Permitted Product Agreement means [***].
Permitted Product Agreement means, with respect to any Product, (x) each of the Product Agreements existing on the Closing Date and set forth on Schedule 4.23(b) and (y) each other Product Agreement that grants a license or sublicense of any rights under any Product Intellectual Property Rights or Registrations that allows such Person to develop, manufacture or Commercialize such Product, but, solely with respect to any exclusive license or exclusive sublicense, only outside of the United States and its territories; provided, that, in the case of this clause (y), any such Product Agreement (i) shall not provide for the legal transfer of title to any Product Intellectual Property Rights or Registrations relating to a Product, other than the legal transfer of Registrations to licensees or sublicensees pursuant to such Product Agreement for such counterparty to hold in order to develop or Commercialize the Product that is the subject of such Registration in the applicable foreign jurisdiction other than the United States and its territories, (ii) does not restrict or penalize the disclosure of royalty and similar reports to the Administrative Agent and the Lenders in accordance with Section 5.1(e)(i) hereof and (iii) shall not constitute a Restricted License. For the avoidance of doubt, if a Product Agreement grants [***] such Product Agreement shall not be a “Permitted Product Agreement.” For clarity, unless otherwise set forth under clauses (i), (ii) or (iii) above, if a Product Agreement grants [***] such Product Agreement shall be a “Permitted Product Agreement”.
Permitted Product Agreement means a Product Agreement that grants a license or sublicense of any rights under any Product Intellectual Property Rights, Platform Intellectual Property Rights, Registrations, Regulatory Documentation, or Collateral that allows the Licensee to research, develop, Commercialize, manufacture, distribute or otherwise utilize a Product in any Core Market or Non-Core Market; provided that, any such Product Agreement (i) [**], (ii) permits the disclosure of royalty, development, commercialization and similar reports, and copies of any written notices (other than filings, submissions, reports, notices, correspondence and other documentation related to routine patent prosecution in the ordinary course and any materials that would be deemed privileged in connection with patent litigation) furnished to or by any the Loan Parties pursuant to such Product Agreement, to the Administrative Agent and the Lenders in accordance with Section 5.1(e), and (iii) [**]; provided that, if requested by Xxxxxxxx, the Administrative Agent shall enter into [**], in form and substance reasonably satisfactory to the Administrative Agent, in connection with the entry by Borrower or any Subsidiary into any Permitted Product Agreement. “Permitted Product Transaction” means the grant of a license or sublicense or any other disposition of any rights under any Product Intellectual Property Rights, Platform Intellectual Property Rights, Registrations, Regulatory Documentation, or Collateral pursuant to a Permitted Product Agreement. “Permitted Reduction” means a Reduction taken by a counterparty to a Permitted Product Agreement, including any such agreement for a Partnered Asset, against any payment of any Royalties, Milestones, Profit Share Amounts or Joint Venture Proceeds pursuant to the express terms of such Permitted Product Agreement, excluding any amount owing from the Borrower or any of its Subsidiaries to the counterparty of such Permitted Product Agreement in respect of any right of such counterparty against the Borrower or any of its Subsidiaries arising from or in connection with such Permitted Product Agreement (other than an obligation owing from the Borrower or any of its Subsidiaries to such counterparty due to any overpayment of Royalties, Milestones, Profit Share Amounts or Joint Venture Proceeds by such counterparty). “Permitted Refinancing Indebtedness” means any Indebtedness of Borrower or any of its Subsidiaries issued in exchange for, or the net proceeds of which are u...
Examples of Permitted Product Agreement in a sentence
Promptly (but in any event within [**]) after receipt by Borrower or any of its Subsidiaries, a copy of any written notices regarding the commencement of, or material developments in, any material third party disputes with respect to a Product, any Material Contract, any Product Intellectual Property Rights, any Permitted Product Agreement or any Royalty Monetization Transaction.
More Definitions of Permitted Product Agreement
Permitted Product Agreement means with respect to a Product, (a) the agreements set forth on Schedule 1.1(b) and any Replacement Contract with respect thereto, and (b) any other Product Agreement entered into after the Closing Date that grants a license or sublicense of any rights under any Product Intellectual Property Rights or Registrations that allows the licensee to develop, manufacture, research, seek Registrations for, or Commercialize a Product anywhere in the world; provided with respect to any such Product Agreement described in this clause (b) (i) such Product Agreement does not provide for the legal transfer of title to any Product Patents, Registrations (unless, and only to the extent and duration the Requirements of Law of an applicable jurisdiction requires a local agent to hold such Registration or Intellectual Property Rights relating to a Product (Core); and (ii) the Borrower shall [*] permit the disclosure of royalty or revenue and similar reports to the Administrative Agent and the Lenders in accordance with Section 5.1(e).