CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
2.14 Government Authority means any governmental authority or court, tribunal, agency, department, commission, arbitrator, board, bureau, or instrumentality of the United States of America or any other country or territory, or domestic or foreign state, prefecture, province, commonwealth, city, county, municipality, territory, protectorate or possession, including, without limitation, any Agency.
2.15 Intellectual Property Rights means Patents, inventions, discoveries, mask work rights, copyrights (including, without limitation, software, algorithms, computer programs, and multi-media works), trademarks, Confidential Information (as defined herein), trade-secret, know-how, and any other intellectual property whether patentable or not. Patents shall mean U.S. and non-U.S. (i) unexpired letters patent (including inventors certificates) that have not lapsed or been held invalid or unenforceable by a court or administrative body of competent jurisdiction from which no appeal can be taken or has been taken within the required time period, including any substitution, extension, registration, confirmation, reissue, reexamination, renewal or any like filing thereof and (ii) pending applications for letters patent that have not been the subject of a rejection notice from which an appeal cannot be taken or in respect of which the applicable period of appeal has expired, including any continuation, division or continuation-in-part thereof and any provisional applications.
2.16 Invoice means a BIOTIUM invoice issued to LICENSEE in accordance with the terms of this Agreement.
2.17 Laws means all laws, statutes, ordinances, codes, regulations and other pronouncements having the effect of law of any Government Authority.
2.18 Licensed Product means any commercial product of LICENSEE incorporating Biotium Product, the use or sale of which would infringe (directly or indirectly) one or more Valid Claims within the BIOTIUM LICENSED PATENTS (each, a Covering Claim for such Licensed Product).
2.19 Licensed Service means a service which is carried out using Licensed Products.
2.20 NET SALES means the gross revenues received by LICENSEE and its Affiliates from the sale of Licensed Product and/or Licensed Service to Third Parties less applicable Deductions. In the event that Licensed Product is sold or used in performing Licensed Service in the form of combination products or kits containing one or more other Active Components other than the Licensed Product, NET SALES for such combination products, kits or Licensed Service will be calculated by multiplying the actual NET SALES of such combination products, kits or Licensed Service by the fraction A/B, where A is the total number of Licensed Products in the combination product or kit and B is the total number of Active Components including the Licensed Product in the combination product or kit. For purposes of this Agreement, Active Components shall mean components such as antibodies, antigens, fluorescent dyes, fluorescent proteins, beads and/or magnetic particles, and shall specifically exclude components such as buffers, packaging and media.
2.21 Party means BIOTIUM or LICENSEE; Parties means BIOTIUM and LICENSEE. As used in this Agreement, reference to Third Parties means persons or entities other than a Party or its Affiliates.
2.22 Purchase Order means a LICENSEE purchase order issued to BIOTIUM in accordance with the terms of this Agreement.
2.23 Quarter means one calendar quarter (a consecutive three-month period) of a Year.
2.24 Research means the investigation of biological or biochemical processes or research and development of biological or biochemical products. The term Research expressly includes, but is not limited to, the use of the Licensed Products in drug discovery or drug screening or other research to develop new products and services, and to commercialize such new products and services. Uses which do not fall within this definition of the term Research are expressly excluded, including without limitation all diagnostic, vaccine, or therapeutic use.