Out-License definition

Out-License means each license or other agreement between the Seller or any of its Affiliates and any Third Party (other than Distributors) pursuant to which the Seller or any of its Affiliates grants a license or sublicense of any Intellectual Property Right to market, detail, promote, sell or secure reimbursement of a Product.

Out-License has the meaning set forth in Section 2.3 (Right of First Negotiation).

Out-License means, with respect to any Candidate, (i) when used as a verb, to license and/or sell to a non-affiliated Person the right to test, make, market, promote, detail, distribute, offer for sale and/or sell such Candidate in any country and (ii) when used as a noun, the license or sale to a non-affiliated Person of the right to test, make, market, promote, detail, distribute, offer for sale and/or sell such Candidate in any country; provided that an Out-License shall not include any transaction that does not include the grant to such non-affiliated Person of the right (or an option to obtain the right) to promote, detail, distribute, offer for sale and/or sell such Candidate in such country. For the avoidance of doubt, an Out-License of a Candidate shall be deemed to include a sale of all or substantially all of the equity interests in one or more Affiliates of Buyer that hold all or substantially all of Buyer’s and its Affiliates’ right to test, make, market, promote, detail, distribute, offer for sale and/or sell such Candidate in any country; provided that a Change of Control with respect to Buyer shall not constitute an Out-License of a Candidate.

Examples of Out-License in a sentence

• Promptly after Company’s receipt of a Negotiation Notice, Company shall provide Amgen with a confidential summary of the Product Company is seeking to Out-License (a “Summary”), including existing material clinical and preclinical data, as well as such other information in Company’s possession that Amgen may reasonably request, which Summary shall be deemed to be Confidential Information of Company under this Agreement.

• If Amgen desires to evaluate such Out-License, then Amgen shall notify Company within [*] days of its receipt of the Transaction Notice (a “Negotiation Notice”).

• If Amgen (i) does not deliver a Negotiation Notice to Company within the applicable [*] period after receipt of the Negotiation Notice, (ii) does not deliver to Company a written proposal for the terms of an Out-License to Amgen during the Exclusivity Period, or (iii) declines in writing the Out-License after review of the Summary, then Amgen shall be deemed to have waived its rights under this Section 2.3 (Right of First Negotiation) with respect to such Product.

• Next, based on the conditional probabilities computed using (2.1), we use the following straight- forward simulation algorithm to simulate h with the appropriate marginals and covariances.

• The report also breaks down the fossil fuel carbon dioxide contributions into individual sectors, and concluded that the electricity generation sector provided the largest source of carbondioxide, out of all U.S. fossil fuel sources.

More Definitions of Out-License

Out-License means any license or other agreement between Cibus or any of its Affiliates and any Third Party pursuant to which Cibus or any of its Affiliates grants a license of, or sublicenses, any RTDS Right that is necessary or useful for the research, development, use or Commercialization of any products or product candidates of Cibus or its Affiliates, including any agreement pursuant to which a Third Party obtains the right to promote and market any such product or product candidate or any option or similar right to enter into such agreement; provided, however, that “Out-License” shall not include an agreement pursuant to which a Third Party obtains merely the right to distribute products.

Out-License has the meaning set forth in Section 2.3 (Right of Notification).

Out-License means, with respect to any ROFN Candidate, (a) when used as a verb, to license and/or sell to a Third Party the right to market, promote, detail, distribute, offer for sale and/or sell such ROFN Candidate in any country and (b) when used as a noun, the license or sale to a Third Party of the right to market, promote, detail, distribute, offer for sale and/or sell such ROFN Candidate in any country. For the avoidance of doubt, an Out-License of a ROFN Candidate shall be deemed to include a sale of all or substantially all of the equity interests in one or more Affiliates of Arrowhead that hold all or substantially all of Arrowhead’s and its Affiliates’ right to test, make, market, promote, detail, distribute, offer for sale and/or sell such ROFN Candidate in any country; provided that a Change of Control with respect to Arrowhead shall not constitute an Out-License of a ROFN Candidate.

Out-License has the meaning set forth in the Revenue Interest Purchase Agreement.

Out-License shall have the meaning set forth in Section 4.14(b).

Out-License means any license or other agreement between a Seller or any of its Affiliates and any Third Party (including any Permitted License with a Third Party) pursuant to which a Seller or any of its Affiliates grants to such Third Party a license or sublicense of, covenant not to xxx under, or other similar rights under any Intellectual Property Right that is reasonably necessary for the manufacture, use or Commercialization of a Product in order for such Third Party to manufacture, use or Commercialize such Product; provided, however, that “Out-License” shall not include (a) any research licenses; (b) licenses to Distributors; (c) agreements granting non-exclusive rights to Intellectual Property Rights entered into in the ordinary course of business, including manufacturing agreements, material transfer agreements and consulting agreements, that, in all cases in this clause (c), do not grant any rights to market, distribute or sell a Product.

Out-License has the meaning set forth in Section 7.14(c).