Common use of Closing and Assigned Agreements Clause in Contracts

Closing and Assigned Agreements. 12.1 Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Date, TiGenix assigns to Sobi all its right, title and interest in the Assigned Agreements, excluding the Excluded Liabilities, and Sobi accepts such assignment from TiGenix. [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions. 12.2 Notwithstanding anything contained in this Agreement to the contrary, TiGenix shall retain and be fully responsible for paying, performing and discharging when due, and Sobi shall not assume or have any responsibility for any of the following Liabilities which shall be excluded from the assignment in clause 12.1 (“Excluded Liabilities”): 12.2.1 any Liabilities arising out of any claim for injury to any Person that resulted from the use of Products manufactured and sold (or otherwise provided by TiGenix for patient use) prior to the Closing Date; and 12.2.2 any Liabilities for rebates, discounts, chargebacks, adjustments and returns of Product sold prior to the Closing Date. 12.3 At the Closing Date, TiGenix shall deliver to Sobi (i) an unredacted, fully executed copy of each of the Assigned Agreements and (ii) such other instruments of conveyance or documents, in form and substance reasonably acceptable to TiGenix and Sobi, as may be necessary to convey the Assigned Agreements from TiGenix to Sobi. 12.4 TiGenix recognizes that the Assigned Agreements have been drafted without consideration to this Agreement and that certain obligations are not included in the Assigned Agreements, including the Hospital Agreement Requirements and other obligations under this Agreement which require that the Hospitals perform certain obligations. Sobi shall not in any way be liable for any failure to comply with the provisions of this Agreement if compliance with such provisions would require performance of the Hospitals under the Assigned Agreements and such Assigned Agreement(s) do not impose the necessary obligations on the Hospital(s). 12.5 Any hospitals listed under Schedule 6 which as of the Closing Date have not been assigned shall be governed by the provisions in Schedule 8 bis. 12.6 Unless otherwise explicitly set forth under this Agreement, the following clauses shall not be applicable until the Closing Date: 2.1-3, 4, 7, 8, 9, 10.1-3, 10.4.3-5, 11.2.1-2, 11.2.5-7, 12.1-4, 13, 15.3-4, 21 and 22. 13.1 Sobi shall provide TiGenix with binding forecasts and non-binding estimates of the volumes of Products to be purchased, as set in Schedule 2b.