Common use of Contribution by P&G and Related Matters Clause in Contracts

Contribution by P&G and Related Matters. (a) As of the Closing, the following interests of the P&G Parties will be attributed to, and for Tax purposes, will be deemed contributed to the Joint Venture: (i) a license to certain Intellectual Property rights licensed to the Clorox Parties as set forth in the P&G License Agreement; and (ii) all title, right and interest to the P&G Equipment, the title to which P&G Equipment will be conveyed to one or more Clorox Parties at the Closing, free and clear of all Liens, except for Permitted Liens (collectively clauses (i) and (ii), the “P&G Contribution”). (b) From and after the Closing: (i) the rights of the Clorox Parties under the P&G License Agreement and the JV Sublicense Agreements will be attributed to the Joint Venture; THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. (ii) the right, title and interest of the Clorox Parties to the P&G Equipment will be attributed to the Joint Venture; and (iii) all Net Income and Net Loss and Available Cash Flow arising in respect of the foregoing and proceeds of any disposition thereof will also be attributed to the Joint Venture. (c) The P&G Parties will make the following deliveries on the Closing Date and during the Term in connection with the rights granted under the P&G License Agreement: (i) Within a reasonable time after the Closing Date, the P&G Parties will deliver to Clorox for use in the Glad Business all Know How included in the [* * *] medium on the Closing Date; (ii) On and after the Closing Date, the P&G Parties will deliver to Clorox for use in the Glad Business (A) all Know How [* * *], as promptly as commercially practicable after any such Know How [* * *]; and (iii) In the event that any Know How is necessary for the Clorox Parties’ use or practice of any P&G Technology, but does not, as of the Closing Date or any later date, [* * *] then the P&G Parties, at Clorox’s request, will promptly (x) provide the Clorox Parties with [* * *] to Clorox.

Contribution by P&G and Related Matters. (a) As of the Closing, the following interests of the P&G Parties will be attributed to, and for Tax purposes, will be deemed contributed to the Joint Venture: (i) a license to certain Intellectual Property rights licensed to the Clorox Parties as set forth in the P&G License Agreement; and (ii) all title, right and interest to the P&G Equipment, the title to which P&G Equipment will be conveyed to one or more Clorox Parties at the Closing, free and clear of all Liens, except for Permitted Liens (collectively clauses (i) and (ii), the “P&G Contribution”). (b) From and after the Closing: (i) the rights of the Clorox Parties under the P&G License Agreement and the JV Sublicense Agreements will be attributed to the Joint Venture; THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.; (ii) the right, title and interest of the Clorox Parties to the P&G Equipment will be attributed to the Joint Venture; and (iii) all Net Income and Net Loss and Available Cash Flow arising in respect of the foregoing and proceeds of any disposition thereof will also be attributed to the Joint Venture. THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. (c) The P&G Parties will make the following deliveries on the Closing Date and during the Term in connection with the rights granted under the P&G License Agreement: (i) Within a reasonable time after the Closing Date, the P&G Parties will deliver to Clorox for use in the Glad Business all Know How included in the [* * *] medium on the Closing Date; (ii) On and after the Closing Date, the P&G Parties will deliver to Clorox for use in the Glad Business (A) all Know How [* * *], as promptly as commercially practicable after any such Know How [* * *]; and (iii) In the event that any Know How is necessary for the Clorox Parties’ use or practice of any P&G Technology, but does not, as of the Closing Date or any later date, [* * *] then the P&G Parties, at Clorox’s request, will promptly (x) provide the Clorox Parties with [* * *] to Clorox.

Contribution by P&G and Related Matters. (a) As of the Closing, the following interests of the P&G Parties will be attributed to, and for Tax purposes, will be deemed contributed to the Joint Venture: (i) a license to certain Intellectual Property rights licensed to the Clorox Parties as set forth in the P&G License Agreement; and (ii) all title, right and interest to the P&G Equipment, the title to which P&G Equipment will be conveyed to one or more Clorox Parties at the Closing, free and clear of all Liens, except for Permitted Liens (collectively clauses (i) and (ii), the “P&G Contribution”). (b) From and after the Closing: (i) the rights of the Clorox Parties under the P&G License Agreement and the JV Sublicense Agreements will be attributed to the Joint Venture; THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.; (ii) the right, title and interest of the Clorox Parties to the P&G Equipment will be attributed to the Joint Venture; and (iii) all Net Income and Net Loss and Available Cash Flow arising in respect of the foregoing and proceeds of any disposition thereof will also be attributed to the Joint Venture. (c) The P&G Parties will make the following deliveries on the Closing Date and during the Term in connection with the rights granted under the P&G License Agreement: (i) Within a reasonable time after the Closing Date, the P&G Parties will deliver to Clorox for use in the Glad Business all Know How included in the [* * *] Core P&G Technology existing in writing or otherwise fixed in a tangible medium on the Closing Date; (ii) On and after the Closing Date, the P&G Parties will deliver to Clorox for use in the Glad Business (A) all Know How [* * *]developed on or after the Closing Date and (B) all Improvements to any P&G Technology, as promptly as commercially practicable after any such Know How [* * *]or Improvements are developed; and (iii) In the event that any Know How is necessary for the Clorox Parties’ use or practice of any P&G Technology, but does not, as of the Closing Date or any later date, [* * *] exist in writing and is not otherwise fixed in a tangible medium, then the P&G Parties, at Clorox’s request, will promptly (x) provide the Clorox Parties with [* * *] access to the P&G Parties’ employees who possess such Know How in order to effectively convey such Know How to the Clorox Parties or (y) fix such Know How in a written form reasonably satisfactory to Clorox.