Agreement or License Agreement shall mean this Agreement, including all APPENDICES attached to this Agreement.
COMPANYs Development Plan shall mean the plan detailed in APPENDIX A-1 of this Agreement.
Dollars shall mean United States dollars.
Field of Use shall mean oral vaccines for any diseases, including, without limitation, any form of cancer.
Improvements shall mean any patent applications that are developed by an Inventor which if practiced would infringe or be necessary or useful in the practice of any of the Licensed Patents. For clarity, Improvements do not include Licensed Patents.
Indemnitees shall mean the Board of Trustees of Mercer University, Inventors, LICENSOR, and its Affiliates, directors, officers, employees and students, and their heirs, executors, administrators, successors and legal representatives.
Inventors shall mean the named inventors of the Licensed Patents.
Licensed Know-How shall mean all formulations, designs, technical information, know-how, knowledge, data, specifications, test results and other information, whether or not patented or patentable (Know-How), which are known, learned, invented, or developed by the Inventors as of the Effective Date to the extent that (i) such Know-How is required for the manufacture, use, development, testing, marketing, export, import, offer for sale or sale of any Licensed Product, and (ii) LICENSOR possesses the right to license the use of such Know-How to COMPANY for commercial purposes.
Licensed Patents shall mean the patent applications identified in APPENDIX B, together with any and all derivative substitutions, extensions, divisionals, continuations, continuations-in-part (to the extent that the claimed subject matter of such continuations -in-part is disclosed in the parent Licensed Patent and rights to the continuations in part are not obligated to a third party\ foreign counterparts of such patent applications and any patents which issue thereon anywhere in the world, including reexamined and reissued patents.
Licensed Product(s) shall mean any process, service or product that but for the grant of a license herein infringes a Valid Claim of any Licensed Patent in the country of manufacturing or sale, as applicable.