Product Acquisition definition

Product Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in the acquisition of a product license or a product line, and/or related IP Rights acquired or licensed by a Loan Party or any of its Subsidiaries from a Person (other than a Loan Party, any Subsidiary thereof or any Affiliate thereof) to facilitate the advertisement, development, importing, manufacturing, marketing, offering for sale, promotion, sale, testing, use or distribution of such product or product line by a Loan Party or a Subsidiary.
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Product Acquisition means the acquisition (whether before or after the Closing Date) of a pharmaceutical product or the sales and marketing rights with respect to a pharmaceutical product and any related property or assets, including general intangibles.
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Product Acquisition means an Acquisition by a Consolidated Party of the intellectual property rights to a pharmaceutical product or product line.
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Examples of Product Acquisition in a sentence

  • Policy  Cryptography  Database Administration  Data Management  Data Science  Digital and Multimedia Forensics  Electrical Engineering  Electronics Engineering  Information Assurance  Systems and Product Acquisition  Information Security (Assurance)  Information Systems  Information Technology: a.

  • HPS member number(s) are stored within our Product Acquisition system and assigned at the 9 digit customer number level.

  • This Agreement, together with the Product Acquisition Financing Agreement (and all Exhibits and Schedules attached hereto and thereto and all other documents delivered in connection herewith and therewith) supersedes all prior discussions and agreements among the Parties with respect to the subject matter hereof and thereof and contains the sole and entire agreement among the Parties hereto and thereto with respect to the subject matter hereof and thereof.

  • The flow diagram starts with a box in the upper left corner that reads, “Raw Material, Intermediate Product Acquisition, Processing and Transport (Virgin Manufacture Only)”.

  • With the recognition of the so-called “LPR/DPR”, which essentially represent Russia’s occupation administrations in the occupied parts of Donbas, the Russian side has again blatantly defied the fundamental norms and principles of international law, the Charter of the United Nations and the Helsinki Final Act, further violated the sovereignty and territorial integrity of Ukraine within its internationally recognized borders.

  • This conclusion can be shown as follows:Different Deal StructuresDeal Type Who is Responsible Marketing Agreement, LicensingAgreement / Product Acquisition Licensing Department Joint Venture/Corporate Partnering Licensing Dept +Business Development Unit Acquisition of a subsidiary or an entire companyBusiness Development Unit M&A Group Generally speaking, the simplest type of deal, and the one requiring the least intensive due diligence, is a marketing agreement or licensing arrangement.

  • In economic terms, I think of a Licensing Agreement as a bit like a long-term lease and a Product Acquisition is actually more like a full-payout and up front lease, because a pharmaceutical product has a bell curve-shaped sales pattern over a 10-20 year sales period and eventually fades away.

  • The failure by Buyer to make any payments due to EPIL pursuant to Sections 4.01, 4.02 and 4.03 shall constitute an "Event of Default" under the Product Acquisition Financing Agreement.

  • Notwithstanding anything to the contrary contained herein, in the event that the Product Acquisition Agreement is terminated prior to the transactions contemplated therein being consummated and closed, then this Agreement shall automatically terminate and be of no further force and effect.

  • Seller shall have executed and delivered to Buyer the Product Acquisition Financing Agreement, and Seller shall have made all loans requested by Buyer, in accordance with and subject to the terms thereof, to be made at the time of Closing.


More Definitions of Product Acquisition

Product Acquisition means the Acquisition by the Borrower of a therapeutic product (the "Product Assets") from a global pharmaceutical company (the "Product Seller"); provided that (i) the Administrative Agent shall receive, prior to or within thirty (30) days following the closing of the Product Acquisition, all items in respect of the Property acquired in the Product Acquisition required to be delivered by the terms of Section 7.12 and/or Section 7.14, (ii) on or before the date of the execution of the Product Acquisition Agreement, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that as of such execution date, upon giving effect to the Product Acquisition on a Pro Forma Basis, (A) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 and (B) the Consolidated Leverage Ratio would be equal to or less than 1.75 to 1.00, in each case as of the end of the most recent fiscal quarter for which the Borrower has delivered financial statements pursuant to Sections 7.01(a) or (b), (iii) the representations and warranties made by the Loan Parties in any Loan Document shall be true and correct in all material respects at and as if made as of the date of the execution of the Product Acquisition Agreement except to the extent such representations and warranties expressly relate to an earlier date, (iv) prior to execution by the Borrower, the Administrative Agent shall have received and reviewed the final draft of the Product Acquisition Agreement (which may include an escrow payment in an aggregate amount not to exceed $80,000,000) and the other material Product Acquisition Documents, the terms of which shall be reasonably satisfactory to the Administrative Agent and the Required Lenders (including all exhibits and schedules thereto, all representations and warranties contained therein with respect to the Product Assets and the escrow provisions, if any), (v) promptly following the execution of the Product Acquisition Agreement, the Administrative Agent shall receive an executed copy of the Product Acquisition Agreement and the other material Product Acquisition Documents then in effect, certified by a Responsible Officer of the Borrower to be true, correct and complete, (vi) (A) the Product Acquisition Agreement and the other Product Acquisition Documents shall not have been altered, amended or otherwise changed or supplemented in any material respect from the drafts thereof delivered...
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Product Acquisition has the meaning given in Section 21.6.
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Product Acquisition means the acquisition on June 12, 2006, by the Borrower, pursuant to the Product Purchase Agreement, dated May 24, 2006, among the Borrower, Xxxxx Respiratory Operations Sub, Inc., a wholly-owned subsidiary of the Borrower and UCB Manufacturing, Inc., of certain rights and assets related to the manufacture and sale of the Delsym brand over-the-counter cough and cold product from UCB Manufacturing, Inc.
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Product Acquisition means the acquisition (whether before or after the Closing Date) of a pharmaceutical product or the sales and marketing rights with respect to a pharmaceutical product and any related property or assets, including general intangibles (such as, for example, the Dovobet Acquisition, the Dovonex Acquisition, the acquisition of Estrostep, the acquisition of FemHRT and the other product acquisitions described in Item 4A of the Target’s Annual Report on Form 20-F for the fiscal year ended September 30, 2003).
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Related to Product Acquisition

  • Target Acquisition means the acquisition of Target Shares by Purchaser pursuant to a Scheme or an Offer.

  • Specified Acquisition means one or more acquisitions of assets, equity interests, entities, operating lines or divisions in any fiscal quarter for an aggregate purchase price of not less than $200,000,000 (it being understood that such consideration shall be determined based on the payment made at the time of the transaction, without regard to any subsequent or earnout payments).

  • Business Acquisition means (a) an Investment by the Borrower or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Subsidiary or shall be merged into or consolidated with the Borrower or any Restricted Subsidiary or (b) an acquisition by the Borrower or any Restricted Subsidiary of the property and assets of any Person (other than a Subsidiary) that constitutes substantially all of the assets of such Person or any division or other business unit of such Person.

  • Permitted Acquisition means an Acquisition by Borrower or any wholly-owned Subsidiary of Borrower of all or substantially all of the assets of, or all of the capital stock or other equity interests of, an Acquired Person engaged in similar or related line(s) of business as Borrower or any of its Subsidiaries, provided, that:

  • business acquisition report means a completed Form 51-102F4 Business Acquisition Report;

  • Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.

  • Qualified Acquisition means any acquisition of either or both the capital stock or assets of any Person or Persons (or any portion thereof), or the last to occur of a series of such acquisitions consummated within a period of six consecutive months, if the aggregate amount of Indebtedness incurred by one or more of the Company and its Subsidiaries to finance the purchase price of, or assumed by one or more of them in connection with the acquisition of, such stock and property is at least $100,000,000.

  • Material Acquisition means any (a) acquisition of property or series of related acquisitions of property that constitutes assets comprising all or substantially all of an operating unit, division or line of business or (b) acquisition of or other investment in the Capital Stock of any Subsidiary or any person which becomes a Subsidiary or is merged or consolidated with the Borrower or any of its Subsidiaries, in each case, which involves the payment of consideration by the Borrower and its Subsidiaries in excess of $100,000,000 (or the equivalent in other currencies).

  • Asset Acquisition means (a) an Investment by the Company or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be consolidated or merged with or into the Company or any Restricted Subsidiary or (b) any acquisition by the Company or any Restricted Subsidiary of the assets of any Person that constitute substantially all of an operating unit, a division or line of business of such Person or that is otherwise outside of the ordinary course of business.

  • Exempt Acquisition means a share acquisition in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Subsection 5.1(a) or (h);

  • Hostile Acquisition means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

  • date of acquisition means the date of acquisition required for accounting purposes;

  • Proposed Acquisition means the proposed acquisition by the Borrower or any of its Subsidiaries of all or substantially all of the assets or Stock of any Proposed Acquisition Target, or the merger of any Proposed Acquisition Target with or into the Borrower or any Subsidiary of the Borrower (and, in the case of a merger with the Borrower, with the Borrower being the surviving corporation).

  • Specified Acquisition Period means, upon Borrower’s election pursuant to Section 6.02(l), (a) the fiscal quarter during which the Borrower or any of its Subsidiaries consummates a Specified Acquisition and (b) the two fiscal quarters immediately following the fiscal quarter described in clause (a); provided, however, that (i) no more than one Specified Acquisition Period may be in effect at any one time, (ii) no Specified Acquisition Period may become effective if the Borrower fails to timely elect such Specified Acquisition Period pursuant to the terms of Section 6.02(l) and (iii) no more than one Specified Acquisition Period may be elected with respect to any particular Specified Acquisition.

  • Cost of Acquisition means, with respect to any Acquisition, as at the date of entering into any agreement therefor, the sum of the following (without duplication): (a) the value of the Equity Interests of the Borrower or any Subsidiary to be transferred in connection with such Acquisition, (b) the amount of any cash and fair market value of other property (excluding property described in clause (a) and the unpaid principal amount of any debt instrument) given as consideration in connection with such Acquisition, (c) the amount (determined by using the face amount or the amount payable at maturity, whichever is greater) of any Indebtedness incurred, assumed or acquired by the Borrower or any Subsidiary in connection with such Acquisition, (d) all additional purchase price amounts in the form of earnouts and other contingent obligations that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP in connection with such Acquisition, (e) all amounts paid in respect of covenants not to compete and consulting agreements that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP, and other affiliated contracts in connection with such Acquisition, and (f) the aggregate fair market value of all other consideration given by the Borrower or any Subsidiary in connection with such Acquisition. For purposes of determining the Cost of Acquisition for any transaction, the Equity Interests of the Borrower shall be valued in accordance with GAAP.

  • Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Unfriendly Acquisition any acquisition that has not, at the time of the first public announcement of an offer relating thereto, been approved by the board of directors (or other legally recognized governing body) of the Person to be acquired; except that with respect to any acquisition of a non-U.S. Person, an otherwise friendly acquisition shall not be deemed to be unfriendly if it is not customary in such jurisdiction to obtain such approval prior to the first public announcement of an offer relating to a friendly acquisition.

  • Limited Condition Acquisition means any acquisition, including by way of merger, by the Borrower or one or more of its Restricted Subsidiaries permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing.

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

  • Non-Control Acquisition means an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (ii) the Company or any Subsidiary.

  • Parent Acquisition Proposal means any offer or proposal for a merger, reorganization, recapitalization, consolidation, share exchange, business combination or other similar transaction involving Parent or any of its Subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than 20% of the voting power of Parent or more than 20% of the assets of Parent and its Subsidiaries taken as a whole, other than the Combination contemplated by this Agreement.

  • Transformative Acquisition means any acquisition or Investment by the Borrower or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

  • Proposed Acquisition Transaction means a transaction or series of transactions (or any agreement, understanding or arrangement within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by SpinCo of a customary shareholder rights plan or (ii) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

  • Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.