Hold Separate Transaction definition

Hold Separate Transaction means any “hold separate” transaction (whether through the establishment of a trust or otherwise) involving the proposed sale of the applicable Competing Product pursuant to an agreement with any Governmental Authority responsible for antitrust laws.
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Hold Separate Transaction means any “hold separate” transaction (whether through the establishment of a trust or otherwise) involving the proposed sale of an Agreement Compound pursuant to an agreement with any Government Authority responsible for antitrust laws.
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Hold Separate Transaction shall have the meaning set forth in Section 5.06(b).
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Examples of Hold Separate Transaction in a sentence

  • If PFIZER elects to divest its interest in such competing product, PFIZER shall use reasonable efforts to identify a Third Party purchaser to whom PFIZER will divest its interest in such competing product and to enter into a definitive agreement with such Third Party for such divestiture as soon as reasonably practicable under the circumstances (which may be subject to a Hold Separate Transaction (as defined below) as applicable).

  • If Pfizer is required or elects to divest its interest in such Competing Product, then Pfizer shall use reasonable efforts to identify a Third Party purchaser to whom Pfizer will divest its interest in such Competing Product and to enter into a definitive agreement with such Third Party for such divestiture as soon as reasonably practicable under the circumstances (which may be subject to the terms of a Hold Separate Transaction (as defined below) as applicable).

  • If Pfizer fails to enter into a definitive agreement with a Third Party to divest such Competing Products (other than as part of any Hold Separate Transaction) within six (6) months after the closing of the acquisition or merger for which Pfizer has provided Incyte with notice, or if such divestiture is subject to the terms of a Hold Separate Transaction, within twelve (12) months after the closing of the acquisition or merger for which Pfizer has provided Incyte with notice, then Pfizer will ***.


More Definitions of Hold Separate Transaction

Hold Separate Transaction means any “hold separate” transaction (whether through the establishment of a trust or otherwise) involving the proposed sale of a Competitive Product in the applicable Country(ies) in the Territory pursuant to an agreement with any Governmental Authority responsible for antitrust laws. “Divest” or “Divestiture” means, with respect to any Competitive Product, (A) the sale, exclusive license or other transfer of all of the right, title and interest in and to such Competitive Product in the applicable Country(ies) in the Territory, including all technology, intellectual property and other assets relating solely thereto, to an independent Third Party, without the retention or reservation of any rights, license or interest (other than solely an economic interest and customary residual rights in the event of a termination) in such Competitive Product with respect to the applicable Country(ies) in the Territory and (B) the shutdown of activities related to the Competitive Product in the applicable Country(ies) in the Territory such that no technology, intellectual property or other asset relating thereto is used by the applicable Party or its Affiliates and delivery of written confirmation from such Party to the other Party that the Divesting Party and its Affiliates covenant not to use any technology, intellectual property and assets solely relating to such Competitive Product in the applicable Country(ies) in the Territory during the Term.
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Hold Separate Transaction means any “hold separate” transaction (whether through the establishment of a trust or otherwise) involving the proposed sale of a Competing Product pursuant to an agreement with any governmental authority responsible for antitrust laws. “Divest” or “Divestiture” means, with respect to any Competing Product, (A) the sale, exclusive license or other transfer of all of the right, title and interest in and to such Competing Product, including all technology, intellectual property and other assets relating solely thereto, to an independent Third Party, without the retention or reservation of any rights, license or interest (other [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. than solely an economic interest and customary residual rights in the event of a termination) in such Competing Product, or (B) the complete shutdown of the Competing Product such that no technology, intellectual property or other asset relating thereto is used by ZAI or its Affiliates and delivery of written confirmation from ZAI to BMS that ZAI and its Affiliates covenant not to use any technology, intellectual property and assets solely relating to such Competing Product during the ZAI Exclusivity Period (as applicable, with respect to development or commercialization).
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Hold Separate Transaction means any “hold separate” transaction (whether through the establishment of a trust or otherwise) involving the proposed sale of a Competing Product pursuant to an agreement with any governmental authority responsible for antitrust laws. “Divest” or “Divestiture” means, with respect to any Competing Product, (A) the sale, exclusive license or other transfer of all of the right, title and interest in and to such Competing Product, including all technology, intellectual property and other assets relating solely thereto, to an independent Third Party, without the retention or reservation of any rights, license or interest (other than solely an economic interest and customary residual rights in the event of a termination) in such Competing Product, or (B) the complete shutdown of the Competing Product such that no technology, intellectual property or other asset relating thereto is used by ZAI or its Affiliates and delivery of written confirmation from ZAI to BMS that ZAI and its Affiliates covenant not to use any technology, intellectual property and assets solely relating to such Competing Product during the ZAI Exclusivity Period (as applicable, with respect to development or commercialization).
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