Potentially Transferable Assets definition

Potentially Transferable Assets means any of the assets, technology and intellectual property of the Company related to the Parent Legacy Business.

Potentially Transferable Assets means the tangible and intangible assets used in or related to any Parent program, including, but not limited to, SBT6050, SBT6290, SBT8230, TLR8 linker payloads and Parent’s discovery programs, including linker technology, payload technology, antibody technology, cytotoxic ADCs and glucocorticoid receptor agonist program.

Potentially Transferable Assets means the tangible and intangible assets (including intellectual property) primarily used in or primarily related to the research and development programs of the Company, including pegtarviliase for Homocystinuria and pegzilarginase for Arginase 1 Deficiency.

Examples of Potentially Transferable Assets in a sentence

• Unless approved by the Acting Holders, prior to the end of the Disposition Period, the Company shall not grant any lien, security interest, pledge or similar interest in any Potentially Transferable Assets or any Net Proceeds.

• For clarity, if the Asset Dispositions are not completed prior to, concurrently with, or immediately following the Closing, the Potentially Transferable Assets shall be retained by Parent and the value of such Potentially Transferable Assets shall have no impact on the calculation of the Exchange Ratio.

• Unless approved by the Special Committee, prior to the end of the Disposition Period, the Company shall not grant any lien, security interest, pledge or similar interest in any Potentially Transferable Assets or any Net Proceeds.

• For clarity, if the Asset Dispositions are not completed prior to, concurrently with, or within five (5) days following the Closing, the Potentially Transferable Assets shall be retained by Parent and the value of such Potentially Transferable Assets shall have no impact on the calculation of the Exchange Ratio.

• During the Disposition Period, the Company will use reasonable efforts to maintain the assets included in the Potentially Transferable Assets, including maintaining the registration of the registered intellectual property rights set forth on Schedule 4.7, but only to the extent that the out-of-pocket costs thereof, in the aggregate, together with any Permitted Deductions pursuant to clauses (b) and (c) of the definition of Permitted Deductions, do not exceed the BD CVR Holdback.

More Definitions of Potentially Transferable Assets

Potentially Transferable Assets means the tangible and intangible assets primarily used in or primarily related to the Company’s Bolt-On Chimeric Receptor (BOXR) technology, Antibody-Coupled T cell Receptor (ACTR) technology, Autologous Cell Therapy Industrial Automation (ACTIA) technology or Cell On-site Processing (COPR) technology.

Potentially Transferable Assets means the tangible and intangible assets primarily used in or primarily related to the Company’s MGTA-145 program, CD45-ADC program, MGTA-117 antibody, the E478 technology or the Igenica patent portfolio.

Potentially Transferable Assets means all assets, technology and Intellectual Property of Parent as they existed at any time prior to the date of this Agreement.

Potentially Transferable Assets mean all assets and rights with respect to and arising out of (a) Threshold’s small molecule drug candidate known as TH-2870, in its racemic form, and TH-3424, in its enantiomerically pure form, (b) Threshold’s drug candidate known as tarloxotinib bromide or tarloxotinib, (c) Threshold’s Positron Emission Tomography (PET) imaging agent for hypoxia known as [18F]HX4 [flortanidazole (18F)], (d) Threshold’s small molecule drug candidate known as TH-2566, and (e) Threshold’s small molecule drug candidate known as TH-1338.

Potentially Transferable Assets means the Reverse Bio Business.

Potentially Transferable Assets means the non-cash assets of Parent existing as of the date of this Agreement.

Potentially Transferable Assets means the non-cash tangible and intangible assets used in or related to any program of Parent or its Subsidiaries, including GB-102, GB-401, GB-501, GB-601, GB-701 or RBIO-1, together with any right, interest and title, including Intellectual Property Rights, therein and thereto, and the equity securities of any Subsidiary of Parent that does not hold any material assets other than Potentially Transferable Assets.