fifty percent Uses in Definitions Affiliate Clause

Definitions Affiliate

Definitions Affiliate. means, with respect to an entity, any person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such first entity. For purposes of this definition, "control", "controlled by", and "under common control with" mean (i) the possession, directly or indirectly, of the power to direct the management or policies of an entity, whether through the ownership of voting securities, by contract relating to voting rights or corporate governance, or otherwise or (ii) the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities or other ownership interest of an entity. Agreement: The body of this Agreement and Attachments 1 - 7, which are expressly incorporated in and made a part of the Agreement. Collaborators: A third party in a contractual arrangement with the Performer or with a Subcontractor, whether executed before or after the Effective Date, under which arrangement the Performer or a Subcontractor has agreed to jointly research, develop and/or commercialize a technology or product with such third party and has an "active role" in such arrangement. For the avoidance of doubt, an "active role" by the Performer or a Subcontractor is a contractual relationship (1) that involves more than the mere transfer of intellectual property and (2) where the Performer or a Subcontractor has a significant participation in decision making and/or funding of the activities. Data: Recorded information, regardless of form or method of recording, which includes but is not limited to, scientific or technical data, software, trade secrets, and mask works, in each case developed or generated by the Performer or its Subcontractors in performing the Program under this Agreement. The term "Data" does not include financial, administrative, cost, pricing or management information. Effective Date: means November 1, 2015. Foreign Firm or Institution: A firm or institution organized or existing under the laws of a country other than the United States, its territories, or possessions. The term includes, for purposes of this Agreement, any agency or instrumentality of a foreign government; and firms, institutions or business organizations which are owned or substantially controlled by foreign governments, firms, institutions, or individuals. Government: The United States of America, as represented by DARPA. Government Purpose Rights: The rights to use, duplicate, or disclose Data, in whole or in part and in any manner, for Government Purposes only, and to have or permit others to do so for Government Purposes only. Government Purpose: Any activity in which the Government is a party, including cooperative agreements with international or multi-national defense organizations or sales or transfers by the Government to foreign governments or international organizations. Government Purposes include competitive procurement, but do not include the rights to use, modify, reproduce, release, perform, display, or disclose Data for commercial purposes or authorize others to do so. Invention: Any invention or discovery which is or may be patentable or otherwise protectable under Title 35 of the United States Code. Know-How: All information including, but not limited to discoveries, formulas, materials, Inventions, processes, ideas, approaches, concepts, techniques, methods, software, programs, documentation, procedures, firmware, hardware, technical data, specifications, devices, apparatus and machines.

Definitions Affiliate

Definitions Affiliate. means, with respect to an entity, any person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such first entity. For purposes of this definition, "control", "controlled by", and "under common control with" mean (i) the possession, directly or indirectly, of the power to direct the management or policies of an entity, whether through the ownership of voting securities, by contract relating to voting rights or corporate governance, or otherwise or (ii) the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities or other ownership interest of an entity. Agreement: The body of this Agreement and Attachments 1 - 7, which are expressly incorporated in and made a part of the Agreement. Collaborators: A third party in a contractual arrangement with the Performer or with a Subcontractor, whether executed before or after the Effective Date, under which arrangement the Performer or a Subcontractor has agreed to jointly research, develop and/or commercialize a technology or product with such third party and has an "active role" in such arrangement. For the avoidance of doubt, an "active role" by the Performer or a Subcontractor is a contractual relationship (1) that involves more than the mere transfer of intellectual property and (2) where the Performer or a Subcontractor has a significant participation in decision making and/or funding of the activities. Data: Recorded information, regardless of form or method of recording, which includes but is not limited to, scientific or technical data, software, trade secrets, and mask works, in each case developed or generated by the Performer or its Subcontractors in performing the Program under this Agreement. The term "Data" does not include financial, administrative, cost, pricing or management information. Effective Date: means November 1, 2015. Foreign Firm or Institution: A firm or institution organized or existing under the laws of a country other than the United States, its territories, or possessions. The term includes, for purposes of this Agreement, any agency or instrumentality of a foreign government; and firms, institutions or business organizations which are owned or substantially controlled by foreign governments, firms, institutions, or individuals. Government: The United States of America, as represented by DARPA. Government Purpose Rights: The rights to use, duplicate, or disclose Data, in whole or in part and in any manner, for Government Purposes only, and to have or permit others to do so for Government Purposes only. Government Purpose: Any activity in which the Government is a party, including cooperative agreements with international or multi-national defense organizations or sales or transfers by the Government to foreign governments or international organizations. Government Purposes include competitive procurement, but do not include the rights to use, modify, reproduce, release, perform, display, or disclose Data for commercial purposes or authorize others to do so. Invention: Any invention or discovery which is or may be patentable or otherwise protectable under Title 35 of the United States Code. Know-How: All information including, but not limited to discoveries, formulas, materials, Inventions, processes, ideas, approaches, concepts, techniques, methods, software, programs, documentation, procedures, firmware, hardware, technical data, specifications, devices, apparatus and machines.

Definitions Affiliate from Non Exclusive License Agreement

This Agreement is made effective the 19th day of January 2006 (hereinafter Effective Date) by and between The UAB Research Foundation (hereinafter UABRF), a nonstock, nonprofit Alabama corporation having an office at 701 20th Street South, Birmingham, AL 35294 USA and AGTC (hereinafter Licensee), a corporation organized and existing under the laws of Delaware and having a principal office at 12085 Research Drive, Alachua, Florida 32615.

Definitions Affiliate. shall mean, with respect to a person or entity, any other person or entity controlling or controlled by under common control with such person or entity. For the purposes of this definition, the term control means possession of the power to direct or cause the direction of management and policies whether through ownership of voting securities, by contract or otherwise. In the case of a corporation, the direct or indirect ownership of more than fifty percent (50%) of its outstanding voting shares shall in any event be deemed to confer control, it being understood that the direct or indirect ownership of a lesser percentage of such shares shall not necessarily preclude the existence of control. BLA shall mean the document(s) filed with any regulatory agency, including but not limited to, the United States Food and Drug Administration that requests approval to market and/or commercialize in any way a Licensed Product with specific claims and/or indications. Approval of a BLA shall be the date of any written correspondence received from a regulatory agency allowing for such commercialization. Combination Product shall mean a Licensed Product that is sold with another product or component, including, but not limited to, a drug, biologic, drug delivery approach or medical device (for example, a catheter). Combination Product Selling Price to be used for the purpose of calculating royalties payable with respect to Combination Products must be determined by multiplying the Selling Price of the Combination Product by the percentage value of the Licensed Product comprising a component contained in the Combination Product, such percentage value being determined by dividing the current market value of the Licensed Product comprising a Component Product by a sum of the separate current market values of each of the Component Products which are contained in the Combination Product. The current market value of each of the Component Products must be for a quantity comparable to that contained in the Combination Product and of the same class, purity and potency. When no current market value is available for a Component Product, a reasonable hypothetical market value for such Component Product based upon the

Definitions Affiliate from Non Exclusive License Agreement

This Agreement is made effective the 19th day of January 2006 (hereinafter Effective Date) by and between The UAB Research Foundation (hereinafter UABRF), a nonstock, nonprofit Alabama corporation having an office at 701 20th Street South, Birmingham, AL 35294 USA and AGTC (hereinafter Licensee), a corporation organized and existing under the laws of Delaware and having a principal office at 12085 Research Drive, Alachua, Florida 32615.

Definitions Affiliate. shall mean, with respect to a person or entity, any other person or entity controlling or controlled by under common control with such person or entity. For the purposes of this definition, the term control means possession of the power to direct or cause the direction of management and policies whether through ownership of voting securities, by contract or otherwise. In the case of a corporation, the direct or indirect ownership of more than fifty percent (50%) of its outstanding voting shares shall in any event be deemed to confer control, it being understood that the direct or indirect ownership of a lesser percentage of such shares shall not necessarily preclude the existence of control. BLA shall mean the document(s) filed with any regulatory agency, including but not limited to, the United States Food and Drug Administration that requests approval to market and/or commercialize in any way a Licensed Product with specific claims and/or indications. Approval of a BLA shall be the date of any written correspondence received from a regulatory agency allowing for such commercialization. Combination Product shall mean a Licensed Product that is sold with another product or component, including, but not limited to, a drug, biologic, drug delivery approach or medical device (for example, a catheter). Combination Product Selling Price to be used for the purpose of calculating royalties payable with respect to Combination Products must be determined by multiplying the Selling Price of the Combination Product by the percentage value of the Licensed Product comprising a component contained in the Combination Product, such percentage value being determined by dividing the current market value of the Licensed Product comprising a Component Product by a sum of the separate current market values of each of the Component Products which are contained in the Combination Product. The current market value of each of the Component Products must be for a quantity comparable to that contained in the Combination Product and of the same class, purity and potency. When no current market value is available for a Component Product, a reasonable hypothetical market value for such Component Product based upon the