Program Transaction definition
Program Transaction means any Assignment Transaction pursuant to which a Third Party is (a) assigned, or exclusively licensed for any and all uses, all Intellectual Property necessary or useful for the development or commercialization of Regulatory Approval Products or Clinical Trial Products or (b) assigned all or substantially all of the assets used or held for use in connection with Regulatory Approval Products or Clinical Trial Products.
Program Transaction means any Assignment Transaction pursuant to which the Acquiror is (a) assigned, or exclusively licensed for any and all uses, all Intellectual Property necessary or useful for the development and commercialization of the CVR Product or (b) assigned all or substantially all of the assets used or held for use in connection with the CVR Product.
Program Transaction means an assignment, transfer or sublicense to a Third Party (or the grant of an option to a Third Party to obtain an assignment, transfer or sublicense) of any rights granted to Lumena under Section 2.1 to Commercialize Licensed Products, either alone or as part of an assignment of all of Lumena’s rights and obligations under this Agreement wherein the assignment of all of Lumena’s rights and obligations under this Agreement comprises substantially all of the assets of the transaction. For clarity and by way of example, a transaction which includes an assignment by Lumena of all of its rights and obligations under this Agreement and rights with respect to a Lumena Development Candidate is not a Program Transaction. “Development Candidate” means a compound in development by or on behalf of Lumena which is undergoing or has undergone GLP toxicology studies.
Examples of Program Transaction in a sentence
There is no fact known or which reasonably should be known to Client’s management officials which Client has not disclosed to Payplant in writing which could reasonably be expected to have a material adverse effect on any Payplant Receivables Program Transaction to which Client may be a Party.
In the event any Party fails to perform, observe or discharge any of its obligations under this Agreement or with respect to any Payplant Receivables Program Transaction, or threatens to fail to perform, observe or discharge such obligations or liabilities, any remedy of law may prove to be inadequate relief to the Party (i.e., the Party to which the obligation is owed).
Neither Client nor any of its Affiliates, or any of their respective officers, directors, employees, agents or other representatives, have taken any action in connection with the Payplant Receivables Program or any Payplant Receivables Program Transaction that violates or will violate the FCPA, or any similar law to the extent applicable.
If any Party elects to arbitrate a Claim, no Party shall have the right to (i) have a court or jury decide the Claim, (ii) engage in pre-arbitration discovery to the same extent that the Party would have the right to do in court, (iii) participate in a class action in court or in arbitration, either as a class representative or a class member; or (iv) join or consolidate the Claim with claims of any other Person or involving any other Payplant Receivables Program Transaction.
Sanofi’s Right of First Negotiation shall apply on a Proposal-by-Proposal basis and Lumena shall deliver to Sanofi a Proposal pursuant to Section 2.8(a) each time during the Term Lumena or any of its Affiliates wishes to enter into a Program Transaction.
More Definitions of Program Transaction
Program Transaction means a (a) Change of Control of Licensee or (b) Subsidiary/Parent Sale, excluding in each case an initial public offering of Licensee or its Affiliate, as applicable.
Program Transaction means (a) a sublicense by Vir Bio or its Affiliate of any rights to any Alnylam Intellectual Property (or sale of a covenant not to sue), (b) a license by Vir Bio or its Affiliate of any rights to any Vir Bio Collaboration IP (or sale of a covenant not to sue) to the extent in connection with an HBV Licensed Product, (c) an assignment by Vir Bio or its Affiliate (other than in connection with a Change of Control of Vir Bio) of any rights to any Alnylam Intellectual Property, (d) the grant by Vir Bio or its Affiliates of an option to acquire any of the foregoing, in each case with respect to an HBV Licensed Product. Notwithstanding the foregoing, Program Transactions exclude agreements with Third Parties for any Change of Control of Vir Bio, distributors of HBV Licensed Product in the ordinary course of trade, contract manufacturing organizations (CMOs), contract research organizations (CROs), academic research organizations (AROs) and other contractors, or academic, non-profit or governmental entities, in each case where (i) the agreement counterparty is performing services for or collaborating with Vir Bio or its Affiliates and the counterparty and its Affiliates are not granted any Commercialization rights of any kind with respect to any Alnylam Intellectual Property or HBV Licensed Product(s) (including options for commercial rights and whether pursuant to the same or under a different agreement) and (ii) no revenue will be received by Vir Bio or any of its Affiliates.
Program Transaction means any and all agreements, transactions or arrangements that include a grant by Arsanis or its Affiliate(s) to any Third Party of rights of any kind with respect to any Payment Patent(s), Licensed Antibody(ies) and/or Product(s), regardless of the form of transaction, including asset sales, assignments, licenses, covenants not to ▇▇▇, grants of distribution rights, Subsidiary Trade Sales and options for any of the foregoing. Program Transactions exclude, however, (a) an Arsanis Trade Sale and any such transactions entered into by Arsanis or its successor after, and that do not form any part of (i.e. do not form part of a series of transactions constituting), an Arsanis Trade Sale, and (b) agreements with contract manufacturing organizations (CMOs), contract research organizations (CROs), academic research organizations (AROs) and other contractors, or academic, non-profit or governmental entities, in each case where (1) the agreement counterparty is performing services for or collaborating with Arsanis or its Affiliates and the counterparty and its Affiliates are not granted any commercialization rights of any kind with respect to any Payment Patent(s), Licensed Antibody(ies) and/or Product(s) (including options for commercial rights) (whether pursuant to the same or under a different agreement) and (2) no revenue will be received by Arsanis or any of its Affiliates. If multiple related or reasonably contemporaneous agreements, transactions or arrangements with any given Third Party (or set of related or affiliated Third Parties) are entered into by Arsanis or its Affiliate (or any combination of them), and one such agreement, transaction or arrangement would alone be a Program Transaction, then all such related or reasonably contemporaneous agreements, transactions or arrangements shall together be considered a single Program Transaction. As a non-limiting example, if Arsanis were to enter into one agreement with a Third Party for a commercialization license for a Licensed Antibody under Licensed Program Antibody Patents, another agreement with that Third Party with respect to clinical data generated by or for Arsanis with respect to a Licensed Antibody Covered by such Patents, a further agreement with such Third Party for other antibodies or small molecules acting via the same Target, and another agreement with an affiliate of that Third Party for Target-related intellectual property on that same Target, then all four agreements together constitute a ...
Program Transaction means an adjudicated voucher that is processed by RelayHealth in response to End User’s submission of an Initiating Transaction.
Program Transaction means (a) a sublicense by Vir or its Affiliate of any rights to any Alnylam Intellectual Property (or sale of a covenant not to ▇▇▇), (b) a license by Vir or its Affiliate of any rights to any Vir Collaboration IP (or sale of a covenant not to ▇▇▇) to the extent in connection with a Licensed Product, (c) an assignment by Vir or its Affiliate (other than in connection with a Change of Control of Vir) of any rights to any Alnylam Intellectual Property, (d) the grant by Vir or its Affiliates of an option to acquire any of the foregoing, in each case with respect to a Licensed Product. Notwithstanding the foregoing, Program Transactions exclude agreements with Third Parties for any Change of Control of Vir, distributors of Licensed Product in the ordinary course of trade, contract manufacturing organizations (CMOs), contract research organizations (CROs), academic research organizations (AROs) and other contractors, or academic, non-profit or governmental entities, in each case where (i) the agreement counterparty is performing services for or collaborating with Vir or its Affiliates and the counterparty and its Affiliates are not granted any Commercialization rights of any kind with respect to any Alnylam Intellectual Property or Licensed Product(s) (including options for commercial rights and whether pursuant to the same or under a different agreement) and (ii) no revenue will be received by Vir or any of its Affiliates.
Program Transaction means any Assignment Transaction pursuant to which a Third Party is (a) assigned, or exclusively licensed for any and all uses, all Intellectual Property necessary or useful for the development or commercialization of Regulatory Approval Products or Clinical Trial Products or
Program Transaction means any and all agreements, transactions or arrangements that include a grant by Kairos or its Affiliate(s) to any Third Party of rights of any kind with respect to any Payment Patent(s), Licensed Antibody(ies) and/or Product(s), regardless of the form of transaction, including asset sales, assignments, licenses, covenants not to ▇▇▇, grants of distribution rights, Subsidiary Trade Sales and options for any of the foregoing. Program Transactions exclude (a) a Kairos Change of Control and any such transactions entered into by Kairos or its successor after, and that do not form any part of (i.e. do not form part of a series of transactions constituting), a Kairos Change of Control, and (b) agreements with contract manufacturing organizations (CMOs), contract research organizations (CROs), academic research organizations (AROs) and other contractors, or academic, non-profit or governmental entities, in each case where (1) the agreement counterparty is performing services for or collaborating with Kairos or its Affiliates and the counterparty and its Affiliates are not granted any commercialization rights of any kind with respect to any Payment Patent(s), Licensed Antibody(ies) and/or Product(s) (including options for commercial rights) (whether pursuant to the same or under a different agreement) and (2) no material revenue will be received by Kairos or any of its Affiliates. If multiple related or reasonably contemporaneous agreements, transactions or arrangements with any given Third Party (or set of related or affiliated Third Parties) are entered into by Kairos or its Affiliate (or any combination of them), and one such agreement, transaction or arrangement would alone be a Program Transaction, then all such related or reasonably contemporaneous agreements, transactions or arrangements shall together be considered a single Program Transaction, although, for clarity, such Program Transaction may be treated as a Multi-Product Deal hereunder, if applicable. [***].