1.20. Financing Threshold means an aggregate total investment of [**] U.S. Dollars ($[**]) in cash since the date of incorporation or formation of Licensee, in one or a series of related or unrelated transactions, in each case, in exchange for Licensees capital stock.
1.21. Fully-Diluted Basis means, as of a specified date, the number of shares of common stock of Licensee then-outstanding plus the number of shares of common stock of Licensee issuable upon exercise or conversion of then-outstanding convertible securities or warrants, options, or other rights to subscribe for, purchase or acquire from Licensee any capital stock of Licensee (which shall be determined without regard to whether such securities or rights are then vested, exercisable or convertible) plus, without duplication, the number of shares reserved and available for future grant under any then-existing equity incentive plan of Licensee; provided that, for clarity, other rights to subscribe for, purchase or acquire shall not include (i) preemptive or other rights to participate in new offerings of securities by Licensee after the Effective Date, (ii) obligations under a purchase agreement for preferred stock of Licensee to acquire additional shares of such preferred stock on the same terms as those purchased at an initial closing upon the passage of time or meeting (or waiver) of specified Licensee performance conditions or (iii) anti-dilution provisions that have not been triggered.
1.22. Invention means any new and useful process, article of manufacture, compound, composition of matter, formulation or apparatus, or any improvement thereof, discovery or finding, whether or not patentable.
1.23. Know-How means any and all commercial, technical, regulatory, scientific and other know-how and information, knowledge, technology, materials, methods, processes, practices, standard operating procedures, formulae, instructions, skills, techniques, procedures, assay protocols, experiences, ideas, technical assistance, designs, drawings, assembly procedures, specifications, regulatory filings, data and results (including biological, chemical, pharmacological, toxicological, pharmaceutical, physical and analytical, pre-clinical, clinical, safety, regulatory, manufacturing and quality control data and know-how, including study designs and protocols), whether or not confidential, proprietary or patentable, in written, electronic or any other form.
1.24. Law means all laws, statutes, rules, codes, regulations, orders, judgments or ordinances applicable to a Party, this Agreement or the activities contemplated hereunder.
1.25. Licensed Compounds mean the PDE9 Inhibitors set forth on Exhibit C and any Back-Up Compounds and, in each case, all [**] thereof.
1.26. Licensed Know-How means Know How that is owned by or licensed to Licensor, as of the Effective Date, and that is required or useful, but with respect to useful, solely to the extent expressly made available to Licensee for licensing in writing by Licensor, in Licensors sole discretion, in researching, developing, using, manufacturing or Commercializing Licensed Products, and, with respect to Know How licensed to Licensor, that may be sublicensed to Licensee without (i) triggering payment obligations to a Third Party, unless Licensee has agreed in writing to (a) make any such payments arising from Licensees exercise of rights sublicensed
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