1.3 “Distributor” shall mean any third party entity to whom Company, a Company Affiliate or a Sublicensee has granted, express or implied, the right to distribute any Product or Process pursuant to Section 2.1(b)(ii).
1.4 “First Commercial Sale” shall mean the initial Sale anywhere in the applicable License Territory of a Product or Process.
1.5 “License Field” shall mean the use of [***] in magnetic resonance imaging. The License Field shall explicitly exclude the use of [***] in magnetic resonance imaging.
1.6 “License Territory” shall mean worldwide.
1.7 “Patent Family” shall mean those patents in Patent Rights claiming back to an individual provisional patent application. For clarity there are two (2) Patent Families licensed herein.
“Patent Family I” shall mean those Patent Rights claiming back to U.S. Patent [***].
“Patent Family II” shall mean those Patent Rights claiming back to U.S. Patent [***].
1.8 “Patent Rights” shall mean, inclusively, the U.S. Patent Applications set forth in Appendix A to this Agreement, and/or the equivalents of such applications including any divisionals, continuations, continuations-in-part (but only to the extent the claims are directed to the subject matter specifically described in the patent applications listed in Appendix A), foreign patents or patent applications, Letters Patents, and/or the equivalents, reissues, reexaminations and/or extensions thereof
1.9 “Process” shall mean any process, method or service the use or performance of which, in whole or in part, absent the license granted hereunder would infringe one or more Claims of Patent Rights.
1.10 “Product” shall mean any article, device or composition, the manufacture, use, or sale of which, or of any portion thereof, by Company, absent the license granted hereunder, would infringe one or more Claims of Patent Rights.
1.11 “Reporting Period” shall mean each three month period ending March 31, June 30, September 30 and December 31.
1.12 “Sell” (and “Sale” and “Sold” as the case may be) shall mean to sell or have sold, to lease or have leased, to import or have imported or otherwise to transfer or have transferred a Product or Process for valuable consideration (in the form of cash or otherwise), and further in the case of a Process, to use or perform such Process for the benefit of a third party.
1.13 “Sublicense Income” shall mean consideration in any form received by Company and/or Company’s Affiliate(s) in connection with a grant of a sublicense or any other right, license, privilege or immunity (regardless of whether such grantee is a “Sublicensee” as defined in this Agreement) to make, have made, use, have used, Sell or have Sold Products or Processes, provided that such consideration is received by Company or its Affiliates(s) for such sublicense or other such right, license, privilege or immunity. Sublicense Income shall include without limitation, [***].