Field means the field indicated as the Field identified in Section 1 of the Patent License Agreement.
First Sale means the first commercial sale to any Third Party of a Licensed Product in the Territory.
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. A Force Majeure includes without limitation acts of war or of nature, insurrection and riot, strikes, lockouts, or other serious labor disputes, epidemics, pandemics, and widespread disease, and floods, fires, explosions, or other natural disasters. A Force Majeure does not include delays encountered in enrolling or pursuing clinical trials, or in seeking or receiving the approval of vaccine or drug regulators.
Government means any agency, department, or other unit of the United States of America or the State of Texas.
Gross Consideration means all cash and non-cash consideration (e.g., securities).
Improvements means patentable inventions that (i) are owned by Licensor after the Effective Date, (ii) are not subject to conflicting legal obligations under any other agreements, (iii) would require a license under the rights licensed under this Agreement to practice, and (iv) were developed in the laboratory of the principal investigator, [***], within [***] of the Effective Date, and identified to Licensor as Improvements falling under this license.
Licensed Process means a method or process whose practice or use of which would constitute, but for the license granted to Licensee under this Agreement, an infringement of any Valid Claim (or, in the case of an unissued Valid Claim, a method whose practice or use would be covered by such Valid Claim).
Licensed Product means any product or component (i) whose manufacture, use, sale, offer for sale or import would constitute, but for the license granted to Licensee under this Agreement, an infringement of any Valid Claim (or, in the case of an unissued Valid Claim, a product whose manufacture, use, sale, offer for sale or import would be covered by such Valid Claim), or (ii) which is made using a Licensed Process.
Licensee means the Party identified as the Licensee in Section 1 of the Patent License Agreement.
Licensor means the Party identified as the Licensor in Section 1 of the Patent License Agreement.
Milestone Fees means all fees identified as Milestone Fees in Section 3.1(b) of the Patent License Agreement.
Net Product Sales means the Sales to a Third Party of Licensed Products by Licensee, its Affiliates, or Sublicensees less the following items directly attributable to such Sales that are specifically identified on the invoice for such Sales and borne by the Licensee, its Affiliates, or Sublicensees as the seller: [***]. On sales of Licensed Products made in other than an arms length transaction, the value of the Net Product Sales attributed to such transaction will be equal to the customary sale price or, in if there is no customary sale price, the Fair Market Value of such Licensed Products. Net Product Sales does not include [***], but does include [***]. For avoidance of doubt Net Product Sales are calculated on sales by [***].
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|Licensee: Icosavax, Inc. || ||CONFIDENTIAL || ||Exclusive PLA Exhibit A|
|The University of Texas at Austin || ||Page A-2 || ||Agreement No. [***]|