Program Transaction means any Assignment Transaction pursuant to which a Third Party is (a) assigned, or exclusively licensed for any and all uses, all Intellectual Property necessary or useful for the development or commercialization of Regulatory Approval Products or Clinical Trial Products or (b) assigned all or substantially all of the assets used or held for use in connection with Regulatory Approval Products or Clinical Trial Products.
Program Transaction means an assignment, transfer or sublicense to a Third Party (or the grant of an option to a Third Party to obtain an assignment, transfer or sublicense) of any rights granted to Lumena under Section 2.1 to Commercialize Licensed Products, either alone or as part of an assignment of all of Lumena’s rights and obligations under this Agreement wherein the assignment of all of Lumena’s rights and obligations under this Agreement comprises substantially all of the assets of the transaction. For clarity and by way of example, a transaction which includes an assignment by Lumena of all of its rights and obligations under this Agreement and rights with respect to a Lumena Development Candidate is not a Program Transaction. “Development Candidate” means a compound in development by or on behalf of Lumena which is undergoing or has undergone GLP toxicology studies.
Program Transaction means a (a) Change of Control of Licensee or (b) Subsidiary/Parent Sale, excluding in each case an initial public offering of Licensee or its Affiliate, as applicable.
Examples of Program Transaction in a sentence
Any discrepancies or conflicts between the two guidelines should be addressed with the DPA Program Transaction Coordinator.
Payment of the Management Fee will be made quarterly, in advance, and shall be calculated as one-quarter of the annual Management Fee based on my PPS Custom Program (Transaction) Account’s balance on the last day of the previous calendar quarter, unless otherwise agreed between me and my Advisor.
In the event any Party fails to perform, observe or discharge any of its obligations under this Agreement or with respect to any Payplant Receivables Program Transaction, or threatens to fail to perform, observe or discharge such obligations or liabilities, any remedy of law may prove to be inadequate relief to the Party (i.e., the Party to which the obligation is owed).
Consistent with the situs of each Payplant Receivables Program Transaction and the choice of law provisions of Sections 31.13 and 11.3 of this Agreement the arbitrator shall apply substantive California law (and Federal law to the extent applicable) to all substantive issues presented in arbitration.
Client is not Insolvent at the time of, and will not be rendered Insolvent after giving effect to, each Payplant Receivables Program Transaction.
More Definitions of Program Transaction
Program Transaction means any and all agreements, transactions or arrangements that include a grant by Alector or its Affiliate(s) to any Third Party of rights of any kind with respect to any Payment Patent(s), Licensed Antibody(ies) and/or Product(s), regardless of the form of transaction, including asset sales, assignments, licenses, covenants not to xxx, grants of distribution rights, Subsidiary Trade Sales and options for any of the foregoing. Program Transactions exclude (a) an Alector Change of Control and any such transactions entered into by Alector or its successor *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. after, and that do not form any part of (i.e. do not form part of a series of transactions constituting), an Alector Change of Control, and (b) agreements with contract manufacturing organizations (CMOs), contract research organizations (CROs), academic research organizations (AROs) and other contractors, or academic, non-profit or governmental entities, in each case where (1) the agreement counterparty is performing services for or collaborating with Alector or its Affiliates and the counterparty and its Affiliates are not granted any commercialization rights of any kind with respect to any Payment Patent(s), Licensed Antibody(ies) and/or Product(s) (including options for commercial rights) (whether pursuant to the same or under a different agreement) and (2) no material revenue will be received by Alector or any of its Affiliates. If multiple related or reasonably contemporaneous agreements, transactions or arrangements with any given Third Party (or set of related or affiliated Third Parties) are entered into by Alector or its Affiliate (or any combination of them), and one such agreement, transaction or arrangement would alone be a Program Transaction, then all such related or reasonably contemporaneous agreements, transactions or arrangements shall together be considered a single Program Transaction, although, for clarity, such Program Transaction may be treated as a Multi-Product Deal hereunder, if applicable. As a non-limiting example, if Alector were to enter into one agreement with a Third Party for a commercialization license for a Licensed Antibody under Licensed Program Antibody Patents, another agreement with that Third Party with respect to clinical data generated by or fo...
Program Transaction means (i) the Company granting to a Third Party an exclusive or co-exclusive license or the entry of a co-promotion or co-marketing arrangement or otherwise granting commercial rights to a Third Party to sell, promote or market one or more products of the Company’s P-MUC1C-ALLO1 development program (the “Program”) for any indication anywhere in the world; (ii) the Company’s sale, assignment or transfer (or grant of an option exercisable by a Third Party to acquire any material portion of the assets of the Program) to a Third Party; or (iii) the Company entering into any exclusive master distribution agreement or other similar exclusive commercial partnership for the Program for any indication anywhere in the world.
Program Transaction means any and all agreements, transactions or arrangements that include a grant by Arsanis or its Affiliate(s) to any Third Party of rights of any kind with respect to any Payment Patent(s), Licensed Antibody(ies) and/or Product(s), regardless of the form of transaction, including asset sales, assignments, licenses, covenants not to xxx, grants of distribution rights, Subsidiary Trade Sales and options for any of the foregoing. Program Transactions exclude, however, (a) an Arsanis Trade Sale and any such transactions entered into by Arsanis or its successor after, and that do not form any part of (i.e. do not form part of a series of transactions constituting), an Arsanis Trade Sale, and (b) agreements with contract manufacturing organizations (CMOs), contract research organizations (CROs), academic research organizations (AROs) and other contractors, or academic, non-profit or governmental entities, in each case where (1) the agreement counterparty is performing services for or collaborating with Arsanis or its Affiliates and the counterparty and its Affiliates are not granted any commercialization rights of any kind with respect to any Payment Patent(s), Licensed Antibody(ies) and/or Product(s) (including options for commercial rights) (whether pursuant to the same or under a different agreement) and (2) no revenue will be received by Arsanis or any of its Affiliates. If multiple related or reasonably contemporaneous agreements, transactions or arrangements with any given Third Party (or set of related or affiliated Third Parties) are entered into by Arsanis or its Affiliate (or any combination of them), and one such agreement, transaction or arrangement would alone be a Program Transaction, then all such related or reasonably contemporaneous agreements, transactions or arrangements shall together be considered a single Program Transaction. As a non-limiting example, if Arsanis were to enter into one agreement with a Third Party for a commercialization license for a Licensed Antibody under Licensed Program Antibody Patents, another agreement with that Third Party with respect to clinical data generated by or for Arsanis with respect to a Licensed Antibody Covered by such Patents, a further agreement with such Third Party for other antibodies or small molecules acting via the same Target, and another agreement with an affiliate of that Third Party for Target-related intellectual property on that same Target, then all four agreements together constitute a ...
Program Transaction means any Assignment Transaction pursuant to which a Third Party is (a) assigned, or exclusively licensed for any and all uses, all Intellectual Property necessary or useful for the development or commercialization of Regulatory Approval Products or Clinical Trial Products or
Program Transaction means an adjudicated voucher that is processed by RelayHealth in response to End User’s submission of an Initiating Transaction.
Program Transaction means a Denial Voucher that is processed by RelayHealth in response to End User’s submission of an Initiating Transaction.
Program Transaction means any and all agreements, transactions or arrangements that include a grant by Kairos or its Affiliate(s) to any Third Party of rights of any kind with respect to any Payment Patent(s), Licensed Antibody(ies) and/or Product(s), regardless of the form of transaction, including asset sales, assignments, licenses, covenants not to xxx, grants of distribution rights, Subsidiary Trade Sales and options for any of the foregoing. Program Transactions exclude (a) a Kairos Change of Control and any such transactions entered into by Kairos or its successor after, and that do not form any part of (i.e. do not form part of a series of transactions constituting), a Kairos Change of Control, and (b) agreements with contract manufacturing organizations (CMOs), contract research organizations (CROs), academic research organizations (AROs) and other contractors, or academic, non-profit or governmental entities, in each case where (1) the agreement counterparty is performing services for or collaborating with Kairos or its Affiliates and the counterparty and its Affiliates are not granted any commercialization rights of any kind with respect to any Payment Patent(s), Licensed Antibody(ies) and/or Product(s) (including options for commercial rights) (whether pursuant to the same or under a different agreement) and (2) no material revenue will be received by Kairos or any of its Affiliates. If multiple related or reasonably contemporaneous agreements, transactions or arrangements with any given Third Party (or set of related or affiliated Third Parties) are entered into by Kairos or its Affiliate (or any combination of them), and one such agreement, transaction or arrangement would alone be a Program Transaction, then all such related or reasonably contemporaneous agreements, transactions or arrangements shall together be considered a single Program Transaction, although, for clarity, such Program Transaction may be treated as a Multi-Product Deal hereunder, if applicable. [***].