Exceptions for Certain Third Party Acquisitions Sample Clauses

Exceptions for Certain Third Party Acquisitions. 87 9.9 Effect of Change of Control 89 9.10 Exceptions for Licensed Product Indication Failures 89 Article 10 INTELLECTUAL PROPERTY 89 10.1 Ownership. 89 10.1.1 Inventions. 89 10.1.2 Results and Data 90 10.2 Prosecution and Maintenance. 90 10.2.1 BeiGene First Right 90 10.2.2 Novartis Fallback Right 91 10.2.3 Novartis First Right 91 10.2.4 BeiGene Fallback Right 91 10.2.5 Cooperation in Prosecution and Maintenance 92 10.2.6 Cost of Prosecution and Maintenance 92 10.2.7 Patent Prosecution Conferences 92 10.3 Enforcement. 92 10.3.1 Notice 92 10.3.2 Novartis First Right 93 10.3.3 BeiGene Fallback Right 93 10.3.4 BeiGene First Right 93
Sample 1
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Exceptions for Certain Third Party Acquisitions. (a) Notwithstanding Section 9.8.1, if a Party or any of its Affiliates (collectively, the “Acquiring Party”) acquires a Third Party or a portion of the business of a Third Party (whether by merger or acquisition of all or substantially all of the stock or assets of such Third Party or of any operating or business division of such Third Party or similar transaction) (a “Third Party Acquisition”) that is, prior to such acquisition, developing, manufacturing, or commercializing a Competing Product for use in the Field, then the Acquiring Party shall not be in breach of Section 9.8.1 as a result of such Third Party Acquisition; provided, that, such Acquiring Party provides written notice to the other Party no later than […***…] following the closing of such Third Party Acquisition that it elects to either (i) cease all development, manufacture, and commercialization of, and the conduct of Medical Affairs Activities with respect to, such Competing Product; (ii) execute an amendment to this Agreement to include such Competing Product as a Licensed Product for purposes of this Agreement or (iii) Divest such Competing Product. If such Acquiring Party provides such written notice within such […***…] period that it wishes to execute an amendment to this Agreement to include such Competing Product as a Licensed Product for purposes of this Agreement, the Parties shall promptly negotiate in good faith such an amendment for a period up to […***…]. If such Acquiring Party fails to provide such written notice within such […***…] period, then such Acquiring Party shall be deemed to have elected to Divest such Competing Product in accordance with this Section 9.8.2. Immediately upon execution by the Acquiring Party of a binding agreement to effect the Third Party Acquisition, the Acquiring Party shall have the right, by providing written notice to Novartis, to (A) terminate the Acquiring Party’s right to participate in any Committees established pursuant to Article 2, which Committees shall, if the other Party elects, be disbanded; (B) assume the sole responsibility for making certain decisions designated by the other Party that were the responsibility of the Acquiring Party and/or of Committees, including certain final decisions to be made by the members of the JSC appointed by the Acquiring Party; (C) terminate all obligations of the other Party to provide the Acquiring Party with certain information and reports, including any Development reports, data and Know-How, purs...
Sample 1
Exceptions for Certain Third Party Acquisitions. (a) Notwithstanding Section 9.6.1, if a Party or any of its Affiliates (collectively, the “Acquiring Party”) acquires a Third Party or a portion of the business of a Third Party (whether by merger or acquisition of all or substantially all of the stock or assets of such Third Party or of any operating or business division of such Third Party or similar transaction) (a “Third Party Acquisition”) that is, prior to such acquisition, developing, manufacturing, or commercializing a Competing Product for use in the Field, then the Acquiring Party shall not be in breach of Section 9.6.1 as a result of such Third Party Acquisition; provided, that, such Acquiring Party provides written notice to the other Party no later than […***…] following the closing of such Third Party Acquisition that it elects to […***…]. If such Acquiring Party provides such written notice within such […***…], the Parties shall promptly negotiate in good faith such an amendment for a period up to […***…]. If such Acquiring Party fails to provide such written notice within such […***…] period, then such Acquiring Party shall be deemed to have elected to […***…] in accordance with this Section 9.6.5. Immediately upon execution by the Acquiring Party of a binding agreement to effect the Third Party Acquisition, the Acquiring Party shall have the right, by providing written notice to Novartis, […***…].
Sample 1
Exceptions for Certain Third Party Acquisitions. (i) Notwithstanding the foregoing in Section 5.5.2 and Section 5.5.3, if a Party or any of its Affiliates (collectively, the “Acquiring Party”) acquires a Third Party or a portion of the business of a Third Party (whether by merger or acquisition of all or substantially all of the stock or of all or substantially all of the assets of such Third Party or of any operating or business division of such Third Party or similar transaction) (a “Third Party Acquisition”) that is, prior to such acquisition, researching, developing, manufacturing or commercializing a product where such activities, if conducted by such Acquiring Party at such time, would constitute a breach of Section 5.5.3 (if the Acquiring Party is Gilead) (a “Gilead Competing Product”) or Section 5.5.2 or Section 5.5.3 (if the Acquiring Party is Tango) (a “Tango Competing Product”; and, each of a Gilead Competing Product and a Tango Competing Product, a “Competing Product”), then the Acquiring Party shall not be in breach of Section 5.5.2 or Section 5.5.3, as applicable, as a result of such Third Party Acquisition; provided, that such Acquiring Party provides written notice to the other Party no later than [***] following the closing of such Third Party Acquisition that such Third Party Acquisition occurred and whether it elects to: [***]. In the event that such Acquiring Party fails to provide such written notice within such [***]-period, then such Competing Product shall be deemed included within the scope of this Agreement in accordance with clause (x) above.
Sample 1
Exceptions for Certain Third Party Acquisitions 
Sample 1

Related to Exceptions for Certain Third Party Acquisitions

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  • Selection of Subcontractors, Procurement of Materials and Leasing of Equipment The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract.

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  • CERTIFICATION REGARDING CERTAIN FOREIGN-OWNED COMPANIES IN CONNECTION WITH CRITICAL INFRASTRUCTURE (Texas law as of September 1, 2021) By submitting a proposal to this Solicitation, you certify that you agree to the following required by Texas law as of September 1, 2021: Proposing Company is prohibited from entering into a contract or other agreement relating to critical infrastructure that would grant to the company direct or remote access to or control of critical infrastructure in this state, excluding access specifically allowed by the Proposing Company for product warranty and support purposes. Company, certifies that neither it nor its parent company nor any affiliate of company or its parent company, is (1) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or a designated country; (2) a company or other entity, including governmental entity, that is owned or controlled by citizens of or is directly controlled by the government of China, Iran, North Korea, Russia, or a designated country; or (3) headquartered in China, Iran, North Korea, Russia, or a designated country. For purposes of this contract, “critical infrastructure” means “a communication infrastructure system, cybersecurity system, electric grid, hazardous waste treatment system, or water treatment facility.” See Tex. Gov’t Code § 2274.0101(2) of SB 1226 (87th leg.). The company verifies and certifies that company will not grant direct or remote access to or control of critical infrastructure, except for product warranty and support purposes, to prohibited individuals, companies, or entities, including governmental entities, owned, controlled, or headquartered in China, Iran, North Korea, Russia, or a designated country, as determined by the Governor.

  • Certification Regarding Prohibition of Certain Terrorist Organizations (Tex Gov. Code 2270) Vendor certifies that Vendor is not a company identified on the Texas Comptroller’s list of companies known to have contracts with, or provide supplies or services to, a foreign organization designated as a Foreign Terrorist Organization by the U.S. Secretary of State. Does Vendor certify? 3 Yes

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  • Solicitations for Subcontracts, Including Procurements of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the Engineer for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Engineer of the Engineer's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin.

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