Due Diligence Data Sample Clauses
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Due Diligence Data. All data provided by Xencor in the dataroom before the Effective Date for the purpose of MorphoSys performing due diligence (“Due Diligence Data”) shall be Xencor Confidential Information. Xencor shall store such data on a CD and send it to an independent third party reasonably acceptable to MorphoSys and Xencor (the “Data Escrow Agent”) promptly after a three-way-storage agreement between the Parties and the Data Escrow Agent has been executed. Such three-way-storage agreement shall be negotiated in good faith promptly after the Effective Date and shall contain provisions describing the events whereupon the Data Escrow Agent shall release such reference material to either MorphoSys, Xencor or an independent Third Party (including for verifying compliance with the warranties under Article 8). MorphoSys shall bear the costs associated with the storage of such reference material at the Data Escrow Agent’s facilities. Furthermore, Xencor shall provide to MorphoSys a CD containing all Due Diligence Data, excluding, however, any data solely relating to […***…]
Due Diligence Data. To XOMA’s and its Affiliates’ knowledge, [*] the documents containing the technical information and Know-How disclosed or made available to Servier prior to the Effective Date are true and accurate copies of what they purport to be in all material respects. XOMA has made available to Servier all information in its (or its Affiliates’) possession or control relating to the Licensed Antibody and the Development, Manufacture and Commercialization of the Licensed Antibody or the Product, that XOMA believes, [*] is material to the marketability of the Product in the Licensed Territory.
Due Diligence Data. The documents containing the technical Information and Know-How disclosed or made available to Servier prior to the Effective Date are true and accurate copies of what they purport to be. EOS has made available to Servier all Information in its (or its Affiliates’) possession or control relating to the Compound and the Development, Manufacture and Commercialization of the Compound or the Product, that EOS believes, after due inquiry, is material to the marketability of the Product in the Licensed Territory. In addition, EOS has disclosed to Servier any material information known to EOS as of such date with respect to (i) the safety of the Compound, (ii) the efficacy of such Compound, and (iii) any then existing circumstance which would be reasonably likely to prohibit or prevent the Development, Manufacturing and/or Commercialization of the Compound in the Licensed Territory.
Due Diligence Data. The relevant Parties shall have initialled and are in possession of the encrypted USB devices containing the Due Diligence Data;
Due Diligence Data. Sellers shall have provided Buyer, its accountants, counsel and other representatives with such information about Sellers, the Group Companies, the affiliates of either of them, and such information about them and their operations as may be necessary to permit Buyer to complete its due diligence investigation;
Due Diligence Data. (a) The documents attached to Section 5.24(a) of the Seller's Disclosure Letter providing data relating to the Company accurately reflected, as of the date of its preparation, in all material respects, to the extent it reflected historical data, the terms and data of the applicable underlying documents or facts.
(b) Section 5.24(b)(i) of the Seller's Disclosure Letter sets forth, in connection with the channel partners identified on such schedule to whom the Company has advanced payments by way of loan, the amounts that the Company presently expects to pay in commissions to such channel partners based on existing contractual commitments of customers originated by each such channel partner. Section 5.24(b)(ii) of the Seller's Disclosure Letter sets forth, as of the date reflected on Section 5.24(b)(ii) of the Seller's Disclosure Letter, any amounts advanced to channel partners by way of prepayment of commissions.
(c) With respect to the Company's variable priced products, the volume weighted average unit margin of products in backlog, net of commission as of December 31, 2007, is set forth in Section 5.24(c) of the Seller's Disclosure Letter.