Third Party Acquirer Clause Samples
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Third Party Acquirer. Following Successful Completion of a Phase 2 Clinical Trial for the Product pursuant to the Clinical Development Plan, OV and Eisai shall cooperate to identify one or more potential Third Party (a “Program Acquirer”) to acquire (whether through sale, license, merger or otherwise) and assume the rights to Develop, Manufacture and Commercialize the Product in the Field in the Territory. The Parties understand and agree that entry into any such agreement with a Program Acquirer (the “Program Acquirer Agreement”) shall be at the sole discretion of OV with the consent of Eisai, not to be unreasonably withheld, conditioned or delayed; provided that, following the expiration of the Option Exclusivity Period, Eisai shall be deemed to consent to such transaction where the Program Acquirer, together with its Affiliates, had at least One Hundred Million US Dollars ($100,000,000.00) of sales in the immediately preceding Calendar Year derived from sales of pharmaceutical products. If a suitable Third Party Acquirer is not secured, OV reserves the right, either itself or through its Affiliates, to advance the Product through Phase 3 Clinical Trials and Commercialize the Product.
Third Party Acquirer. A Third Party that licenses or acquires the Divesting Party’s ownership share of a Collaboration Product shall adhere to all terms and conditions of this Agreement, including but not limited to the fulfilment of its obligations under the then current Development Plan and Budget, as of the completion of the relevant Divestment agreement.
Third Party Acquirer. Following completion of a Phase II Clinical Trial for a Licensed Product pursuant to the Development Plan, OV may identify one or more, but not more than two (2), potential Third Party(ies) (a “Program Acquirer”) to acquire (whether through sale, license, merger or otherwise) and, subject to Clause 17.2 and/or Clause 2.2, respectively, assume the rights and obligations to Develop, Manufacture and Commercialize the respective Licensed Product in the Field in the Territory. The Parties understand and agree that entry into any such agreement with a Program Acquirer shall be at the discretion of OV, subject to Clause 17.2 and/or 2.2, respectively. If a suitable Third Party Acquirer is not secured, OV shall use its Commercially Reasonable Efforts to, either itself or through its Affiliates, Develop and Commercialize the Licensed Product.
Third Party Acquirer. OV shall have the right to identify and secure a Third Party to acquire (via sale, license, merger or otherwise) and assume the rights to the DRP Biomarker. Any agreement with such a Third Party to the DRP Biomarker shall be at the sole discretion ofOV, with advance written notice to R-Pharm.
Third Party Acquirer. If Brii Bio is not the acquirer of the Rehovot Facility and any direct or indirect acquiror of the Rehovot Facility is not otherwise obligated to perform in all material respects under the Supply Agreement (including as a result of merger or consolidation of VBI, applicable law or the like), each of VBI and K2HV (as contemplated in the K2HV Letter Agreement) shall use commercially reasonable efforts to cause any such acquiror of the Rehovot Facility to, in connection with such Transfer, concurrently enter into a supply agreement with Brii Bio for VBI-2601 and PreHevbri on substantially similar terms as the Supply Agreement as in effect on the Effective Date thereof, as from time to time amended, provided that imposing such requirement on prospective purchasers will not materially adversely impact the ability of VBI or K2HV to sell the Rehovot Facility or the terms of such sale (including the consideration to K2HV), and provided further that any amendment or modification to the Supply Agreement that imposes materially more burdensome terms, reduces compensation to VBI, or otherwise results in the agreement being materially less favorable to VBI, shall require K2HV’s consent.
Third Party Acquirer. Notwithstanding any provision of this Section 6.6 to the contrary, if any of the Shareholders or their Affiliates are acquired by a third party or a third party acquires substantially all of the business or assets of one of the Shareholders, whether by merger or other business combination, acquisition of stock or assets or otherwise (such third party, the “Acquiring Party”) that is engaged in a business competing with the GLyPharma Product in any jurisdiction worldwide (a “Competing Business”) at the time of such acquisition, the restrictions set forth in Section 6.6(a) shall not apply to such Competing Business of such Acquiring Party;; provided that the restrictions set forth in this Section 6.6 shall continue to apply to such Shareholder, as an Affiliate of the Acquiring Party, and with respect to activities of the Acquiring Party undertaken though employees of Shareholder and its subsidiaries as of the date hereof.
Third Party Acquirer. 8.3(b)(ii) Third Party Transaction.............................................. 8.3(b)(ii) Third Person......................................................... 6.7(a) under common control with............................................ 9.9(a) Unforeseen Circumstances............................................. 6.11 Violation............................................................ 4.6(a) Waiver and Debt Satisfaction Agreements.............................. 4.6(c) Warrants.............................................................