Examples of Acquired Regulatory Approvals in a sentence
The transfer of ownership of the Acquired Regulatory Approvals shall be effective on the date on which Purchaser provides notice of exercise of the Option and is referred to herein as the “Option Closing Date.” Within [***]of the Option Closing Date, Seller shall provide an executed Seller FDA Letter to Purchaser, notifying the FDA that the Acquired Regulatory Approvals have been transferred to Purchaser as of the Option Closing Date.
On the terms and subject to the conditions set forth in this Agreement, upon the Closing, the Seller Group Members shall grant to Purchaser, and Purchaser shall accept from the Seller Group Members, an exclusive option to transfer ownership of the Acquired Regulatory Approvals for no additional consideration (“Option”), exercisable by Purchaser upon written notice to Seller during the Option Exercise Period.
For clarity, as of the Closing, there will be no Liens upon any of the Acquired Assets, Acquired Regulatory Approvals or Licensed Intellectual Property and Seller has not taken any action or committed any omission that would adversely affect or in any way impair, interfere with or prevent Purchaser’s right to receive the benefit of the assignments, transfers and licenses granted under this Agreement.
The Seller may retain an archival copy of any Acquired Regulatory Approvals including supplements and records that are required to be kept under 21 C.F.R. §314.81.
Upon the occurrence of the Fifth Amendment Effective Date, any security interest or other Liens granted to or held by the Agent under any Loan Document in respect of the Acquired Assets and Acquired Regulatory Approvals (as such terms are defined in the Asset Transfer Agreement) shall immediately be automatically, permanently and irrevocably released and discharged (such released assets, the “Released Assets”) (collectively, the “Release”).
Subject to the Transition Services Agreement, each of the Sellers and Purchaser shall use reasonable best efforts to take any actions required by any Governmental Entity necessary to effect the transfer of the Acquired Regulatory Approvals from one or more of the Sellers and/or their respective Affiliates, as applicable, to Purchaser, and shall cooperate with each other in order to effectuate the foregoing transfer of the Acquired Regulatory Approvals.
There are no Proceedings pending by a Seller Group Member, or that a Seller Group Member intends to initiate, against any other Person relating to or affecting the assignment of the Acquired Assets or Acquired Regulatory Approvals or license to the Licensed Intellectual Property.
Except as set forth on Schedule 3.4 of the Disclosure Schedules, Seller has good and marketable title to, or a valid right to use, all of the tangible and intangible Acquired Assets and Acquired Regulatory Approvals, free and clear of any and all Liens and has obtained from the remainder of the Seller Group Members any other rights necessary to execute, deliver and perform its obligations under this Agreement.
The Sellers and Purchaser shall establish a mutually acceptable and prompt communication and interaction process to ensure the orderly transfer of the Acquired Regulatory Approvals at the Closing, including the transfer of the Regulatory Documentation comprising or referenced in the Acquired Regulatory Approvals in formats acceptable to Purchaser.
Except as set forth on Schedule 3.8 of the Disclosure Schedules, there are no Liabilities existing or Proceedings or Orders pending against a Seller Group Member or, to the Knowledge of Seller, threatened against a Seller Group Member, relating to or affecting the assignment of Acquired Assets or Acquired Regulatory Approvals or license to the Licensed Intellectual Property.