FLAMEL TECHNOLOGIES S Sample Clauses

FLAMEL TECHNOLOGIES S. A. is a biopharmaceutical company principally engaged in the development of two unique polymer-based delivery technologies for medical applications. Flamers Micropump® technology is a controlled release and taste-masking technology for the oral administration of small molecule drugs. Flamel's Medusa® nano-particulate technology is designed to deliver therapeutic proteins. Flamel's expertise in polymer science has also been instrumental in the development of a photochromic eyeglass lens product now marketed by Corning Inc. CONFIDENTIAL TREATMENT REQUESTED [***] – THE CONFIDENTIAL PORTION OF THIS AGREEMENT WHICH HAS BEEN REDACTED IS MARKEED WITH BRACKETS (“[***]”). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. This document contains a number of matters, particularly as related to the status of various research projects and technology platforms, that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The presentation reflects the current view of management with respect to future events and is subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. These risks include risks that products in the development stage may not achieve scientific objectives or milestones or meet stringent regulatory requirements, uncertainties regarding market acceptance of products in development, the impact of competitive products and pricing, and the risks associated with Flamel's reliance on outside parties and key strategic alliances. These and other risks are described more fully in Flamel's Annual Report on the Securities and Exchange Commission Form 20-F for the year ended December 31, 2000. Flamel assumes no obligation to update any forward-looking statements. CONFIDENTIAL TREATMENT REQUESTED [***] – THE CONFIDENTIAL PORTION OF THIS AGREEMENT WHICH HAS BEEN REDACTED IS MARKEED WITH BRACKETS (“[***]”). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. SCHEDULE 8.4 Flamel Insurance
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FLAMEL TECHNOLOGIES S. A., a French joint-stock company (société anonyme) with a share capital of EUR5,029,783 comprising 41,241,254 shares having a nominal value of EUR0.12196, all fully paid and registered office located at Parc Club du Moulin à Vent, 30, xxxxxx xx Xx Xxxxxxx Xxxx, 69200 Vénissieux, France, registered with the Lyon Trade and Companies Register (RCS) under no. 379 001 530, Represented by Mx. Xxxxxxx X. Anderson, Directeur Général of Flamel, who is duly authorised for the purpose hereof by a decision made by Flamel’s Board of Directors on 12 May 2016. Hereinafter the “Acquired Company” or “Flamel”. Avadel and Flamel are hereinafter referred to, individually, as a “Party” and, collectively, as the “Parties”.
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FLAMEL TECHNOLOGIES S. A. BUYER: ÉCLAT HOLDINGS, LLC By: /s/ Sxxxxxx X. Xxxxxxx By: /s/ Alex Karnal Name: Sxxxxxx X. Xxxxxxx Name: Alex Karnal Title: Chief Executive Officer Title: Secretary
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FLAMEL TECHNOLOGIES S. A. ordinary shares outstanding and ordinary shares issuable pursuant to Equity-Linked Securities (as of the date of signing the Common Draft Terms of the Merger); Appendix 6.5 Estimated Fair Market Value for purposes of Section 6.5 Appendix 14 Flamel’s Works Council opinion Appendix 14.4 List of customs and unilateral commitments in force within Flamel as of the date hereof Appendix 15 Revised Constitution of Avadel [The signature page follows] Xx Xxxxxx, Xxxxxxx, Xx the Twenty-Ninth (29) day of June 2016 Seven (7) original copies.
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FLAMEL TECHNOLOGIES S. A. Ordinary Shares Outstanding and Ordinary Shares Issuable Pursuant to Equity-Linked Securities (As of the date of signing the Common Draft Terms of the Merger) Shares / Security Issuance date Beneficiary Number Nb subject to holding period / expiry date Outstanding authorities in force on the date hereof Ordinary shares outstanding N/A N/A 41,241,254 N/A N/A 2012 Free Shares (unvested – 6 beneficiaries – all US employees) 10 December 2016 6 beneficiaries – US employees 24,500 unvested 150,600 / 12 December 2016 N/A 2013 Free Shares (unvested – 5 beneficiaries) 12 December 2017 5 beneficiaries – US employees 23,000 unvested 151,250 / 31 December 2017 N/A 2014 Free Shares (unvested – 65 beneficiaries) 11 December 2016 11 December 2018 11 December 2018 54 beneficiaries – FR employees 8 beneficiaries – US employees 1 beneficiary – IR employees 141,550 unvested (will be vested on 12 December 2016) 36,500 unvested 1,500 unvested 141,550 / 12 December 2018 N/A 2015 Free Shares N/A N/A N/A N/A The authorisation granted to the Board of Directors on 26 June 2015 (expiring on 26 August 2018), still allows the Board of Directors to issue 250,000 free shares 2016 Free shares (non-allocated) 2016 EGM 59 beneficiaries – FR employees 15 beneficiaries – US employees 6 beneficiaries – IR employees 89,500 non-allocated 152,000 non-allocated 6,700 non-allocated N/A Authorisation to be granted at the 2016 EGM Shares / Security Issuance date Beneficiary Number Nb subject to holding period / expiry date Outstanding authorities in force on the date hereof Stock Options (outstanding shares, 45 beneficiaries - including grants made in December 2015 and early 2016) Since 2006 45 beneficiaries 2,401,726 N/A N/A Directors’ Stock Warrants (“BSA administrateurs”) 26 June 2015 Mx. Xxxxxxxxx, Mx. Xxxxxxx, Mx. Xxxxxx, Mx. Xxxxxxx and Mr. Van Assche 647,527 N/A N/A Scientific committee’s Stock Warrants 12 August 2013 Mx. Xxxxxxxx and Mr. Trepo 20,000 N/A N/A Breaking Stick Holdings (formerly known as Eclat Holdings) Warrants (Deerfield) (“BSA Eclat”) 13 March 2012 ECLAT HOLDING LLC 3,300,000 N/A N/A Stock warrants N/A N/A N/A N/A The authorisation granted to the Board of Directors on 26 June 2015 (expiring on 26 December 2016) still allows the Board of Directors to issue 4 stock warrants Total of Shares Issuable pursuant to Equity-Linked Securities: 6,844,953 N/A N/A Appendix 6.5 Estimated Fair Market Value for purposes of Section 6.5 The share premium will be computed by using the market...
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FLAMEL TECHNOLOGIES S. A. (a corporation (société anonyme) organized under the laws of the Republic of France) [3,800,000] Ordinary Shares in the form of American Depositary Shares (Nominal Value of approximately 0.1219 Euros per Ordinary Share) SUBSCRIPTION AND PURCHASE AGREEMENT October 2, 2003 MXXXXXX LXXXX & CO. Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated UBS Securities LLC SX Xxxxx Securities Corporation Punk, Zxxxxx & Company, L.X. Xxxxxxxx Curhan Ford & Co. Bxxxx Xxxxxx & Co., Inc. Pxxxxxx & Co. as Underwriters c/x Xxxxxxx Xxxxx & Co. Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 4 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Flamel Technologies S.A., a corporation (société anonyme) organized under the laws of the Republic of France (the “Company”), and the persons (other than the Company) listed in Schedule B hereto (the “Selling Shareholders”), confirm their respective agreements with Mxxxxxx Lxxxx & Co., Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (“Mxxxxxx Lxxxx”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof) with respect to (i) the issuance by the Company of 2,000,000 of its Ordinary Shares, nominal value of approximately 0.1219 Euros per share (“Ordinary Shares”), (ii) the sale by the Selling Shareholders, acting severally and not jointly, of [1,800,000] Ordinary Shares in the form of American Depositary Shares (“ADSs”), each ADS representing one of the Company’s Ordinary Shares, in the respective numbers as set forth in Schedule B hereto, (iii) the subscription by Mxxxxxx Lxxxx of the Primary Shares (defined below), (iv) the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Ordinary Shares, in the form of ADSs, as set forth opposite their respective names in Schedule A hereto and (v) the grant by the Selling Shareholders to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [570,000] additional Ordinary Shares in the form of ADSs to cover overallotments, if any. The aforesaid 2,000,000 new Ordinary Shares (the “Primary Shares”) to be issued by the Company and the [1,800,000] Ordinary Shares to be sold by the Selling Shareholders shall hereinafter be referred to as the “Initial Securities,” and all or any part of the additional [570,000] Ordinary Shar...
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FLAMEL TECHNOLOGIES S. A. ordinary shares outstanding and ordinary shares issuable pursuant to Equity-Linked Securities (as of the date of signing the Common Draft Terms of the Merger);
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FLAMEL TECHNOLOGIES S. A. having its registered office at 30 xxxxxx xx Xx. Xxxxxxx Xxxx, 69200 Vénissieux, France (hereinafter called “the Guarantor” which expression shall where the context so admits or requires include its successors and assigns)
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FLAMEL TECHNOLOGIES S. A. By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Chief Executive Officer ACCEPTED: ÉCLAT HOLDINGS, LLC By: /s/ Alex Karnal Name: Alex Karnal Title: Secretary
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Related to FLAMEL TECHNOLOGIES S

  • New Technology If New Technology becomes available from any source, including Supplier, then KP may evaluate and contract with any supplier so that KP will have access to New Technology at all times. If Supplier cannot offer New Technology at comparable or lower prices, KP may either (a) amend contract pricelist to add Supplier's New Technology at a mutually agreed-upon price; or (b) contract with other suppliers for New Technology. Regardless of whether New Technology is added to this Agreement, Supplier and KP will negotiate in good faith to equitably adjust the pricing for any current Product under this Agreement affected by the New Technology.

  • Technology For purposes of this Agreement, “Technology” means all Software, information, designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether or not patentable and whether or not reduced to practice), apparatus, creations, improvements and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings, and other embodiments of any of the foregoing, in any form or media whether or not specifically listed herein. Further, for purposes of this Agreement, “Software” means any and all computer programs, whether in source code or object code; databases and compilations, whether machine readable or otherwise; descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing; and all documentation, including user manuals and other training documentation, related to any of the foregoing.

  • Joint Technology The Parties agree that, in order to effectuate the provisions of Section 4.4.2, subject to any exclusive licenses granted hereunder, (a) the non-use provisions of this Article 9 shall not apply to each Party’s use of Joint Technology, and (b) each Party may disclose the Joint Technology to Third Parties who are under terms of confidentiality no less strict than those contained in this Agreement.

  • Third Party Technology The assignment of any applicable license agreements with respect to Third Party Technology are set forth in the General Assignment and Assumption Agreement.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

  • Technology License 4.1 Unless any event described in Article 2.2 or 2.3 of this Agreement occurs, all of the technology required to be licensed for any of Party B’s business shall be provided by Party A on an exclusive basis. Party A will try its best to license Party B to use the technology owned by Party A, or re-license Party B to use the technology as approved by the owner.

  • Licensed Technology The term "Licensed Technology" shall mean the ------------------- Licensed Patents, plus all improvements thereto developed by Licensor, and all related data, know-how and technology.

  • Information Technology The Company’s and the Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) operate and perform in all material respects as required in connection with the operation of the business of the Company and the Subsidiaries as currently conducted. The Company, and the Subsidiaries maintain commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”) processed and stored thereon, and to the knowledge of the Company, there have been no breaches, incidents, violations, outages, compromises or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and the Subsidiaries are presently in compliance in all material respects with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except for any such noncompliance that would not have a Material Adverse Effect.

  • Manufacturing Technology Transfer With respect to each Technology Transfer Product, upon AbbVie’s written request after the Inclusion Date for the Included Target to which such Technology Transfer Product is Directed, Morphic shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Morphic Know-How and Joint Know-How relating to the then-current process for the Manufacture of such Technology Transfer Product (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by AbbVie (such transfer and implementation, as more fully described in this Section 5.3, the “Manufacturing Technology Transfer”). To assist with the Manufacturing Technology Transfer, Morphic will make its personnel reasonably available to AbbVie during normal business hours for up to [***] FTE hours with respect to each Included Target (in each case, free of charge to AbbVie) to transfer and implement the Manufacturing Process under this Section 5.3. Thereafter, if requested by AbbVie, Morphic shall continue to perform such obligations; provided, that AbbVie will reimburse Morphic for its full-time equivalent (FTE) costs (for clarity, in excess of [***] FTE hours) and any reasonable and verifiable out-of-pocket costs incurred in providing such assistance. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

  • Inventions, Ideas, Processes, and Designs All inventions, ideas, processes, programs, software, and designs (including all improvements) (i) conceived or made by the Executive during the course of his or her employment with the Company (whether or not actually conceived during regular business hours) and for a period of six months subsequent to the termination (whether by expiration of the Term or otherwise) of such employment with the Company, and (ii) related to the business of the Company, shall be disclosed in writing promptly to the Company and shall be the sole and exclusive property of the Company, and the Executive hereby assigns any such inventions to the Company. An invention, idea, process, program, software, or design (including an improvement) shall be deemed related to the business of the Company if (a) it was made with the Company’s funds, personnel, equipment, supplies, facilities, or Confidential Information, (b) results from work performed by the Executive for the Company, or (c) pertains to the current business or demonstrably anticipated research or development work of the Company. The Executive shall cooperate with the Company and its attorneys in the preparation of patent and copyright applications for such developments and, upon request, shall promptly assign all such inventions, ideas, processes, and designs to the Company. The decision to file for patent or copyright protection or to maintain such development as a trade secret, or otherwise, shall be in the sole discretion of the Company, and the Executive shall be bound by such decision. The Executive hereby irrevocably assigns to the Company, for no additional consideration, the Executive’s entire right, title and interest in and to all work product and intellectual property rights, including the right to sxx, counterclaim and recover for all past, present and future infringement, misappropriation or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title or interest in any work product or intellectual property rights so as to be less in any respect than the Company would have had in the absence of this Agreement. If applicable, the Executive shall provide as a schedule to this Agreement, a complete list of all inventions, ideas, processes, and designs, if any, patented or unpatented, copyrighted or otherwise, or non-copyrighted, including a brief description, which he or she made or conceived prior to his or her employment with the Company and which therefore are excluded from the scope of this Agreement. References to the Company in this Section 12 shall include the Company, its subsidiaries and affiliates.

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