Definitions

In addition to the terms defined elsewhere in this Agreement, the following terms shall have the respective meanings specified below;

“Affiliate” means any Entity in whatever country organized, that controls, is controlled by or is under common control of a party to this Agreement. The term “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an Entity, whether through the ownership of voting securities, by contract or otherwise. In the case of an Affiliate of Seller, such Affiliates include Seller’s existing and/or future Affiliates, successors and assigns.

“Assigned Patent Rights” means the Patents and the Additional Rights set forth in Section 3.2.

“Additional Rights” has the meaning set forth in Section 3.2.

“Docket” means Seller’s or its agents’ list or other means of tracking information relating to the prosecution or maintenance of the Patents throughout the world, including, as applicable and available, the names, address, email addresses, and phone numbers of prosecution counsel and agents, and information relating to deadlines, payments, and filings, which list or other means of tracking information is current as of the Effective Date.

“Entity” means any person, corporation, partnership, limited liability company, Association , join stock company, trust, joint venture, unincorporated Organization, governmental entity (or any department, agency, or political subdivision thereof) or any other legal entity.

“Executed Assignments” means both the executed and witnessed Assignment of Patent Rights in Exhibit C.

“Seller Partners” shall mean all agents, advisors, attorneys, representatives, suppliers, distributors, customers, advertisers, and users, of Seller and/or Seller Affiliates.

“Seller Products” shall mean all former, current and future products, including but not limited to services, components thereof, of Seller of any Seller Affiliates that are designed, developed, sold, licensed, or made, in whole or substantial part, by or on behalf of that entity.

“Patents” means only the U.S. patents set forth on Exhibit A and any reexamined or reissued U.S. patents directly or indirectly issuing from such, and each, a “Patent”.

“Prosecution History Files” means all files, documents and tangible things, as those terms have been interpreted pursuant to rules and laws governing the production of documents and things, constituting, comprising or relating to the investigation, evaluation, preperation, prosecution, maintenance, defence, filing, issuance and registration of the Patents, and such files, documents and tangible things constituting, comprising or relating to the assertion or enforcement of the Patents to the extent that they could be deemed to affect the scope, validity, patentability, or enforcability of the Patents.