Investment Amount means the aggregate of the First Investment Amount and if funded pursuant to Section 2.1(b), Section 2.1(c), and Section 2.1(d), respectively, the Second Investment Amount, the Third Investment Amount and the Fourth Investment Amount.
Investor or Investors means the Persons identified as an Investor on the signature pages hereto and their successors and assigns.
Investor Account means such account as designated by the Investor Representative to the Company in writing from time to time.
Investor Indemnification Obligations has the meaning set forth in Section 10.2.
Investor Indemnified Party has the meaning set forth in Section 10.1.
Investor Representative means HealthCare Royalty Management, LLC, as agent for the Investor.
Involuntary Disposition means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Party or any of its Subsidiaries.
IP Rights means, collectively, all Copyrights, all Copyright Licenses, all Domain Names, all Drug Applications, all Other Intellectual Property, all Other IP Agreements, all Patent Licenses, all Patents, all Proprietary Databases, all Proprietary Software, all Trademarks, all Trademark Licenses, all Trade Secrets, all Websites, all Website Agreements and all Regulatory Approvals, in each case, which are owned or controlled by, issued or licensed to, licensed by, or hereafter acquired or licensed by, the Company, including (but not limited to) the items listed on Schedule 4.10.
IRS means the United States Internal Revenue Service.
Joinder Agreement means a joinder agreement substantially in the form of Exhibit F executed and delivered by each Subsidiary in accordance with the provisions of Section 6.1.
Know-How means all non-public information, results and data of any type whatsoever, in any tangible or intangible form (and whether or not patentable), including databases, practices, methods, techniques, specifications, formulations, formulae, knowledge, skill, experience, data and results (including pharmacological, medicinal chemistry, biological, chemical, biochemical, toxicological and clinical study data and results), analytical and quality control data, stability data, studies and procedures, and manufacturing process and development information, results and data.
Knowledge means, with respect to the Company, (a) for purposes of Article IV, the actual knowledge, after due inquiry, as of the date of this Agreement, of any of the officers of the Company identified on Schedule 1.1, and (b) for all other purposes of this Agreement, the actual knowledge, after due inquiry, as of a specified time, of any of the officers of the Company identified on Schedule 1.1 or any successor to any such officer holding the same or substantially similar officer position at such time.