Common use of Initial Contribution of Assets Clause in Contracts

Initial Contribution of Assets. On the terms and subject to the conditions set forth in this Agreement, BioXcel hereby agrees to sell, contribute, assign, transfer, convey and deliver to BTI, and BTI agrees to acquire from BioXcel, all of BioXcel’s right, title and interest in and to BXCL701, BXCL702, BXCL501, and BXCL502 (collectively, the “Candidates”), and all of the assets associated with the Candidates, other than those specified to be Retained Assets (as defined below), (collectively, the “Assets”), free and clear of any security interest, lien, charge, option, claim or other encumbrance (each, a “Lien”), other than those Liens listed on Schedule 1 (collectively, the “Permitted Liens”). The Assets include the following to the extent used or held for use in connection with the Candidates as of the Effective Date: a. The intellectual property set forth on Schedule 1(a) (collectively, the “Intellectual Property”); b. All goodwill associated with the Assets; c. Except as set forth in Section 4 below, all of BioXcel’s rights under the Contracts (as defined below); d. All documentation, notebooks, logs, data and records associated with the Assets, and any other information necessary for the development of the Assets; e. All marketing and advertising materials in hard or soft copy, including without limitation, printed promotional materials and labels associated with the Assets; f. All claims, causes of action, rights of recovery, rights of setoff and rights of recoupment, whether or not known as of the Effective Date, relating to BioXcel’s ownership of the Assets; and g. All rights under or pursuant to all warranties, indemnities, representations, guarantees and similar rights, whether or not known as of the Effective Date, in favor of BioXcel with respect to the Candidates or the Assets; h. The Tangible Assets (as defined below); and i. The assets specifically identified in Schedule 1(i).