Certain Covenants Contract Clauses (189)

Certain Covenants. Subject to Section 7.2, during the period beginning on the Original Effective Date and ending on the expiration or earlier termination of this Agreement, neither Party shall (directly or indirectly, and either with or without a bona fide collaborator) conduct outside the scope of this Agreement, or the Research Agreement, any programs that are intended to identify, optimize, develop or commercialize a Competing Product. 7.2Exception for Certain Third Party Products. Notwithstanding Section 7.1, ...during the Term, Licensee may acquire or in-license from a Third Party (a) rights in technology (including rights in patents, patent application and/or know-how) that Licensee [***] to the Patent Rights and Know-How Rights licensed by Institute to Licensee hereunder and are necessary or useful for the development and commercialization of Licensed Products hereunder, and/or (b) rights to develop and commercialize a CTL Product or New CTL Product or Program [***] that [***] (a "Third Party Product") if Licensee [***] that such [***] by Licensee or Institute (including any such Third Party Product [***]), including without limitation because such Third Party Product (a) [***] then under development, (b) [***] then under development, and/or (c) [***] then under development by Licensee. Licensee may negotiate the terms of such a Third Party license or other agreement at its sole discretion. Notwithstanding the foregoing, if Licensee acquires rights in such a Third Party Product, Licensee shall [***] the development and commercialization of such Third Party Product [***], for the Term of this Agreement, provided that if such Third Party Product is [***] pursuant to the foregoing shall be [***] of the amounts that [***]. -29- 7.3Autologous CTL Programs. On an Indication-by-Indication basis, Licensee shall notify Institute in writing within [***] following Licensee's determination that Licensee (a) will not pursue development or commercialization of an Allogeneic CTL Product for use in a given Indication under this Agreement or the Research Agreement, and (b) does not wish to pursue the development and commercialization of an Autologous CTL Product for use in such Indication. Provided that such Indication is not the subject of an existing research and development Program under the Research Agreement, Institute shall have the right to develop and commercialize Autologous CTL Products for use in such Indication without such development and commercialization being a breach of this Article 7, and the license granted to Licensee pursuant to Section 2.2 with respect to Autologous CTL Products shall no longer apply to any Autologous CTL Product for use in such Indication. Without limiting the foregoing, the Parties shall discuss, at least annually through the JSC, whether Licensee intends to, or is continuing to pursue development or commercialization of an Allogeneic CTL Product for use in the Indications that are the subject of research and development activities pursuant to the Research Agreement. Licensee will provide such information regarding its development and commercialization of such Allogeneic CTL Products as is required to reasonably inform Institute for the purposes of such discussions. View More

Certain Covenants. (a) Malone will cooperate with Split-Off Tax Counsel by providing appropriate representations as to factual matters on the Closing Date, including the representations in the Malone Closing Representation Letter, and immediately prior to the Closing, Malone shall execute and deliver the Malone Closing Representation Letter to Split-Off Tax Counsel; provided, however, that Malone will be deemed to satisfy his obligation under this Section 9 in the event that (x) any of Parent, the Company or Split...-Off Tax Counsel withholds its consent to any material changes, updates or refinements to any representations made in the Malone Signing Representation Letter that Malone has reasonably requested to be made in the Malone Closing Representation Letter as may be reasonably necessary to reflect any changes in, or clarifications of, facts prior to Closing to the extent that similar or analogous changes, updates or refinements to representations reflecting the same changes in, or clarifications of, fact are made with respect to any other Closing Split-Off Tax Opinion Representation Letter or (y) Parent or the Company does not execute and deliver to Split-Off Tax Counsel immediately prior to Closing the Parent Closing Split-Off Tax Opinion Representation Letter or the Company Closing Split-Off Tax Opinion Representation Letter, respectively. 6 10. Antitrust Filings. Parent, the Company and each Stockholder shall make an appropriate filing, if necessary, pursuant to the HSR Act with respect to the transactions contemplated by or related to the Merger Agreement as promptly as practicable after the date of this Agreement and shall supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be reasonably requested pursuant to the HSR Act. Prior to making any application to or filing with any Governmental Authority in connection with the transactions contemplated by or related to the Merger Agreement, each party hereto will provide the other party with any information or documents that the other party may reasonably require to prepare any such filing or application. View More

Certain Covenants. 6.1.Clinical Trials. [***] 6.2.Notifications of Potential Transfers in the Study Field. [***] 6.3.Other studies. Except as set forth in this Article 6, nothing in this Agreement shall (a) prohibit either Party from performing studies other than the Studies, including with its Product used individually or in combination with any other compound or product, in any therapeutic area, or (b) create an exclusive relationship between the Parties with respect to any Product. 6.4.No further obligations. N...othing in this Agreement obligates either Party to any further agreement or collaboration related to the products or studies in this Agreement. View More

Certain Covenants. So long as the Obligor shall have any obligation under this Note, the Obligor shall: (a) abide by Section 15 hereof; (b) maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qual...ification necessary; 12. Severability. In the event that one or more of the provisions of this Note shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Note, but this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. View More

Certain Covenants. 4.1 Capital Expenditures. During the period from July 11, 2016 through August 31, 2016, the Borrowers shall be limited to capital expenditures of no more than $662,309, which capital expenditures shall be incurred (i) in bringing production back online and (ii) in accordance with the Borrowers' projections sent to the Administrative Agent on Friday, May 27, 2016. 4.2 Principal Payments. The Borrowers shall make a payment of $75,000 to the Administrative Agent in immediately available funds for a...pplication to the principal of the Notes in accordance with the Credit Agreement on the date of execution of this Amendment. 4.3 Payment of Banks' Legal Fees. The Borrowers shall pay to the Administrative Agent on the date of execution of this Amendment, the estimated legal fees and expenses of counsel to each Bank incurred to the date of execution and delivery of this Amendment if the Borrowers have been advised of the amount hereof. 2 5. Notices. Notices to any party hereunder shall be given in accordance with Section 10.02 of the Credit Agreement, at the addresses set forth on the signatures pages hereto, except that any notice to the Borrowers may also be given by any electronic means, including e-mail, to any electronic address believed by the sender of such notice to be an address of any of the Borrowers, or an officer of any of the Borrowers or legal counsel to the Borrowers. View More