FLAMEL TECHNOLOGIES S Sample Clauses

FLAMEL TECHNOLOGIES S. A. is a biopharmaceutical company principally engaged in the development of two unique polymer-based delivery technologies for medical applications. Flamers Micropump® technology is a controlled release and taste-masking technology for the oral administration of small molecule drugs. Flamel's Medusa® nano-particulate technology is designed to deliver therapeutic proteins. Flamel's expertise in polymer science has also been instrumental in the development of a photochromic eyeglass lens product now marketed by Corning Inc. CONFIDENTIAL TREATMENT REQUESTED [***] – THE CONFIDENTIAL PORTION OF THIS AGREEMENT WHICH HAS BEEN REDACTED IS MARKEED WITH BRACKETS (“[***]”). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. This document contains a number of matters, particularly as related to the status of various research projects and technology platforms, that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The presentation reflects the current view of management with respect to future events and is subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. These risks include risks that products in the development stage may not achieve scientific objectives or milestones or meet stringent regulatory requirements, uncertainties regarding market acceptance of products in development, the impact of competitive products and pricing, and the risks associated with Flamel's reliance on outside parties and key strategic alliances. These and other risks are described more fully in Flamel's Annual Report on the Securities and Exchange Commission Form 20-F for the year ended December 31, 2000. Flamel assumes no obligation to update any forward-looking statements. CONFIDENTIAL TREATMENT REQUESTED [***] – THE CONFIDENTIAL PORTION OF THIS AGREEMENT WHICH HAS BEEN REDACTED IS MARKEED WITH BRACKETS (“[***]”). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. SCHEDULE 8.4 Flamel Insurance
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FLAMEL TECHNOLOGIES S. A., a French joint-stock company (société anonyme) with a share capital of EUR5,029,783 comprising 41,241,254 shares having a nominal value of EUR0.12196, all fully paid and registered office located at Parc Club du Moulin à Vent, 30, xxxxxx xx Xx Xxxxxxx Xxxx, 69200 Vénissieux, France, registered with the Lyon Trade and Companies Register (RCS) under no. 379 001 530, Represented by Mx. Xxxxxxx X. Anderson, Directeur Général of Flamel, who is duly authorised for the purpose hereof by a decision made by Flamel’s Board of Directors on 12 May 2016. Hereinafter the “Acquired Company” or “Flamel”. Avadel and Flamel are hereinafter referred to, individually, as a “Party” and, collectively, as the “Parties”.
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FLAMEL TECHNOLOGIES S. A. ÉCLAT HOLDINGS, LLC By: /s/ Sxxxxxx X. Xxxxxxx By: /s/ Alex Karnal Name: Sxxxxxx X. Xxxxxxx Name: Alex Karnal Title: Chief Executive Officer Title: Secretary
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FLAMEL TECHNOLOGIES S. A. ordinary shares outstanding and ordinary shares issuable pursuant to Equity-Linked Securities (as of the date of signing the Common Draft Terms of the Merger); Appendix 6.5 Estimated Fair Market Value for purposes of Section 6.5 Appendix 14 Flamel’s Works Council opinion Appendix 14.4 List of customs and unilateral commitments in force within Flamel as of the date hereof Appendix 15 Revised Constitution of Avadel [The signature page follows] Xx Xxxxxx, Xxxxxxx, Xx the Twenty-Ninth (29) day of June 2016 Seven (7) original copies.
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FLAMEL TECHNOLOGIES S. A. Ordinary Shares Outstanding and Ordinary Shares Issuable Pursuant to Equity-Linked Securities (As of the date of signing the Common Draft Terms of the Merger) Shares / Security Issuance date Beneficiary Number Nb subject to holding period / expiry date Outstanding authorities in force on the date hereof Ordinary shares outstanding N/A N/A 41,241,254 N/A N/A 2012 Free Shares (unvested – 6 beneficiaries – all US employees) 10 December 2016 6 beneficiaries – US employees 24,500 unvested 150,600 / 12 December 2016 N/A 2013 Free Shares (unvested – 5 beneficiaries) 12 December 2017 5 beneficiaries – US employees 23,000 unvested 151,250 / 31 December 2017 N/A 2014 Free Shares (unvested – 65 beneficiaries) 11 December 2016 11 December 2018 11 December 2018 54 beneficiaries – FR employees 8 beneficiaries – US employees 1 beneficiary – IR employees 141,550 unvested (will be vested on 12 December 2016) 36,500 unvested 1,500 unvested 141,550 / 12 December 2018 N/A 2015 Free Shares N/A N/A N/A N/A The authorisation granted to the Board of Directors on 26 June 2015 (expiring on 26 August 2018), still allows the Board of Directors to issue 250,000 free shares 2016 Free shares (non-allocated) 2016 EGM 59 beneficiaries – FR employees 15 beneficiaries – US employees 6 beneficiaries – IR employees 89,500 non-allocated 152,000 non-allocated 6,700 non-allocated N/A Authorisation to be granted at the 2016 EGM Shares / Security Issuance date Beneficiary Number Nb subject to holding period / expiry date Outstanding authorities in force on the date hereof Stock Options (outstanding shares, 45 beneficiaries - including grants made in December 2015 and early 2016) Since 2006 45 beneficiaries 2,401,726 N/A N/A Directors’ Stock Warrants (“BSA administrateurs”) 26 June 2015 Mx. Xxxxxxxxx, Mx. Xxxxxxx, Mx. Xxxxxx, Mx. Xxxxxxx and Mr. Van Assche 647,527 N/A N/A Scientific committee’s Stock Warrants 12 August 2013 Mx. Xxxxxxxx and Mr. Trepo 20,000 N/A N/A Breaking Stick Holdings (formerly known as Eclat Holdings) Warrants (Deerfield) (“BSA Eclat”) 13 March 2012 ECLAT HOLDING LLC 3,300,000 N/A N/A Stock warrants N/A N/A N/A N/A The authorisation granted to the Board of Directors on 26 June 2015 (expiring on 26 December 2016) still allows the Board of Directors to issue 4 stock warrants Total of Shares Issuable pursuant to Equity-Linked Securities: 6,844,953 N/A N/A Appendix 6.5 Estimated Fair Market Value for purposes of Section 6.5 The share premium will be computed by using the market...
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FLAMEL TECHNOLOGIES S. A. ordinary shares outstanding and ordinary shares issuable pursuant to Equity-Linked Securities (as of the date of signing the Common Draft Terms of the Merger);
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FLAMEL TECHNOLOGIES S. A. having its registered office at 30 xxxxxx xx Xx. Xxxxxxx Xxxx, 69200 Vénissieux, France (hereinafter called “the Guarantor” which expression shall where the context so admits or requires include its successors and assigns)
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FLAMEL TECHNOLOGIES S. A. By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Chief Executive Officer ACCEPTED: ÉCLAT HOLDINGS, LLC By: /s/ Alex Karnal Name: Alex Karnal Title: Secretary
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FLAMEL TECHNOLOGIES S. A. (a corporation (société anonyme) organized under the laws of the Republic of France) [3,800,000] Ordinary Shares in the form of American Depositary Shares (Nominal Value of approximately 0.1219 Euros per Ordinary Share) SUBSCRIPTION AND PURCHASE AGREEMENT October 2, 2003 MXXXXXX LXXXX & CO. Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated UBS Securities LLC SX Xxxxx Securities Corporation Punk, Zxxxxx & Company, L.X. Xxxxxxxx Curhan Ford & Co. Bxxxx Xxxxxx & Co., Inc. Pxxxxxx & Co. as Underwriters c/x Xxxxxxx Xxxxx & Co. Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 4 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Flamel Technologies S.A., a corporation (société anonyme) organized under the laws of the Republic of France (the “Company”), and the persons (other than the Company) listed in Schedule B hereto (the “Selling Shareholders”), confirm their respective agreements with Mxxxxxx Lxxxx & Co., Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (“Mxxxxxx Lxxxx”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof) with respect to (i) the issuance by the Company of 2,000,000 of its Ordinary Shares, nominal value of approximately 0.1219 Euros per share (“Ordinary Shares”), (ii) the sale by the Selling Shareholders, acting severally and not jointly, of [1,800,000] Ordinary Shares in the form of American Depositary Shares (“ADSs”), each ADS representing one of the Company’s Ordinary Shares, in the respective numbers as set forth in Schedule B hereto, (iii) the subscription by Mxxxxxx Lxxxx of the Primary Shares (defined below), (iv) the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Ordinary Shares, in the form of ADSs, as set forth opposite their respective names in Schedule A hereto and (v) the grant by the Selling Shareholders to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [570,000] additional Ordinary Shares in the form of ADSs to cover overallotments, if any. The aforesaid 2,000,000 new Ordinary Shares (the “Primary Shares”) to be issued by the Company and the [1,800,000] Ordinary Shares to be sold by the Selling Shareholders shall hereinafter be referred to as the “Initial Securities,” and all or any part of the additional [570,000] Ordinary Shar...
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Related to FLAMEL TECHNOLOGIES S

  • New Technology When new or updated technology is introduced into a workplace, it will be the responsibility of the employer to provide appropriate and, if necessary, ongoing training to the employees directly affected. Such training will include any health and safety implications or information that will enable employees to operate the equipment without discomfort and will help maintain their general well-being.

  • Technology Discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, maskworks and copyrights developed under this Agreement.

  • EMERGING TECHNOLOGIES The State reserves the right to modify the terms of this Contract or any future Periodic Recruitments, to allow for emerging technologies. OGS reserves the right to include such technology(ies) hereunder or to issue a formal modification or amendment to this Contract.

  • Third Party Technology Customer is hereby notified that third parties have licensed certain technology to Company, which is contained in the Software. Notwithstanding anything herein to the contrary, Customer hereby consents to the disclosure of Customer’s identity, and such other terms of this Agreement as necessary, to such third party licensors for the purpose of enabling Company to comply with the terms and conditions of such third party licenses. Any such Customer information will be provided pursuant to an obligation of confidentiality and nondisclosure at least as stringent as that imposed by this Agreement.

  • Diagnostic Services Procedures ordered by a recognized Provider because of specific symptoms to diagnose a specific condition or disease. Some examples include, but are not limited to:

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

  • Technology License 4.1 Unless any event described in Article 2.2 or 2.3 of this Agreement occurs, all of the technology required to be licensed for any of Party B’s business shall be provided by Party A on an exclusive basis. Party A will try its best to license Party B to use the technology owned by Party A, or re-license Party B to use the technology as approved by the owner.

  • Licensed Technology The term “Licensed Technology” shall mean the Licensed Patent Rights, Licensed Know-How and Licensed Biological Materials.

  • Technology Access A. Contractor expressly acknowledges that state funds may not be expended in connection with the purchase of an automated information system unless that system meets certain statutory requirements relating to accessibility by persons with visual impairments. Accordingly, Contractor represents and warrants to System Agency that the technology provided to System Agency for purchase (if applicable under this Contract or any related Solicitation) is capable, either by virtue of features included within the technology or because it is readily adaptable by use with other technology, of:

  • Information Technology The following applies to all contracts for information technology commodities and contractual services. “Information technology” is defined in section 287.012(15), F.S., to have the same meaning as provided in section 282.0041, F.S.

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