Specified Programs definition
Examples of Specified Programs in a sentence
Seller has not received any notices, correspondence or other communication from any Governmental Body requiring the termination, suspension or material modification of any nonclinical or pre-clinical studies conducted by, or on behalf of, Seller with respect to the Specified Programs, or that have involved the Specified Programs.
At the Closing, Seller, on behalf of itself and its Affiliates, shall, to the extent in Seller’s possession or control, deliver to Purchaser copies of documents and instruments containing information that are reasonably necessary to Exploit the Specified Programs or to practice the Seller IP.
Seller is not subject to any investigation related to the Specified Programs or the Transferred Assets that is pending or, to Seller’s Knowledge, that is pending and not served or threatened or that has been threatened, in each case by (i) the FDA, (ii) the Department of Health and Human Services Office of Inspector General or Department of Justice pursuant to the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(b)) or the Federal False Claims Act (31 U.S.C. §3729 et seq.).
Purchaser will have no right to control the Specified Programs or any other Transferred Assets prior to the Closing, including that Purchaser will have no right to (a) bind or commit, or to act as an agent, employee or legal representative of Seller or (b) have the power to control the activities and operations of Seller.
None of the Excluded Assets are material to the Exploitation of, or primarily related to, the Transferred Assets or Specified Programs.
During the Pre-Closing Period, each Party shall give prompt written notice to the other Party of any Legal Proceeding, examination or audit in which such Party is involved as a party that concerns and would reasonably be expected to materially and adversely affect the Specified Programs, the other Transferred Assets or the other Party’s rights in the same or that would otherwise reasonably be expected to have a Material Adverse Effect or Purchaser Material Adverse Effect, as applicable.
The Transferred Assets are sufficient for the continued Exploitation of the Specified Programs after the Closing and constitute all of the rights, property, and assets necessary to Exploit, or primarily related to, the Specified Programs.
It is further understood that the current Board-approved percentage of the principal, valued at market value on a 3-year rolling average as of December 31st of the preceding year, will be distributed annually to the following described charitable organizations in our name as indicated: Charity Name, Location & Any Specified Programs Percentage Shares Any income in excess of the allocations will be automatically rolled over into the Endowment Fund’s principal on January 1st of the following year.
The know-how and trade secrets that are owned, used or held by Seller and its Affiliates in connection with the research, Development or manufacture of the Specified Programs have not been used, disclosed to or, to Seller’s Knowledge, discovered by any Person except pursuant to written non-disclosure or license agreements which have not, to Seller’s Knowledge, been breached.
The Buyer accepts that data provided as part of the Specified Programs may not be accurate and accepts that the Seller makes no warranty or undertaking as to the accuracy or reliability of such data.