Effective Date Deliveries by CuraGen Sample Clauses

Effective Date Deliveries by CuraGen. CuraGen shall deliver to TopoTarget on the Effective Date at a location designated by TopoTarget, all originals or, where applicable, CuraGen’s copy of the following items, documents and information, it being understood that such delivery may be made in electronic form: (i) all Product Technical Information set forth on Schedule 5.1(b)(i); (ii) all documentation and data relating to the Regulatory Trials, including all case reports forms, safety databases, interim reports and final study reports, and data formats, structures and dependencies for such data relating to the Regulatory Trials, provided that any such documentation or data that is contained in a database provided by a Third Party licensor of CuraGen prior to the Effective Date may be delivered in a form that requires a licensed copy of the applicable database, which database shall not be assigned by CuraGen to TopoTarget; (iii) all laboratory notebooks in the Control of CuraGen and its Affiliates relating to Patents contained in the CuraGen Collaboration Technology and the Joint Collaboration Technology, and all patent prosecution files (including all correspondence with prosecution counsel and patent offices) relating to such Patents; (iv) all tangible embodiments of Products containing HDAC Inhibitors Controlled by CuraGen or its Affiliates as of the Effective Date, including those described on Schedule 2.1(e) hereto (v) the Authorizations described on Schedule 2.1(d); and (vi) the Contracts described on Schedule 2.1(h). Notwithstanding the foregoing, in the event that information described above relates both to HDAC Inhibitors, on the one hand, and to other products or businesses of CuraGen and its Affiliates, on the other hand, and cannot be segregated in a reasonable manner that preserves the usefulness of the information as it relates to HDAC Inhibitors or other products or businesses, CuraGen shall not be required to deliver original documents or other materials but shall be required (and shall be required to cause its Affiliates) to provide copies of such documents and other materials containing this information to TopoTarget on the Effective Date. In instances where copies are provided to TopoTarget, TopoTarget and their Affiliates shall have reasonable access to the original documents and other materials under circumstances where copies of documents are insufficient for evidentiary or regulatory purposes and CuraGen covenants and agrees, on behalf of itself and its Affiliates to provid...
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Related to Effective Date Deliveries by CuraGen

  • Effective Date Deliveries On the Effective Date, the Company shall have delivered to the Representative executed copies of the Escrow Agreement, the Trust Agreement, the Warrant Agreement, the Services Agreement and all of the Insider Letters.

  • Closing Date Deliveries On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Purchase Option.

  • Closing Date Delivery 2 2.1 Closing Date....................................................................................... 2 2.2 Delivery........................................................................................... 2

  • Closing Date and Option Closing Date Opinions of Counsel On the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinions and negative assurance statements of Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory to the Representative and GM.

  • Closing Deliveries by Seller At the Closing, Seller shall deliver, or cause to be delivered, to Buyer: (a) The certificates, consents and other documents required to be obtained or delivered pursuant to Article VIII; (b) A porcine substance supply agreement between Seller Affiliate (Intervet International B.V.) and Buyer in substantially the form attached hereto as Exhibit C (the “Porcine Substance Supply Agreement”), duly executed by Seller Affiliate; (c) A IB supply agreement between Seller Affiliate (Merck Sharp & Dohme B.V.) and Buyer in substantially the form attached hereto as Exhibit D (the “IB Supply Agreement”), duly executed by Seller Affiliate; (d) A IB technology transfer agreement between Seller Affiliates ((Merck Sharp & Dohme B.V. and N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit E (the “IB Technology Transfer Agreement”), duly executed by Seller Affiliate; (e) A patent license agreement between Seller Affiliate (Merck Sharp & Dohme B.V.) and Buyer in substantially the form attached hereto as Exhibit F (the “Patent License Agreement”), duly executed by Seller Affiliate; (f) A TTA assignment agreement between Seller Affiliates (Merck Sharp & Dohme B.V. and N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit G (the “TTA Assignment”), duly executed by Seller Affiliate; (g) A transition services agreement between Financière MSD (Parent Seller) and Buyer in substantially the form attached hereto as Exhibit H (the “Transition Services Agreement”), duly executed by Seller; (h) An executed copy of the Dutch asset purchase agreement entered into between Seller Affiliates (Merck Sharp & Dohme B.V. and N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit I (the “Dutch Asset Purchase Agreement”); (i) A liability agreement between Buyer, SP, Merck Sharp & Dohme Corp., Merck Sharp & Dohme B.V, N.V. Organon, Financière MS, Intervet International B.V. and Buyer and Amphastar Pharmaceuticals Inc. substantially the form attached hereto as Exhibit J (the “Liability Agreement”), duly executed by Seller; (j) A stability testing services agreement between Seller Affiliate (N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit K (the “Stability Testing Services Agreement”), duly executed by Seller; (k) A Seller parent guarantee in substantially the form attached hereto as Exhibit L (the “Seller Parent Guarantee”), duly executed; (l) A porcine insulin for biotech supply agreement between Seller Affiliate (N.V. Organon) and Buyer in substantially the form attached hereto as Exhibit M (the “Porcine Insulin for Biotech Supply Agreement”), duly executed; (m) A IB quality agreement between Seller Affiliate (Merck Sharp & Dohme B.V.) and Buyer in substantially the form attached hereto as Exhibit N, (the “IB Quality Agreement”), duly executed; (n) A PI quality agreement between Seller Affiliate (Intervet International B.V.) and Buyer in substantially the form attached hereto as Exhibit O, (the “PI Quality Agreement”), duly executed; (o) the mutual confidentiality agreements between Seller Affiliates and Buyer in substantially the forms attached hereto as Exhibit P, (together the “CDAs”), duly executed; (p) the letter of understanding between Buyer and Seller, related to the transitional services agreement for EHS remediation works, in substantially the form attached hereto as Exhibit Q (the “▇▇▇”), duly executed; (q) the letter related to Seller’s temporary employees between Buyer and Seller, in substantially the form attached hereto as Exhibit R (the “Temporary Employees Letter”), duly executed; (r) Such other documents, certificates, agreements and other writings as may be reasonably necessary or desirable to effectuate the transactions contemplated by this Agreement.