Value of Net Proceeds Sample Clauses

Value of Net Proceeds. If at the time of the closing of a Strategic Transaction GBT owns or controls (whether through a license or otherwise) other assets or rights in addition to the Compound or Product rights that are subject of the Strategic Transaction (“Additional Assets”), then the Parties shall negotiate and agree in good faith the value of the Net Proceeds, exclusive of the value attributed to the Additional Assets. If after good faith negotiations, the Parties cannot agree on an allocation of value between the Additional Assets and the Compound and Product rights within [***] after the closing of a Strategic Transaction, then the dispute shall be initially referred to the executive officers of the Parties in accordance with Section 22.2. Should the Parties fail to agree within [***] of such referral, then Roche shall select an independent, neutral, internationally recognized investment banking, accounting or valuation firm having expertise in * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission the pharmaceutical industry and reasonably acceptable to GBT (“Valuation Firm”) to perform an independent valuation of the Additional Assets and the Compound and Product rights, which determination shall be final and binding on the Parties. The Valuation Firm shall be requested to determine the allocation of the value between such assets within [***] of its appointment and to notify the Parties in writing of its determination. The fees and expenses of such Valuation Firm shall be paid by Roche, and shall be independent of the results of its valuation, however, if such determination of the value of the Net Proceeds by the Valuation Firm is more than [***] percent ([***]%) of GBT’s last written offer pursuant to the good faith negotiations under this Section 10.8.3, the fees and expenses of such Valuation Firm shall be paid by GBT. This Section 10.8.3 does not apply if GBT closes the Strategic Transaction and the Compounds and Products are the only assets owned or controlled by GBT at the time of the Strategic Transaction. In such case, the value associated with the Compounds and Products is one hundred percent (100 %) of the Net Proceeds.
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Value of Net Proceeds. If at the time of the completion of a Partner Agreement Millendo owns or controls (whether through a license or otherwise) other assets or rights in addition to the Compound or Product rights that are subject of the Partner Agreement, then the Parties shall negotiate and agree in good faith the value of the Net Proceeds, exclusive of the value attributed to Millendo’s other assets. If after good faith negotiations, the Parties cannot agree on an allocation of value among Millendo’s assets within sixty (60) days after the completion of a Partner Agreement, then the dispute shall be initially referred to the executive officers of the Parties in accordance with Section 20.2. Should the Parties fail to agree within sixty (60) days of such referral, then Millendo shall select a nationally recognized investment banking, accounting or valuation firm having expertise in the pharmaceutical industry and reasonably acceptable to Roche (“Valuation Firm”) to perform an independent valuation of the relevant assets of Millendo, which determination shall be final and binding on the Parties. The Valuation Firm shall be requested to determine the allocation of the value between Millendo’s assets within ninety (90) Business Days of its appointment and to notify the Parties in writing of its determination. The fees and expenses of such Valuation Firm shall be paid by Roche, however, if such determination of the value of the Net Proceeds by the Valuation Firm is [***] percent ([***]%) more than Millendo’s last written offer pursuant to the good faith negotiations under this Section 9.7.3, the fees and expenses of such Valuation Firm shall be paid by Millendo. This Section 9.7.3 shall not apply if Millendo closes the Partner Agreement and the Compounds and Products are the only assets Controlled by Millendo at the time of the Partner Agreement or are the only assets that are the subject of the Partner Agreement. In such case, the value associated with the Compounds and Products is hundred percent (100%).
Sample 1

Related to Value of Net Proceeds

  • Application of Net Proceeds The Company shall apply the net proceeds from the Offering received by it in a manner consistent with the application thereof described under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Net Proceeds The Company will apply the net proceeds from the Offering and the sale of the Private Placement Warrants received by it in a manner consistent with the applications described under the caption “Use of Proceeds” in the Statutory Prospectus and the Prospectus.

  • Gross Proceeds The aggregate purchase price of all Shares sold for the account of the Company through all Offerings, without deduction for Sales Commissions, volume discounts, any marketing support and due diligence expense reimbursement or Organization and Offering Expenses. For the purpose of computing Gross Proceeds, the purchase price of any Share for which reduced Sales Commissions are paid to the Dealer Manager or a Soliciting Dealer (where net proceeds to the Company are not reduced) shall be deemed to be the full amount of the offering price per Share pursuant to the Prospectus for such Offering without reduction.

  • Proceeds The Company shall use the proceeds from the issuance and sale of the Securities as set forth in “Use of Proceeds to issuer” in the Offering Circular.

  • Distribution of Net Cash Flow Net Cash Flow shall be distributed among the Partners in accordance with their Partnership Percentages at such times and in such amounts as shall be determined by the General Partner.

  • Distributions of Net Cash Flow The Net Cash Flow of the Partnership for each calendar year, shall be distributed to the Partners from time to time, in the discretion of the General Partner, in accordance with the Percentage Interests of the Partners.

  • Cash Proceeds In addition to the rights of the Collateral Agent specified in Section 4.3 with respect to payments of Receivables, all proceeds of any Collateral received by any Grantor consisting of cash, checks and other non-cash items (collectively, “Cash Proceeds”) shall be held by such Grantor in trust for the Collateral Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 4.4(a)(ii), be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required) and held by the Collateral Agent in the Collateral Account. Any Cash Proceeds received by the Collateral Agent (whether from a Grantor or otherwise): (i) if no Event of Default shall have occurred and be continuing, shall be held by the Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and (ii) if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Collateral Agent, (A) be held by the Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter may be applied by the Collateral Agent against the Secured Obligations then due and owing.

  • Market Value Adjustment 16 3.07 Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11

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