Mark X Technology. Shall mean all confidential or proprietary information, trade secrets and know how relating to the Mark X technology as such technology is further described on Exhibit A to this Agreement. The Mark X Technology is sometimes referred to herein as the "Licensed Technology"). 1.2. "Licensed Rights" means all rights under any patent, copyright, confidential or proprietary information, trade secrets and know-how relating to the Mark X Technology, and includes the Licensed
... Technology. 1.3. "Licensed Tool(s)" shall include coding systems, proprietary file systems, computer software program, communications protocols, development methodologies, and documentation that encompass or incorporate or are based on any of the Mark X Technology, but do not include software products, and services that result from "Authorized Use" of the Licensed Tools. Licensed Tools specifically excludes hardware implementations of the Mark X Technology. 1.4. "Authorized Use" refers to those activities and Licensed Rights granted by KFI under this Agreement to everyone who purchases or sub-licenses a Licensed Tool. 1.5. "Net Sales" means the gross amounts received by KFI worldwide, from the sales, license or disposal of Licensed Tools, less commissions, credit for returns, customary trade discounts, deductions for transportation charges, and taxes and duties directly imposed on the sale. Except for customary trade discounts, should KFI sell, rent or dispose of any Licensed Tool in a non arm's-length transaction, the Net Sales shall be computed based on proceeds from sales of a similar product in an arms-length transaction. 1.6. "Reasonable Effort" means a reasonable program of supporting technology improvements and marketing that expands industry adoptions, installed base, and commercial use of the Mark X Technology. 1.7. "Improvement(s)" shall mean inventions, modifications, adaptations or improvements, which relate to or are based on the Mark X Technology. 1.8. "Sublicensee" shall mean a person or entity to whom KFI has granted the right under the Licensed Technology to develop, manufacture, have manufactured, use, market and/or sell the Licensed Tools. 1.9. "Sublicense Income" shall mean the gross amount (net of tax withholdings for taxes which KFI is obligated to pay) received by KFI from Sublicensees for or on account of sublicenses of any of the rights granted KFI hereunder and the sale of Licensed Tools, including royalties, license fees, milestone payments, option fees and other amounts paid or other non-monetary financial benefit provided to KFI by Sublicensees. Sublicensee Income shall not include amounts received by KFI from a Sublicensee for an equity investment in KFI.
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