| ||(d) || |
reasonable outbound transportation prepaid or allowed and reasonable transportation insurance; and
| ||(e) || |
sales, value-added, and excise taxes, tariffs and duties, and other taxes and other governmental charges related to sale, importation or exportation (but not including taxes assessed against the income derived from such sale).
Notwithstanding anything to the contrary, the transfer of a Product shall not be considered a sale of a Product under this Agreement to the extent such transfer is for only nominal consideration and (i) is solely in connection with the research, development or testing of a Product, or (ii) is for sample purposes. It is understood that the majority of samples are to be packaged in volumes of 5mL or less. However, it is also acknowledged that a reasonable quantity of full sized samples is needed for display and promotional purposes. For the sake of clarity, in the case of a sale, lease, license or other conveyance (Transfer) of a Product within Suneva or between or among Suneva, its Affiliates or any of its other Sublicensees, solely for further transfer by such transferee to a Customer, Net Sales shall be based on the further Transfer of such Product by such transferee to any such Customer.
Notwithstanding the foregoing, and solely for the purpose of calculating Royalties pursuant to Section 6.2 below, Net Sales shall not be less than $60 per 1.5oz unit of the ReGenica Day and Overnight Products, respectively, and 1.0oz of the ReGenica Post-Resurfacing Product.
1.23 Patent means any patent or patent application, including, without limitation, any United States provisional application, any United States non-provisional application, and any continuation, continuation-in-part, divisional, registration, confirmation, revalidation, reissue, substitution, reexamination, renewal, PCT application, patent term extension, SPC, and utility model, as well as all related extensions or restorations of terms thereof.
1.24 Patent Rights means: (i) all Patents set forth on Schedule A; (ii) any other Patents (excluding the Joint Patents), whether existing as of the Effective Date or arising thereafter, that at any time during the Term are owned or otherwise Controlled by Histogen and that have at least one Valid Claim Covering the composition of matter, method, manufacture, formulation, sale or use of any Product in the Field of Use in the Territory; and (iii) any and all Patents and other rights issuing from, or filed subsequent to the Effective Date of this Agreement and based on or claiming priority to or from, any of the Patents described in the preceding clause (i) of this definition, including, but not limited to, any Patents resulting from any of the foregoing.
1.25 Person means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint venture, non-profit organization, pool, syndicate, sole proprietorship, unincorporated organization, university, governmental authority or any other form of entity not specifically listed herein.
1.26 Histogen Improvement means any Improvement with respect to which employees, agents and/or subcontractors of Histogen are sole inventors in the course of performing any of the activities under this Agreement or under the Supply Agreement, including, without limitation, all Intellectual Property Rights therein. Inventorship for Histogen Improvements shall be determined in accordance with the patent laws of the United States (Title 35, United States Code).