Covenant During Jounce Co-Co Term Sample Clauses

Covenant During Jounce Co-Co Term. Except as expressly permitted by this Jounce Lead Co-Co Agreement or as expressly agreed in writing by the Parties, commencing on the Jounce Lead Effective Date until expiration of a Party’s exclusivity obligations pursuant to Section 6.9 with respect to the Jounce Co-Co Program, such Party and its Affiliates and Sublicensees will not (a) assign, transfer, convey, encumber (including any liens or charges, but excluding any licenses, which are the subject of subsection (b) below) or dispose of, or enter into any agreement with any Third Party to assign, transfer, convey, encumber (including any liens or charges, but excluding any licenses, which are the subject of subsection (b) below) or dispose of, any assets specifically related to the Jounce Co-Co Program (but in the case of Celgene, only the Celgene Patents, Celgene’s interest in the Joint Collaboration IP, and the data which specifically relates to the Co-Co Product and in the case of both Jounce and Celgene, shall exclude any IP or assets which specifically relates to any pharmaceutical product or compound owned or otherwise Controlled by Jounce and, in all cases, not subject to any other Co-Development and Co-Commercialization Agreement (“Jounce Independent Product”) or Celgene Independent Products, respectively), including with respect to the Co-Co Candidate and Co-Co Products and related Co-Co Diagnostic Products (the “Co-Co Program Assets”), except to the extent such assignment, transfer, conveyance, encumbrance or disposition would not conflict with or adversely affect in any respect any of the rights granted to or retained by the other Party hereunder, (b) license or grant to any Third Party, or agree to license or grant to any Third Party, any rights to any Co-Co Program Assets if such license or grant would conflict with or adversely affect in any respect any of the rights granted to or retained by the other Party hereunder, or (c) disclose any Confidential Information relating to the Co-Co Program Assets to any Third Party if such disclosure would impair or conflict in any respect with any of the rights granted to or retained by the other Party hereunder.
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Related to Covenant During Jounce Co-Co Term

  • Sales During Pre-Settlement Period Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

  • Allocations During the Early Amortization Period During the Early Amortization Period, an amount equal to the product of (A) the Principal Allocation Percentage and (B) the Series 1997-1 Allocation Percentage and (C) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 1997-1 Certificateholders and retained in the Collection Account until applied as provided herein; provided, however, that after the date on which an amount of such Collections equal to the Adjusted Invested Amount has been deposited into the Collection Account and allocated to the Series 1997-1 Certificateholders, such amount shall be first, if any other Principal Sharing Series is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date, and second paid to the Holders of the Transferor Certificates only if the Transferor Amount on such date is greater than the Required Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

  • Covered Termination During a Change in Control Period If Executive experiences a Covered Termination during a Change in Control Period, and if Executive delivers to the Company a Release of Claims that becomes effective and irrevocable within sixty (60) days, or such shorter period of time specified by the Company, following such Covered Termination, then in addition to any accrued but unpaid salary, bonus, vacation and expense reimbursement payable in accordance with applicable law, the Company shall provide Executive with the following:

  • First Lien Leverage Ratio On the last day of any Test Period on which the Revolving Facility Test Condition is then satisfied (it being understood and agreed that this Section 6.15 shall not apply until the last day of the first full Fiscal Quarter ending after the Closing Date), the Borrowers shall not permit the First Lien Leverage Ratio to be greater than 7.75:1.00.

  • Consolidated Senior Leverage Ratio Permit at any time the Consolidated Senior Leverage Ratio to exceed the ratio set forth opposite the applicable period below: Consolidated Period Senior Leverage Ratio ------ --------------------- March 30, 2003 2.30 : 1.00 March 31, 2003 - June 29, 2003 2.20 : 1.00 June 30, 2003 - December 28, 2003 2.00 : 1.00 December 29, 2003 and thereafter 1.75 : 1.00

  • Allocations During the Rapid Amortization Period During the Rapid Amortization Period, the Servicer shall, prior to the close of business on the day any Collections are deposited in the Collection Account, allocate to the Investor Certificateholders and pay or deposit from the Collection Account the following amounts as set forth below:

  • Maximum Senior Leverage Ratio Borrower and its Subsidiaries on a consolidated basis shall have, at the end of each Fiscal Quarter set forth below, a Senior Leverage Ratio as of the last day of such Fiscal Quarter and for the 12-month period then ended of not more than the following:

  • Death During Benefit Period If the Executive dies after the benefit payments have commenced under this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Executive's beneficiary at the same time and in the same amounts they would have been paid to the Executive had the Executive survived.

  • Authority and Power During Employment Period The duties of the Employee shall be subject to the direction of the Company and the Employee shall perform all duties as shall be directed by the Company. The Employee shall devote full attention and render exclusive, full time services to the Company and shall be employed solely by the Company according to the terms of this Agreement. Employee's job title is subject to change by the Board of Directors.

  • Consolidated Secured Leverage Ratio The Borrower shall cause the Consolidated Secured Leverage Ratio, as of the end of any fiscal quarter, to be equal to or less than 30%.

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