Information or the design, composition, manufacture, use, sale, distribution or other disposition of any Licensed Product by or on behalf of Company or its Affiliates or Sublicensees infringes or violates any patent, copyright, trade secret, trademark or other intellectual property right of such third party, and (iii) any Claim by a third party relating to any clinical trials or studies for Licensed Products conducted by or on behalf of Company or its Affiliate or Sublicensees; and (b) any material breach of this Agreement by Company or its Affiliates.
Indemnified Party means each of Drexel and its trustees, officers, faculty, agents, contractors, employees and students.
Investigator(s) means the lead investigator(s) of Drexel with respect to the Patent Rights who are specified on the Signature Page.
Liabilities means all damages, awards, settlement amounts, assessments, fines, dues, penalties, costs, fees, liabilities, obligations, taxes, and expenses (including, but not limited to, court costs, interest and reasonable fees of attorneys, accountants and other experts) that are incurred by an Indemnified Party or awarded or otherwise required to be paid to third parties by an Indemnified Party.
License means the license granted by Drexel to Company pursuant to Article 3 of the Terms and Conditions.
Licensed Products means products that are made, made for, used, imported, offered for sale or sold by Company or its Affiliates or Sublicensees and that: (a) in the absence of this Agreement, the manufacture, importation, sale or use thereof would infringe any of the Patent Rights; (b) use or embody, at least in part, the Technical Information; or (c) use a process covered by a Valid Claim of Patent Rights, in any case, whether or not the claim is issued or pending.
Litigation Expenditures means: reasonable attorneys fees, court costs, local counsel fees, deposition costs, subpoena costs, court reporter costs, expert fees, and other reasonable expenses directly incurred for investigation or litigation of Claims.
Net Sales means the consideration received from each Sale, less [***].
Notwithstanding the foregoing, amounts received or invoiced by Company or its Affiliates or Sublicensees for the sale of Licensed Products among Company and its Affiliates and Sublicensees for further resale [***].
Notwithstanding the foregoing, Net Sales [***].
Net Sales for a Combination Product shall be calculated as follows: