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.
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FLAMEL TECHNOLOGIES S. A. ÉCLAT HOLDINGS, LLC
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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, 00, xxxxxx xx Xx Xxxxxxx Xxxx, 69200 Vénissieux, France, registered with the Lyon Trade and Companies Register (RCS) under no. 379 001 530, Represented by Xx. 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. 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 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 Estimated Fair Market Value for purposes of Section 6.5 USD EUR
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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. (a corporation (société anonyme) organized under the laws of the Republic of France) 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 Shares subject to the option described in Section 2(b) hereof shall hereinafter be referred to as the “Option Securities.” The Initial Securities and the Option Securities are hereinafter cal...
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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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Related to FLAMEL TECHNOLOGIES S

  • New Technology When new or updated technology is introduced into a workplace, it will be the responsibility of the employer to provide appropriate and, if necessary, ongoing training to the employees directly affected. Such training will include any health and safety implications or information that will enable employees to operate the equipment without discomfort and will help maintain their general well-being.

  • Technology Discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, maskworks and copyrights developed under this Agreement.

  • EMERGING TECHNOLOGIES The State reserves the right to modify the terms of this Contract or any future Periodic Recruitments, to allow for emerging technologies. OGS reserves the right to include such technology(ies) hereunder or to issue a formal modification or amendment to this Contract.

  • 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 Company makes use of third party technology to collect information required for traffic measurement, research, and analytics. Use of third party technology entails data collection. We therefore would like to inform clients the Company enables third parties to place or read cookies located on the browsers of users entering the Company’s domain. Said third parties may also use web beacons to collect information through advertising located on the Company’s web site. Please note that you may change your browser settings to refuse or disable Local Shared Objects and similar technologies; however, by doing so you may be disabling some of the functionality of Company’s services.

  • Diagnostic Services All necessary procedures to assist the dentist in evaluating the existing conditions to determine the required dental treatment, including: Oral examinations Consultations

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • 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. 4.2 The Parties shall negotiate with each other to enter into specific technology license contracts to expressly specify the detail matters such as the technology to be licensed, the method to license the technology, license fees and payment.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Technology Access Contractor expressly acknowledges that state funds may not be expended in connection with the purchase of an automated information system unless that system meets certain statutory requirements relating to accessibility by persons with visual impairments. Accordingly, Contractor represents and warrants to System Agency that the technology provided to System Agency for purchase (if applicable under this Contract or any related Solicitation) is capable, either by virtue of features included within the technology or because it is readily adaptable by use with other technology, of: • providing equivalent access for effective use by both visual and non-visual means; • presenting information, including prompts used for interactive communications, in formats intended for non-visual use; and • being integrated into networks for obtaining, retrieving, and disseminating information used by individuals who are not blind or visually impaired. For purposes of this Section, the phrase “equivalent access” means a substantially similar ability to communicate with or make use of the technology, either directly by features incorporated within the technology or by other reasonable means such as assistive devices or services which would constitute reasonable accommodations under the Americans With Disabilities Act or similar state or federal laws. Examples of methods by which equivalent access may be provided include, but are not limited to, keyboard alternatives to mouse commands and other means of navigating graphical displays, and customizable display appearance. In accordance with Section 2157.005 of the Texas Government Code, the Technology Access Clause contract provision remains in effect for any contract entered into before September 1, 2006.

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