Provention definition
Examples of Provention in a sentence
Any such notice or communication shall be addressed as follows: Provention Bio, Inc.
Provention (x) accepts such sale, transfer, conveyance and assignment of MacroGenics’ right, title, and interest in and to the Purchased Assets, and (y) assumes and agrees to pay, perform and discharge as and when due, as applicable, all of the Assumed Liabilities.
Provention shall use Commercially Reasonable Efforts to Commercialize at least one Product for which Regulatory Approval is received in each of (a) U.S., (b) the EU5, (c) Japan and (d) the BRIC.
It is expressly agreed that MacroGenics, on the one hand, and Provention, on the other hand, shall be independent contractors and that the relationship between the two Parties shall not constitute a partnership, joint venture or agency.
Prior to the initiation of any Clinical Study, Provention shall secure, and maintain in full force and effect, clinical trial insurance as required by Applicable Law in those territories where such Clinical Study shall be conducted.
Nothing contained in this Agreement shall be deemed to modify, limit, expand, supersede, or amend any rights or obligations of MacroGenics or Provention under the Asset Purchase Agreement.
Provention has reserved 3,869,424 shares of Provention Common Stock for issuance to officers, directors, employees and consultants of Provention pursuant to its 2017 Equity Incentive Plan duly adopted by the board of directors of Provention and approved by the stockholders of Provention, of which 2,656,435 have been issued to employees and consultants of Provention.
Promptly after a MacroGenics Indemnitee or a Provention Indemnitee (each, an “Indemnitee”) receives notice of a pending or threatened Claim, such Indemnitee shall give written notice of the Claim to the Party from whom the Indemnitee is entitled to receive indemnification pursuant to Sections 12.1 or 12.2, as applicable (the “Indemnifying Party”).
The Parties agree to cooperate with one another and use reasonable efforts to avoid or reduce tax withholding or similar obligations in respect of any royalties, License Fees, Event Payments, and other payments made by Provention to MacroGenics under this Agreement.
Provention will notify MacroGenics within thirty (30) days following the achievement by any member of the Provention Group of each Development Event and Sales Event (individually or collectively, the “Event(s)”).