Assignment of Third Party Agreements. Each Third Party Agreement that can be assigned to Buyer without the consent of the respective Third Parties thereto, or for which consent has been obtained prior to the Closing Date, shall, if requested by Buyer, be so assigned, solely as they relate to the Fanapt Drug Substance, Fanapt, Fanapt Development Stage Products or other Transferred Assets, pursuant to the terms of this Agreement on the Closing Date. After the Closing, Sellers shall assign their respective rights and obligations, if requested by Buyer, under (i) any other Third Party Agreements and (ii) any agreements with Third Parties that are not Third Party Agreements, but that are necessary or desirable to effectively transfer the Transferred Assets as contemplated by this Agreement (each a “Related Agreement”), in case of both (i) and (ii), as mutually agreed to by the Parties, such mutual agreement not to be unreasonably withheld, conditioned or delayed, such assignment to be effective on a date to be agreed after the Closing Date and subject to consent, if required, by the respective Third Parties thereto. The Parties shall use reasonable efforts in obtaining such consent, however, Sellers cannot guarantee that such consent will be received. In the event that such consent is not obtained or the Parties do not mutually agree to assign such Third Party Agreement or Related Agreement, the applicable Seller shall terminate, subject to the terms and conditions set forth therein, such Third Party Agreement or Related Agreement as it relates to Fanapt as soon as practicable but shall remain as the contracting party under the relevant Third Party Agreement or Related Agreement for its duration and Buyer shall, as Sellers’ agent, perform and discharge all outstanding obligations and liabilities of Sellers (or as applicable, Sellers’ respective Affiliates) under the Third Party Agreement or Related Agreement with respect to Fanapt, and shall indemnify Sellers against any Losses Sellers may incur arising out of Buyer’s failure to do so.
Assignment of Third Party Agreements. If Acucela has entered into contracts with contractors (including contract manufacturers) or vendors that are necessary or useful for Otsuka to take over responsibility for with respect to the Collaboration Compounds or Collaboration Products in the Shared Territory, then Acucela shall, to the extent permitted by such Third Party Agreements and requested in writing by Otsuka, assign all of the relevant Third Party agreements to Otsuka, or otherwise cooperate to make such arrangements available to Otsuka or its designee for purposes of the Collaboration Compounds and Collaboration Products.
Assignment of Third Party Agreements. At XENCOR’s sole discretion and direction, Licensee shall assign all of Licensee’s right, title and interest in and to any agreements (or portions thereof) between Licensee and Third Parties that solely relate to the Development, Commercialization or Manufacture of the Licensed Asset or the Products, where such assignment is permitted without charge to Licensee or its Affiliates and where XENCOR shall assume all future payments due under any agreement assigned pursuant to this subsection.
Assignment of Third Party Agreements. To the extent requested by Lyra, Lian will promptly upon request assign and transfer to Lyra or its designee (i) all of Lian’s rights, title and interests in and to all clinical trial agreements, manufacturing and supply agreements, and distribution agreements (to the extent assignable) in Lian’s Control, in each case, to the extent such agreements solely relate to such Licensed Product and are necessary or useful for the Development, Manufacture, or Commercialization of such Licensed Product, and (ii) all of Lian’s rights, title, and interests in and to any promotional materials, training materials, medical education materials, packaging and labeling, and all other literature or other information related to such Licensed Product and copyrights and any registrations for the foregoing.
Assignment of Third Party Agreements. At Zenas’s sole discretion and direction, Licensee shall assign all of Licensee’s right, title and interest in and to any agreements (or portions thereof) between Licensee and Third Parties that solely relate to the Development, Commercialization or Manufacture of the Compound or the Products, where such assignment is permitted without charge to Licensee or its Affiliates and where Zenas shall assume all future payments due under any agreement assigned pursuant to this subsection.
Assignment of Third Party Agreements. Xxxxxxx, on behalf of itself and its Affiliates, will and, effective as of the Termination Effective Date, hereby does, subject to any required Third Party consents, assign to Licensor all of Xxxxxxx’x and its Affiliates’ right, title and interest in, to and under any Third Party agreements solely relating to the Reverted Products, where such assignment is permitted without charge to Xxxxxxx or its Affiliates (or Licensor agrees to bear any such charge) and where Licensor shall assume all future payments due under any agreement assigned pursuant to this paragraph.
Assignment of Third Party Agreements. (a) In connection with the rights and licenses granted hereunder, the Parties shall execute and deliver as of the Effective Date an Assignment and Assumption Agreement in the form of Exhibit F pursuant to which Novartis shall assign to Pharming and Pharming shall assume all of Novartis’ rights and obligations under the [***]. From and after the Effective Date, Pharming shall be responsible at its sole cost and expense for the performance of Novartis’ obligations under the [***].
(b) Within [***] days after the Parties first mutually agree on a Transition Plan (or such other date mutually agreed by the Transition Committee), the Parties will execute or cause to be executed an ancillary agreement between the Parties or their Affiliates (the “Ancillary Agreement”) regarding the assignment or transfer to Pharming or its designee, to the extent transferable, or other disposition of the Site Agreements, the MAP Agreements, and any other Third Party agreements relating to the Licensed Compound or Licensed Products mutually agreed by the Parties in the Transition Plan or otherwise in writing to be assigned or transferred to Pharming or its designee. The timing of and any conditions precedent for the assignment or transfer of such agreements shall be set forth in the Ancillary Agreement. If, after the effective date of the Ancillary Agreement, the Parties, through their Alliance Managers and the JCT, mutually agree that additional related agreements should be assigned or transferred to Pharming or its designee, the Parties shall amend the Ancillary Agreement to include such additional agreements.
Assignment of Third Party Agreements. If Regeneron so requests within [***] after the effective date of termination, Kiniksa will use reasonable efforts, to the extent legally permissible (including to the extent permitted under Kiniksa’s obligations to Third Parties on the effective date of termination), to assign to Regeneron any Third Party agreements to which Kiniksa or its Affiliates is a party that are specific to and exclusively relate to the Development, Manufacture, or Commercialization of any Product, subject to any required consents of such Third Party.
Assignment of Third Party Agreements. Effective as of the Effective Date, AES will assign to MMLLC, or any other party designated by it, all of its right, title and interest in, to and under those certain contracts and agreements listed on Exhibit C (the “Third Party Contracts”), to the extent such contracts and agreements remain in force and effect as of the Effective Date. Such assignment will be effected and evidenced by an Assignment of Third Party Contracts in the form of Exhibit D.
Assignment of Third Party Agreements. All Third Party Agreements that can be assigned to the Purchaser without the consent of the respective third parties, or for which consent has been obtained prior to the Closing Date, shall be so assigned pursuant to the terms of this Asset Purchase Agreement on the Closing Date. After the Closing, Novartis shall assign its rights and obligations under any other Third Party Agreements on a date to be agreed after the Closing Date and subject to receipt of consent by the respective third parties. Novartis shall use reasonable efforts in obtaining such consent, however, Novartis cannot guarantee that such consent will be received. In the event consent to the assignment of one or more Third Party Agreements is not obtained, Novartis shall remain as the contracting party under such Third Party Agreements for their duration and Novartis and the Purchaser will cooperate in a mutually agreeable arrangement under which the Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Asset Purchase Agreement, including sub-contracting, sub-licensing, or sub-leasing to the Purchaser, or under which Novartis would enforce for the benefit of the Purchaser any and all rights of Novartis against a Third Party thereto, with the Purchaser assuming Novartis’ Liabilities (to the extent such Liabilities would have constituted Assumed Liabilities). Novartis will promptly pay to the Purchaser when received all monies received by Novartis under any Third Party Agreement or any claim or right or any benefit arising thereunder.
