Licensed Service means the performance on behalf of a Third Party of any method or the manufacture of any product or the use of any product or composition which would constitute, but for the license granted to the relevant Party pursuant to this Agreement, an infringement of a Valid Claim of the relevant Patent Rights (where infringement includes direct, contributory, or inducement to infringe) in the country of performance of the services.
Losses means claims, actions, causes of action, suits, defenses, judgments, debts, offsets, accounts, covenants, contracts, agreements, torts, damages, and any and all demands and liabilities whatsoever, including costs, expenses, and attorneys fees.
Other JHU Patent Rights means the Patent Rights listed in Schedule 1.24 and any Counterparts thereof, which shall be designated as (a) Co-Licensed Other JHU Patent Rights while both Parties retain licenses thereunder, pursuant to Section 2(b), (b) GrayBug-Licensed Other JHU Patent Rights while only GrayBug retains a license thereunder, pursuant to Section 2(b), and (c) Kala-Licensed Other JHU Patent Rights while only Kala retains a license thereunder, pursuant to Section 2(b).
Particle means a particle for delivery of a biologically active material, which particle has a [*] or a [*] (which may include a [*] particle).
Party means each of GrayBug and Kala individually, and Parties means GrayBug and Kala collectively.
Patent Rights means patents, patent applications or provisional patent applications, utility models and utility model applications, petty patents, innovation patents, patents of addition, divisionals, continuations, continuation-in-part applications, continued prosecution applications, requests for continued examinations, reissues, renewals, registrations, confirmation, validations, revalidations, reexaminations, and extensions, pediatric extensions and supplementary protection certificates granted in relation thereto, in any country of the world.
Person means any natural person, corporation, general partnership, limited partnership, joint venture, proprietorship, or other business organization or a governmental agency or a political subdivision thereto.
Potential Future Patent Right means an invention (other than an invention covered by GrayBug Current Patent Rights, Kala Current Patent Rights, Other JHU Patent Rights, Kala/JHU Jointly-Owned Patent Rights or Future Patent Rights, as such Patent Rights exist as of the Settlement Agreement Effective Date), that (a) [*] is an inventor of and (b) relates to the GrayBug Field of Use or the Kala Field of Use.