Judgment means any judgment, order, writ, assessment, ruling, verdict,
injunction, stipulation, citation, award, or decree of any nature.
Knowledge of Purchaser means the actual knowledge
after due and diligent inquiry (including, if applicable, an inquiry of direct reports), as of the date of this Agreement, of any of the officers of Purchaser identified on Schedule 1.1(a); provided, however, that, for purposes of clarity,
due and diligent inquiry may not require any specific inquiry of other individuals, their direct reports or outside counsel, and will be assessed on a
case-by-case basis, and shall not require an inquiry of public records or other experts.
Knowledge of Seller means the actual knowledge after due and diligent inquiry (including, if applicable, an inquiry of
direct reports), as of the date of this Agreement, of any of the officers of Seller identified on Schedule 1.1(b); provided, however, that, for purposes of clarity, due and diligent inquiry may not require any specific inquiry of
other individuals, their direct reports or outside counsel, and will be assessed on a case-by-case basis, and shall not require an inquiry of UT, public records or other
experts.
Law means, with respect to any Person, all laws (including common law), statutes, rules, regulations and
orders of Governmental Authorities applicable to such Person or any of its properties or assets.
Letter Agreements
means, collectively, the letter agreements by and between Seller and UT dated September 3, 2018, May 6, 2019, December 21, 2020, May 14, 2021, June 16, 2021, April 7, 2022 and December 22, 2022.
License Agreement means the License and Collaboration Agreement dated as of September 3, 2018, by and between Seller
and UT, as and to the extent amended by any of the Letter Agreements, and as may be further amended, amended and restated or otherwise modified from time to time prior to the Closing Date, and following the Closing Date, as and to the extent
amended, amended and restated or otherwise modified in compliance with this Agreement (including Section 5.5).
License Agreement Termination Date means the earliest to occur of (i) the effective date of the termination of the
entire License Agreement following delivery of written notice to Seller by UT pursuant to Section 12.3(a) of the License Agreement or (ii) the effective date of the termination of the License Agreement solely as to the Royalty Product
following delivery of written notice to Seller by UT pursuant to Section 12.3(a) of the License Agreement.
Lien
means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), option, right of first offer or first refusal, charge against or interest in property or other priority or
preferential arrangement of any kind or nature whatsoever, in each case to secure payment of a debt or performance of an obligation, including any conditional sale or any sale with recourse; provided that Sellers recoupment rights pursuant to
Section 2.1(b), Section 5.6(b), Section 5.6(c), Section 5.6(d), Section 5.8(b) and
Section 5.8(c) are expressly excluded from this definition and shall not be deemed to be a Lien for purposes of this Agreement.
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