Event of Force Majeure means an unforeseeable act that prevents or delays a Party from performing one or more of its duties under this Agreement and that is outside of the reasonable control of the affected Party. An Event of Force Majeure includes acts of war or of nature, insurrection and riot, and labor strikes. An Event of Force Majeure does not include a Partys inability to obtain a Third Partys consent to any act or omission, unless the inability was caused by a separate Event of Force Majeure.
Improvements means patentable inventions that (a) are owned by University after the Effective Date and not encumbered by third party rights that would prevent delivery to Company, (b) would require a license under the exclusively Licensed Rights to practice, (c) were developed in the laboratory of the Principal Investigator, and identified to UW CoMotion as Improvements falling under this license, and (d) do not include an HHMI employee as an inventor under the applicable patent law.
Licensed Know-How means University knowledge or intangible work that: (a) was developed in the laboratory of Principal Investigator, (b) exists as of the Effective Date, (c) is relevant to utilizing any of the Licensed Patents, (d) is unpublished, (e) is not subject to patent or copyright protection, and (f) is not covered by Third Party rights that would prevent delivery to Company.
Licensed Party mean Company or any of its Sublicensees.
Licensed Patents means (a) the patents and patent applications listed in Exhibit A1.1 Licensed Patents, all (b) divisions, continuations, and claims in continuations-in-part that are entitled to claim priority to, or that share a common priority claim with, and are directed to subject matter specifically described in, any item listed on Exhibit A1.1 Licensed Patents; (c) claims of extensions, renewals, substitutes, re-examinations and re-issues of any of the items in (a) or (b) that are directed to subject matter specifically described in any items listed on Exhibit A1.1; and (d) claims of foreign counterparts of any of the items in (a), (b), or (c) that are directed to subject matter specifically described in any items listed on Exhibit A1.1, wherever and whenever filed.
Licensed Product means any method, process, composition, product, service, or component part thereof that would, but for the granting of the rights set forth in this Agreement, infringe a Valid Claim contained in the Licensed Patents.
Licensed Rights means all rights granted to Company under Article 2 License and Option Grants of this Agreement.
MTA means the Materials Transfer Agreement [***] between University and Company entered into as of May 13, 2020.
Net Sales means the gross amount received by a Licensed Party from Distributors, customers, end users and other Third Parties for sales, leases, and other dispositions of Licensed Products, less [***]. On sales of Licensed Products by made in other than an arms length transaction, the value of the Net Sales attributed to such transaction will be equal to the Net Sales that would have been received in an arms length transaction, based on sales of like quantity and quality of Licensed Products sold on or about the time of the transaction. Net Sales does not include sale, lease, disposition or other transfer of Licensed Products among or between Company, Subsidiaries and Sublicensees for the purpose of subsequent
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Icosavax, Inc. / University of Washington
License and Exclusive Option Agreement
UW CoMotion Ref. [***]
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