Additional Covenants of Orexigen Sample Clauses

Additional Covenants of Orexigen. 8.5.1 Restrictions on Transfers and Liens. Orexigen covenants that it shall not license, sell, assign or otherwise transfer to any person (including any Affiliate of Orexigen) any Orexigen Patents or any Orexigen Know-How, or assign or otherwise transfer any of the Upstream Agreements or any of its rights or obligations thereunder to any person (including any Affiliate of Orexigen) (or agree to do any of the foregoing) in any manner that would have a material adverse impact on the rights granted to Takeda under this Agreement, except to the extent permitted by, and in compliance with, Section 14.5. In addition, Orexigen hereby covenants and agrees that after the Effective Date Orexigen shall not incur or permit to exist (and shall cause each of its Affiliates not to incur or permit to exist), with respect to any Orexigen Patents or Orexigen Know-How, any lien, encumbrance, or security interest (including *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. in connection with any indebtedness) in any manner that would have a material adverse impact on the rights granted to Takeda under this Agreement, except to the extent permitted by, and in compliance with, Section 14.5.
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Additional Covenants of Orexigen 

Related to Additional Covenants of Orexigen

  • Additional Covenants of the Parties In addition to the foregoing, the parties covenant and agree as follows:

  • Additional Covenants of Tenant If, as result of any application or use by Landlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the Letter of Credit Amount, Tenant shall, within five (5) business days thereafter, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit in the total Letter of Credit Amount), and any such additional (or replacement) letter of credit shall comply with all of the provisions of this ARTICLE 27, and if Tenant fails to comply with the foregoing, notwithstanding anything to the contrary contained in this Lease, the same shall constitute an Event of Default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

  • Additional Covenants of the Company The Company further covenants and agrees with each Underwriter as follows:

  • Additional Covenants of Stockholder Stockholder hereby covenants and agrees that until the Termination Date:

  • Additional Covenants The Company covenants and agrees with the Agent as follows, in addition to any other covenants and agreements made elsewhere in this Agreement:

  • Additional Covenants of the Seller The Seller hereby covenants and agrees with the Depositor as follows:

  • Certain Additional Covenants (a) If any Pledgor shall, as a result of its ownership of any of the Collateral, become entitled to receive or shall receive any Stock Certificate (including any Stock Certificate issued pursuant to a stock dividend or a distribution in connection with any reclassification or increase or reduction of capital, or any Stock Certificate issued in connection with any reorganization) or any other certificate evidencing any Collateral, such Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, duly endorsed by such Pledgor to the Agent, if required, together with an undated stock power covering such Stock Certificate or other certificate duly executed in blank by such Pledgor and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional Collateral. Any sums paid upon or in respect of the Pledged Equity Interests upon the liquidation or dissolution of any Subsidiary shall be paid over to the Agent to be held as additional Collateral. In case any distribution of capital shall be made on or in respect of the Pledged Equity Interests or any property shall be distributed upon or with respect to the Pledged Equity Interests pursuant to the recapitalization or reclassification of the capital of the Pledgor or any Subsidiary or pursuant to the reorganization thereof, as applicable, the capital or property so distributed shall be delivered to the Agent to be held as additional Collateral. If any such capital or property so paid or distributed shall be received by any Pledgor, such Pledgor shall, until such capital or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of such Pledgor, as additional Collateral.

  • Additional Covenant In Section 4 add a new paragraph as follows:

  • Additional Covenants and Agreements of the Parties 6.1 IMPLEMENTATION TEAM. The Parties will form a team (the "Implementation Team") to oversee the activities contemplated by this Agreement. The Implementation Team will be comprised of three (3) members from each Party. Each Party will appoint a member representing each of manufacturing, marketing/sales and regulatory. Either Party may change its representative(s) on the Implementation Team at any time by providing prior written notice to the other Party. Unless otherwise agreed to by the Parties, after the Closing Date, the Implementation Team will meet (in person or by telephone or video conference) at least one (1) time each Calendar Quarter upon no less than thirty (30) days prior written notice from one Party to the other to discuss any matters arising out of a Party's performance (or non- performance) of its obligations under this Agreement. The Implementation Team will initially be responsible for creating detailed operational plans for the transition contemplated by this Agreement; provided, however, that the activities contemplated by the foregoing will not take place until after the Closing Date to the extent doing so would be in violation of Applicable Law. The detailed operational plans will include a time line and clear understanding of roles and responsibilities contemplated by this Agreement. The Implementation Team will also have responsibility for coordinating effective communication of progress and issues that arise between the Parties. Special meetings of the Implementation Team may be called by either Party upon no less than thirty (30) days' prior written notice to the other Party, which notice must be accompanied by a written agenda of items to be discussed at such special meeting.

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