Combination Product) in a proxy country to be agreed upon by both Parties will be used (such agreement not be unreasonably withheld, conditioned, or delayed), and if the Parties cannot agree upon such proxy country, or no such comparable sales figures are available in an appropriate proxy country, Net Sales for the applicable Combination Product shall be [***].
1.17 Patent Rights means (i) patents and patent applications of any kind throughout the world whether national or regional, (ii) author certificates, inventor certificates, improvement patents, utility certificates and models and certificates of addition, (iii) divisions, renewals, continuations, continuations in part, reissues, patent disclosures, improvements, substitutions, confirmations, registrations, validations, re-examinations, additions and extensions of reissue thereof, and (iv) any foreign counterparts of any of the foregoing. Patent Rights shall include all of the foregoing in (i) (iv) owned or controlled by WuXi Biologics as of the Effective Date or during the term of the Agreement that would be infringed, absent ownership or a license under such patent rights, by the production of Client Protein using the Process or otherwise in connection with the use of the Licensed Cell Line. The Patent Rights existing as of the Effective Date and necessary for Licensees use of the license granted in Article 2.1 are set out in Appendix II hereto.
1.18 Process means a process for manufacture of Client Protein utilizing the Licensed Cell Line, Licensed Know-How, Patent Rights, Materials and Media and Feeds. The Process will be described in the Technology Transfer Package.
1.19 Regulatory Approval means any and all approvals (including pricing and reimbursement approvals), product and establishment licenses, registrations or authorizations of any kind of a regulatory authority necessary for the development, clinical testing, manufacture, quality testing, supply, use, storage, importation, export, transport, marketing and sale of a Client Protein (or any component thereof) for use in any country or other jurisdiction.
1.20 Related Persons means a Partys Affiliates and their respective directors, officers, employees, and agents.
1.21 Research Cell Bank is a [***].
1.22 Technology Transfer Package means all of the information and data describing the Process and Licensed Know-How, Materials, and Media and Feeds that are necessary or reasonably useful for manufacture of Client Protein using the Licensed Cell Line and the Process.
1.23 Third Party means any person other than the Parties to this Agreement and their respective Affiliates.
1.24 Third Party Manufacturer means (i) a Third Party whose primary business is contract manufacturing, or (ii) a Third Party who has a contractual arrangement with Licensee or with a sublicensee of Licensee that includes manufacturing of Client Protein and/or Drug Product by such Third Party for Licensee or such sublicensee.
2.1 License Grant. WuXi Biologics hereby grants to Licensee and its Affiliate a non-exclusive, worldwide license, with the right to grant sublicenses as provided in Section 2.3, under the Licensed Technology to use the Licensed Cell Line, Materials, Media and Feeds, and to operate the Process, in each case for the manufacture of Client Protein, including the following licensed activities:
(i) to make, have made, import and use Client Protein for any and all purposes; and
(ii) to make, have made, use, sell, have sold, offer for sale, import, keep and otherwise deal in Drug Substance and Drug Product for any and all purposes.
***Certain Confidential Information Omitted