Assignment of Ongoing Studies Sample Clauses

Assignment of Ongoing Studies. As soon as is reasonably practicable after the Effective Date, Amgen or Immunex will assign and transfer to Celldex (to the extent assignable and transferable), and Celldex will assume from Amgen or its Affiliates, the material transfer agreements for Ongoing Studies set forth in Exhibit F hereto, and transfer to Celldex any data, results, and intellectual property from the Ongoing Studies that Amgen and Immunex possesses at the time such material transfer agreements for Ongoing Studies are assigned to Celldex. To the extent any such material transfer agreement for Ongoing Studies is not assignable or transferable by its terms to Celldex, Amgen or Immunex shall use commercially reasonable efforts to obtain consent from the counterparty to such material transfer agreement to assign or otherwise transfer such material transfer agreement to Celldex. Amgen and Immunex shall remain responsible for all obligations of Amgen and Immunex under such contracts which became due and payable or were required to be performed on or prior to the date of such assignment to Celldex. Celldex shall reimburse Amgen for all reasonable Ongoing Studies out of pocket costs and expenses incurred by Amgen or Immunex after the Effective Date upon assignment to Celldex of such material transfer agreements for Ongoing Studies. Amgen (together with Immunex) hereby assigns and transfers to Celldex such rights, data, results and intellectual property, and obligations under such material transfer agreements for Ongoing Studies solely to the extent they relate to the Molecules. To the extent any of the material transfer agreements for Ongoing Studies or the Ongoing Studies themselves relate to molecules or compounds other than the Molecules, Amgen expressly retains the rights and obligations of Amgen under such combination material transfer agreements with respect to any molecules or compounds other than the Molecules.