1.15 Licensed Intellectual Property means the Licensed Know-How and the Licensed Patents.
1.16 Licensed Know-How means all Know-How that is necessary or useful to the composition, production, use, research, development, manufacture or commercialization of, any Licensed Antibody, and/or the epitope to which such Licensed Antibody binds, that, in each case, is Controlled by Inhibrx or its Affiliates as of the Effective Date or thereafter during the term of this Agreement; provided, however, that Licensed Know-How shall not include any Know-How solely related to Antibody Generation, except if such Know-How is necessary or useful to the production or manufacture of any Licensed Antibody and/or the epitope to which such Licensed Antibody binds, in which case such Know-How shall be included in the Licensed Know-How. For purposes of this definition, Antibody Generation means Inhibrxs and/or its Affiliates antibody generation technology platform for creating and screening antibody libraries.
1.17 Licensed Patents means all Patent Rights Controlled by Inhibrx or its Affiliates as of the Effective Date or thereafter during the Term that (i) claim the composition of matter of, or use, manufacture, distribution, sale or formulation of, any Licensed Antibody, and/or the epitope to which such Licensed Antibody binds, or (ii) are necessary or useful to the composition, production, use, research, development, manufacture or commercialization of, any Licensed Antibody, and/or the epitope to which such Licensed Antibody binds; including the patents and patent applications listed on Exhibit B.
1.18 Licensed Product means any composition comprising or incorporating a Licensed Antibody.
1.19 Major Market Country means Germany, Italy, France, Spain and the United Kingdom.
1.20 Net Sales means with respect to any Licensed Product, the gross amounts invoiced by Licensee, its Affiliates and Sublicensees (each, a Selling Party) to Third Party customers for sales of such Licensed Product, less the following deductions actually incurred, allowed, paid, accrued or specifically allocated in its financial statements in accordance with such Selling Partys accounting principles, for:
(a) discounts (including trade, quantity and cash discounts) actually allowed, cash and non-cash coupons, retroactive price reductions, and charge-back payments and rebates granted to any Third Party (including to governmental entities or agencies, purchasers, reimbursers, customers, distributors, wholesalers, and group purchasing and managed care organizations or entities (and other similar entities and institutions));
(b) credits or allowances, if any, on account of price adjustments, recalls, claims, damaged goods, rejections or returns of items previously sold (including Licensed Product returned in connection with recalls or withdrawals) and amounts written off by reason of uncollectible debt; provided, that, if the debt is thereafter paid, the corresponding amount shall be added to the Net Sales of the period during which it is paid;
(c) rebates (or their equivalent), administrative fees, chargebacks and retroactive price adjustments and any other similar allowances granted by a Selling Party (including to governmental authorities, purchasers, reimbursers, customers, distributors, wholesalers, and managed care organizations and entities (and other similar entities and institutions)) which effectively reduced the selling price or gross sales of the Licensed Product;
(d) insurance, customs charges, freight, postage, shipping, handling, and other transportation costs incurred by a Selling Party in shipping Licensed Product to a Third Party;
(e) import taxes, export taxes, excise taxes (including annual fees due under Section 9008 of the United States Patient Protection and Affordable Care Act of 2010 (Pub. L. No. 111-48) and other comparable laws), sales tax, value-added taxes, consumption taxes, duties or other taxes levied on, absorbed, determined and/or imposed with respect to such sales (excluding income or net profit taxes or franchise taxes of any kind); and