BeiGene Fallback Right Sample Clauses

BeiGene Fallback Right. If Novartis determines not to institute an action or proceeding with respect to a given Competing Trademark Infringement of any BeiGene Trademark pursuant to Section 9.1.6(b) or if Novartis or its designee fails to xxxxx such Competing Trademark Infringement in the Novartis Territory or to file an action to xxxxx such Competing Trademark Infringement in the Novartis Territory within […***…] after a written request from BeiGene to do so, or if Novartis discontinues the prosecution of any such action after filing without abating such Competing Trademark Infringement, then BeiGene shall have the right to enforce such BeiGene Trademark against such Competing Trademark Infringement in the Novartis Territory at its sole expense as it reasonably determines appropriate and shall keep Novartis reasonably informed with respect to any such enforcement action.
Sample 1
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BeiGene Fallback Right. If Novartis decides not to Prosecute or Maintain a Joint Patent in any country or intends to allow such Joint Patent to lapse or become abandoned without having first filed a substitute, it will notify and consult with BeiGene of such decision or intention in at least […***…] prior to the date upon which the subject matter of such Joint Patent will become unpatentable or will lapse or become abandoned, and (a) BeiGene will thereupon have the right, but not the obligation, to assume the Prosecution and Maintenance thereof at BeiGene’s sole cost and expense (each, an “BeiGene Assumed Patent”) (in both Parties’ names), through patent counsel or agents of its choice and (b) such BeiGene Assumed Patent will no longer deemed to be part of the licenses granted to Novartis pursuant to this Agreement, although Novartis shall retain its rights as an owner of such Joint Patent. To the extent that BeiGene assumes such responsibility, Novartis shall promptly deliver to BeiGene copies of all necessary files related to any BeiGene Assumed Patents with respect to which responsibility has been transferred and shall take all actions and execute all documents reasonably necessary for BeiGene to assume such activities, at BeiGene’s request.
Sample 1
BeiGene Fallback Right. If Novartis determines not to institute an action or proceeding with respect to a given Competing Infringement of any BeiGene Core Patent or Joint Patent pursuant to Section 10.3.2 or if Novartis or its designee fails to xxxxx such Competing Infringement in the Novartis Territory or to file an action to xxxxx such Competing Infringement in the Novartis Territory within […***…] after a written request from BeiGene to do so, or if Novartis discontinues the prosecution of any such action after filing without abating such Competing Infringement, then BeiGene shall have the right to enforce such BeiGene Core Patent or Joint Patent as applicable, against such Competing Infringement in the Novartis Territory at its sole expense as it reasonably determines appropriate and shall keep Novartis reasonably informed with respect to any such enforcement action. Notwithstanding the foregoing, BeiGene shall only have the right to enforce a Joint Patent if it determines in good faith after consultation with outside patent counsel mutually acceptable to the Parties and with Novartis, subject to entering into a common interest agreement pursuant to Section 10.3, that there is a good faith basis to enforce the Joint Patent.
Sample 1
BeiGene Fallback Right. If Novartis determines not to institute an action or proceeding with respect to a given Third Party Infringement pursuant to Section 10.5.2 or if Novartis or its designee fails to defend such Third Party Infringement in the Novartis Territory or to file an action to defend such Third Party Infringement in the Novartis Territory within […***…] after a written request from BeiGene to do so, or if Novartis discontinues the defense of any such action after filing without abating such Third Party Infringement, then BeiGene shall have the right to right, but not the obligation, to defend, and take other actions (including to settle) with respect to, any such claim of Third Party Infringement, at BeiGene’s sole discretion, cost, and expense and shall keep Novartis reasonably informed with respect to any such enforcement action; provided, that, BeiGene shall not enter into any settlement admitting the invalidity of, or otherwise impairing, any Novartis Controlled Patents without the prior written consent of Novartis, which consent shall not be unreasonably withheld, delayed or conditioned. Any damages or other monetary awards that are awarded to a Third Party in any Third Party Infringement or in connection with a settlement of any such Third Party Infringement that is defended by BeiGene under this Section 10.5.3 will be shared as follows: (A) Novartis shall bear […***…] of such damages or monetary awards and (B) BeiGene shall bear […***…] of such damages or monetary awards.
Sample 1
BeiGene Fallback Right. If Novartis determines not to institute an action or proceeding with respect to a given Third Party Infringement pursuant to Section 10.5.2 or if Novartis or its designee fails to defend such Third Party Infringement in the Novartis Territory or to file an action to defend such Third Party Infringement in the Novartis Territory within […***…] after a written request from BeiGene to do so, or if Novartis discontinues the defense of any such action after filing without abating such Third Party Infringement, then BeiGene shall have the right to right, but not the obligation, to defend, and take other actions (including to settle) with respect to, any such claim of Third Party Infringement, at BeiGene’s sole discretion, cost, and expense and shall keep Novartis reasonably informed with respect to any such enforcement action; provided, that, BeiGene shall not enter into any settlement admitting the invalidity of, or otherwise impairing, any Novartis Controlled Patents without the prior written consent of Novartis, which consent shall not be unreasonably withheld, delayed or conditioned.
Sample 1

Related to BeiGene Fallback Right

  • Partial or No Exercise of the Over-allotment Option In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the issued and outstanding Shares immediately following the IPO.

  • Default Not Exceeding 10% of Firm Units or Option Units If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Units or the Option Units, if the Over-allotment Option is exercised, hereunder, and if the number of the Firm Units or Option Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units or Option Units that all Underwriters have agreed to purchase hereunder, then such Firm Units or Option Units to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

  • Default Not Exceeding 10% of Firm Shares or Option Shares If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares or Option Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

  • Piggy-Back Rights If at any time on or after the date the Company consummates a Business Combination the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

  • Default Exceeding 10% of Firm Shares or Option Shares In the event that the default addressed in Section 6.1 relates to more than 10% of the Firm Shares or Option Shares, you may in your discretion arrange for yourself or for another party or parties to purchase such Firm Shares or Option Shares to which such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares or Option Shares, you do not arrange for the purchase of such Firm Shares or Option Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to you to purchase said Firm Shares or Option Shares on such terms. In the event that neither you nor the Company arrange for the purchase of the Firm Shares or Option Shares to which a default relates as provided in this Section 6, this Agreement will automatically be terminated by you or the Company without liability on the part of the Company (except as provided in Sections 3.9 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Shares, this Agreement will not terminate as to the Firm Shares; and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder.

  • Default Exceeding 10% of Firm Units or Option Units In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Units or Option Units, the Representative may in its discretion arrange for itself or for another party or parties to purchase such Firm Units or Option Units to which such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the Firm Units or Option Units, the Representative does not arrange for the purchase of such Firm Units or Option Units, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Company and the Representative to purchase said Firm Units or Option Units on such terms. In the event the Representative does not arrange for the purchase of the Firm Units or Option Units to which a default relates as provided in this Section 6, this Agreement may be terminated by the Company without liability on the part of the Company (except as provided in Sections 3.12 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Units, this Agreement will not terminate as to the Firm Units; and provided further that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.

  • Share Termination Delivery Property A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.

  • Grant Amount The maximum amount payable by the State under this Grant Agreement shall not exceed $<INSERT AMOUNT>.

  • Top-Up Option (a) The Company hereby grants to the Purchaser an irrevocable option (the “Top-Up Option”) to purchase, at a price per share equal to the Offer Price, a number of Common Shares (the “Top-Up Option Shares”) that, when added to the number of Common Shares owned by Parent or the Purchaser or any direct or indirect wholly owned Subsidiary of Parent or the Purchaser at the time of exercise of the Top-Up Option, constitutes one Common Share more than 90% of the number of Common Shares that will be outstanding immediately after the issuance of the Top-Up Option Shares. The Top-Up Option may be exercised by the Purchaser, in whole, at any time on or after the date on which the Purchaser accepts for payment and pays for all Common Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Acceptance Date”) and on or prior to the fifth Business Day after the later of the Acceptance Date and the expiration of any subsequent offering period under Rule 14d-11 under the Exchange Act; provided, however, that the obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) the number of Top-Up Option Shares to be issued by the Company shall in no event exceed 19.90% of the number of outstanding Common Shares or the voting power of the Company, in each case, as of immediately prior to the issuance of the Top-Up Option Shares, (ii) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of such exercise, (iii) the issuance of Top-Up Option Shares pursuant to the Top-Up Option would not require approval of the Company’s shareholders under applicable Law or regulation (including the NYSE rules and regulations), (iv) upon exercise of the Top-Up Option, the number of Common Shares owned by Parent or the Purchaser or any direct or indirect wholly owned Subsidiary of Parent or the Purchaser constitutes one Share more than 90% of the number of Common Shares that will be outstanding immediately after the issuance of the Top-Up Option Shares and (v) the Purchaser has accepted for payment and paid for all Common Shares validly tendered in the Offer and not validly withdrawn. The parties shall cooperate to ensure that the issuance of the Top-Up Option Shares is accomplished consistent with all applicable legal requirements of all Governmental Entities, including compliance with an applicable exemption from registration of the Top-Up Option Shares under the Securities Act.

  • Share Termination Delivery Unit One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “Exchange Property”), a unit consisting of the type and amount of such Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event, as determined by the Calculation Agent. Failure to Deliver: Applicable

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