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It defines key concepts such as affiliates, end users, field of use, licensed patents, licensed products, net sales, royalty periods, sublicensees, and territory. 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Now therefore, ARIZONA and LICENSEE (each individually, a “Party” and jointly the “Parties”) agree as follows:  \nINTRODUCTION  \nThe University of Arizona is dedicated to teaching, research, and dissemination of knowledge for the benefit of the public. ARIZONA created Tech Launch Arizona (“TLA”) to move inventions, technologies and intellectual property from the laboratory to the marketplace. TLA’s commercialization activities contribute to the public welfare, provide educational opportunities for students, contribute to the professional development of the individuals involved, and enhance the reputation of ARIZONA.  \nConsistent with ARIZONA’s mission as stated above, ARIZONA desires to license to LICENSEE, and LICENSEE desires to license from ARIZONA, the inventions, technologies and intellectual property described in this Agreement, on the terms and conditions set forth herein.  \n1. DEFINITIONS  \nIn addition to terms defined elsewhere in this Agreement, the following terms will have the following meanings:  \n1.1. \"AFFILIATE\" means any entity directly or indirectly controlling, controlled by, or under common control with LICENSEE, where control means beneficial ownership of more than fifty percent (50%) of the voting stock or equity in an entity or other power to direct the business affairs and policies of such entity, but only so long as such control exists.  \n1.2. \"END USER\" means any person or other entity to whom the LICENSED PRODUCT is distributed and who is not granted any rights to sublicense or distribute the LICENSED PRODUCT to others.  \n1.3. “FIELD OF USE” means   \n1.4. “FIRST COMMERCIAL SALE” means the first sale, rental, sublicense, or lease of any LICENSED PRODUCT by LICENSEE or its SUBLICENSEE. To be clear, use of the LICENSED PRODUCT in clinical trials, or provision of the LICENSED PRODUCT at no charge for a limited-time evaluative purpose only, does not constitute a FIRST COMMERCIAL SALE.  \n1.5. “LICENSED PATENT(S)” means:  \n(a) [Example: United States Patent Application Serial No. __ /   ,  ;   entitled“ ” filed on   ..]; and  \n(b) Any and all United States and foreign patents issued from patents and/or applications listed in subparagraph 1.5(a) above, including patent application(s), divisionals, continuations (except continuations-in-part), and foreign counterparts ofthe same, and any reviewed, reissued or reexamined patents based upon the same.  \n1.6. “LICENSED PRODUCTS” means any product, service or process that: (a) embodies or incorporates any pending or issued claim of the LICENSED PATENT; or (b) is made, developed, processed, refined or improved upon using any pending or issued claim of the LICENSED PATENT.  \n1.7. “NET SALES” means all amounts billed, invoiced or received (whichever comes earliest or whichever is consistent with applicable revenue recognition practices so long as such practices are compliant with generally accepted accounting principles) on any and all sales, rentals or leases, however characterized, by LICENSEE or any SUBLICENSEE of the LICENSED PRODUCTS to END USERS, less the following (but, in each case, only to the extent such deductions are actually taken, not obtained in view of other consideration received by LICENSEE or a SUBLICENSEE, and separately itemized):  \n(a) normal and customary rebates, and cash, trade and quantity discounts;  \n(b) sales, use and/or excise taxes;  \n(c) the actual cost of any packaging or shipping, including insurance; and  \n(d) amounts actually allowed or credited due to defects, returns, rejections or wholesale chargebacks.  \nWhere LICENSEE or SUBLICENSEE sells t","cbCaiiBlIsjLyKBw","https://ap.wps.com/l/cbCaiiBlIsjLyKBw","pdf",391293,"English","# Introduction\n## Definitions\n## Grant of Rights\n## Sublicensing Conditions","[{\"question\":\"Who are the parties to the exclusive patent license agreement?\",\"answer\":\"The agreement is between the Arizona Board of Regents on behalf of the University of Arizona (ARIZONA) and the LICENSEE and its affiliates, with obligations structured around each party’s role and the Effective Date.\"},{\"question\":\"What does “NET SALES” include and exclude?\",\"answer\":\"NET SALES covers amounts billed, invoiced, or received from sales, rentals, or leases to end users, minus specified deductions such as customary rebates/discounts, taxes, packaging/shipping costs, and amounts allowed for defects, returns, or chargebacks, subject to itemization.\"},{\"question\":\"What conditions must be met for sublicensing under this agreement?\",\"answer\":\"Sublicenses must be in writing signed by both parties and enforceable, cannot grant broader rights than Section 2.1, must not allow sublicensees to further sublicense, and must align with the agreement’s reserved rights and scope restrictions.\"}]","Exclusive Patent License Agreement - Effective Date Terms and Definitions | PDF",1789568864,6]