Carve-Out Transaction definition

Carve-Out Transaction means any transaction (including a sale of assets, merger, sale of stock or other equity interests, or exclusive licensing transaction), other than a Change of Control, pursuant to which any Intellectual Property or Material Contracts necessary for the production, development or sale of the Product held or owned by the Buyer or the Company, as applicable, immediately after the Closing are, directly or indirectly sold, exclusively licensed or otherwise transferred to or acquired by, directly or indirectly, a Person other than Parent or any of its Subsidiaries.

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Carve-Out Transaction means any transaction (including a sale of assets, merger, sale of stock or other equity interests, or licensing transaction), other than a Change of Control, pursuant to which a substantial portion of the Intellectual Property (including without limitation, any data, marketing authorizations and applications for marketing authorization) and/or Material Contracts held or owned by the Surviving Corporation immediately after the Effective Time and necessary for the production, development and sale of the Product are sold or licensed (directly or indirectly, including through sale of or license by any Subsidiary of the Surviving Corporation) to or acquired by, directly or indirectly, a Person other than Parent or a Subsidiary of Guarantor.

Carve-Out Transaction means any transaction (including a sale of assets, merger, sale of stock or other equity interests, or exclusive licensing transaction), other than a Change of Control, pursuant to which a substantial portion of the Intellectual Property (including without limitation, any data, marketing authorizations and applications for marketing authorization) and/or Company Material Contracts held or owned by the Surviving Corporation immediately after the Effective Time and necessary for the production, development and sale of the Product are sold or exclusively licensed (directly or indirectly, including through sale of or exclusive license by any Subsidiary of the Surviving Corporation) to or acquired by, directly or indirectly, a Person other than Parent or any of its Subsidiaries.

Examples of Carve-Out Transaction in a sentence

If any Carve-Out Transaction is consummated with a Person and such Person does not assume all of Parent’s obligations, duties and covenants hereunder, Parent shall retain all such obligations, duties and covenants hereunder; provided, for the avoidance of doubt, any Gross Revenue of such Person who acquired the Company Systems prior to the applicable Milestone Expiration Date shall be included the Gross Revenue calculation for as of the applicable Milestone Expiration Date pursuant to this Agreement.
The Parent may not assign this Agreement without the prior written consent of the majority of the Acting Holders; provided that Parent may, without such consent, assign this Agreement (a) in connection with a (i) Change of Control of Parent, (ii) a Carve-Out Transaction, in each case in accordance with Section 4.8, or (b) to one or more direct or indirect controlled Affiliates of Parent; provided that in the case of (b) Parent remains jointly and severally liable.
No later than thirty (30) days following the consummation of any Change of Control or Carve-Out Transaction, as applicable, Parent will deliver to the Rights Agent an Officer’s Certificate, stating that such Change of Control or Carve-Out Transaction complies with this Section 4.8 and that all conditions precedent herein relating to such transaction have been satisfied.
Upon consummation of a Change of Control or Carve-Out Transaction in accordance with this Section 4.8, neither Parent, nor any of its Affiliates (including the Surviving Corporation), shall have any further liability or obligation with respect to any Milestone Payments, and Parent and its Affiliates (including the Surviving Corporation) shall be fully relieved from any such obligations.

More Definitions of Carve-Out Transaction

Carve-Out Transaction has the meaning assigned to such term in Section 5.18.

Carve-Out Transaction means any transaction (including a sale of assets, merger, consolidation, share exchange, scheme of arrangement, sale of stock or other equity interests, spin-off, split-off or licensing transaction), other than a Change in Control, pursuant to which a substantial portion of the Intellectual Property (including without limitation any data, marketing authorizations and applications for marketing authorization) and/or material in-licenses relating to any [***] Products are sold, assigned or transferred, directly or indirectly, including through sale of or license by, Parent or any of its Affiliates.

Carve-Out Transaction means any transaction (including a sale of assets, merger, sale of stock or other equity interests, or exclusive licensing transaction), other than a Change of Control, pursuant to which any rights, property or assets (including Intellectual Property Rights and Material Contracts) necessary for the development of Epanova and the Rosuva FDC in accordance with the performance of Parent’s obligations under Section 4.03 are sold, exclusively licensed or otherwise transferred, directly or indirectly, to, or acquired by, directly or indirectly, a Person other than AZ Parent or any of its Subsidiaries.

Carve-Out Transaction means the transfer of all of the equity of PSC VODEC Limited from the Company or any of its applicable Subsidiaries to a third-party that was completed in December 2023.

Carve-Out Transaction means a merger, tender offer, consolidation or other business combination pursuant to which the overall business or assets of Eleven is combined with that of a Third-Party in a transaction (i) that, if to be entered into prior to the Effective Date, will provide for the continued effectiveness of this Agreement and the rights and obligations of the Parties and (ii) that specifically contemplates the exclusion of Eleven’s development and commercialization rights with respect to the IL-6 program, including EBI-031.

Carve-Out Transaction means any transaction (including a sale of assets, merger, sale of stock or other equity interests, or exclusive licensing transaction) pursuant to which all or substantially all of the rights, property and assets (including Intellectual Property and Material Contracts) necessary for the development and approval of DB-OTO are sold, exclusively licensed or otherwise transferred, directly or indirectly, to, or acquired by, directly or indirectly, a Person other than Parent or any of its Affiliates. For clarification, each of (i) ordinary course licensing, collaboration or distribution arrangements in which less than exclusive worldwide rights are granted for purposes of developing or commercializing DB-OTO and (ii) any Change of Control shall not constitute a Carve-Out Transaction.