Existence; Good Standing. The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
Appears in 10 contracts
Sources: Purchase and Sale Agreement (Candel Therapeutics, Inc.), Purchase and Sale Agreement (Immunic, Inc.), Purchase and Sale Agreement (Syndax Pharmaceuticals Inc)
Existence; Good Standing. The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
Appears in 4 contracts
Sources: Royalty Purchase Agreement (LadRx Corp), Royalty Purchase Agreement (Arrowhead Pharmaceuticals, Inc.), Royalty Purchase Agreement (Concert Pharmaceuticals, Inc.)
Existence; Good Standing. The Seller is a corporation corporation, duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware. The Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
Appears in 3 contracts
Sources: Purchase and Sale Agreement (Apogee Therapeutics, Inc.), Purchase and Sale Agreement (Revolution Medicines, Inc.), Purchase and Sale Agreement (Geron Corp)
Existence; Good Standing. The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to haveresult in, either individually or in the aggregate, a Material Adverse EffectProduct MAE.
Appears in 2 contracts
Sources: Royalty Purchase Agreement (PTC Therapeutics, Inc.), Royalty Purchase Agreement (PTC Therapeutics, Inc.)
Existence; Good Standing. The Seller is a corporation corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Sources: Synthetic Royalty Purchase Agreement (Dare Bioscience, Inc.), Traditional Royalty Purchase Agreement (Dare Bioscience, Inc.)
Existence; Good Standing. The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectmaterial adverse effect upon the Purchased Assets or the Seller’s ability to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Ligand Pharmaceuticals Inc)
Existence; Good Standing. The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect.
Appears in 1 contract
Existence; Good Standing. The Seller is a corporation business company duly incorporatedorganized, validly existing and in good standing under the laws of the State of DelawareBritish Virgin Islands. The Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
Appears in 1 contract
Sources: Funding Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
Existence; Good Standing. The Seller is a corporation corporation, duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware. The Each of the Seller and its Affiliates is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Denali Therapeutics Inc.)
Existence; Good Standing. The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.would
Appears in 1 contract
Sources: Purchase and Sale Agreement (Aquestive Therapeutics, Inc.)
Existence; Good Standing. The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Seller is duly 106809661.3 licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
Appears in 1 contract
Existence; Good Standing. The Seller is a Delaware corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware. The Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
Appears in 1 contract
Sources: Royalty Purchase Agreement (Dicerna Pharmaceuticals Inc)
Existence; Good Standing. The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the Payment Rights, or Seller’s ability to enter into and to perform its obligations under this Agreement.
Appears in 1 contract
Existence; Good Standing. The Seller is a corporation duly incorporated, validly existing and in good standing under the laws Laws of the State of DelawareWashington. The Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to have, either individually or in the aggregate, a Seller Material Adverse Effect.
Appears in 1 contract