PURCHASE AND SALE; LICENSE Sample Clauses

PURCHASE AND SALE; LICENSE. 11 2.1 Purchase and Sale of Assets 11 2.2 Excluded Assets 11 2.3 Assumption of Liabilities 12 2.4 Excluded Liabilities 12 2.5 License Grant 12 2.6 Sublicenses 13 2.7 No Other Rights 13 2.8 Right of Negotiation 13 2.9 Exclusivity 14 2.10 Confidential Disclosure Agreements 14 ARTICLE 3 DEVELOPMENT, COMMERCIALIZATION, MANUFACTURING 14 3.1 Responsibility 14 3.2 Post-Closing Exploitation of the Transferred Assets. 15 3.3 Compliance with Laws 16 3.4 Additional Compliance. 16 3.5 Third Parties 16 ARTICLE 4 FINANCIAL PROVISIONS 16 4.1 Upfront Fee 16 4.2 Contingent Payments 16 4.3 Payments; Currency 17 4.4 Late Payments 17 4.5 Taxes and Withholding 17 ARTICLE 5 CONFIDENTIALITY 18 5.1 Confidential Information 18 5.2 Required Disclosures 18 5.3 Permitted Disclosures 19 5.4 Publication 19 ARTICLE 6 CLOSING 19 6.1 Closing 19 6.2 Closing Deliveries 19 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. Table of Contents (cont’d) Page ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES 20 7.1 Incorporation and Good Standing 20 7.2 Authority; Enforceability; No Conflict 20 7.3 No Proceeding 21 7.4 Intellectual Property 21 7.5 Title to Assets 22 7.6 Sufficiency of Assets; Other Development 22 7.7 Regulatory 22 7.8 Material Agreements 23 7.9 Brokers 23 7.10 Taxes 23 7.11 Anticorruption Matters 24 7.12 Disclaimer of Other Representations and Warranties 24
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PURCHASE AND SALE; LICENSE. 2.1 During the term of this Agreement, and subject to the provisions hereof, Vivier agrees to supply to Buyer, all of Buyer's requirements for the Products. All orders for the Products shall be made pursuant to written purchase orders delivered to Vivier in accordance with Section 4 hereof. All purchase orders from Buyer shall be in multiples of full batch sizes commonly used in routine production of the Products. Minimum batch sizes are set forth on Schedule A. The parties reserve the right to negotiate modified minimum batch sizes on mutually agreeable terms and conditions.
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PURCHASE AND SALE; LICENSE. 2.1 During the term of this Agreement, and subject to the provisions hereof, Geneva agrees to supply to Buyer, and Buyer agrees to purchase from Geneva, all of Buyer's requirements for the Products. All orders for the Products shall be made pursuant to written purchase orders delivered to Geneva in accordance with Section 4 hereof. All purchase orders from Buyer shall be in multiples of full batch sizes which are commonly used in routine production of the Products. Minimum batch sizes are set forth on Schedule A. The parties reserve the right to negotiate modified minimum batch sizes on mutually agreeable terms and conditions. Each shipment to a different shipping location shall be considered a separate shipment for purposes of this Agreement.
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PURCHASE AND SALE; LICENSE 
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Related to PURCHASE AND SALE; LICENSE

  • Purchase and Sale of Products Xxxx agrees to purchase and receive from the Company, and the Company agrees to sell and deliver to Xxxx, the entire Products output of the Refinery from and including the Commencement Date through the end of the Term of this Agreement, at the prices determined pursuant to this Agreement and otherwise in accordance with the terms and conditions of this Agreement.

  • The Purchase and Sale On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall purchase, acquire and accept from the Seller, and the Seller shall sell, transfer, assign and deliver to the Purchaser, the Company Interests, free and clear of all Liens (other than Liens created by Parent or Purchaser).

  • Purchase and Sale Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 20,000 units (the “Initial Units”) at a purchase price of approximately $.004348 per Initial Unit for an aggregate purchase price of $86.84. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $7.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of Acquired Assets Upon the terms and subject to the conditions and provisions contained herein, at the Closing (as defined in Section 2.1), the Seller shall sell, convey, assign and deliver to the Purchaser, and the Purchaser shall acquire and accept from the Seller, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest in and to the following assets of the Purchaser ("Acquired Assets"):

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with Subsection 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Subsection 2.2.

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

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