Opting-Out Party definition

Opting-Out Party. A defined in Section 6.09(h) of this Agreement.

Opting-Out Party. As defined in Section 3.23(i).

Opting-Out Party has the meaning set forth in Section 10.1.3.

Examples of Opting-Out Party in a sentence

• In such event, the Opting-Out Party shall execute such documents and perform such acts, at the Continuing Party’s expense, as may be reasonably necessary to effect an assignment of such Jointly Owned Invention (including applicable patent applications) to the Continuing Party in all applicable countries, in a timely manner, to allow the Continuing Party to Prosecute and Maintain such patent applications, at the Continuing Party’s expense.

• The Non-Filing Party and the Opting-Out Party (as applicable) shall be entitled to receive copies of all patent applications filed and all related Prosecution and Maintenance documents.

• Any Jointly Owned Invention (including applicable patent applications) so assigned shall thereafter be owned solely by the Filing Party or Continuing Party (as applicable), and the Non-Filing Party or the Opting-Out Party (as applicable) shall have ***.

• Subject to Section 3.7.4, in the case of Unilateral Activities (i) the Developing Party with respect thereto shall bear the sole cost and expense of such Unilateral Activities, and (ii) the Opting-Out Party shall have no financial obligation to support or otherwise fund any efforts in respect of such Unilateral Activities.

• Additionally, the Opting-Out Party shall be entitled to receive, if ficlatuzumab is successfully developed and commercialized, a royalty equal to 10% of net sales of ficlatuzumab throughout the world, if any, subject to offsets under certain circumstances.

More Definitions of Opting-Out Party

Opting-Out Party has the meaning set forth in Section 8.4(b) (Opt-In Rights).

Opting-Out Party. Any such waiver shall remain effective, and a Control Termination Event and a Consultation Termination Event shall be deemed to exist, with respect to such Holder and such Class until such time as the Opting-Out Party has (i) sold a majority of the Class F Certificates (by outstanding Certificate Principal Balance) to an unaffiliated third party and (ii) certified to the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating Advisor that (a) the Opting-Out Party retains no direct or indirect voting rights with respect to the Class F Certificates that it does not own, (b) there is no voting agreement between the Opting-Out Party and the transferee and (c) the Opting-Out Party retains no direct or indirect economic interest in the Class F Certificates (such sale and certification, a “Class F Transfer”). Following any such Class F Transfer, the successor holder of more than 50% of the Class F Certificates (by outstanding Certificate Principal Balance), if the Class F Certificates are the Controlling Class Certificates, shall again have the rights of the Controlling Class Representative as set forth herein (including the rights to appoint a Controlling Class Representative or cause the exercise of the rights of the Controlling Class Representative) without regard to any prior waiver by the predecessor Certificateholder. Such successor Certificateholder shall also have the right as provided in this Section 6.09(h) to irrevocably waive its right to act as or appoint a Controlling Class Representative and to exercise any of the rights of the Controlling Class Representative or to cause the exercise of any of the rights of the Controlling Class Representative as set forth in this Agreement. No such successor Certificateholder described above in this paragraph shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Loan prior to the Class F Transfer and had not also become a Corrected Mortgage Loan prior to such Class F Transfer until such time as such Mortgage Loan becomes a Corrected Mortgage Loan.

Opting-Out Party shall have the meaning set forth in Section 3.7.1(i).

Opting-Out Party means the Party that Opts Out of those development and/or marketing activities with respect to a Compound as specified in Sections 3.4(b), 3.6, and 10.3(a). "Opts Out" means that the Opting Out Party either decides not to continue with such activities or does not fund its share of Allowable Product Expenses with respect to such activities.

Opting-Out Party means a Party that wishes to discontinue the prosecution and maintenance of a Joint Patent Application or Joint Patent pursuant to Section 10.4 (Declining to File, Prosecute or Maintain).

Opting-Out Party means the Party that has elected not to continue research, development and/or commercialization of a Compound either in the entire Territory or in one or more specific countries therein.

Opting-Out Party shall have the meaning set forth in Section 2.5.2(a).