Constructive Partnership, Tax Treatment Sample Clauses

Constructive Partnership, Tax Treatment. (a) Genentech and BPM (the “Partners,” and each a “Partner”) acknowledge that the rights and obligations imposed on each of them pursuant to this Agreement that relate to the sharing of profits and losses from the Development and Commercialization of the U.S. Rights (as defined below), and the collaborative relationship formed between them in connection therewith, gives rise to a partnership for U.S. federal (and, to the extent applicable, state and local) income tax purposes (the “Partnership”), which will commence upon the Effective Date. The activities of the Partners with respect to the co-Development and co-Commercialization of Licensed Products in the Shared Territory and the rights related thereto (the “U.S. Rights”), shall be deemed to be conducted in and held by the Partnership. The Partnership shall not, and shall not be deemed to, have any interest or rights with respect to the Roche Territory or otherwise under the Agreement other than with respect to the U.S. Rights. The Partnership, and the rights and obligations set forth in this Exhibit I, shall remain in existence for so long as this Agreement remains in full force and effect (provided the Agreement has not been terminated in its entirety or with respect to the Shared Territory, in either case, in accordance with Article 13 of the Agreement). The Parties further acknowledge that the arrangement described in this Agreement (including this Exhibit I) shall be treated by the Parties as a partnership solely for U.S. federal (and applicable state and local) income tax purposes and is not intended to constitute a partnership for any non-tax, non-U.S., or any other purpose. The Partners agree not to take any tax position, whether in a tax return or otherwise, that is inconsistent with this Exhibit I, other than pursuant to Section 1.7 of this Exhibit I. (b) For U.S. federal income and other applicable tax purposes, Genentech shall be treated as making an in-kind contribution in an amount determined by reference to the portion of the upfront payment made pursuant to Section 8.1 of the Agreement that is attributable to the U.S. Rights, which shall be a dollar amount jointly determined and mutually agreed to between Genentech and BPM [***] (the “Genentech Contribution”), and (ii) BPM shall be treated as making an in-kind contribution in an amount of equal value (the “BPM Contribution”). The Genentech Contribution and BPM Contribution shall be treated by the Partners as a purchase by Genentech from B...
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Constructive Partnership, Tax Treatment. 1.1.1. Metagenomi and Moderna (the “Partners,” and each a “Partner”) acknowledge that the rights and obligations imposed on each of them pursuant to this Agreement that relate to the allocation of Profits and Loss Share pursuant to Article 7 (Fees, Royalties, & Payments), any other sharing of profits and losses from the Commercialization of the Products within the Field in the Territory, and the collaborative relationship formed between them in connection therewith, in each case solely in connection with the DT Co-Co Program, gives rise to a partnership for U.S. federal (and, to the extent applicable, state and local) income tax purposes (the “Partnership”), which will commence upon DC Nomination in such DT Co-Co Program (the “Partnership Commencement Date”). The activities of the Partners on or after the Partnership Commencement Date with respect to the Commercialization of the Product within the Field in the Territory and the rights related thereto in the DT Co-Co Program (the “Shared Rights”) shall be deemed to be conducted in and held by the Partnership. The Partnership shall not, and shall not be deemed to, have any interest or rights relating to Product outside the Field or outside the Territory (with respect to the DT Co-Co Program) or otherwise under this Agreement other than with respect to the Shared Rights. The Partnership, and the rights and obligations set forth in this Schedule M, shall remain in existence for so long as this Agreement remains in full force and effect (provided this Agreement has not been terminated in its entirety, in accordance with Article 12 of this Agreement or otherwise) or until the DT Co-Co Program is terminated pursuant to Section 1.8 of this Schedule M, if such termination occurs prior to the termination of the Agreement in its entirety. Prior to the commencement of the Partnership, the Parties may mutually and in good faith determine that it is desirable to affect the arrangement between Metagenomi and Moderna with respect to the DT Co-Co Program as two or more Partnerships for U.S. federal income tax purposes, rather than as a single Partnership, each between Metagenomi or a Metagenomi Affiliate, as one partner, and Moderna or a Moderna Affiliate, as the second partner; provided, however, that, unless otherwise mutually agreed to by Metagenomi and Moderna, an Affiliate that is a foreign person for U.S. federal income tax purposes may only be a partner in any Partnership if the use of such foreign Affiliate shall n...
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Related to Constructive Partnership, Tax Treatment

  • Capitalization of the Partnership Subject to Section 8.2, the Partnership is authorized to issue two classes of Partnership Interests. The Partnership Interests shall be designated as General Partner Interests and Limited Partner Interests, each having such rights, powers, preferences and designations as set forth in this Agreement.

  • Termination of the Partnership The Partnership shall terminate when all assets of the Partnership, after payment or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the Partners in the manner provided for in this Article VIII, and the Certificate shall have been canceled in the manner required by the Act.

  • Termination of Partnership The Partnership shall terminate when all assets of the Partnership, after payment of or due provision for all Liabilities of the Partnership, shall have been distributed to the Partners in the manner provided for in this Agreement, and the Certificate shall have been canceled in the manner provided by the Act.

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

  • Formation of Partnership The Managing GP, the Liquidation GP and the Limited Partner agreed to and formed a limited partnership pursuant to the laws of the Province of Ontario on October 5, 2007. The parties hereto have agreed to confirm their agreements relating to the Partnership on the terms and conditions set out in this Agreement. The Partnership will be effective as a limited partnership from October 5, 2007, the date on which the Declaration was filed in accordance with the LP Act, and the Partnership will file any documents necessary as a result of the amendments reflected in this Agreement.

  • Negation of Partnership Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease.

  • LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY The Trustees of the Trust and the shareholders of the Fund shall not be liable for any obligations of the Trust or of the Fund under this Agreement, and the Sub-advisor agrees that, in asserting any rights or claims under this Agreement, it shall look only to the assets and property of the Trust or the Fund to which the Sub-advisor's rights or claims relate in settlement of such rights or claims, and not to the Trustees of the Trust or the shareholders of the Fund.

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

  • Termination of Partnership and Cancellation of Certificate of Limited Partnership Upon the completion of the liquidation of the Partnership’s assets, as provided in Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

  • Disqualification of Former Employees The Consultant represents that it is familiar with Chapter 12.10 of the City’s Municipal Code, which generally prohibits a former City officer and a former designated employee from providing services to the City connected with his/her former duties or official responsibilities. The Consultant shall not use either directly or indirectly any officer, employee or agent to perform any services if doing so would violate Chapter 12.10. The Consultant’s violation of this Subsection 21.2 is a material breach.

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