BVF Entities definition

BVF Entities means Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., BVF Investments, L.L.C., Investment 10, L.L.C., BVF Partners L.P., BVF Inc. and Xxxx X. Xxxxxxx; “BVF Ownership Percentage” means, at any time, the percentage of the outstanding Common Stock Beneficially Owned in the aggregate by the BVF Entities and all Affiliates and Associates thereof as of such time; and solely as used in this Section 1(a), “Transfer” shall mean, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of (by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of (by operation of law or otherwise), any Common Stock or any interest in any Common Stock, including by tendering (or announcing an intention to tender) into any tender offer, regardless of whether such Common Stock or interest is purchased pursuant to such tender offer, and for such purpose the term “Transfer” shall include the sale of an Affiliate or Associate of any BVF Entity or the BVF Entity’s interest in an Affiliate or Associate that Beneficially Owns shares of Common Stock.”

BVF Entities means Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., BVF Investments, L.L.C., Investment 10, L.L.C., BVF Partners L.P., BVF Inc. and Xxxx X. Xxxxxxx; “BVF Ownership Percentage” means, at any time, the percentage of the outstanding Common Stock Beneficially Owned in the aggregate by the BVF Entities and all Affiliates and Associates thereof as of such time; “Baupost Entities” shall mean The Baupost Group, L.L.C., SAK Corporation and Xxxx X. Xxxxxxx; “Baupost Ownership Percentage” means, at any time, the percentage of the outstanding Common Stock Beneficially Owned in the aggregate by the Baupost Entities and all Affiliates and Associates thereof as of such time; and solely as used in this Section 1(a), “Transfer” shall mean, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of (by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of (by operation of law or otherwise), any Common Stock or any interest in any Common Stock, including by tendering (or announcing an intention to tender) into any tender offer, regardless of whether such Common Stock or interest is purchased pursuant to such tender offer, and for such purpose the term “Transfer” shall include (1) in the case of any BVF Entity, the sale of an Affiliate or Associate of any BVF Entity or the BVF Entity’s interest in an Affiliate or Associate that Beneficially Owns shares of Common Stock and (2) in the case of any Baupost Entity, the sale of an Affiliate or Associate of any Baupost Entity or the Baupost Entity’s interest in an Affiliate or Associate that Beneficially Owns shares of Common Stock.”

BVF Entities means Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., BVF Investments, L.L.C., Investment 10, L.L.C., BVF Partners L.P., BVF Inc. and Xxxx X. Xxxxxxx;

Examples of BVF Entities in a sentence

• The “Exempted Shares” (a) shall consist of one share less than such number as would result in a BVF Ownership Percentage of twenty percent (20%) and (b) must (i) consist solely of shares of Common Stock, and not include any common stock equivalents or derivative securities and (ii) be Fully-Owned by the BVF Entities.

• Without limiting the generality of the foregoing, to the extent that any of the terms hereof are inconsistent with the rights or obligations of the BVF Entities under any other agreement with the Company, the terms of this Agreement shall govern.

• All Subject Shares must be voted in Proportionate Voting or Recommended Voting as provided in this Section 3.1, with the BVF Entities having the right to make the election between Proportionate Voting and Recommended Voting, provided that if no such election is made by the BVF Entities, Proportionate Voting shall apply.

• The Company shall be entitled to rely on the most recently delivered report, statement on Schedule 13D, Form 4 or other notice for all purposes of this Agreement, unless the BVF Entities shall have updated such information by delivery of a subsequent report, statement on Schedule 13D, Form 4 or notice.

• The obligations of the BVF Entities specified in this Section 3.1 shall apply whether or not any action is recommended by the Board.

• The BVF Entities shall be under no obligation with respect to any shares of Common Stock that it Beneficially Owns, other than the Subject Shares as provided in Section 3.1, to be present in person or represented by proxy at any meetings of securityholders of the Company or to vote such shares of Common Stock.

• If to the Company: Facet Biotech Corporation 0000 Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxx, XX 00000 Attention: General Counsel Fax: 000-000-0000 with a copy (which shall not constitute notice) to: Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 0000 Xxxxxxx Xxxxxx Xxxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxx Fax: 000-000-0000 If to the BVF Entities: BVF Partners L.P. 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxx X.

• We will need approximately $20,949,515 to purchase all of the outstanding Shares not owned by the BVF Entities pursuant to the Offer.

• Regardless of the number of Shares ultimately purchased in the Offer, the BVF Entities do not intend to delist or deregister the Shares, but rather, consistent with their disclosure, to pursue negotiations with MediciNova, Inc.

• On October 23, 2008, the BVF Entities filed a Schedule 13D with the SEC indicating they owned 8,201,700 Shares as of October 21, 2008, representing approximately 27.55% of the Company's then outstanding Shares.