Licensee receives equity securities or securities that are convertible into equity securities from a Sublicensee, Licensee will hold the equity securities until the first liquidity event, at which time Licensee will make reasonable efforts to liquidate the equity securities, and any resulting cash shall be distributed as it would any other royalty or fee payments under this Agreement.
1.13 Technology means any technology existing as of the Effective Date, including but not limited to proprietary information, know-how, procedures, methods, prototypes, designs, technical data, and reports, that is requested by Licensee and consented to by Caltech, and that is: (a) specifically listed in Exhibit B or (b) disclosed in the patents and patent applications in the Exclusively Licensed Patent Rights.
1.14 Territory means throughout the world.
1.15 Valid Claim means:
(a) a claim of an issued patent within the Exclusively Licensed Patent Rights or Improvement Patent Rights that has not:
(i) expired or been canceled,
(ii) been finally adjudicated to be invalid or unenforceable by a decision of a court or other appropriate body of competent jurisdiction (and from which no appeal is or can be taken),
(iii) been admitted to be invalid or unenforceable through reissue, disclaimer or otherwise, or
(iv) been abandoned in accordance with, or as permitted by, the terms of this Agreement or by mutual written agreement; or
(b) a claim included in a pending patent application within the Exclusively Licensed Patent Rights or Improvement Patent Rights, which claim is being actively prosecuted in accordance with this Agreement and which has not been;
(ii) withdrawn from consideration,
(iii) finally determined to be unallowable by the applicable governmental authority (and from which no appeal is or can be taken), or