SRA Payment definition
SRA Payment means a payment made by POINT to BACH to fund research and development activities at BACH and/or at TUFTS in accordance with a Sponsored Research Agreement. 2.43 “Sublicense” means: (a) any right granted, license given or agreement entered into by POINT or a POINT Affiliate to or with any other person or entity, under or with respect to or permitting any use of any of the Licensed Patents, or otherwise granting rights to such person or entity under the rights granted to POINT under Section 3.1 of this Agreement; (b) any option or other right granted by POINT or a POINT Affiliate to any other person or entity to negotiate for or receive any of the rights described under clause (a); or (c) any nonsuit obligation undertaken by POINT or a POINT Affiliate toward any other person or entity with respect to the Licensed Patents. 2.44 “Sublicensee” means a third party that is not an Affiliate of POINT and to which POINT or a POINT Affiliate has granted a Sublicense pursuant to Section 3.6. Without limiting the generality of the foregoing, a Sublicensee will be deemed to include any third party that is granted a Sublicense hereunder by POINT or a POINT Affiliate pursuant to the terms of the outcome or settlement of any infringement or threatened infringement action. For avoidance of doubt, an Affiliate who has been granted a Sublicense and subsequently no longer qualifies as an Affiliate hereunder shall thereupon be a Sublicensee for purposes of this Agreement. 2.45 “Territory” means worldwide. 2.46 “True Up Event” refers to a credit or payment adjustment made to a currently due SRA Payment in the event the actual costs incurred by BACH in carrying out its activities under the Sponsored Research Agreement for a previously paid SRA Payment were more or less than the SRA Payment made for the quarter in which the activities were carried out. 2.47 “Valid Claim” means (a) for the first [***] years from the Effective Date, any claim in a pending patent application included within Licensed Patents, or (b) any claim in any issued patent included within Licensed Patents, which, in either case, has not been withdrawn, cancelled or disclaimed, nor held invalid or unenforceable by a court of competent jurisdiction in an unappealed or unappealable decision. SECTION 3 OPTION EXERCISE AND LICENSE GRANTS 3.1