Examples of NVS in a sentence
Xxxxxxx, Manager MPM BIO IV NVS STRATEGIC FUND, L.P. By: MPM BioVentures IV GP LLC, its General Partner By: MPM BioVentures IV LLC, its Managing Member By: s/ Ansbert X.
If within ten days of receipt of the NVS Conversion Notice the Investors and the Company have not agreed with such Investor to permit the NVS Conversion, such matter shall be finally determined by a committee of the Board consisting of those independent members designated pursuant to Section 3.2(1)(b)(ii).
Such outside counsel or consultant engaged by NVS will be permitted to disclose to NVS only whether or not it agrees with HMI’s determination that the proposed ophthalmic target is an Occupied Target.
If NVS in good faith questions why a proposed ophthalmic target is an Occupied Target, then upon request HMI shall promptly provide reasonable evidence as to why such target is an Occupied Target, which evidence may be provided by HMI to NVS’ outside counsel or another outside consultant engaged by NVS to confirm such status.
Such Investor shall consult with the other Investors and the Company in order to collectively determine whether such NVS Conversion (i) would trigger a Potential Group Determination, as defined in the Organizational Documents, or (ii) would create a Regulatory Problem.
As of the Effective Date, NVS has selected [***] as its first Ophthalmic Target under this Agreement.
If, at the time of HMI’s receipt of such notice, the proposed ophthalmic target is an Occupied Target, then NVS may select another proposed target (and another if such other proposed target is an Occupied Target and so on) until such time that NVS selects an ophthalmic target that is not an Occupied Target, at which point such proposed ophthalmic target will be added as an Ophthalmic Target under this Agreement.
In the event that a Party terminates this agreement pursuant to Section 16.2.3 (Termination for Bankruptcy) or NVS terminates this Agreement with respect to a Target for HMI’s material breach then, subject to Section 16.7 (Surviving Provisions), except as expressly set forth in this Agreement, this Agreement and all rights and licenses granted from one Party to the other hereunder will immediately terminate.
During the Term, HMI hereby covenants not to assert or cause to be asserted, and will cause its Affiliates, licensees, and sublicensees not to assert or cause to be asserted, against NVS or any of NVS’ Affiliates or Sublicensees, any claim of infringement, Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.
If any assignment or such consent cannot be obtained with respect to a Selected Third Party Agreement, then, for a period of up to [***] from the effective date of termination, NVS will, or will cause such Affiliates or Sublicensees, as applicable, to, [***] obtain for HMI [***] practical benefit and burden under such Selected Third Party Agreement by entering into [***] alternative arrangements on terms agreeable to [***].