Potentially Transferable Assets definition

Potentially Transferable Assets means the tangible and intangible assets used in or related to any Parent program, including, but not limited to, SBT6050, SBT6290, SBT8230, TLR8 linker payloads and Parent’s discovery programs, including linker technology, payload technology, antibody technology, cytotoxic ADCs and glucocorticoid receptor agonist program.

Potentially Transferable Assets means any of the assets, technology and intellectual property of the Company related to the Parent Legacy Business.

Potentially Transferable Assets means the tangible and intangible assets (including intellectual property) primarily used in or primarily related to the research and development programs of the Company, including pegtarviliase for Homocystinuria and pegzilarginase for Arginase 1 Deficiency.

Examples of Potentially Transferable Assets in a sentence

• For clarity, if the Asset Dispositions are not completed prior to, concurrently with, or within five (5) days following the Closing, the Potentially Transferable Assets shall be retained by Parent and the value of such Potentially Transferable Assets shall have no impact on the calculation of the Exchange Ratio.

• For clarity, if the Asset Dispositions are not completed prior to the Effective Time, the Potentially Transferable Assets shall be retained by Parent and the value of such Potentially Transferable Assets shall have no impact on the calculation of the Exchange Ratio.

• Parent shall be entitled, but under no obligation, to sell, transfer, license, assign or otherwise divest Potentially Transferable Assets in a transaction or series of transactions; provided, that any such sale, transfer, license or other disposition must be expressly approved by the Parent Board (each, an “Asset Disposition” and collectively, the “Asset Dispositions”).

• Except as set forth in A rticle 3, S ection 4.2(a) and S ection 4.2(b), none of the Company or any of its Subsidiaries shall have any obligation or liability whatsoever to any Person relating to or in connection with any action, or failure to act, with respect to the sale of the Potentially Transferable Assets.

• The Company’s Board has delegated to a special committee of the Company’s Board of Directors (the “ Special Committee”) the sole responsibility, authority and discretion during the Disposition Period with respect to (i) managing the Potentially Transferable Assets, and(ii) conducting any sale process (including engagement of advisors) with respect to a Disposition during the Disposition Period.

More Definitions of Potentially Transferable Assets

Potentially Transferable Assets means the tangible and intangible assets primarily used in or primarily related to the Company’s Bolt-On Chimeric Receptor (BOXR) technology, Antibody-Coupled T cell Receptor (ACTR) technology, Autologous Cell Therapy Industrial Automation (ACTIA) technology or Cell On-site Processing (COPR) technology.

Potentially Transferable Assets means the tangible and intangible assets primarily used in or primarily related to the Company’s MGTA-145 program, CD45-ADC program, MGTA-117 antibody, the E478 technology or the Igenica patent portfolio.

Potentially Transferable Assets means the non-cash assets of Parent existing as of the date of this Agreement.

Potentially Transferable Assets means the Parent IP and other assets and technology of Parent in existence on the date of this Agreement.

Potentially Transferable Assets means the tangible and intangible assets (including Contract rights and Parent IP Rights) described on Schedule III.

Potentially Transferable Assets means the tangible and intangible assets, including but not limited to any inventory, data, records, trade secrets and result of clinical trials (other than Cash and Cash Equivalents except with respect to the payment of any costs and expenses associated with the transfer of these assets or presently held by PubCo’s Chinese subsidiary) used in or related to NSI-556 and NSI-189, PubCo’s stem cell therapies and small molecule compound, respectively, as well as all the assets of PubCo’s Chinese subsidiary.

Potentially Transferable Assets means the Reverse Bio Business.