Purchased Programs definition

Purchased Programs means the programs conducted by the Pfizer Parties as of the date hereof related to developing, manufacturing, commercializing, distributing, promoting, packaging, importing, marketing, selling and otherwise exploiting the Products with respect to the Pfizer Targets, but for the avoidance of doubt, excluding the Excluded Assets.

Purchased Programs means Cyclerion’s zagociguat program (also known as the CY6463 program) and Cyclerion’s CY3018 program.

Purchased Programs means Cyclerion’s zagociguat program (also known as the CY6463 program) and Cyclerion’s CY3018 program. (107) “R&D Expenses” shall have the meaning set forth in Section 6.7(b). (108) “Representatives” means, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives. (109) “Retained Names and Marks” shall have the meaning set forth in Section 6.6. (110) “Reverse Termination Fee” shall have the meaning set forth in Section 8.3(b)(i). (111) “Right of First Negotiation” means the right, but not an obligation, of Buyer to negotiate, before any other Person, a license of the applicable Hydroxy-Compound from Cyclerion. (112) “Second Tranche” means the purchase and sale of the Second Tranche Shares (as defined in the Buyer Parent Purchase Agreement) pursuant to the terms of the Buyer Parent Purchase Agreement. (113) “Securities Act” means the Securities Act of 1933. (114) “Specified Employees” shall have the meaning set forth in Section 6.5(a). (115) “Stockholder Agreements” means the Voting Rights Agreement, Investor Rights Agreement and Right of First Refusal and Co-Sale Agreement of Buyer Parent, in each case in substantially the form set forth on Exhibit C as well as the Cyclerion Stockholder Letter. (116) “Stockholder Approval” shall have the meaning set forth in Section 6.9(a). (117) “Stockholders Meeting” shall have the meaning set forth in Section 6.9(a). (118) “Straddle Period” means any taxable period beginning on or prior to the Closing Date and ending after the Closing Date. (119) “Subsidiary” means with respect to any Person (i) a corporation, fifty percent (50%) or more of the voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person and (ii) any other Person in which such Person, directly or indirectly, owns fifty percent (50%) or more of the equity or economic interest thereof or has the power to elect or direct the election of fifty percent (50%) or more of the members of the governing body of such Person.

Examples of Purchased Programs in a sentence

• In consideration of the provision of training outcomes Skills Tasmania shall pay to the RTO the amount specified in the Schedule of Purchased Programs.

• The Pfizer Parties have all requisite corporate power and authority to conduct and carry on the Purchased Programs as they are now being conducted.

• Other than as contemplated herein in connection with the Transactions, there are no pending renegotiations or amendments of any of the Assigned Contracts that would be material to the conduct of the Purchased Programs taken as a whole.

• The Purchased Inventory consists of a quality and quantity usable in the ordinary course of business consistent with past practice except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (a) are not excessive in light of the normal operating requirements of the Purchased Programs and (b) are adequate for the conduct of the Purchased Programs in substantially the same manner in all material respects as conducted as of the Effective Date.

• If a Program Participant Contribution is not specified for a program, and the program guidelines specify that the agreed price, as listed in the Schedule of Purchased Programs, is for the full delivery of the qualification (including any resources and materials required to complete the qualification) then individuals undertaking training under these programs are not to be charged any fees for undertaking the specified training.

• Schedule 6.4 describes (a) each material Permit held by a Pfizer Party in connection with such Pfizer Party’s operation of the Purchased Programs (the “Purchased Programs Permits”), and (b) the Governmental Authority responsible for issuing such Purchased Programs Permit.

• In respect of Purchased Assets or in connection with the conduct of the Purchased Programs, NewCo shall be responsible for and shall pay any Taxes arising or resulting from or in connection with the conduct of the Purchased Programs or the ownership of any of the Purchased Assets, in each case attributable to any Post-Closing Tax Period.

• The amount of Excluded Taxes with respect to the Purchased Assets or the Purchased Programs for a Straddle Period that are not based upon or measured by net income or gain (other than Transfer Taxes) that relate to a Pre-Closing Tax Period will be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period and the denominator of which is the number of days in such Straddle Period.

• All Purchased Programs Permits are valid and in full force and effect, and are not subject to any administrative or judicial Proceeding that would reasonably be expected to result in any modification, termination or revocation thereof and, to the knowledge of the Pfizer Parties, no suspension or cancellation of any such Purchased Programs Permit is threatened by a Governmental Authority in writing.

• There are no Liens for Taxes on any of the Purchased Programs or Purchased Assets other than statutory liens for current Taxes not yet due and payable.