Merial Sample Clauses

Merial shall, through in-house or outside attorneys solely of its choice, prepare, file, prosecute, and maintain, and control the preparation, filing, prosecution and maintenance of, all applications for registration of generic names for Compounds pursuant to this Agreement. The Parties hereto expressly agree that the in-house and outside attorneys chosen by MERIAL for this purpose are MERIAL’s counsel and waive any and all actual or potential conflicts of interest with respect thereto. The preparation, filing, prosecution and maintenance of applications for registration of generic names for compounds pursuant to this Agreement, shall be at MERIAL’s cost.
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Merial. Sanofi-Aventis and/or its Subsidiaries and Affiliates are the record and beneficial owner of all of the Merial Shares as set forth in Schedule 9.3.1. Except as set forth in Schedule 9.3.1, all of the Merial Shares newly issued since the SPA Closing Date are duly authorized, have been validly issued and are fully paid and non-assessable, and were issued in compliance with applicable securities Laws or exemptions therefrom. Except as set forth in Schedule 9.3.1, since the SPA Closing Date, there have not been issued any outstanding shares of capital stock or other Equity Securities of the Merial Group or any rights to subscribe for or purchase from the Merial Group any such shares of capital stock or other Equity Securities. Except as set forth in Schedule 9.3.1, no member of the Merial Group has any outstanding securities convertible into or exchangeable or exercisable for any shares of its capital stock or any rights to subscribe for or to purchase, or any agreements providing for the issuance (contingent or otherwise) of any shares of its capital stock. Except as set forth in Schedule 9.3.1, Sanofi-Aventis is not a party to any right of first refusal, right of first offer, proxy, voting agreement, voting trust, registration rights agreement or shareholders agreement with respect to the sale or voting of any shares of capital stock or other Equity Securities of the Merial Group.
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Merial. Merial has not entered into any transactions or undertaken any obligations, except for any transactions or obligations necessary to give effect to the Transactions as contemplated by this Agreement and the Ancillary Agreements.
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