Exclusively License definition
Exclusively License shall have the correlative meaning.
Exclusively License means granting an exclusive license to the Material Intellectual Property for use in the Field.
Exclusively License shall have the correlative meaning. For the avoidance of doubt, the license granted under the Cephalon License Agreement shall be deemed to constitute an “Exclusive License” hereunder.
Examples of Exclusively License in a sentence
Any amounts paid to the party controlling the legal action by third parties as the result of an action or defense pursuant to Sections 8.1 or 8.2 with respect to the Exclusively License Patent Rights (including in satisfaction of a judgment or pursuant to a settlement) shall first be applied to reimbursement of the unreimbursed expenses (including attorneys’ fees and expert fees) incurred by each party.
More Definitions of Exclusively License
Exclusively License shall have the correlative meaning. “Existing Letters of Credit” has the meaning assigned to such term in Section 2.06(a). “Existing Initial Term Lender” has the meaning set forth in the First Amendment. “Existing Initial Term Loan” has the meaning set forth in the First Amendment. “Exit Transactions” means (a) the United States Bankruptcy Court for the Southern District of New York’s issuance of an order confirming the Reorganization Plan (the “Confirmation Order”) at Docket No. 3960 which Confirmation Order shall not be stayed or vacated, and which shall be otherwise in full force and effect without modification in any way materially adverse to the Lenders without the consent of the Administrative Agent, (b) the completion of the Exit Financing Approval Process (as defined in the Confirmation Order) in accordance with the terms of the Confirmation Order pursuant to the Exit Financing Term Sheet Documents (as defined in the Confirmation Order), which Exit Financing Term Sheet Documents shall be in form and substance reasonably acceptable to the Administrative Agent, and (c) the satisfaction or waiver of all conditions precedent to the effectiveness of the Reorganization Plan (to the extent such waiver is not materially adverse to the Lenders) and occurrence of the Effective Date (as defined in the Reorganization Plan) under the Reorganization Plan (which may occur substantially simultaneously with the Effective Date (as defined in this Agreement)) which Reorganization Plan is in full force and effect, without modification in any way materially adverse to the Lenders without the consent of the Administrative Agent. “Extended Commitments” means the Extended Term Loan Commitment and the Extended Revolving Commitment. “Extended Loans” means the Extended Term Loans and the Extended Revolving Loans.
Exclusively License shall have the correlative meaning. 140812225 v1
Exclusively License shall have the correlative meaning. “Existing Credit Agreement” means that certain Credit Agreement, dated as of November 29, 2016 (as amended by that certain First Amendment to Credit Agreement, dated as of March 15, 2018), among the Borrower, each lender from time to time party thereto and Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer. “Fair Market Value” means the price that would be paid in an arm’s length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by a Responsible Officer of the Borrower or by the board of directors (or a committee thereof) of the Borrower, evidenced by an officers’ certificate or board resolution, as applicable. “FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.