Royalty Product Patents definition

Royalty Product Patents has the meaning set forth in Section 3.9(a).
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Royalty Product Patents has the meaning set forth in Section 3.9(a). “Royalty Reduction” means any adjustments, modifications, credits, offsets, reductions or deductions to payments made under Section 7.1(b) or Section 7.2 of the Takeda Agreement pursuant to Section 7.3 of the Takeda Agreement, Section 7.6 of the Takeda Agreement (and subject to the limitation imposed by Section 7.3(d) and the last sentence of Section 7.6 of the Takeda Agreement). “SEC” means the U.S. Securities and Exchange Commission. “SEC Documents” means all reports, schedules, forms, statements, and other documents (including exhibits (including without limitation this Agreement) and all other information incorporated therein) required to be filed by Seller or Purchaser with the SEC. “Seller” has the meaning set forth in the preamble. “Seller Account” means the account set forth on Exhibit E hereto or such other account as may be designated by Seller in writing from time to time. “Seller Commercialization Royalty” means, for each Calendar Year following the effective date of an Acquisition Event in which Seller, pursuant to Section 5.6(d), commercializes any Royalty Product Covered, at any time while the Royalty Term (as defined in the Takeda Agreement) would still be in effect had such Acquisition Event not occurred, by any Royalty Product Patents acquired by Seller pursuant to such Acquisition Event or enters into a New Arrangement that provides for royalties (on a country-by-country and product-by-product basis) and milestones payable to Seller with respect to any Royalty Product Covered, at any time while
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Royalty Product Patents means the Product Patents (as defined in the Asset Purchase Agreement).
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Examples of Royalty Product Patents in a sentence

  • To the Knowledge of the Seller, none of the Royalty Product Patents are subject to any outstanding injunction, Judgment, order, decree, ruling, settlement or other final disposition of a Dispute.

  • Other than the Asset Purchase Agreement, there is no contract, agreement or other arrangement (whether written or oral) between the Seller, on the one hand, and a Third Party, on the other hand, that relates to the Royalty Product, the Royalty Product Patents, the Asset Purchase Agreement or the Royalty.

  • The Ovid Patents, and to the Knowledge of Seller the Royalty Product Patents owned by Takeda, are not subject to any outstanding Judgment, settlement, or other final disposition of a Dispute.

  • There are no unpaid maintenance or renewal fees or annuities payable by Seller or, to the Knowledge of Seller, Takeda, to any third party that currently are overdue for any of the Royalty Product Patents.

  • To the Knowledge of the Seller, there are no licenses or sublicenses entered into by Provention or any other Person under the Royalty Product Patents.

  • No action, suit, proceeding or investigation before any Governmental Authority, court or arbitrator is pending, or, to the Knowledge of the Seller, threatened, against the Seller (i) by Provention, (ii) challenging the validity or enforceability of the Asset Purchase Agreement, (iii) relating to the Royalty Product, the Royalty Product Patents or the Royalty, or (iv) relating to any other matter that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

  • For each of such Royalty Product Patents, the Seller has indicated (i) the jurisdictions in which such Patent Right is pending, allowed, granted or issued, (ii) the patent number or patent serial number, (iii) the owner of such Patent Right (which shall be to the Knowledge of the Seller, in the case of owners other than Seller or its Affiliates), and (iv) the expiration date of such Patent Right.

  • To the Knowledge of Seller, no Royalty Product Patents have lapsed or been abandoned, cancelled, disclaimed, or expired, and to the Knowledge of Seller, there is no fact, circumstance or event that would constitute a basis for any such lapse, abandonment, cancellation, or expiration.

  • The Seller has not received any written notice challenging the validity or enforceability of, or alleging any dispute with respect to, any provision of the Asset Purchase Agreement, the obligation of Provention to pay the Purchased Royalty Interest thereunder, or the Royalty Product Patents.

  • Except as set forth on Schedule 5.10, the Seller shall not dispose of, assign or otherwise transfer, or grant, incur or suffer to exist any Lien with respect to any of its interest in any portion of the License Agreement, the BPM Technology, or any Royalty Product Patents that could reasonably be expected (with or without the giving of notice or passage of time, or both) to have a Material Adverse Effect.


More Definitions of Royalty Product Patents

Royalty Product Patents means [***]. ​ ​
Sample 1
Royalty Product Patents means the patents owned or controlled by GSK or its Affiliates (as defined in the Settlement Agreement) (or their successors or assigns), including those listed in the FDA’s Orange Book (Approved Drug Products with Therapeutic Equivalence Evaluations) covering the composition of matter or method of use of the Royalty Product. “Royalty Reports” means the quarterly royalty reports required to be prepared and delivered by GSK to Seller pursuant to Section 2.9 of the Settlement Agreement. “Seller” has the meaning set forth in the preamble. “Seller Account” means the account set forth on Exhibit D hereto or such other account as may be designated by the Seller in writing from time to time. “Seller Indemnified Party” has the meaning set forth in Section 7.2. “Settlement Agreement” means that certain Confidential Settlement and Modification Agreement, dated October 23, 2020, by and among the Seller and GSK, as amended, supplemented or otherwise modified. “Shortfall Amount” has the meaning set forth in Section 5.4(c). “Solvent” means, with respect to any Person on any date of determination, that on such date (a) the fair value of the assets of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent obligations or contingent liabilities, as applicable, at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability or obligation, as applicable. “Transaction Documents” means this Agreement, the Bill of Sale and the GSK Instruction. “UCC” means the Uniform Commercial Code as in effect from time to time in the S...
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Related to Royalty Product Patents

  • Product Patents means any Patent Controlled or owned by Quoin in the Territory that, absent the license in Section 2.1, would be infringed by the importation, sale, or use of the Product in the Territory by a third party.

  • Collaboration Patents means any and all Patents that claim or cover any of the Collaboration Know-How.

  • Collaboration Patent Rights means Patent Rights claiming Collaboration Know-How.

  • Licensed Patent Rights means:

  • Program Patent Rights means any Patent Rights that are Controlled by one or both parties and that Cover any Program Technology or Program Materials. For clarification, such Program Patent Rights include the entire scope of all of the claims contained in such Patent Rights.

  • Licensee Patents means all patent applications and patents Controlled by Licensee that claim (a) [***], or (b) [***].

  • Licensed Patents means (a) all United States patents and patent applications listed in Exhibit A, as modified pursuant to Section 2.6.1, including patents arising from such patent applications; and (b) any re-examination certificates thereof, and their foreign counterparts and extensions, continuations, divisionals, and re-issue applications; provided that “Licensed Patents” will not include any claim of a patent or patent application covering any Manufacturing Technology.

  • Joint Patent Rights means all Patent Rights claiming a Joint Invention.

  • Licensed IP means the Licensed Patents and the Licensed Know-How.

  • Patent Rights means all patents and patent applications, including all divisionals, continuations, substitutions, continuations-in-part, re-examinations, reissues, additions, renewals, extensions, registrations, and supplemental protection certificates and the like of any of the foregoing.

  • Joint Patents means all Patents claiming any Joint Invention.

  • Licensed Product means any pharmaceutical product containing a Licensed Compound (alone or with other active ingredients), in all forms, presentations, formulations and dosage forms.

  • Licensed Patent means Stanford's rights in U.S. Patent Application, Serial Number , filed , any foreign patent application corresponding thereto, and any divisional, continuation, or reexamination application, extension, and each patent that issues or reissues from any of these patent applications. Any claim of an unexpired Licensed Patent is presumed to be valid unless it has been held to be invalid by a final judgment of a court of competent jurisdiction from which no appeal can be or is taken. “Licensed Patent” excludes any continuation-in-part (CIP) patent application or patent.

  • 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.

  • Collaboration Product means any pharmaceutical product in finished form that contains a Collaboration Compound, either as the sole active ingredient or in combination with one or more other active ingredients, and all present and future formulations, dosages and dosage forms thereof.

  • Licensed producer means a person or entity licensed to produce medical cannabis.

  • Patent Right means: (a) an issued or granted patent, including any extension, supplemental protection certificate, registration, confirmation, reissue, reexamination, extension or renewal thereof; (b) a pending patent application, including any continuation, divisional, continuation-in-part, substitute or provisional application thereof; and (c) all counterparts or foreign equivalents of any of the foregoing issued by or filed in any country or other jurisdiction.

  • Assigned Patent Rights means all of the following, whether now owned or hereafter acquired or arising:

  • Licensed Field means all fields of use.

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

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

  • Licensed Compounds means any EZH2 Compound(s) that is:

  • Licensed Fields of Use means the fields of use identified in Appendix B.

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

  • Licensed Compound means [***].

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