Out-License definition

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

Out-License means each license, settlement agreement or other agreement or arrangement between the Company or any of its Affiliates and any Third Party pursuant to which the Company or any of its Affiliates grants a license, sublicense or similar grant of any Intellectual Property Right that is necessary for the Exploitation of a Covered Product.

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.

Examples of Out-License in a sentence

• In addition, Purchaser hereby agrees to release or modify any liens to the extent reasonably necessary in connection with an Out-License with a Qualified Party.

• Except as set forth on Schedule 4.8(b)(i) of the Disclosure Schedule, there are no Out-Licenses (any Out-License set forth on Schedule 4.8(b)(i) of the Disclosure Schedule, an “Existing Out-License”).

• There is and has been no material breach or material default under any provision of any Existing Out-License either by the Seller or, to the Knowledge of the Seller, by the respective counterparty (or any predecessor thereof) thereto, and, to the Knowledge of the Seller, there is no event that upon notice or the passage of time, or both, would reasonably be expected to give rise to any material breach or material default either by the Seller or by the respective counterparty to such agreement.

• A true, correct and complete copy of each Existing Out-License has been provided to the Buyer by the Seller via the Data Room.

• For the avoidance of doubt, nothing in this Section 10.3 shall restrict the Seller from licensing any Product Rights pursuant to an Out-License or from transferring the Marketing Approvals for any jurisdiction to a Licensee in connection with an Out-License covering such jurisdiction, or incurring any Indebtedness or Liens in accordance with Section 6.10.

More Definitions of Out-License

Out-License means any license or other agreement between Seller or any of its Affiliates and any Third Person pursuant to which Seller or any of its Affiliates grants to such Third Person an exclusive license or sublicense of, covenant not to xxx under, or other similar rights under Product IP necessary for such Third Person to manufacture, use and commercialize a Product; provided, that Out-Licenses shall exclude Permitted Agreements.

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.

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

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 shall have the meaning set forth in Section 4.11(i) hereof.

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

Out-License means each license, settlement agreement or other agreement or arrangement between the Company or any of its Affiliates and any Third Party pursuant to which the Company or any of its Affiliates grants a license, sublicense or similar grant of any Intellectual Property Product Right that is necessary or reasonably useful for the research, development, manufacture, use or Commercialization of a Product in the Territory.