Purchase of Prototype Drug, Materials and Intellectual Property Sample Clauses

Purchase of Prototype Drug, Materials and Intellectual Property. Del Mar shall purchase the Prototype Drug from Valent at a cost of $[*] (“Drug Product Purchase Payment”). Such Drug Product Purchase Payment shall be become due upon the Effective Date and shall be made no later than 90 days following the completion of a Financing Transaction, unless otherwise agreed by the Parties. In recognition of the value of the Intellectual Property and Materials other than the Prototype Drug, and subject to compliance with applicable securities laws and the constating documents of Del Mar, Del Mar agrees to grant to Valent warrants (the “Valent Warrants”) entitling Valent to purchase 500,000 Del Mar Shares upon completion of the Financing Transaction. The Valent Warrants shall be granted only if a Financing Transaction occurs, and will be granted within 60 days following the completion of a Financing Transaction pursuant to the terms and conditions of a warrant agreement to be entered into between Del Mar and Valent and shall contain a net exercise provision and other customary provisions. The Valent Warrants shall be exercisable at any time following their issuance and shall automatically expire five (5) years after the closing date of the Financing Transaction. Except as provided in this Section, the exercise price of the Valent Warrants will be equal to the purchase price of the securities sold under the Financing Transaction. Notwithstanding the foregoing, if at any time Del Mar lists the Del Mar Shares on any public exchange and the average daily closing price of the Del Mar Shares traded on the public exchange is twice (2x) the initial public offering share price for the Del Mar Shares for more than ninety (90) consecutive trading days (the “Trading Period”), then Del Mar may by written notice (the “Warrant Exercise Notice”) require Valent to exercise the Valent Warrants within thirty (30) days (the “Warrant Exercise Period”) of the Warrant Exercise Notice at an exercise price equal to the average daily closing price of the Del Mar Shares during the Trading Period. Any unexercised Valent Warrants that Valent does not exercise within the Warrant Exercise Period shall thereafter automatically expire.
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Purchase of Prototype Drug, Materials and Intellectual Property

  • Technology and Intellectual Property (a) Schedule 2.22(a) sets forth a complete and correct list of all (i) registered trademarks, service marks, domain names, copyrights and patents; (ii) applications for registration or grant of any of the foregoing; (iii) unregistered trademarks, service marks, trade names, logos and assumed names; and (iv) licenses for any of the foregoing, in each case, owned by or for the benefit of the Company or a Company Subsidiary, or used in or necessary to conduct the Company’s or a Company Subsidiary’s business as presently conducted. The items on Schedule 2.22(a), together with all other trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer software, licenses, formulae, customer lists or other databases, business application designs and inventions currently used in or necessary to conduct the businesses of the Company or of a Company Subsidiary, constitute the “Intellectual Property.”

  • Background Intellectual Property ‌ Notwithstanding and superseding anything to the contrary in this ARTICLE 14, each Party retains title to all Intellectual Property Rights owned or possessed by it or any of its affiliates prior to or independent of performance of this Agreement and used by it in fulfilling its obligations under this Agreement, as well as any modifications or improvements made thereto in the course of performing this Agreement (“Background IP”). To the extent that one Party acquires any right, title, or interest in and to any aspect of the modifications or improvements to the Background IP of the other Party, such first Party shall assign such right, title, and interest to the second Party, immediately following such acquisition. If any of the Supplier’s Background IP is included in or required to use the Documentation provided by the Supplier to the City, the Supplier hereby grants to the City an irrevocable, perpetual, fully paid-up, royalty-free, worldwide, transferable and non-exclusive licence (including the right to sub-licence only to members of the City’s Group) to, itself and through contractors and agents, use, copy, amend, reproduce, modify, create derivative works of, use, commercialize, and otherwise exploit the Supplier’s Background IP but only to the extent required to use such Documentation for the purpose (or any reasonably inferred purpose) for which it has been provided or for the provision of the Supply under this Agreement (excluding any software source code).

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Technical Information The Employer agrees to provide to the Union such information that is available relating to employees in the bargaining unit, as may be required by the Union for collective bargaining purposes.

  • Supply of Materials The following materials will be supplied by the department Name of Materials Rate. Place of delivery 1.

  • Intellectual Property Filings Such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights, as determined by the Collateral Agent.

  • Training Materials Training Materials will be provided for each student. Training Materials may be used only for either (i) the individual student’s reference during Boeing provided training and for review thereafter or (ii) Customer’s provision of training to individuals directly employed by the Customer.

  • Intellectual Property and Information Technology (a) Section 5.20(a) of the Company Disclosure Schedule contains a true and complete list, as of the date of this Agreement, of all Company Products.

  • Confidential Information and Intellectual Property (a) Other than in the performance of the Executive’s duties hereunder, the Executive agrees not to use in any manner or disclose, distribute, publish, communicate or in any way cause to be used, disclosed, distributed, published, or communicated in any way or at any time, either while in the Company's employ or at any time thereafter, to any person not employed by the Company, or not engaged to render services to the Company, any Confidential Information (as defined below) obtained while in the employ of the Company.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!