Section 1.07 NON-COMMERCIAL RESEARCH PURPOSES means research, teaching, educational, or academic purposes which are undertaken at UNIVERSITY or at a non-profit, academic, educational, or governmental institution. Without limiting the foregoing, NON-COMMERCIAL RESEARCH PURPOSES includes research (including sponsored research) that leads, or may lead, to patentable or unpatentable inventions that may be licensed or otherwise transferred, either directly or indirectly, to third parties.
Section 1.08 PATENT EXPENSES means all out-of-pocket expenses, costs, and attorneys fees UNIVERSITY has incurred or will incur for the preparation, filing, prosecution and maintenance of the PATENT RIGHTS, including but not limited to interferences, derivation proceedings, re-examinations, reissues, oppositions, supplemental examinations, inter partes reviews, and post grant reviews.
Section 1.09 PATENT RIGHTS means UNIVERSITYS rights in any of the following: (a) the United States patent No. [**] (PATENT APPLICATION); and (b) any provisional, non-provisional, divisional, continuation (but not continuations-in-part), extension, renewal, re-examination, reissue, substitute, supplementary protection certificate, utility model, or similar legal protection claiming priority to or from the PATENT APPLICATION. All of the foregoing will be automatically incorporated in and added to this AGREEMENT and shall periodically be added to Appendix A attached to this AGREEMENT and made part thereof.
Section 1.10 ROYALTY PERIOD(S) means the three-month periods ending on March 31, June 30, September 30, and December 31.
Section 1.11 SALE, SELL, or SOLD means the sale, use, transfer, distribution or disposition of a LICENSED PRODUCT for value to a third party.
Section 1.12 SUBLICENSEE means any person or entity to whom LICENSEE transfers any right or interest granted to LICENSEE by UNIVERSITY under this AGREEMENT and who is not an AFFILIATE.
Article II. GRANT
Section 2.01 Grant. Subject to the terms and conditions of this AGREEMENT, UNIVERSITY hereby grants to LICENSEE and LICENSEE accepts a royalty-bearing, exclusive license under the PATENT RIGHTS to make, have made, use, SELL, have SOLD, import, distribute, or otherwise transfer LICENSED PRODUCTS within the LICENSED TERRITORY for use within LICENSED FIELD for a term as set forth in Section 10.01 unless this AGREEMENT shall be sooner terminated according to the terms hereof. For the avoidance of doubt, this grant is subject to the rights retained by UNIVERSITY in Section 2.04, UNIVERSITYs publication rights in Section 2.07, and any rights of the GOVERNMENT as set forth in Section 2.08.
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[**] UM Patent Commercialization License Exclusive
Decibel Therapeutics, Inc.