Common use of Assignment of Third Party Agreements Clause in Contracts

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. Each All Third Party Agreement Agreements that can be assigned to Buyer Valeant without the consent of the respective Third Parties theretoParties, or for which consent has been obtained prior to the Closing Effective Date, shall, if requested by Buyer, shall be so assigned, solely as to the extent they relate to the Fanapt Drug Substance, Fanapt, Fanapt Development Stage Licensed Products or other Transferred Assetsin the Elidel Field, pursuant to the terms of this Agreement on the Closing Effective Date. After To the Closingextent the assignment of any Third Party Agreement is prohibited by applicable law or would require any authorization, Sellers shall assign their respective rights and obligationsapproval, if requested by Buyerconsent or waiver (collectively, under (i“Consent”) of any governmental entity or other Third Party Agreements and such Consent shall not have been obtained prior to the Effective Date (ii) any agreements with Third Parties that are not Third Party Agreementseach, but that are necessary or desirable to effectively transfer the Transferred Assets as contemplated by this Agreement (each a “Related Non-Assignable Agreement”), neither this Agreement nor the agreement contemplated in case Clause 5.7 shall constitute an assignment thereof if any of both (i) the foregoing would constitute a breach of applicable law or the rights of any Third Party under such Non-Assignable Agreement. Following the Effective Date, the Parties shall, and (ii)shall cause their respective Affiliates to, 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 Commercially Reasonable Efforts in obtaining such consentConsents, however, Sellers Meda cannot guarantee that such consent Consents will be received. In the event that any such consent Consent is not obtained or the Parties do not mutually agree to assign such Third Party Agreement or Related Agreementobtained, the applicable Seller shall Meda shall, upon Valeant’s request, terminate, subject to the terms and conditions set forth therein, such Third Party Agreement or Related Agreement as to the extent it relates to Fanapt the Licensed Product in the Elidel Field 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 practicable. Valeant shall, as Sellers’ Meda’s agent, perform and discharge all outstanding obligations and liabilities and enjoy all rights, income and benefit of Sellers Meda’s (or as applicable, Sellers’ respective Meda’s Affiliates) under the Third Party Agreement or Related Agreement with respect to Fanapt, the Licensed Products in the Elidel Field from and shall indemnify Sellers against any Losses Sellers may incur arising out of Buyer’s failure to do soafter the Effective Date.

Assignment of Third Party Agreements. Each (a) Novartis shall assign to Purchaser, and Purchaser shall accept the assignment of, the rights and obligations of Novartis or any of its Affiliates related to the Product under each Third Party Agreement that can be assigned to Buyer without listed in Section 1 of Annex 6 (including, where appropriate, Third Party Agreements originally entered by Sandoz Ltd (“Sandoz”) or Ciba-Geigy Ltd (“Ciba-Geigy”) and of which Novartis is the consent of the respective Third Parties theretolegal successor), or for which consent has been obtained prior to the Closing Date, shall, if requested by Buyer, be so assigned, solely as they relate transfer of the Marketing Authorization in the country in the Territory 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 which such Third Party Agreements Agreement relates or at such other time as the Parties may mutually agree but in no event later than the end of the Phase I period for the respective Territory. The form and (ii) any substance of the assignment and assumption 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 shall be mutually agreed to by the Parties. Where Novartis requires the prior written consent of a Third Party in order to assign such Third Party Agreement, 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 Novartis shall use commercially reasonable efforts in obtaining such consent, however, Sellers cannot guarantee that to obtain such consent will but shall be received. In under no obligation to assign such Third Party Agreement to the Purchaser in the event that such consent is not obtained or forthcoming. (b) In the Parties do event that consent is not mutually agree to assign such Third Party Agreement or Related Agreementobtained, 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 Novartis shall remain as the contracting party under such Third Party Agreements for their duration (the relevant “Non-Assignable Agreements”) provided that Novartis shall be entitled to terminate the Third Party Agreement as soon as practicable. Novartis, as the contracting party under said Non-Assignable Agreements, and the Purchaser will cooperate in a mutually agreeable arrangement under which the Purchaser will obtain the benefits and assume the obligations of the Non-Assignable Agreements in accordance with this Agreement, including sub-contracting, sub-licensing or Related Agreement for its duration and Buyer sub-leasing to the Purchaser or whereby the Purchaser shall, as SellersNovartis’ agent, perform and discharge all outstanding obligations and liabilities of Sellers Novartis (or as applicable, SellersNovartis’ respective Affiliates) under the Third Party Agreement Agreement, or Related Agreement under which Novartis would enforce for the benefit of the Purchaser any and all rights of Novartis against a Third Party thereto, with respect to Fanaptthe Purchaser assuming any liabilities of Novartis. (c) Where Purchaser assumes any obligations under a Third Party Agreement, and the Purchaser shall indemnify Sellers Novartis against any Losses Sellers actions, proceedings, liabilities, losses, costs, demands or claims Novartis may incur arising out of Buyerthe Purchaser’s failure to do so.

Assignment of Third Party Agreements. Each As soon as practicable, following the Closing Date, Novartis shall or shall ensure that its Affiliates shall assign its rights and obligations related to the Product under those Third Party Agreement Agreements listed in Annex 7 and that can be assigned to Buyer the Purchaser without the consent of the respective Third Parties thereto, Party or for which consent has been obtained prior to the Closing, (including, where appropriate, Third Party Agreements originally entered by Sandoz Ltd (“Sandoz”) or Ciba-Geigy Ltd (“Ciba-Geigy”), and of which Novartis is the legal successor), to Purchaser. After 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 Novartis shall assign their respective its rights and obligations, if requested by Buyer, obligations 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 relate exclusively 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 Product on a date to be agreed after the Closing Date and subject to consent, if required, by receipt of consent from the respective relevant Third Parties thereto. The Parties shall use reasonable efforts in obtaining such consent, however, Sellers Party provided that Novartis cannot guarantee that such consent will shall be receivedforthcoming, but which Novartis shall use reasonable efforts to obtain. In the event that such consent is not obtained or the Parties do not mutually agree to assign such Third Party Agreement or Related Agreementobtained, 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 Novartis shall remain as the contracting party under the relevant such Third Party Agreements for their duration provided that Novartis shall be entitled to terminate such Third Party Agreement as soon as practicable. If agreed between the Parties, Novartis and the Purchaser will cooperate in a mutually agreeable arrangement under which the Purchaser shall obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing or Related Agreement for its duration and Buyer sub-leasing to Purchaser or whereby Purchaser shall, as SellersNovartis’ agent, perform and discharge all outstanding obligations and liabilities Liabilities of Sellers Novartis (or as applicable, SellersNovartis’ respective Affiliates) under the Third Party Agreement Agreement, or Related Agreement under which Novartis would enforce for the benefit of Purchaser any and all rights of Novartis against a Third Party thereto, with respect to FanaptPurchaser assuming any Liabilities of Novartis. Where Purchaser assumes any obligations under the Third Party Agreement, and the Purchaser shall indemnify Sellers Novartis against any Losses Sellers actions, proceedings, Liabilities, losses, costs, demands or claims Novartis may incur arising out of Buyerthe Purchaser’s failure to do so.