Product MAE definition

Product MAE means, with respect to any Product,
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Product MAE means (i) a material adverse effect on the legality, validity or enforceability of any provision of this Agreement, (ii) a material adverse effect on the ability of the Seller to perform any of its obligations hereunder, (iii) a material adverse effect on the rights or remedies of the Buyer hereunder, (iv) an adverse effect on the rights of the Seller under the License Agreement or the Sponsored Research Agreement, other than as a result of Credit Event, that has a material adverse effect on the Royalty, (v) an adverse effect on the performance of the parties under the License Agreement or the Sponsored Research Agreement, including related to the approval or commercialization of the Products, other than as a result of a Credit Event, that has a material adverse effect on the Royalty, or (vi) any other adverse effect in any material respect on the timing, amount or duration of the payments to be made to the Buyer in respect of any portion of the Royalty or the right of the Buyer to receive such payments, in each case other than as a result of a Credit Event or Permitted Royalty Reduction; provided, however, that a delay in obtaining or failure to obtain regulatory approval for any Product shall not in and of itself constitute a Product MAE, it being understood that the underlying facts and circumstances giving rise to such delay or failure may constitute, and may be taken into account in determining whether there has been, a Product MAE as described in the foregoing clauses (i)-(vi).
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Examples of Product MAE in a sentence

  • There is no action, suit, investigation or proceeding pending before any Governmental Entity or, to the Knowledge of the Seller, threatened to which the Seller is a party that, individually or in the aggregate would, if determined adversely, reasonably be expected to result in a Product MAE.

  • The Seller shall not send, without the prior written consent of the Buyer (or refrain from sending if instructed to do so by the Buyer), any written notice or correspondence to Licensee, the Foundation, any Governmental Entity or any other Person if such notice or correspondence relates solely to the Assigned Royalty Payment or if such notice or correspondence would reasonably be expected (with or without the giving of notice or passage of time, or both) to result in a Product MAE.

  • The Seller has not proposed, or received any proposal, to amend or waive any provision of the License Agreement or the Sponsored Research Agreement in any manner that would reasonably be expected (with or without the giving of notice or the passage of time, or both) to result in a Product MAE.

  • The Seller is duly licensed or qualified to do business and is in corporate good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned, leased or operated by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in corporate good standing has not and would not reasonably be expected to result in, either individually or in the aggregate, a Product MAE.

  • None of the Seller, Licensee or the Foundation has informed the other about serious adverse events occurring or having occurred in connection with the use of any Product under Section 9.2.1 of the License Agreement that has had, or would reasonably be expected to result in, a Product MAE, and no pharmacovigilance agreement under Section 9.2.3 of the License Agreement is or has been required.

  • To the Knowledge of the Seller, neither Licensee nor the Foundation has assigned or otherwise transferred or granted any Liens with respect to any of its respective rights or obligations related, directly or indirectly, to the Royalty or that primarily relate to any Product or that (with or without the giving of notice or passage of time, or both) would reasonably be expected to result in a Product MAE.

  • The Seller is not in violation of and, to the Knowledge of the Seller, the Seller is not under investigation with respect to, nor has the Seller been threatened to be charged with or given notice of any violation of, any law or Judgment applicable to the Seller, which violation would reasonably be expected to result in a Product MAE.

  • None of the executed Contracts included in Exhibits C and D, contain any provision, term or condition that would reasonably be expected to result in a Product MAE.

  • The Seller has not consented to any assignment, delegation or other transfer by Licensee or the Foundation or any of their respective predecessors of any of their respective rights or obligations related, directly or indirectly, to the Royalty or that primarily relate to any Product or that (with or without the giving of notice or passage of time, or both) would reasonably be expected to result in a Product MAE, under the License Agreement or ​ the Sponsored Research Agreement, as applicable.

  • Unless an Event of Default shall exist, Section 4.05, Section 4.07, Section 4.10, Section 4.11, Section 4.12 and Section 4.19(a) shall not apply in any circumstances where noncompliance, together with all other noncompliances with this Agreement will not have (a) a Material Adverse Effect on the Company or its Subsidiaries or (b) a Product MAE on any Primary Product.

Related to Product MAE

  • Product Manufacturer means the entity that assembles the component parts to manufacture the final Product;

  • Product Marks has the meaning set forth in Section 9.5.

  • Tobacco product manufacturer means an entity that after the date of enactment of this Act directly (and not exclusively through any affiliate):

  • Hemp products means all products made from industrial hemp,

  • New Products means any product which is not an Enhanced Product or 2 Existing Product but which is substantially similar to an Existing Product with respect to design and function and possesses reasonable performance improvements. If Company desires to purchase an Enhanced or New Product(s) from Supplier, Company shall so notify Supplier and provide Supplier the opportunity to manufacture such Enhanced or New Product(s), subject to the following conditions and procedures.

  • Licensed Products means tangible materials which, in the course of manufacture, use, sale, or importation, would be within the scope of one or more claims of the Licensed Patent Rights that have not been held unpatentable, invalid or unenforceable by an unappealed or unappealable judgment of a court of competent jurisdiction.

  • Hemp product means the same as that term is defined in § 3.2-4112.

  • Product means any deliverable under the Contract, which may include commodities, services, technology or software.

  • Licensed Product means a product or part of a product in the Licensed Field of Use: (A) the making, using, importing or selling of which, absent this license, infringes, induces infringement, or contributes to infringement of a Licensed Patent; or (B) which is made with, uses or incorporates any Technology.

  • New Product means the Synology-branded hardware product and Synology-branded accessories contained in the original packaging Customer bought from an authorized Synology distributor or reseller. You may see our “New Product” at Product Support Status.

  • Cannabis products means cannabis that has undergone a process whereby the plant material has been transformed into a concentrate, including, but not limited to, concentrated cannabis, or an edible or topical product containing cannabis or concentrated cannabis and other ingredients.

  • Product Trademark means one or more trademarks or logos that are used for the Commercialization of a Product in the Field in the Territory.

  • Finished Product means a cannabis product in its final form to be sold at a retail premises.

  • Cannabis product means cannabis that has undergone a process whereby the plant material has been transformed into a concentrate, including, but not limited to, concentrated cannabis, or an edible or topical product containing cannabis or concentrated cannabis and other ingredients.

  • Drug Product means a specific drug in dosage form from a known source of manufacture, whether

  • Product brand name means the name of the product exactly as it appears on the principal display panel of the product.

  • Commercialise means to promote, market, distribute, sell and/or otherwise commercialise a product, and Commercialising and Commercialisation shall be construed accordingly;

  • Commercialization or “Commercialize” means activities directed to marketing, promoting, research and development as required, manufacturing for sale, offering for sale, distributing, importing or selling a product, including sub-licensing or sub-contracting of these activities.

  • Finished Products means any one or more of the following petroleum oils, or a mixture or combination of these oils, to be used without further processing except blending by mechanical means:

  • Product Trademarks means the Trademark(s) to be used by Adapt or its Affiliates or its or their respective Sublicensees for the Commercialization of Products and any registrations thereof or any pending applications relating thereto (excluding, in any event, any trademarks, service marks, names or logos that include any corporate name or logo of the Parties or their Affiliates).

  • Collaboration Product means a pharmaceutical product containing or comprising Compound in any dosage form alone, or in combination with, one or more other pharmaceutically active ingredients, and any and all Improvements thereto.

  • Licensed Territory means worldwide.

  • Medical marijuana product means a product that contains cannabinoids that have been extracted from plant material or the resin therefrom by physical or chemical means and is intended for administration to a licensed patient, including but not limited to concentrates, oils, tinctures, edibles, pills, topical forms, gels, creams, and other derivative forms, except that this term does not include live plant forms.

  • Product Technology means the Product Know-How and Product Patents.

  • Commercial Product means any such product as defined in FAR 2.101.

  • Licensed producer means an agent, broker, or reinsurance intermediary licensed pursuant to the applicable provision of the insurance law of any jurisdiction.