Acquired Books and Records has the meaning provided in Section 4.07.
Acquired Books and Records means all books, ledgers, files, reports, plans, records, manuals and other materials (in any form or medium) of, or maintained for, the Business, but excluding any such items to the extent an Excluded Asset.
Acquired Books and Records means Books and Records (i) that are primarily useful for, or held for use primarily for, the research, development, manufacture or commercialization of Compounds or (ii) that are expressly identified as Acquired Books and Records in Section 4.4(d). Acquired Books and Records do not include any Books and Records that otherwise expressly meet the definition of Restricted Books and Records or Excluded Books and Records, unless such Books and Records are expressly identified as Acquired Books and Records.
Examples of Acquired Books and Records in a sentence
Notwithstanding the foregoing, the Members and the Company may retain such copies of the Acquired Books and Records as they deem reasonably necessary or advisable.
Any Acquired Books and Records or Shared Books and Records that exist in electronic format will be transferred in their native, electronic format.
In addition to the Acquired Books and Records, Buyer shall also be entitled to receive, and Seller shall provide to Buyer in accordance with the terms of this Agreement and the Transition Services Agreement, copies of all other Books and Records that relate to, or are used in connection with, the Business or the Acquired Intellectual Property, including the materials described on Schedule 1.6 (the “Shared Books and Records”).
Notwithstanding the foregoing, the Stockholders and the Company may retain such copies of the Acquired Books and Records as they deem reasonably necessary or advisable.
For the avoidance of doubt, (A) the laboratory notebooks listed at Schedule 4.4(d)(ii)(a) (the “Laboratory Notebooks”) and (B) all patent prosecution files related to the Patent Rights within the Acquired Intellectual Property shall be Acquired Books and Records delivered to Bayer at Closing in the case of hard copy files and by the Outside Delivery Date in the case of electronic files; none of Maxygen, Holdings or their Affiliates will retain copies thereof or will redact any information therefrom.
More Definitions of Acquired Books and Records
Acquired Books and Records means (i) all files, documents, books and records that are in the possession of the Selling Companies and exclusively related to and used in the operation of the Transferred Assets and the Customer Care Business at any time since January 1, 2012 and prior to the Initial Closing Date, and (ii) copies of the portions of all such types of files, documents, books and records that relate primarily, but not exclusively, to the operation of the Transferred Assets or the Customer Care Business that are in the possession of the Selling Companies, have been used in the operation of the Transferred Assets or used by the Customer Care Business since January 1, 2012 and prior to the Initial Closing Date and are necessary for the operation of the Transferred Assets and the conduct of the Customer Care Business after the Initial Closing Date; provided that Seller shall be entitled to remove or redact any information that does not relate to the operation of the Transferred Assets or the Customer Care Business from such items; provided, further, that (1) except as set forth in the Employee Matters Agreement, Acquired Books and Records shall not include any personnel records and (2) Acquired Books and Records shall not include (x) invoices or purchase orders or
Acquired Books and Records has the meaning set forth in Section 2.1.7.
Acquired Books and Records the meaning set forth in Section 1.1(h).
Acquired Books and Records means, except to the extent constituting an Excluded Asset, all books, records, accounts, ledgers, files, documents, correspondence, lists (including customer and prospect lists), employment records, procedural manuals, Intellectual Property records, sales and promotional materials, studies, reports and other printed or written materials in whatever format (including accounting and financial records, cost accounting records and files and correspondence), working papers, analytical models, billing files, technical data, correspondence, memoranda and other documentation (whether owned by a Seller or produced by any Seller for the counterparty to any of the Assigned Contracts or the Bids) primarily related to the to the assets referred to in clauses (a) through (g) of the definition of Acquired Assets.
Acquired Books and Records means all books and records included in the Recothrom Assets or the Other Parent Assigned Assets.
Acquired Books and Records means all of the books, records and documents pertaining to the assets, properties, business, operations, accounts, financial condition or customers of the Seller, regardless of whether such books and records are maintained for tax or financial reporting purposes (including, without limitation, files, customer and vendor lists, marketing literature, blueprints, plans, specifications and drawings); provided, however, that the foregoing shall not include any of the Excluded Assets or any of the books, records and documents that relate to the Excluded Assets; provided further that the Seller shall be permitted to retain copies of, and have access to, all of the Acquired Books and Records for tax purposes.
Acquired Books and Records is defined in Section 1.1(e). “Acquired Patents” means, collectively, all Patents included in the Acquired Assets. “Acquisition” is defined in the Recitals. “Action” means any claim, hearing, charge, action, suit, arbitration, litigation, mediation, grievance, audit, examination, inquiry, proceeding or investigation by or before any Governmental Entity or arbitrator. “Additional Assigned Contracts” is defined in Section 1.5(d). “Affiliate” of a specified Person means a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. “Aggregate Net Sales” means all Net Sales of the Products in the Territory on a cumulative basis subsequent to their First Commercial Sale. “Agreement” has the meaning set forth in the Preamble and shall include the Schedules annexed hereto or referred to herein. “Allocation” is defined in Section 1.9. “Ancillary Documents” means the Bill of Sale & Assignment and Assumption Agreement, Intellectual Property Assignment Agreements, Escrow Agreement, and each other agreement, document or instrument (other than this Agreement) executed and delivered by the parties in connection with the consummation of the Transactions.