U.S. GOVERNMENT DISPUTES. Any dispute between Service Provider and PARATEK arising from the U.S. Government’s actions under the applicable PARATEK agreement(s) with the U.S. Government, and for which PARATEK has recourse against the U.S. Government, will be resolved as follows notwithstanding any other dispute provisions in this Agreement:

“U.S.” or “United States” means the United States of America, its territories and possessions, including Puerto Rico.

“U.S. Person” shall mean a person described in Rule 902(k) of Regulation S of the Securities Act (or any successor rule or provision), which generally defines a U.S. person as any natural person resident in the United States, any estate of which any executor or administrator is a U.S. Person, or any trust of which of any trustee is a U.S. Person.

“U.S. Net Sales Milestones” has the meaning set forth in [Section 8.5.2] (U.S. Net Sales Milestones Following Opt-Out).

U.S. Net Sales Milestones Following Opt-Out. If the Cost Share End Date occurs, then, following the Cost Share End Date, in addition to the ROW Net Sales Milestones set forth in Table 8.5.1 above, GSK shall, in partial consideration for the licenses granted to GSK under Section 9.1 (License Grant to GSK), pay to ITEOS the Net Sales-based milestone payments as set forth in Table 8.5.2 below (the “U.S. Net Sales Milestones Payments”) the first time the aggregate Net Sales for all Licensed Products within any Calendar Year in the U.S. meets the corresponding threshold set forth in Table 8.5.2 below (the “U.S. Net Sales Milestones”):

U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

U.S. Government Securities, in each case maturing within one year from the date of acquisition thereof;

U.S. Seller and Non-U.S. IP Seller each directly own certain assets and are subject to certain liabilities relating thereto as set forth below;

U.S. Seller shall sell, convey, assign and transfer to Buyer Parent, and Buyer Parent shall purchase and acquire from U.S. Seller, # the assets expressly identified as part of the Wilmington Assets and Liabilities and # the Transferred U.S. Intellectual Property, in each case free and clear of any Liens, other than Permitted Liens (clauses (i) and (ii), collectively, the “U.S. Assets”);

U.S. Taxpayer: a Member who