Sale, Purchase and Licence Grant Clause Samples

Sale, Purchase and Licence Grant. 2.1 Ascendis hereby sells, assigns and transfers to Sanofi all right, title and interest in and to the Product Patents. Sanofi accepts such sale assignment and transfer. Ascendis shall as promptly as practicable after the Effective Date (and no later than [***] thereafter), provide all declarations and sign, deliver and file all documents (or procure that such documents are signed, delivered and filed) that are necessary for the assignment and transfer of the Product Patents and/or their re-registration in the name of Sanofi or a Sanofi Affiliate. Any costs associated solely with effectuating the assignment and transfer of the Product Patents shall be borne by Sanofi. 2.2 Subject to the terms and conditions contained herein, Sanofi hereby grants to Ascendis and its Affiliates a non-exclusive, royalty-free, licence (with the right to sub-license subject to Clause 2.5) in the Territory under any Sanofi Improvements and its interest in any Joint Improvements to research, develop, market, manufacture, import, distribute, sell and use products (excluding any Product) outside Diabetes. 2.3 Subject to the terms and conditions of this Agreement, Ascendis hereby grants to Sanofi: (A) an exclusive (even as to Ascendis), royalty-free, licence (with the right to grant sub-licences subject to Clause 2.5) in the Territory to the Technology Platform Patents, the Technology Platform, the Ascendis Improvements and its interest in the Joint Improvements to research, develop, market, manufacture, import, distribute, sell and use: (1) Glp-1 Product, Glucagon Product, Insulin Product and any combination of Glp-1 Product, Glucagon Product and/or Insulin Product for all diseases in humans and animals. (2) Products (other than Glp-1 Product, Glucagon Product, Insulin Product and any combination of Glp-1 Product, Glucagon Product and/or Insulin Product) for Diabetes in humans and animals. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (B) a non-exclusive, royalty-free licence (with the right to grant sub-licences subject to Clause 2.5) in the Territory to the Technology Platform Patents, the Technology Platform, the Ascendis Improvements and its interest in the Joint Improvements to research, develop, market, manufacture, import, distribute, sell and use Products (other than Glp-1 Product, Glucagon Product, Insulin Product a...
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Related to Sale, Purchase and Licence Grant

  • Sale and Purchase of Equity Interest 授予权利 Option Granted

  • Agreement to Purchase and Sell Stock Subject to the terms and conditions of this Agreement, the Company agrees to sell to each of the Investors at the Closing (as defined below), and each of the Investors agrees to purchase from the Company at the Closing, the number of shares of the Company's Common Stock set forth opposite such Investor's name on the Schedule of Investors (collectively, the "Shares") at a price of $39.00 per share.

  • Sale and Transfer of Shares Closing 1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (hereinafter defined), Shareholder shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and acquire from Shareholder, all of the outstanding shares of Company (the "Shares") which represent all of the issued and outstanding capital stock of Company

  • Agreement to Purchase and Sell On the terms and subject to the conditions set forth in this Agreement, the Originator, severally and for itself, agrees to sell to the Company, and the Company agrees to purchase from the Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date, all of the Originator’s right, title and interest in and to: (a) each Receivable of the Originator that existed and was owing to the Originator at the closing of the Originator’s business on December 3, 2001 (the “Cut-off Date”) other than Receivables contributed pursuant to Section 3.1 (the “Contributed Receivables”); (b) each Receivable generated by the Originator from and including the Cut-off Date to and including the Purchase and Sale Termination Date (other than any Receivable later contributed pursuant to the second sentence of Section 3.1); (c) all rights to, but not the obligations of the Originator under, all Related Security; (d) all monies due or to become due to the Originator with respect to any of the foregoing; (e) all books and records of the Originator related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest of the Originator in each lock-box and related lock-box address and account to which Collections are sent, all amounts on deposit therein, all certificates and instruments, if any, from time to time evidencing such accounts and amounts on deposit therein, and all related agreements between the Originator and each Lock-Box Bank; and (f) all collections and other proceeds and products of any of the foregoing (as defined in the applicable UCC) that are or were received by the Originator on or after the Cut-off Date, including, without limitation, all funds which either are received by the Originator, the Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that the Originator or the Servicer applies in the ordinary course of its business to amounts owed in respect of any Receivable, and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligors in respect of Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder are absolute and irrevocable and shall be made without recourse except as expressly provided in Sections 3.3, 3.4 and 9.1, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originator set forth in this Agreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be, or shall be, assumed by the Company hereunder, and any such assumption is expressly disclaimed. The Company’s foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) through (f) (collectively, the “Related Rights”) is herein called the “Purchase Facility.” In connection with the transfer of ownership or the grant of the security interest in the Receivables and Related Rights, by signing this Agreement in the space provided, the Originator hereby authorizes the filing of all applicable UCC financing statements in all necessary jurisdictions.

  • Sale Purchase (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from SLM ECFC of the related ▇▇▇▇ of Sale, (ii) the payment by Funding to SLM ECFC of the Initial Payment and (iii) the assignment to SLM ECFC of the Excess Distribution Certificate. Upon consummation, such sale and purchase shall be effective as of the date of the ▇▇▇▇ of Sale. SLM ECFC and Funding shall use their best efforts to perform promptly their respective obligations pursuant to such Purchase Agreement with respect to each Loan. (B) Settlement of the Initial Payment On the Closing Date, Funding shall pay to SLM ECFC the Initial Payment by wire transfer of immediately available funds to the account specified by SLM ECFC. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees SLM ECFC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on the Loans up to but not including the related Payment Cutoff Date, and shall be responsible for the payment of rebate fees, if any, applicable to Purchased Loans accruing up to but not including the related Payment Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Purchased Loans accruing from, and including, the related Payment Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to Purchased Loans accruing from, and including, the Payment Cutoff Date.