Examples of Shire Agreement in a sentence
Acceleron shall keep Celgene reasonably informed of any notices or events under the Shire Agreement that would adversely affect Celgene’s obligations, rights or economic interest under this Agreement.
Acceleron agrees that during the Agreement Term, without Celgene’s prior written consent, Acceleron shall not modify or amend, or fail to perform under, the Shire Agreement in any way that would adversely affect Celgene’s obligations, rights or economic interest under this Agreement.
For example, if Translate Bio’s royalties payable under the Shire Agreement are reduced to [**]%, then Sanofi’s royalty under Section 7.5.1 would be reduced by [**]% in each applicable royalty tier.
Subject to Section 6.04 of the Shire Agreement, as applicable, this Agreement binds and is for the benefit of the successors and permitted assigns of each party.
Pursuant to the Shire Agreement, we may not take any action that would result in Shire and its affiliates, beneficially owning more than 19.9% of the voting power of all of our outstanding common stock, excluding from the denominator any unvested restricted stock.
Such reports include the reports referred to in Section 1.11(g) of the Shire Agreement and Section 5 of the MIT License.
We anticipate that we will issue an additional shares of common stock in connection with the issuance and sale of the first $7.0 million of shares of our common stock in this offering, based on an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, which shall fully satisfy our obligation to issue shares of common stock to Shire under the Shire Agreement.
Under the terms of the Shire Agreement, we are obligated to make significant cash payments upon the achievement of specified commercial milestones, as well as earnout payments in connection with sales of products based on the compounds that we acquired from Shire.
Except as provided for in Section 7.1 (Collaboration Funding), Section 7.2 (License and Option Issue Fees), Section 6.3.4 and Section 7.4.5 (Special Payment Terms for Milestones under Shire Agreement) all amounts payable by Sanofi hereunder shall be paid within [**] of the receipt of the invoice at the following mailing address: Sanofi Pasteur Inc.
Furthermore, all grants of a security interest in Collateral are subject to the restrictions set forth in Section 6.04 of the Shire Agreement, a copy of which is set forth on Schedule 2.