Sell-Down. If Celgene, its Affiliates or Sublicensees at termination of this Agreement possess Licensed Product, have started the Manufacture thereof or have accepted orders therefor, Celgene, its Affiliates or Sublicensees shall have the right, for up to [* * *] following the date of termination, to sell their inventories thereof, complete the Manufacture thereof and Commercialize such fully-Manufactured Licensed Product, in order to fulfill such accepted orders or distribute such fully-Manufactured Licensed Product, subject to the obligation of Celgene to pay Acceleron the royalty payments as provided in Article 5 of this Agreement.
Sell-Down. If Celgene, its Affiliates or Sublicensees at termination of this Agreement possess Licensed Product, have started the manufacture thereof or have accepted orders therefor, Celgene, its Affiliates or Sublicensees shall have the right, for up to one year following the date of termination, to sell their inventories thereof, complete the manufacture thereof and Commercialize such fully-manufactured Licensed Product, in order to fulfill such accepted orders or distribute such fully-manufactured Licensed Product, subject to the obligation of Celgene to pay GlobeImmune any and all payments as provided in this Agreement.
Sell-Down. Unless Agios exercises its option under Section 14.3(a)(vii), if Celgene, its Affiliates or sublicensees at termination of this Agreement possess Licensed Product, have started the manufacture thereof or have accepted orders therefor, Celgene, its Affiliates or sublicensees shall have the right, for up to [**] following the date of termination, to sell their inventories thereof, complete the manufacture thereof and Commercialize such fully-manufactured Licensed Product, in order to fulfill such accepted orders or distribute such fully-manufactured Licensed Product, subject to the obligation of Celgene to pay Agios any and all payments as provided in this Agreement.
Sell-Down. If Genocea, its Affiliates or Sublicensees at the time of termination of this Agreement for any reason possess Licensed Product, have started the Manufacture thereof or have accepted orders therefor, Genocea, its Affiliates or Sublicensees shall have the right, for up to one (1) year following the date of termination, to sell their inventories thereof, complete the Manufacture thereof and Commercialize such fully-Manufactured Licensed Product, in order to fulfill such accepted orders or distribute such fully-Manufactured Licensed Product, subject to the obligation of Genocea to pay Isconova the royalty payments as provided in ARTICLE 6 of this Agreement.
Sell-Down. If Monopar, its Affiliates or Sublicensees at termination of this Agreement possess Licensed Product, have started the manufacture thereof or have accepted orders therefor, Monopar, its Affiliates or Sublicensees shall have the right, for up to one (1) year following the date of termination, to sell their inventories thereof, complete the manufacture thereof and Commercialize such fully-manufactured Licensed Product, in order to fulfill such accepted orders or distribute such fully-manufactured Licensed Product, but only in the ordinary course of business and on the same terms and conditions of sale as previously applied and subject to the obligation of Monopar to pay Onxeo any and all payments as provided in this Agreement.
Sell-Down. Within two business days of the first date hereafter on which the Bandera Parties’ beneficial ownership of the Company’s common stock (“Common Stock”) falls below 75% of the aggregate number of shares of Common Stock reported as being beneficially owned by Bandera Partners on the Schedule 13D filed with the SEC on May 5, 2009 (the “Bandera 13D”) as a result of sales or other dispositions of shares by the Bandera Parties, with such aggregate number of shares being subject to adjustment to proportionally account for any stock split, reverse stock split or stock dividend, the Bandera Parties shall (A) provide written notice thereof to the Company and (B) cause both of the Bandera Directors to resign from the Board; provided, that the Nominating and Corporate Governance Committee, by a majority vote of all Committee members other than the Bandera Director appointed to such Committee, shall have the right, in its sole discretion, to waive the resignation requirement set forth in the foregoing clause (ii).
Sell-Down. In case of a Permitted Transfer or a Permitted Encumbrance or after expiry of the Standstill Period, DH may only initiate and effect a sale, transfer or other disposal of TA Financial Instruments in compliance with Law and in an orderly market manner, meaning, amongst other that DH shall not effect such sale, transfer or other disposal before the earlier of (i) the moment on which the final Cash Component Issuance has taken place and (ii) 1 July 2019, in each case provided that DH may effect a sale, transfer or other disposal of TA Financial Instruments to investors that would not customarily participate in an accelerated book build or similar capital markets transaction.
Sell-Down. 1.1 At any time after the Lock-up Period, NLFI is entitled to sell any number of Depositary Receipts, whether or not in the open market (a Sell Down). Notwithstanding the preceding sentence, NLFI will use reasonable efforts to conduct any Sell Down in an orderly market manner, so to avoid as much of a negative impact on the share price of the Depositary Receipts as reasonably practical in the context of similar market offerings and other objectives NLFI may have at the time. In this respect, after the Lock-up Period, NLFI shall take into account the following provisions of this Schedule 3.
1.2 NLFI and AAB will cooperate to advance a diversified base of Depositary Receipt holders and to enhance trading volumes and liquidity.
1.3 AAB will cooperate with NLFI to a reasonable extent to optimise any Sell Down, including, but not limited to providing reasonable access to information required for a due diligence, drafting a prospectus and being a party to an underwriting agreement containing customary provisions.
1.4 AAB and NLFI each agree to use their reasonable efforts to obtain any regulatory, stock exchange or other approval required for any Sell Down.
1.5 AAB cannot be required to apply for a (secondary) listing of the Depositary Receipts or the Shares.
Sell-Down. Unless Vividion exercises its option under Section 14.4(a)(vii), if Celgene, its Affiliates or Licensee Partners at termination of this Agreement possess Licensed Products, have started the Manufacture thereof or have accepted orders therefor, Celgene, its Affiliates or Licensee Partners shall have the right, for up to [***] year following the date of termination, to sell their inventories thereof, complete the Manufacture thereof and Commercialize such fully-Manufactured Licensed Product, in order to fulfill such accepted orders or distribute such fully-Manufactured Licensed Product, subject to the obligation of Celgene to pay Vividion any and all related milestone and royalty payments as provided in this Agreement.
Sell-Down. If Celgene, its Affiliates or Sublicensees at termination of this Agreement possess Licensed Product, have started the Manufacture thereof or have accepted orders therefor, Celgene, its Affiliates or Sublicensees shall have the right, for up to [* * *] following the date of termination, to sell (or, if Acceleron is the Distributing Party, to have the Distributing Party or its designee sell) their inventories thereof that were allocated for the Celgene Field, complete the Manufacture thereof and Commercialize such fully-Manufactured Licensed Product in the Celgene Field, in order to fulfill such accepted orders or distribute such fully-Manufactured Licensed Product, subject to the obligation of Celgene to pay Acceleron the royalty payments as provided in Article 5 of this Agreement.
