Notification/Approval of MorphoSys Sample Clauses

Notification/Approval of MorphoSys. With respect to the COMPANY Territory, COMPANY shall have the right to grant sublicenses without MorphoSys’ prior approval, provided, however, that COMPANY shall promptly notify MorphoSys after granting a sublicense to any Third Party other than an Affiliate and shall provide MorphoSys with a copy of each such Sublicense Agreement with a Third Party within [***] calendar days for the sole purpose of verifying whether the Sublicense Agreement is in accordance with this Agreement. Such copy may be redacted as COMPANY may reasonably determine with respect to sensitive financial information and confidential information solely relating to matters or products other than Products or Licensed Antibody. MorphoSys shall ensure that no information of such copy is disclosed to any Third Party other than a counsel of MorphoSys, except solely to the extent required by applicable Laws (provided that MorphoSys shall provide COMPANY with notice sufficient to allow COMPANY to seek a protective order, and that MorphoSys shall only disclose such portion of such Sublicense Agreement as required) or to assert MorphoSys’ rights under this Agreement (with any further redactions COMPANY requests that are consistent with the legal requirement, or sufficient for MorphoSys to assert MorphoSys’ rights under this Agreement, meaning, that – with respect to the latter – COMPANY shall not expand such redactions in a way that limits MorphoSys’ ability to assert its rights hereunder). The preceding sentence does not limit the right of MorphoSys to notify Xencor of sublicenses granted by COMPANY and to provide Xencor with a copy of such Sublicense Agreement in accordance with Section 2.3 and Section 2.5(b), redacted as provided above. With respect to the Co-Commercialization Territory, any grant of a sublicense shall require the prior written approval of MorphoSys. For clarity, Sublicense Agreements of COMPANY with its Affiliates shall be consistent with this Agreement.
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Related to Notification/Approval of MorphoSys

  • Waiver of Notice; Approval of Meeting; Approval of Minutes The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

  • Approval of Listing At the Closing Time, the Securities shall have been approved for listing on the New York Stock Exchange, subject only to official notice of issuance.

  • Approval of Agreement The Board of Directors of the Company has authorized the execution and delivery of this Agreement by the Company and has approved this Agreement and the transactions contemplated hereby.

  • Approval of Documentation The form and substance of all certificates, instruments and other documents delivered to Buyer under this Agreement shall be satisfactory in all reasonable respects to Buyer and its counsel.

  • Authorization, Approval, etc No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other Person is required either

  • Required Regulatory Approvals Certain transactions required, permitted or otherwise contemplated by this Agreement may under certain circumstances require prior filings with and approvals, or non-disapprovals, from the Indiana Department of Insurance or the Indiana Insurance Commissioner. Such transactions include: (a) issuance or purchase of any additional capital stock of the Company or other securities convertible into or exchangeable or exercisable for capital stock of the Company pursuant to Sections 1.2 or 3.4; (b) transfer of Shares to a wholly owned subsidiary of a Shareholder, to another Shareholder or to a wholly owned subsidiary of another Shareholder pursuant to Sections 3.1(a) or 3.4; (c) exercise of preemptive rights by a Shareholder pursuant to Section 3.2; and (d) exercise of call rights by the Company or a Shareholder pursuant to Section 3.3 (including pursuant to the two provisos in Section 3.1(b)). Notwithstanding anything to the contrary contained in this Agreement, any such transactions requiring filings with and approvals, or non-disapprovals, from the Indiana Department of Insurance or the Indiana Insurance Commissioner shall not, to the extent within the control of a party hereto, be entered into or consummated unless and until the required filings have been made and the required approvals (or non-disapprovals) have been obtained, and to the extent not within the control of an applicable party hereto, such party shall use best efforts to cause such transactions not to be entered into or consummated unless and until the required filings have been made and the required approvals (or non-disapprovals) have been obtained.

  • Approval of Plan This Plan will become effective with respect to a particular Fund on the date the public offering of Class C Shares of such Fund commences upon the approval by a majority of the Board of Directors, including a majority of those directors who are not “interested persons” (as defined in the 0000 Xxx) of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements entered into in connection with the Plan (the “Disinterested Directors”), pursuant to a vote cast in person at a meeting called for the purpose of voting on the approval of the Plan.

  • Approval of Documents The form and substance of all certificates, instruments and other documents required to be delivered to the Seller under this Agreement shall be reasonably satisfactory in all respects to the Seller and its counsel.

  • Regulatory Approval Any waiting period applicable to the Transactions under the HSR Act shall have been terminated or shall have expired.

  • Approval of Agreements Not to enter into, modify, amend or terminate any Lease or any other material agreement with respect to the Property, which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of the Purchaser.

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