Spin-Outs Sample Clauses

Spin-Outs. In the event either Party shall transfer any of its or its Subsidiary’s Patent, Technical Information, Trademark or Copyright for any reasons to any third party, including without limitation a legal entity or a person who shall have been a Subsidiary, a business unit, division or any other segment or organization, (hereinafter called collectively a ”Division”) of the Party or its Subsidiary and who shall become no longer owned or controlled by the Party as the result of setting up the Division’s own business, the Party shall ensure that the rights granted to the other Party under Parts B and C with respect to Patents, Technical Information, Trademarks, Copyrights and Products before the transfer shall continue. After any such transfer as described above, licensees under Part B shall not be entitled to any continuing flow of Patents or Technical Information from the third party to whom the transfer was made. However, a licensee may negotiate separately with a third party to whom Patents and Technical Information has been transferred either to acquire rights to technology to be developed in the future, or to surrender technology rights it may have acquired from the licensor prior to the transfer.
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Spin-Outs. In the event that the Company intends to license or otherwise transfer certain of its research and development activities (and provided such license or transfer does not include any Covered Product) to a newly established, partially owned subsidiary (a “Spin-Out”), then the Company shall notify Sanofi in writing of such intention at least [**] days prior to the initial fundraising for such Spin-Out. Sanofi shall be entitled to review the proposed terms for an investment in any such Spin-Out, provided that final terms and participants of any such investment shall be determined solely by the board of directors of such Spin-Out.
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Spin-Outs 
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Related to Spin-Outs

  • Share Reorganization If and whenever the Company shall:

  • Recapitalizations, etc The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Stock or the Options, to any and all shares of capital stock of the Company or any capital stock, partnership units or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or substitution of the Stock or the Options by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation or otherwise.

  • Reverse Split The Company has taken all necessary corporate action to effectuate a reverse split of its issued and outstanding Common Stock and preferred stock on the basis of one (1) such share for each 2.67 shares of issued and outstanding Common Stock and Preferred Stock, as applicable (the “Reverse Split”), and such Reverse Split became effective on June 22, 2020.

  • Recapitalization/Reorganization (a) Any new, substituted or additional securities or other property which is by reason of any Recapitalization distributed with respect to the Purchased Shares shall be immediately subject to the First Refusal Right, but only to the extent the Purchased Shares are at the time covered by such right.

  • Recapitalizations, Exchanges, etc The provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the shares of Common Stock, (ii) any and all shares of voting common stock of the Company into which the shares of Common Stock are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Company and (iii) any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the shares of Common Stock and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The Company shall cause any successor or assign (whether by merger, consolidation, sale of assets or otherwise) to enter into a new registration rights agreement with the Designated Holders on terms substantially the same as this Agreement as a condition of any such transaction.

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