Excluded Licensing Transaction definition

Excluded Licensing Transaction means any Out-License, excluding any Disposition that grants any exclusive rights to a Third Party to Commercialize the Product in the U.S. or other Disposition of the CymaBay Intellectual Property that conveys the exclusive right to Commercialize the Product in the U.S. (other than, (i) in the case of a Third Party contract testing, development, research and/or manufacturing organization, a license or sublicense to commercially manufacture the Product on behalf of CymaBay or its Affiliates, without any license or sublicense to engage in any other Commercialization activities with respect to the Product, or (ii) in the case of a Third Party wholesaler, distributor or distribution logistics services provider, a license or sublicense to distribute the Product (and/or conduct other typical distribution activities) on behalf of CymaBay or its Affiliates, without any license or sublicense to engage in any other Commercialization activities with respect to the Product).
Sample 1Sample 2
Excluded Licensing Transaction means (a) a license or sublicense granted to an academic collaborator, service provider, contract research organization, contract manufacturer or similar Third Party that does not grant to such Third Party any right to Commercialize the Product (other than, in the case of a CMO, the right to commercially manufacture PB2452 or the Product on behalf of PB or its Affiliates, without any other right to Commercialize the Product), or (b) a license or sublicense not involving a grant of rights to the Product (by way of example and not of limitation, a license or sublicense to develop and commercialize any product based on PB’s proprietary ELP technology, including PB1046 and PB1023).
Sample 1Sample 2
Excluded Licensing Transaction means a license or sublicense granted to an academic collaborator, service provider, contract research organization, contract manufacturer or similar Third Party that does not grant to such Third Party any right to Commercialize a Product (other than, in the case of a CMO, the right to commercially manufacture a Product (or any component thereof) on behalf of Stealth or its Affiliates, without any other right to Commercialize a Product).
Sample 1Sample 2

Examples of Excluded Licensing Transaction in a sentence

  • PB shall have the right, without SFJ’s consent, to enter into any Excluded Licensing Transaction.

  • In connection with any Excluded Licensing Transaction and any other licensing of Intellectual Property permitted pursuant to this Agreement, Investor shall enter into a customary non-disturbance agreement to the extent requested by Opthea, in each case reasonably satisfactory to Investor and the counterparty thereto.

  • Without Investor’s prior written consent, such consent not to be unreasonably withheld or delayed, Opthea shall not, and shall not permit any Subsidiary to, license, sell, convey, assign, dispose, or otherwise transfer (collectively, “Dispose”) to any Third Party rights to Develop or Commercialize the Product or the Product IP to any Third Party, provided that this Section 7.3.4 shall not apply to any Excluded Licensing Transaction or a Change of Control.

  • In connection with any Excluded Licensing Transaction and any other licensing of Intellectual Property permitted pursuant to this Agreement, each Investor shall enter into a customary non-disturbance agreement to the extent requested by Opthea, in each case reasonably satisfactory to such Investor and the counterparty thereto.


More Definitions of Excluded Licensing Transaction

Excluded Licensing Transaction means [***]
Sample 1
Excluded Licensing Transaction means (i) a license or sublicense granted to an academic collaborator, service provider, contract research organization, contract manufacturer or similar Third Party that does not grant to such Third Party commercialization rights with respect to the Product, (ii) a license or sublicense not involving a grant of rights to the Product and that, prior to such time as Apellis has filed applications for Regulatory Approval with both FDA and EMA, does not grant a Third Party licensee commercialization rights for a product for PNH or (iii) a Licensing Transaction involving the grant of rights to the Product solely for use in the treatment of ophthalmic indications and where such Licensing Transaction under this clause (iii) will be structured to provide for (a) at least a [**]% profit split for Apellis or an effective royalty rate (disregarding customary contingencies for reductions to royalties due to royalties owed to Third Parties, patent expiration and generic competition) payable to Apellis of at least [**]% of net product sales or (b) payments to Apellis, including upfront payments, research and development funding, payments for equity and development and regulatory milestone payments, of at least $[**], which (in the case of (a) or (b)) would provide payments to Apellis that, together with the cash Apellis in good faith projects as of the execution date of such Licensing Transaction will otherwise have available to contribute to such development costs, would total an amount which equals or exceeds the then-remaining aggregate development costs anticipated to be incurred by Apellis as of the execution date of such Licensing Transaction for the completion of Apellis’ DERBY and OAKS clinical trials and CMC activities in order to obtain regulatory approval of Apellis’ product for the treatment of geographic atrophy by the FDA in the US and by the EMA in Europe, which good faith financial projections at the time of such Licensing Transaction are consistent with the latest of either (A) Apellis’ then-most-recent financial projections presented to the Board of Directors of Apellis or (B) Apellis’ then-most-recent publicly announced financial projections.
Sample 1
Excluded Licensing Transaction has the meaning ascribed to such term in Section 1.1.47.
Sample 1
Excluded Licensing Transaction means, collectively: (a) any Out-License under which Opthea or any of its Affiliates grants an exclusive license or sublicense to a Third Party to Develop the Product in all or a portion of the world outside of the U.S.; (b) any Commercialization License under which Opthea or any of its Affiliates grants an exclusive license or sublicense to a Third Party to Commercialize the Product in all or a portion of the world solely outside of the U.S.; (c) any Out-License under which Opthea or any of its Affiliates grants a Third Party contract testing organization, contract development organization, contract research organization and/or contract manufacturing organization a license or sublicense to Develop or commercially manufacture the Product on behalf of Opthea or its Affiliates, without any license or sublicense to engage in any Commercialization activities with respect to the Product; (d) any Out-License under which Opthea or any of its Affiliates grants a Third Party wholesaler, distributor or distribution logistics services provider, a license or sublicense to distribute the Product (and/or conduct other typical distribution activities) on behalf of Opthea or its Affiliates, without any license or sublicense to engage in any other Development or Commercialization activities with respect to the Product; (e) any Out-License of Excluded IP; and (f) any Out-Licenses solely between or among Opthea and its Subsidiaries.
Sample 1
Excluded Licensing Transaction means (i) a license or sublicense granted to an academic collaborator, service provider, contract research organization, contract manufacturer or similar Third Party that does not grant to such Third Party commercialization rights with respect to the Product, (ii) a license or sublicense not involving a grant of rights to the Product and that, prior to such time as Apellis has filed applications for Regulatory Approval with both FDA and EMA, does not grant a Third Party licensee commercialization rights for a product for PNH or (iii) a Licensing Transaction involving the grant of rights to the Product solely for use in the treatment of ophthalmic indications and where such Licensing Transaction under this clause (iii) will be structured to provide for (a) at least a [**]% profit split for Apellis or an effective royalty rate (disregarding customary contingencies for reductions to royalties due to royalties owed to Third Parties, patent expiration and generic competition) payable to Apellis of at least [**]% of net product sales or (b) payments to Apellis, including upfront payments, research and development funding, payments for equity and development and regulatory milestone payments, of at least $[**], which (in the case of (a) or (b)) would provide payments to Apellis that, together with the cash Apellis in good faith projects as of the execution date of such Licensing Transaction will otherwise have available to contribute to such development costs, would total an amount which equals or exceeds the then-remaining aggregate development costs anticipated to be incurred by Apellis as of the execution date of such Licensing Transaction for the completion of Apellis’ DERBY and OAKS clinical trials and CMC activities in order to obtain regulatory approval of Apellis’ product for the treatment of geographic atrophy by the FDA in the US and by the EMA in Europe, which good faith financial projections at the time of such Licensing Transaction are consistent with the latest of either (A) Apellis’ then-most-recent financial projections presented to the Board of Directors of Apellis or (B) Apellis’ then-most-recent publicly announced financial projections. on Exhibit E.
Sample 1

Related to Excluded Licensing Transaction

  • Excluded License means an open source or other software license that requires, as a condition of license, use, modification, distribution or conveyance, that (a) the code be disclosed or distributed in source code form; (b) others have the right to modify or create derivative works of it; and/or (c) the code becomes redistributable at no charge.

  • Excluded Transactions means:

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Excluded IP has the meaning assigned to such term in the U.S. Security Agreement.

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • Competing Transaction has the meaning set forth in Section 6.1(n).

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Issuer or any Restricted Subsidiary pursuant to which the Issuer or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Receivables Assets (which may include a backup or precautionary grant of security interest in such Receivables Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person that is not a Restricted Subsidiary; provided that any such Person that is a Subsidiary meets the qualifications in clauses (1) through (3) of the definition of “Receivables Subsidiary.”

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Excluded Matter means any one or more of the following: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which such Person or its Subsidiaries operates; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, international or national political conditions, or the escalation or worsening thereof; (v) (A) any changes in applicable Laws (including in connection with the COVID-19 pandemic) or accounting rules (including U.S. GAAP) or the enforcement, implementation or interpretation thereof, or (B) new pronouncements or interpretations by the SEC or other U.S. federal regulators with respect to prior accounting rules; (vi) the announcement, pendency or completion of the transactions contemplated by this Agreement; (vii) any natural or man-made disaster, acts of God, epidemics, or pandemics, including the COVID-19 pandemic (including any action taken or refrained from being taken in response to COVID-19), or the worsening thereof; (viii) any failure by a party to meet any internal or published projections, forecasts or revenue or earnings predictions (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise an Excluded Matter may be taken into account in determining whether there has been a Material Adverse Effect); (ix) the taking of any action expressly required to be taken under this Agreement; or (x) the impact on the Company of any action taken by, or at the request of, Parent or Merger Sub or the impact on Parent and/or Merger Sub or Parent of any action taken by, or at the request of, the Company; provided, however, that the exclusions provided in the foregoing clauses (i) through (v), and clause (vii) shall not apply to the extent that Parent and Merger Sub, taken as a whole, on the one hand, or the Company Group, taken as a whole, on the other hand, is disproportionately affected by any such exclusions or any change, event or development to the extent resulting from any such exclusions relative to all other similarly situated companies that participate in the industry in which they operate.

  • Recurring Transaction means a regular payment collected from your Card by an originator, in line with your instruction.

  • Excluded Equity means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.

  • Lapsed license “permit,” or “registration” means a license, permit, or registration that a person has failed to renew as required or the license, permit, or registration of a person who failed to meet stated obligations for renewal within a stated time. A person whose license, permit, or registration has lapsed continues to hold the privilege of licensure or registration in Iowa, but may not practice dentistry, dental hygiene, or dental assisting until the license, permit, or registration is reinstated.

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Required Transaction means any transaction involving a Swap that is subject to the trade execution requirement of Section 2(h)(8) of the Act.

  • Excluded Transfer means any transfer of VMTP Shares (1) to a tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (2) in connection with a distribution in-kind to the holders of securities of or receipts representing an ownership interest in any tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (3) in connection with a repurchase financing transaction or (4) relating to a collateral pledge arrangement.

  • Excluded Entity means a corporation or other entity of which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be cast by all of such corporation’s or other entity’s voting securities outstanding immediately after such transaction.

  • Excluded Issuance means an issuance and sale of Qualified Capital Stock of Holdings, to the extent such Qualified Capital Stock is used, or the Net Cash Proceeds thereof shall be, within 45 days of the consummation of such issuance and sale, used, without duplication, to finance Capital Expenditures or one or more Permitted Acquisitions.

  • Acquisition Transaction means any transaction or series of transactions involving: