Common use of Misallocated Assets Clause in Contracts

Misallocated Assets. If, following the Closing, any right, property or asset not forming part of the Acquired Assets is found to have been transferred to Immedica in error, either directly or indirectly, Immedica shall (a) transfer at no cost to Aeglea, such right, property or asset (and any related Liability) as soon as practicable to one or more of Aeglea and its Subsidiaries designated by Aeglea and (b) prior to such transfer, ensure that Immedica shall, where permitted by the terms on which it has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Aeglea and its Subsidiaries and allow Aeglea and its Subsidiaries from and after the Closing to have full enjoyment and use of such asset and Aeglea and its Subsidiaries shall bear all burdens relating to such asset. If, following the Closing, any right, property or asset forming part of the Acquired Assets is found to have been retained by Aeglea in error, either directly or indirectly, Aeglea shall (i) transfer, at no cost to Immedica, such right, property or asset (and any related Liability) as soon as practicable to Immedica and (ii) prior to such transfer, ensure that Aeglea shall where permitted by the terms on which Aeglea or its applicable Affiliate has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Immedica and allow Immedica from and after the Closing to have full enjoyment and use of such asset and Immedica shall bear all burdens relating to such asset. For the avoidance of doubt, the Parties understand and agree that (x) the Excluded Assets are not intended to, and shall not, be transferred to Immedica and Aeglea shall retain such rights, properties and assets, and (y) the Acquired Assets are intended to, and shall, be transferred to Immedica and Immedica shall acquire such rights, properties and assets.

Misallocated Assets. If, following the Closing, any right, property or asset not forming part of the Acquired Assets Business is found to have been transferred to Immedica Purchaser in error, either directly or indirectlyindirectly (including pursuant to the Pre-Closing Reorganization), Immedica Purchaser shall (ai) transfer transfer, or shall cause its Affiliates (including, after the Closing, the members of the Alkali Group) to transfer, at no cost to AegleaSeller or the other members of the Seller Group, such right, property or asset (and any related Liability) as soon as practicable to one or more members of Aeglea and its Subsidiaries designated the Seller Group indicated by Aeglea Seller and (bii) prior to such transfer, ensure that Immedica shall, the member of the Purchaser Group shall where permitted by the terms on which it such member has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Aeglea and its Subsidiaries Seller and allow Aeglea and its Subsidiaries the Seller Group from and after the Closing to have full enjoyment and use of such asset and Aeglea and its Subsidiaries Seller shall bear all burdens relating to such asset. If, following the Closing, any right, property or asset forming part of the Acquired Assets Business is found to have been retained by Aeglea Seller or any other member of the Seller Group in error, either directly or indirectlyindirectly (including pursuant to Pre-Closing Reorganization), Aeglea Seller shall (i) transfer, or shall cause the other members of the Seller Group to transfer, at no cost to ImmedicaPurchaser, such right, property or asset (and any related Liability) as soon as practicable to Immedica Purchaser or an Affiliate of Purchaser (including a member of the Alkali Group) indicated by Purchaser and (ii) prior to such transfer, ensure that Aeglea the member of the Seller Group shall where permitted by the terms on which Aeglea or its applicable Affiliate such member has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Immedica Purchaser and allow Immedica the Purchaser Group from and after the Closing to have full enjoyment and use of such asset and Immedica Purchaser shall bear all burdens relating to such asset. For the avoidance of doubt, the Parties understand and agree that (x) the Excluded Assets are not intended to, and shall not, be transferred to Immedica Purchaser or any of its Affiliates (including, after the Closing, the members of the Alkali Group) and Aeglea the Seller Group shall retain such rights, properties and assets, and (y) the Acquired Assets are intended to, and shall, be transferred to Immedica and Immedica shall acquire such rights, properties and assets.

Misallocated Assets. If, following the Closing, any right, property or asset not forming part of the Acquired Assets Business is found to have been transferred to Immedica Purchaser in error, either directly or indirectly, Immedica Purchaser shall (ai) transfer transfer, or shall cause its Affiliates (including, after the Closing, the members of the Alkali Group) to transfer, at no cost to AegleaSeller or the other members of the Seller Group, such right, property or asset (and any related Liability) as soon as practicable to one or more members of Aeglea and its Subsidiaries designated the Seller Group indicated by Aeglea Seller and (bii) prior to such transfer, ensure that Immedica shall, the member of the Purchaser Group shall where permitted by the terms on which it such member has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Aeglea and its Subsidiaries Seller and allow Aeglea and its Subsidiaries the Seller Group from and after the Closing to have full enjoyment and use of such asset and Aeglea and its Subsidiaries Seller shall bear all burdens relating to such asset. If, following the Closing, any right, property or asset forming part of the Acquired Assets Business is found to have been retained by Aeglea Seller or any other member of the Seller Group in error, either directly or indirectly, Aeglea Seller shall (i) transfer, or shall cause the other members of the Seller Group to transfer, at no cost to ImmedicaPurchaser, such right, property or asset (and any related Liability) as soon as practicable to Immedica Purchaser or an Affiliate of Purchaser (including a member of the Alkali Group) indicated by Purchaser and (ii) prior to such transfer, ensure that Aeglea the member of the Seller Group shall where permitted by the terms on which Aeglea or its applicable Affiliate such member has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Immedica Purchaser and allow Immedica the Purchaser from and after the Closing to have full enjoyment and use of such asset and Immedica Purchaser shall bear all burdens relating to such asset. For the avoidance of doubt, the Parties understand and agree that (x) the Excluded Assets are not intended to, and shall not, be transferred to Immedica and Aeglea shall retain such rights, properties and assets, and (y) the Acquired Assets are intended to, and shall, be transferred to Immedica and Immedica shall acquire such rights, properties and assets.

Misallocated Assets. 17.1 If, following the Closingwithin two (2) years after Completion, any rightproperty, property right or asset which was not predominantly (in the case of any property, right or asset excluding Intellectual Property) or exclusively (in the case of any property, right or asset including Intellectual Property) used by or relating to, or forming part of of, the Acquired Assets Business before Completion is found to have been transferred to Immedica in errorthe Purchaser or a Relevant Purchaser or a Group Company, either directly the Purchaser shall transfer, or indirectlyprocure that the relevant Group Company or Relevant Purchaser shall transfer, Immedica and the Seller shall (a) transfer accept, at no cost to Aegleaand free from any Encumbrance created by the Purchaser’s Group after Completion, such rightproperty, property right or asset (and any related Liability) as soon as practicable to one the transferor or more another member of Aeglea and its Subsidiaries designated by Aeglea and (b) prior to such transfer, ensure that Immedica shall, where permitted the Seller’s Group nominated by the terms on which it has the Seller, and pending such transfer shall hold any such property, right to such asset, hold the or asset (including any benefit attributed to or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of derived from it, as agent ) on trust on behalf of and trustee for Aeglea and its Subsidiaries and allow Aeglea and its Subsidiaries from and after the Closing to have full enjoyment and use benefit of the relevant member of the Seller’s Group absolutely until the time that such asset and Aeglea and its Subsidiaries shall bear all burdens relating to such asset. transfer becomes effective. 17.2 If, following the Closingwithin three (3) years after Completion, any rightproperty, property right or asset which was predominantly (in the case of any property, right or asset excluding Intellectual Property) or exclusively (in the case of any property, right or asset including Intellectual Property) used by, or forming part of of, the Acquired Assets Business before Completion is found to have been retained by Aeglea in error, either the Seller’s Group (whether directly or indirectly), Aeglea the Seller shall (i) transfer, or procure that the relevant member of the Seller’s Group shall transfer, at no cost to Immedicaand free from any Encumbrance, such rightproperty, property right or asset (and any related Liability) as soon as practicable to Immedica and (ii) prior to the Purchaser or such transferother Group Company or Relevant Purchaser, ensure that Aeglea shall where permitted as may be nominated by the terms on which Aeglea Purchaser, and pending such transfer shall hold any such property, right or its applicable Affiliate has the right to such asset, hold the asset (including any benefit attributed to or part thereof)derived from it) on trust on behalf of and for the benefit of the Purchaser or relevant Group Company or Relevant Purchaser absolutely until the time that such transfer becomes effective. 17.3 If a member of either the Seller’s Group or the Purchaser’s Group discovers within three (3) years after Completion that a member of the Purchaser’s Group owns (including in accordance with Clause 17.2) any Retained Intellectual Property, and any monies, goods or other benefits arising after the Closing by virtue of itPurchaser shall, as agent soon as practicable after receipt of and trustee for Immedica and allow Immedica from and after a notice to that effect containing details of the Closing to have full enjoyment and use Retained Intellectual Property concerned, procure the assignment of such asset and Immedica shall bear all burdens relating Retained Intellectual Property by such other relevant member of the Purchaser’s Group to such asset. a member of the Seller’s Group designated by the Seller. 17.4 For the avoidance of doubt, any Tax cost arising in connection with any transfer or assignment made pursuant to any of Clauses 17.1 to 17.3 above shall be borne solely by the Parties understand and agree that (x) the Excluded Assets are not intended to, and shall not, be transferred to Immedica and Aeglea shall retain such rights, properties and assets, and (y) the Acquired Assets are intended to, and shall, be transferred to Immedica and Immedica shall acquire such rights, properties and assetsSeller.

Misallocated Assets. (a) If, for a period of five (5) years following the Closing, Arena becomes aware that any right, property or asset not forming part of the Acquired Assets is found to Product Asset which should have been licensed or transferred to Immedica in errorto, either directly or indirectlyany Assumed Liability (whether arising prior to, Immedica shall (a) transfer at no cost to Aeglea, such right, property or asset (and any related Liability) as soon as practicable to one or more of Aeglea and its Subsidiaries designated by Aeglea and (b) prior to such transfer, ensure that Immedica shall, where permitted by the terms on which it has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Aeglea and its Subsidiaries and allow Aeglea and its Subsidiaries from and after the Closing to have full enjoyment and use of such asset and Aeglea and its Subsidiaries shall bear all burdens relating to such asset. If, following the Closing, any right, property or asset forming part of the Acquired Assets is found to ) which should have been retained assumed by, UT pursuant to the terms of this Agreement was not licensed or transferred to or assumed by Aeglea in errorUT as contemplated by this Agreement and Arena continues to possess and control such Product Asset, either directly or indirectly, Aeglea shall then (i) Arena shall promptly license or transfer or cause its Affiliates to license or transfer, at no cost to Immedicaas applicable, such rightProduct Asset to UT, property or asset (and any related Liability) as soon as practicable to Immedica and (ii) prior UT shall promptly assume or cause its Affiliates to assume such transferAssumed Liability, ensure in each case for no consideration and at Arena’s expense. (b) UT acknowledges that Aeglea Arena and its Affiliates may (but are not obligated to) retain certain Contracts (other than Assumed Contracts) that may provide Arena or an Arena Affiliate with rights relating to the Product Operations (“Arena Retained Rights”). For a period of five years after the Closing, as reasonably requested by UT in writing, Arena and its Affiliates shall where permitted by the terms on which Aeglea use their reasonable efforts to enforce or its applicable Affiliate has exercise, or give UT the right to such assetenforce or exercise, hold the asset (Arena Retained Rights with respect to third party confidentiality or part thereof)trade secret obligations, and any monies, goods obligations to assign to Arena or its Affiliates intellectual property rights that would be Product IP or third party rights or obligations relating to the publication of clinical trial or other benefits arising after the Closing by virtue of it, as agent of and trustee for Immedica and allow Immedica from and after the Closing to have full enjoyment and use of such asset and Immedica shall bear all burdens data relating to such assetProduct Assets for the benefit of UT. UT shall reimburse Arena for its reasonable out-of-pocket costs incurred pursuant to this Section 1.8(b). For the avoidance of doubt, nothing in this Section 1.8(b) shall change the Parties understand and agree that scope of Excluded Assets. (xc) the Nothing in this Section 1.8 shall require Arena to preserve or retain any right of, benefits to, or value of, any Excluded Assets are not intended or any misallocated Product Assets after the Closing, and no failure to preserve or retain such right of, benefits to, and or value of, any such Excluded Assets or misallocated Product Assets shall not, be transferred to Immedica and Aeglea shall retain such rights, properties and assets, and (y) the Acquired Assets are intended to, and shall, be transferred to Immedica and Immedica shall acquire such rights, properties and assetsconstitute a breach for all purposes of this Agreement.

Misallocated Assets. If, following (i) If at any time after the Distribution Closing and prior to the Closing, EchoStar or any rightof its Subsidiaries (not including, property after the Distribution Closing, Newco or asset any of its Subsidiaries) shall receive or otherwise possess any Asset that should belong to Newco or its Subsidiaries pursuant to this Agreement or any other Transaction Document, EchoStar shall, except to the extent the Asset is not forming part of the Acquired Assets is found transferable as provided in Section 1.8(a), promptly notify and transfer, or cause to have been transferred to Immedica in error, either directly or indirectly, Immedica shall (a) transfer at no cost to Aegleabe transferred, such right, property asset to Newco or asset its Subsidiaries. (ii) If at any time after the Distribution Closing and any related Liability) as soon as practicable to one or more of Aeglea and its Subsidiaries designated by Aeglea and (b) prior to such transferthe Closing, ensure that Immedica shall, where permitted by the terms on which it has the right to such asset, hold the asset (Newco or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Aeglea and its Subsidiaries and allow Aeglea and its Subsidiaries from and after the Closing to have full enjoyment and use of such asset and Aeglea and its Subsidiaries shall bear all burdens relating receive or otherwise possess any Asset that should belong to EchoStar or its Subsidiaries (not including, after the Distribution Closing, Newco or any of its Subsidiaries) pursuant to this Agreement or any other Transaction Document, Newco shall, except to the extent the Asset is not transferable as provided in Section 1.8(a), promptly notify and transfer, or cause to be transferred, such asset. If, following asset to EchoStar or its Subsidiaries. (iii) If at any time after the Closing, EchoStar or any rightof its Subsidiaries (not including, property after the Distribution Closing, Newco or asset forming part any of its Subsidiaries) shall receive or otherwise possess any Asset that should belong to DISH, Newco or any of their respective Subsidiaries pursuant to this Agreement or any other Transaction Document, EchoStar shall, except to the Acquired Assets extent the Asset is found to have been retained by Aeglea not transferable as provided in errorSection 1.8(a), either directly or indirectly, Aeglea shall (i) promptly notify and transfer, at no cost or cause to Immedicabe transferred, such rightasset to DISH, property Newco or asset any of their respective Subsidiaries. (iv) If at any time after the Closing, DISH or any of its Subsidiaries (including, after the Closing, Newco and its Subsidiaries) shall receive or otherwise possess any related Liability) Asset that should belong to EchoStar or any of its Subsidiaries pursuant to this Agreement or any other Transaction Document, DISH and/or Newco shall, except to the extent the Asset is not transferable as soon as practicable to Immedica provided in Section 1.8(a), promptly notify and (ii) prior to such transfer, ensure that Aeglea shall where permitted by the terms on which Aeglea or cause to be transferred, such asset to EchoStar or its applicable Affiliate has Subsidiaries. (v) Prior to any such transfer of Assets pursuant to this Section 1.7, the right EchoStar Parties and the DISH Parties agree that the Person receiving or possessing such Asset shall hold such Asset in trust for the Person to whom such asset, hold the asset (Asset should rightfully belong pursuant to this Agreement or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Immedica and allow Immedica from and after the Closing to have full enjoyment and use of such asset and Immedica shall bear all burdens relating to such assetTransaction Document. For the avoidance of doubt, the Parties understand and agree that Assets received or held by such Person in trust shall not be considered to be Assets of such Person for purposes of such Person’s Indebtedness (xincluding with respect to any restrictive covenants thereunder) the Excluded and such Person shall not be deemed to have obtained any legal or equitable title to such Assets are not intended to, for purposes of such Person’s Indebtedness (including with respect to any restrictive covenants thereunder). (vi) Each Party hereto shall cooperate with each other Party hereto and shall not, be transferred set up procedures and notifications as are reasonably necessary or advisable to Immedica and Aeglea shall retain such rights, properties and assets, and (y) effectuate the Acquired Assets are intended to, and shall, be transferred to Immedica and Immedica shall acquire such rights, properties and assetstransfers contemplated by this Section 1.7.

Misallocated Assets. If, following the Closing, any right, property or asset not forming part of the Acquired Assets Business is found to have been transferred to Immedica Purchaser in error, either directly or indirectly, Immedica Purchaser shall (ai) transfer transfer, or shall cause its Affiliates to transfer, at no cost to Aegleathe Sellers, such right, property or asset (and any related Liability) as soon as practicable to one or more of Aeglea and its Subsidiaries designated the Sellers as indicated by Aeglea the Company and (bii) prior to such transfer, ensure that Immedica shall, where permitted by the terms on which it the Purchaser has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Aeglea and its Subsidiaries the Sellers and allow Aeglea and its Subsidiaries the Sellers from and after the Closing to have full enjoyment and use of such asset and Aeglea and its Subsidiaries Seller shall bear all burdens relating to such asset. If, following the Closing, any right, property or asset forming part of the Acquired Assets Business (other than any Excluded Asset) is found to have been retained by Aeglea the Sellers in error, either directly or indirectly, Aeglea the Company shall (i) transfer, or shall cause the other Sellers to transfer, at no cost to ImmedicaPurchaser, such right, property or asset (and any related Liability) as soon as practicable to Immedica Purchaser and (ii) prior to such transfer, ensure that Aeglea the applicable Seller shall where permitted by the terms on which Aeglea or its applicable Affiliate such Seller has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Immedica Purchaser and allow Immedica the Purchaser from and after the Closing to have full enjoyment and use of such asset and Immedica Purchaser shall bear all burdens relating to such asset. For the avoidance of doubt, the Parties understand and agree that (x) the Excluded Assets are not intended to, and shall not, be transferred to Immedica Purchaser or any of its Affiliates and Aeglea the Sellers shall retain such rights, properties and assets, and (y) the Acquired Assets are intended to, and shall, be transferred to Immedica and Immedica shall acquire such rights, properties and assets.

Misallocated Assets. If, following (a) If at any time after the Closing, any right, property or asset not forming part of the Acquired Assets Schlumberger Parties or any of their respective Subsidiaries (i) receives or otherwise possesses any asset that should have properly been classified as a Transferred Asset pursuant to Section 1.4(a) or (ii) is found liable under or otherwise responsible for discharging a Liability that should have properly been classified as an Assumed Liability pursuant to have been transferred Section 1.5(a), (A) (1) Schlumberger US or its Affiliates, as applicable, shall use reasonable best efforts to Immedica in errorpromptly transfer, either directly or indirectly, Immedica shall (a) transfer at no cost cause to Aegleabe transferred, such rightasset to US Buyer or its designated Subsidiaries (which, property as of the Closing, shall include the Schlumberger US Targets and their respective Subsidiaries) and (2) Schlumberger Canada or its Affiliates, as applicable, (x) shall hold such asset in trust for the use and benefit and burden of the Person entitled thereto (and any related Liabilityat such Person’s sole expense) until the consummation of the transfer thereof and (y) shall use reasonable best efforts to promptly transfer, or cause to be transferred, such asset to Canadian Buyer or its designated Subsidiaries (which, as soon as practicable to one or more of Aeglea the Closing, shall include Schlumberger Canada Target and its Subsidiaries designated by Aeglea respective Subsidiaries), as applicable, and in each case subject to Section 1.7, or (B) US Buyer or Canadian Buyer, as applicable, shall cause the applicable Target Company to promptly assume such Liabilities from Schlumberger US, Schlumberger Canada or their respective Subsidiaries, as applicable, as the case may be. (b) prior to such transfer, ensure that Immedica shall, where permitted by the terms on which it has the right to such asset, hold the asset (or part thereof), and If at any monies, goods or other benefits arising time after the Closing by virtue of it, as agent of and trustee for Aeglea and its Subsidiaries and allow Aeglea and its Subsidiaries from and after the Closing to have full enjoyment and use of such asset and Aeglea and its Subsidiaries shall bear all burdens relating to such asset. If, following the Closing, US Buyer, Canadian Buyer or any rightof their respective Affiliates (which, property or asset forming part as of the Acquired Assets is found to have been retained by Aeglea in errorClosing, either directly or indirectly, Aeglea shall include each of the Target Companies and their respective Subsidiaries) (i) transfer, at no cost receives or otherwise possesses any asset that should have properly been classified as a Retained Asset pursuant to Immedica, such right, property Section 1.4(c) or asset (and any related Liability) as soon as practicable to Immedica and (ii) prior is liable under or otherwise responsible for discharging a Liability that should have properly been classified as a Retained Liability pursuant to Section 1.5(b), (A) US Buyer, Canadian Buyer or one of their applicable Affiliates, as applicable, (1) shall hold such asset in trust for the use and benefit and burden of the Person entitled thereto (and at such Person’s sole expense) until the consummation of the transfer thereof and (2) shall use reasonable best efforts to promptly transfer, ensure that Aeglea or cause to be transferred, such asset to Schlumberger US, Schlumberger Canada or one of their respective Subsidiaries, as applicable, or (B) Schlumberger US, Schlumberger Canada or one of their respective Subsidiaries, as applicable, shall where permitted by the terms on which Aeglea use reasonable best efforts to promptly assume such Liabilities from US Buyer, Canadian Buyer or its applicable Affiliate has the right to such assetone of their respective Subsidiaries, hold the asset (or part thereof)as applicable, and in each case subject to Section 1.7. (c) Each Party shall cooperate with each other Party, including by using reasonable best efforts to execute, acknowledge and deliver any moniesfurther conveyances, goods or notices, assumptions, releases and acquaintances and such other benefits arising after the Closing instruments, and by virtue of ittaking such further actions, as agent of and trustee for Immedica and allow Immedica from and after may be reasonably necessary or appropriate to effect the Closing to have full enjoyment and use of such asset and Immedica shall bear all burdens relating to such asset. transfers contemplated by this Section 1.6. (d) For the avoidance of doubt, the Parties understand transfer or assumption of any assets or Liabilities under this Section 1.6 shall be effected without any additional consideration payable by any Party. (e) For U.S. and agree that Canadian federal and applicable state, provincial and local income Tax purposes: (xi) the Excluded Assets are not intended toAny asset transferred to US Buyer, Canadian Buyer or any of their designated Subsidiaries, as applicable, and any Liability assumed by a Target Company, in each case, pursuant to Section 1.6(a) shall be treated as having been so transferred or assumed, as applicable, and shall notbe deemed to have been a Transferred Asset or an Assumed Liability, as applicable, in each case, from and after the Closing. (ii) Any asset transferred back to Schlumberger US, Schlumberger Canada or one of their respective Subsidiaries, as applicable, and any Liability assumed by Schlumberger US, Schlumberger Canada or one of their respective Subsidiaries, as applicable, in each case, pursuant to Section 1.6(b) shall be treated as never having been transferred to Immedica and Aeglea shall retain such rightsor assumed by, properties and assetsas applicable, any Liberty Party, and (y) shall be deemed to have been a Retained Asset or a Retained Liability, as applicable, from and after the Acquired Assets are intended to, and shall, be transferred to Immedica and Immedica shall acquire such rights, properties and assetsClosing.

Misallocated Assets. If, following (i) If at any time after the Distribution Closing and prior to the Closing, EchoStar or any rightof its Subsidiaries (not including, property after the Distribution Closing, Newco or asset any of its Subsidiaries) shall receive or otherwise possess any Asset that should belong to Newco or its Subsidiaries pursuant to this Agreement or any other Transaction Document, EchoStar shall, except to the extent the Asset is not forming part of the Acquired Assets is found transferable as provided in ‎Section 1.8(a), promptly notify and transfer, or cause to have been transferred to Immedica in error, either directly or indirectly, Immedica shall (a) transfer at no cost to Aegleabe transferred, such right, property asset to Newco or asset its Subsidiaries. (ii) If at any time after the Distribution Closing and any related Liability) as soon as practicable to one or more of Aeglea and its Subsidiaries designated by Aeglea and (b) prior to such transferthe Closing, ensure that Immedica shall, where permitted by the terms on which it has the right to such asset, hold the asset (Newco or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Aeglea and its Subsidiaries and allow Aeglea and its Subsidiaries from and after the Closing to have full enjoyment and use of such asset and Aeglea and its Subsidiaries shall bear all burdens relating receive or otherwise possess any Asset that should belong to EchoStar or its Subsidiaries (not including, after the Distribution Closing, Newco or any of its Subsidiaries) pursuant to this Agreement or any other Transaction Document, Newco shall, except to the extent the Asset is not transferable as provided in ‎Section 1.8(a), promptly notify and transfer, or cause to be transferred, such asset. If, following asset to EchoStar or its Subsidiaries. (iii) If at any time after the Closing, EchoStar or any rightof its Subsidiaries (not including, property after the Distribution Closing, Newco or asset forming part any of its Subsidiaries) shall receive or otherwise possess any Asset that should belong to DISH, Newco or any of their respective Subsidiaries pursuant to this Agreement or any other Transaction Document, EchoStar shall, except to the Acquired Assets extent the Asset is found to have been retained by Aeglea not transferable as provided in error‎Section 1.8(a), either directly or indirectly, Aeglea shall (i) promptly notify and transfer, at no cost or cause to Immedicabe transferred, such rightasset to DISH, property Newco or asset any of their respective Subsidiaries. (iv) If at any time after the Closing, DISH or any of its Subsidiaries (including, after the Closing, Newco and its Subsidiaries) shall receive or otherwise possess any related Liability) Asset that should belong to EchoStar or any of its Subsidiaries pursuant to this Agreement or any other Transaction Document, DISH and/or Newco shall, except to the extent the Asset is not transferable as soon as practicable to Immedica provided in ‎Section 1.8(a), promptly notify and (ii) prior to such transfer, ensure that Aeglea shall where permitted by the terms on which Aeglea or cause to be transferred, such asset to EchoStar or its applicable Affiliate has Subsidiaries. (v) Prior to any such transfer of Assets pursuant to this ‎Section 1.7, the right EchoStar Parties and the DISH Parties agree that the Person receiving or possessing such Asset shall hold such Asset in trust for the Person to whom such asset, hold the asset (Asset should rightfully belong pursuant to this Agreement or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Immedica and allow Immedica from and after the Closing to have full enjoyment and use of such asset and Immedica shall bear all burdens relating to such assetTransaction Document. For the avoidance of doubt, the Parties understand and agree that Assets received or held by such Person in trust shall not be considered to be Assets of such Person for purposes of such Person’s Indebtedness (xincluding with respect to any restrictive covenants thereunder) the Excluded and such Person shall not be deemed to have obtained any legal or equitable title to such Assets are not intended to, for purposes of such Person’s Indebtedness (including with respect to any restrictive covenants thereunder). (vi) Each Party hereto shall cooperate with each other Party hereto and shall not, be transferred set up procedures and notifications as are reasonably necessary or advisable to Immedica and Aeglea shall retain such rights, properties and assets, and (y) effectuate the Acquired Assets are intended to, and shall, be transferred to Immedica and Immedica shall acquire such rights, properties and assetstransfers contemplated by this ‎Section 1.7.

Misallocated Assets. If, following Closing, any Party discovers that Purchaser or any of its Affiliates (including, after the Closing, any Acquired Group Company) owns any right, property or asset not forming part that constituted an Excluded Asset as of the Acquired Assets is found to have Closing Date, or that any right, property or asset that has been transferred by Seller or any other Seller Person to Immedica in errorPurchaser or any of its Affiliates were Excluded Assets as of the Closing Date, either directly or indirectly, Immedica shall (a) transfer at no cost to Aeglea, then any such right, property or asset (shall be deemed to have been held in trust by such Acquired Group Company, Purchaser or their Affiliates following the Closing for the applicable Seller Person, and any related Liability) as soon as practicable to one or more of Aeglea Purchaser shall, and shall cause such Acquired Group Company and its Subsidiaries other Affiliates to, promptly transfer, assign and convey such rights, property or assets to Seller (or any of its Affiliates as designated by Aeglea and (bSeller) prior to such transfer, ensure that Immedica shall, where permitted by the terms on which it has the right to such asset, hold the asset (or part thereof), and without any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Aeglea and its Subsidiaries and allow Aeglea and its Subsidiaries from and after the Closing to have full enjoyment and use of such asset and Aeglea and its Subsidiaries shall bear all burdens relating to such assetconsideration therefor. If, following the Closing, any right, property or asset forming Party discovers that any Transferred Asset was not transferred to Purchaser as part of the Acquired Assets is found consummation of the transactions contemplated by this Agreement, then any such Transferred Asset shall be deemed to have been retained held in trust by Aeglea the Asset Selling Entity or their Affiliate still in errorpossession of such Transferred Asset following the Closing for Purchaser, either directly the applicable Acquired Group Company or indirectlytheir Affiliate and Seller shall, Aeglea and shall (i) cause the applicable Asset Selling Entity to, promptly transfer, at no cost assign and convey such Transferred Asset to ImmedicaPurchaser as directed by Purchaser without additional consideration therefor. Without limitation of the foregoing, such right, property or asset (Purchaser and Seller shall take the actions set forth on Section 5.16 of the Seller Disclosure Schedule with respect to any related Liability) as soon as practicable Excluded Real Property that remains in the possession of any Acquired Group Company following the Closing. Notwithstanding the foregoing and anything to Immedica and (ii) prior to such transfer, ensure that Aeglea shall where permitted by the terms on which Aeglea or its applicable Affiliate has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Immedica and allow Immedica from and after the Closing to have full enjoyment and use of such asset and Immedica shall bear all burdens relating to such asset. For the avoidance of doubtcontrary in this Agreement, the Parties understand and agree that (xi) the Excluded Assets are not intended to, and shall not, be transferred to Immedica Purchaser or any of its Affiliates (including, after the Closing, the Acquired Group Companies) and Aeglea the Seller Persons shall retain such rights, properties and assets, assets and (yii) the Acquired Transferred Assets are not intended to, and shallshall not, be transferred to Immedica retained by Seller or any of its Affiliates (excluding, after the Closing, the Acquired Group Companies) from and Immedica after the Closing and Purchaser or its Affiliates shall acquire obtain such rights, properties and assetsassets at the Closing.

Misallocated Assets. If, following the Closing, any right, property or asset not forming part of the Acquired Assets Business is found to have been transferred to Immedica Buyer in error, either directly 38 or indirectly, Immedica Buyer shall (ai) transfer transfer, or shall cause its Affiliates (including, after the Closing, the Company or its subsidiaries) to transfer, at no cost to AegleaSeller or its Affiliates, such right, property or asset (and any related Liability) as soon as practicable to one Seller or more an Affiliate of Aeglea and its Subsidiaries designated Seller as indicated by Aeglea Seller and (bii) prior to such transfer, ensure that Immedica shall, Buyer or its Affiliate shall where permitted by the terms on which it such Person has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Aeglea Seller and allow the Seller and its Subsidiaries and allow Aeglea and its Subsidiaries Affiliates from and after the Closing to have full enjoyment and use of such asset and Aeglea and its Subsidiaries Seller shall bear all burdens relating to such asset. If, following the Closing, any right, property or asset forming part of the Acquired Assets Business is found to have been retained by Aeglea Seller or any of its Affiliates in error, either directly or indirectly, Aeglea Seller shall (i) transfer, or shall cause its Affiliates to transfer, at no cost to ImmedicaBuyer, such right, property or asset (and any related Liability) as soon as practicable to Immedica Buyer or an Affiliate of Buyer (including the Company and its subsidiaries) indicated by Buyer and (ii) prior to such transfer, ensure that Aeglea Seller or its Affiliate shall where permitted by the terms on which Aeglea or its applicable Affiliate such Person has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Immedica Buyer and allow Immedica Buyer from and after the Closing to have full enjoyment and use of such asset and Immedica Buyer shall bear all burdens relating to such asset. For the avoidance of doubt, the Parties understand and agree that (x) the Excluded Assets are not intended to, and shall not, be transferred to Immedica and Aeglea shall retain such rights, properties and assets, and (y) the Acquired Assets are intended to, and shall, be transferred to Immedica and Immedica shall acquire such rights, properties and assets.

Misallocated Assets. If(a) Subject to Section 5.15, following if, at any time after the Closing, Purchaser or the Purchased Entity, on the one hand, or Seller, on the other hand, is or becomes aware that any rightasset owned or held by the Purchased Entity or any of its Affiliates (other than Purchaser), property or to which the Purchased Entity or any of its Affiliates (other than Purchaser) has title or otherwise a beneficial or other interest therein, is an Excluded Asset or the Purchased Entity or any of its Affiliates is found subject to a Retained Liability, it shall inform the other Party of such fact in writing and (i) the Purchased Entity shall or shall cause its appropriate Subsidiary to, return or transfer and convey (without further consideration) to Seller or the appropriate Affiliate of Seller such Excluded Asset or Retained Liability; (ii) Seller shall, or shall cause its appropriate Affiliate to, assume (without further consideration) such Retained Liability; and (iii) Seller and the Purchased Entity shall, and shall cause their appropriate Affiliates (other than Purchaser in the case of the Purchased Entity) to, (A) if such Excluded Asset or Retained Liability cannot be so returned, transferred or conveyed or directly assumed, enter into such reasonable arrangements (including back-to-back subleasing, sublicensing, subcontracting or other similar arrangements) as shall enable Seller and its applicable Affiliates to enjoy the benefits of the applicable Excluded Asset or the burdens of the applicable Retained Liability as if such conveyance or assumption had occurred as of the Closing and (B) execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect the transfer of such Excluded Asset or Retained Liability back to Seller or its appropriate Affiliate, in each case such that each Party is put into the same economic position as if such action had been taken on or prior to the Closing Date. In the event an Excluded Asset or Retained Liability is distributed or otherwise transferred from the Purchased Entity or any of its Subsidiaries to Purchaser, Purchaser shall be bound with respect to such Excluded Asset or Retained Liability as if it were the Purchased Entity for purposes of this Section 5.17(a). (b) Subject to Section 5.15, if, at any time after the Closing, Purchaser or the Purchased Entity, on the one hand, or Seller, on the other hand, is or becomes aware that any asset owned or held by Seller or any of its Affiliates, or to which Seller or any of its Affiliates has title or otherwise a beneficial or other interest therein, is a Transferred Asset or Seller or any of its Affiliates is found to be subject to an Assumed Liability, it shall inform the other Party of such fact in writing and (i) Seller shall return or transfer and convey (without further consideration) to the Purchased Entity or the appropriate Subsidiary of the Purchased Entity such Transferred Asset or Assumed Liability; (ii) the Purchased Entity shall, or shall cause its appropriate Subsidiary to, assume (without further consideration) such Assumed Liability; and (iii) Seller and the Purchased Entity shall, and shall cause their appropriate Affiliates (other than Purchaser in the case of the Purchased Entity) to, (A) if such Transferred Asset or Assumed Liability cannot forming be so returned, transferred or conveyed or directly assumed, enter into such reasonable arrangements (including back-to-back subleasing, sublicensing, subcontracting or other similar arrangements) as shall enable the Purchased Entity to enjoy the benefits of the applicable Transferred Asset or the burdens of the applicable Assumed Liability as if such conveyance or assumption had occurred as of the Closing and (B) execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect the transfer of such Transferred Asset or Assumed Liability back to the Purchased Entity or its appropriate Subsidiary, in each case such that each Party is put into the same economic position as if such action had been taken on or prior to the Closing Date. (c) Without limiting the foregoing, and subject to Section 5.15, if, at any time after the Closing: (i) Purchaser or the Purchased Entity, on the one hand, or Seller, on the other hand, is or becomes aware that any Patent, Internet Property or Trademark that is primarily used (or held for use) for, was primarily developed for, or is primarily related to any Retained Businesses, but was included on Section 1.1(k)(v) of the Seller Disclosure Schedules (“Misallocated Retained Business IP”), and, within the twelve (12) months following Closing, informs the other Party of such fact in writing, then, subject to such other Party’s agreement in writing (such agreement not to be unreasonably withheld, conditioned or delayed) that such Patent, Internet Property or Trademark does constitute Misallocated Retained Business IP, such Misallocated Retained Business IP shall thereafter be deemed an Excluded Asset and subject to the terms of this Agreement accordingly (including in accordance with Sections 5.10 and 5.17(a)); or (ii) any Patent, Internet Property or Trademark that is, as of the Closing, owned by Seller or any of its Subsidiaries and is primarily used (or held for use) for, was primarily developed for, or is primarily related to the Business, but was not included on Section 1.1(k)(v)) of the Seller Disclosure Schedules (“Misallocated Business IP”), and, within the twelve (12) months following Closing, informs the other Party of such fact in writing, then, subject to such other Party’s agreement in writing (acting reasonably and in good faith) that such Patent, Internet Property or Trademark does constitute Misallocated Business IP, such Misallocated Business IP shall thereafter be deemed part of the Acquired Assets is found Business Intellectual Property and subject to have been transferred to Immedica in error, either directly or indirectly, Immedica shall (a) transfer at no cost to Aeglea, such right, property or asset (and any related Liability) as soon as practicable to one or more of Aeglea and its Subsidiaries designated by Aeglea and (b) prior to such transfer, ensure that Immedica shall, where permitted by the terms on which it has the right to such asset, hold the asset of this Agreement accordingly (or part thereofincluding in accordance with Section 5.10 and 5.17(b), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Aeglea and its Subsidiaries and allow Aeglea and its Subsidiaries from and after the Closing to have full enjoyment and use of such asset and Aeglea and its Subsidiaries shall bear all burdens relating to such asset. If, following the Closing, any right, property or asset forming part of the Acquired Assets is found to have been retained by Aeglea in error, either directly or indirectly, Aeglea shall (i) transfer, at no cost to Immedica, such right, property or asset (and any related Liability) as soon as practicable to Immedica and (ii) prior to such transfer, ensure that Aeglea shall where permitted by the terms on which Aeglea or its applicable Affiliate has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Immedica and allow Immedica from and after the Closing to have full enjoyment and use of such asset and Immedica shall bear all burdens relating to such asset. For the avoidance of doubt, the Parties understand and agree that (x) the Excluded Assets are not intended to, and shall not, be transferred to Immedica and Aeglea shall retain such rights, properties and assets, and (y) the Acquired Assets are intended to, and shall, be transferred to Immedica and Immedica shall acquire such rights, properties and assets.

Misallocated Assets. If(a) Prior to the Closing and until such time as the following assignments, following amendments or separations are obtained, the Corix Parties shall use commercially reasonable efforts to take such actions as may be reasonably necessary to assign, amend or separate any contracts to which a Contributed Corix Entity is a party that relate to the Excluded Business (the “Excluded Business Contracts”) to, effective (or retroactive) upon the Closing, any right(i) remove each Contributed Corix Entity as a party thereto, property and to assign or asset not forming part amend to Remainco or its transferee the rights and obligations of the Acquired Assets is found applicable Contributed Corix Entity under such Excluded Business Contract, or (ii) to have been transferred the extent such Excluded Business Contract relates both to Immedica in errorthe Excluded Business and the Corix Water Business, either directly otherwise separate the applicable Excluded Business Contract such that the rights and obligations pertaining to the Corix Water Business are held by a Contributed Corix Entity and the rights and obligations pertaining to the Excluded Business are held by Remainco or indirectlyits transferee (or its Affiliates). In the event the counterparties to any Excluded Business Contract do not consent or agree to such assignment, Immedica shall (a) transfer amendment or separation at no cost to Aeglea, such right, property or asset (and any related Liability) as soon as practicable to one or more of Aeglea and its Subsidiaries designated by Aeglea and (b) prior to such transferthe Closing, ensure that Immedica shallor any Contributed Corix Entity remains party to any Excluded Business Contract for any other reason, where permitted by the terms on which it has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising from all times after the Closing by virtue (x) CIUS and each of itContributed Corix Entities that are a party to such Excluded Business Contract shall continue to perform and discharge their respective obligations under such Excluded Business Contract and (y) without the prior consent of the Corix Parties (such consent not to be unreasonably withheld, as agent of and trustee for Aeglea delayed or conditioned), CIUS and its Subsidiaries and allow Aeglea and Affiliates shall take no action (or fail to take any action) under, or in connection with, such Excluded Business Contract if such action (or failure to take any action) would reasonably be expected to result in any costs, expenses, other liability to, or additional obligation of, Remainco or its Subsidiaries from and after the Closing to have full enjoyment and use of such asset and Aeglea and transferee or its Subsidiaries shall bear all burdens relating Affiliates that are a party to such assetExcluded Business Contract. IfThe SWWC Parties shall, following and shall cause their Affiliates to, cooperate with the Closing, any right, property or asset forming part of the Acquired Assets is found to have been retained by Aeglea in error, either directly or indirectly, Aeglea shall (i) transfer, at no cost to Immedica, such right, property or asset (Corix Parties and any related Liability) as soon as practicable to Immedica and (ii) prior to such transfer, ensure that Aeglea shall where permitted by the terms on which Aeglea Remainco or its applicable Affiliate has transferee with respect to obtaining the right to such asset, hold the asset (or part thereofassignments and amendments contemplated by this Section 7.9(a), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Immedica and allow Immedica from and after the Closing to have full enjoyment and use of such asset and Immedica shall bear all burdens relating to such asset. For the avoidance of doubt, the proviso in Section 7.2(e)(y) shall apply to the Corix Parties’ (and their respective Subsidiaries’) obligations under this Section 7.9(a). (b) Prior to the Closing and until such time as the following assignments, amendments or separations are obtained, the Corix Parties understand and the Contributed Corix Entities shall use commercially reasonable efforts to take such actions as may be reasonably necessary to assign, amend or separate any Contracts to which Corix or an Affiliate thereof other than a Contributed Corix Entity is a party that comprise the Contributed Corix Water Assets (the “Contributed Corix Water Contracts”) to, effective (or retroactive) upon the Closing, (i) remove Corix (and any Affiliate thereof other than a Contributed Corix Entity) as a party thereto, and to assign or amend to a Contributed Corix Entity the rights and obligations of Corix (and any Affiliate thereof other than a Contributed Corix Entity) under such Contributed Corix Water Contract, or (ii) to the extent such Contributed Corix Water Contract relates both to the Excluded Business and the Corix Water Business, otherwise separate the applicable Contributed Corix Water Contract such that the rights and obligations pertaining to the Corix Water Business are held by a Contributed Corix Entity and the rights and obligations pertaining to the Excluded Business are held by Corix or Remainco or its transferee (or its Affiliates other than any Contributed Corix Entity). In the event the counterparties to any Contributed Corix Water Contract do not consent or agree that to such assignment, amendment or separation at or prior to the Closing, or Corix or any of its Affiliates other than any Contributed Corix Entity remains party to any Contributed Corix Water Contract for any other reason, from all times after the Closing (x) the Excluded Assets Corix and each of its Affiliates other than any Contributed Corix Entities that are not intended to, a party to such Contributed Corix Water Contract shall continue to perform and shall not, be transferred to Immedica and Aeglea shall retain discharge their respective obligations under such rights, properties and assets, Contributed Corix Water Contract and (y) without the Acquired Assets are intended prior consent of CIUS (such consent not to be unreasonably withheld, delayed or conditioned), Corix and its Affiliates shall take no action (or fail to take any action) under, or in connection with, such Contributed Corix Water Contract if such action (or failure to take any action) would reasonably be expected to result in any costs, expenses, other liability to, and or additional obligation of, CIUS or its transferee or its Affiliates that are a party to such Contributed Corix Water Contract. The SWWC Parties shall, be transferred and shall cause their Affiliates to, cooperate with the Corix Parties and Remainco or its transferee with respect to Immedica obtaining the assignments and Immedica amendments contemplated by this Section 7.9(b). For the avoidance of doubt, the proviso in Section 7.2(e)(y) shall acquire such rightsapply to the Corix Parties’ (and their respective Subsidiaries’) obligations under this Section 7.9(b). (c) Subject to Section 7.8, properties and assets.following the Closing, in the event that any Party becomes aware that (i) record or beneficial ownership or possession of any asset that is an Excluded Business Asset or Contributed Corix Water Asset has not been contributed, assigned, transferred, conveyed or delivered by the applicable Contributed Corix Entity to Remainco, or by Corix or any of its Affiliates to a Contributed Corix Entity, as applicable, prior to the Closing, or

Misallocated Assets. (a) If, following after the Closing, Buyer or any right, property of its Affiliates is transferred any asset which is ultimately determined to be an Excluded Asset or asset not forming part possesses any Excluded Asset (other than any Licensed Intellectual Property in connection with the exercise of the Acquired Assets licenses granted to Buyer pursuant to Section 5.6(a)), then (i) Buyer shall, or shall cause its Affiliates to, transfer and convey (without further consideration) such Excluded Asset to Seller, and Seller will accept such Excluded Asset; (ii) Seller will assume and agree to pay, perform, fulfill and discharge (without further consideration) any Excluded Liabilities associated with such Excluded Asset as contemplated in Section 2.4; and (iii) Buyer and Seller will promptly execute such documents or instruments of conveyance or assumption and take such further actions which are reasonably necessary or desirable to effect the transfer of such Excluded Asset back to Seller and, until such time, to the extent necessary and applicable, Buyer hereby grants to Seller an irrevocable, perpetual, global, non-exclusive, royalty-free license (with the right to grant sublicenses under multiple tiers) to use such Excluded Asset for any and all purposes until such transfer is found to have been transferred to Immedica in error, either directly or indirectly, Immedica shall (a) transfer at no cost to Aeglea, such right, property or asset (and any related Liability) as soon as practicable to one or more of Aeglea and its Subsidiaries designated by Aeglea and effective. (b) prior If, after the Closing, Seller or any of its Affiliates is transferred any asset which is ultimately determined to such transferbe a Purchased Asset or possesses any Purchased Asset (other than in connection with the performance of Seller’s (or its Affiliates’) obligations under this Agreement (including pursuant to Section 5.7), ensure the Supply Agreement, the Termination Agreement (including pursuant to any terms of the Collaboration Agreement that Immedica survive pursuant to the Termination Agreement) or any other Related Documents, as applicable), then, (i) Seller shall, where permitted by or shall cause its Affiliates to, transfer and convey (without further consideration) such Purchased Asset to Buyer, and Buyer will accept such Purchased Asset, (ii) Buyer will assume and agree to pay, perform, fulfill and discharge (without further consideration) any Assumed Liabilities associated with such Purchased Asset as contemplated in Section 2.3, and (iii) Seller and Buyer will promptly execute such documents or instruments of conveyance or assumption and take such further actions which are reasonably necessary or desirable to effect the terms on which it has transfer of such Purchased Asset to Buyer and, until such time, to the extent necessary and applicable, Seller hereby grants to Buyer an irrevocable, perpetual, global, non-exclusive, royalty-free license (with the right to grant sublicenses under multiple tiers) to use such asset, hold the asset Purchased Asset for any and all purposes until such transfer is effective. (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Aeglea and its Subsidiaries and allow Aeglea and its Subsidiaries from c) From and after the Closing Closing, Seller shall refer all inquiries and other communications (whether written or oral) in respect of any RPGR Product (or the Exploitation thereof) or Purchased Asset to have full enjoyment Buyer and use shall promptly inform Buyer of such asset inquiries and Aeglea and its Subsidiaries communications. At Buyer’s request, Seller shall bear all burdens relating to such asset. If, following the Closing, any right, property or asset forming part of the Acquired Assets is found to have been retained by Aeglea in error, either directly or indirectly, Aeglea shall (i) transferreasonably cooperate with Xxxxx, at no cost Buyer’s reasonable request, to Immedica, facilitate Xxxxx’s communication with such right, property or asset (and any related Liability) as soon as practicable to Immedica and (ii) prior to such transfer, ensure that Aeglea shall where permitted by the terms on which Aeglea or its applicable Affiliate has the right to such asset, hold the asset (or part thereof), and any monies, goods Person’s inquiry or other benefits arising after the Closing by virtue communication in respect of itsuch RPGR Product or Purchased Asset, as agent of and trustee for Immedica and allow Immedica from and after the Closing to have full enjoyment and use of such asset and Immedica shall bear all burdens relating to such assetapplicable. For the avoidance of doubt, the Parties understand and agree that (x) the Excluded Assets are not intended to, and shall not, be transferred to Immedica and Aeglea shall retain such rights, properties and assets, and (y) the Acquired Assets are intended to, and shall, be transferred to Immedica and Immedica shall acquire such rights, properties and assets.​

Misallocated Assets. If(a) Prior to the Closing and until such time as the following assignments, following amendments or separations are obtained, the Corix Parties shall use commercially reasonable efforts to take such actions as may be reasonably necessary to assign, amend or separate any contracts to which a Contributed Corix Entity is a party that relate to the Excluded Business (the Excluded Business Contracts ) to, effective (or retroactive) upon the Closing, any right(i) remove each Contributed Corix Entity as a party thereto, property and to assign or asset not forming part amend to Remainco or its transferee the rights and obligations of the Acquired Assets is found applicable Contributed Corix Entity under such Excluded Business Contract, or (ii) to have been transferred the extent such Excluded Business Contract relates both to Immedica in errorthe Excluded Business and the Corix Water Business, either directly otherwise separate the applicable Excluded Business Contract such that the rights and obligations pertaining to the Corix Water Business are held by a Contributed Corix Entity and the rights and obligations pertaining to the Excluded Business are held by Remainco or indirectlyits transferee (or its Affiliates). In the event the counterparties to any Excluded Business Contract do not consent or agree to such assignment, Immedica shall (a) transfer amendment or separation at no cost to Aeglea, such right, property or asset (and any related Liability) as soon as practicable to one or more of Aeglea and its Subsidiaries designated by Aeglea and (b) prior to such transferthe Closing, ensure that Immedica shallor any Contributed Corix Entity remains party to any Excluded Business Contract for any other reason, where permitted by the terms on which it has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising from all times after the Closing by virtue (x) CIUS and each of itContributed Corix Entities that are a party to such Excluded Business Contract shall continue to perform and discharge their respective obligations under such Excluded Business Contract and (y) without the prior consent of the Corix Parties (such consent not to be unreasonably withheld, as agent of and trustee for Aeglea delayed or conditioned), CIUS and its Subsidiaries and allow Aeglea and Affiliates shall take no action (or fail to take any action) under, or in connection with, such Excluded Business Contract if such action (or failure to take any action) would reasonably be expected to result in any costs, expenses, other liability to, or additional obligation of, Remainco or its Subsidiaries from and after the Closing to have full enjoyment and use of such asset and Aeglea and transferee or its Subsidiaries shall bear all burdens relating Affiliates that are a party to such assetExcluded Business Contract. IfThe SWWC Parties shall, following and shall cause their Affiliates to, cooperate with the Closing, any right, property or asset forming part of the Acquired Assets is found to have been retained by Aeglea in error, either directly or indirectly, Aeglea shall (i) transfer, at no cost to Immedica, such right, property or asset (Corix Parties and any related Liability) as soon as practicable to Immedica and (ii) prior to such transfer, ensure that Aeglea shall where permitted by the terms on which Aeglea Remainco or its applicable Affiliate has transferee with respect to obtaining the right to such asset, hold the asset (or part thereofassignments and amendments contemplated by this Section 7.9(a), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Immedica and allow Immedica from and after the Closing to have full enjoyment and use of such asset and Immedica shall bear all burdens relating to such asset. For the avoidance of doubt, the proviso in Section 7.2(e)(y) shall apply to the Corix Parties understand (and their respective Subsidiaries ) obligations under this Section 7.9(a). (b) Prior to the Closing and until such time as the following assignments, amendments or separations are obtained, the Corix Parties and the Contributed Corix Entities shall use commercially reasonable efforts to take such actions as may be reasonably necessary to assign, amend or separate any Contracts to which Corix or an Affiliate thereof other than a Contributed Corix Entity is a party that comprise the Contributed Corix Water Assets (the Contributed Corix Water Contracts ) to, effective (or retroactive) upon the Closing, (i) remove Corix (and any Affiliate thereof other than a Contributed Corix Entity) as a party thereto, and to assign or amend to a Contributed Corix Entity the rights and obligations of Corix (and any Affiliate thereof other than a Contributed Corix Entity) under such Contributed Corix Water Contract, or (ii) to the extent such Contributed Corix Water Contract relates both to the Excluded Business and the Corix Water Business, otherwise separate the applicable Contributed Corix Water Contract such that the rights and obligations pertaining to the Corix Water Business are held by a Contributed Corix Entity and the rights and obligations pertaining to the Excluded Business are held by Corix or Remainco or its transferee (or its Affiliates other than any Contributed Corix Entity). In the event the counterparties to any Contributed Corix Water Contract do not consent or agree that to such assignment, amendment or separation at or prior to the Closing, or Corix or any of its Affiliates other than any Contributed Corix Entity remains party to any Contributed Corix Water Contract for any other reason, from all times after the Closing (x) the Excluded Assets Corix and each of its Affiliates other than any Contributed Corix Entities that are not intended to, a party to such Contributed Corix Water Contract shall continue to perform and shall not, be transferred to Immedica and Aeglea shall retain discharge their respective obligations under such rights, properties and assets, Contributed Corix Water Contract and (y) without the Acquired Assets are intended prior consent of CIUS (such consent not to be unreasonably withheld, delayed or conditioned), Corix and its Affiliates shall take no action (or fail to take any action) under, or in connection with, such Contributed Corix Water Contract if such action (or failure to take any action) would reasonably be expected to result in any costs, expenses, other liability to, and or additional obligation of, CIUS or its transferee or its Affiliates that are a party to such Contributed Corix Water Contract. The SWWC Parties shall, be transferred and shall cause their Affiliates to, cooperate with the Corix Parties and Remainco or its transferee with respect to Immedica obtaining the assignments and Immedica amendments contemplated by this Section 7.9(b). For the avoidance of doubt, the proviso in Section 7.2(e)(y) shall acquire such rightsapply to the Corix Parties (and their respective Subsidiaries ) obligations under this Section 7.9(b). (c) Subject to Section 7.8, properties and assets.following the Closing, in the event that any Party becomes aware that (i) record or beneficial ownership or possession of any asset that is an Excluded Business Asset or Contributed Corix Water Asset has not been contributed, assigned, transferred, conveyed or delivered by the applicable Contributed Corix Entity to Remainco, or by Corix or any of its Affiliates to a Contributed Corix Entity, as applicable, prior to the Closing, or

Misallocated Assets. If, following the Closing, any right, property or asset not forming part of the Acquired Assets is found to have been transferred to Immedica Spinco in error, either directly or indirectly, Immedica Spinco shall (a) transfer at no cost to AegleaMedi LLC, such right, property or asset (and any related Liability) as soon as practicable to one or more of Aeglea Medi LLC and its Subsidiaries Affiliates designated by Aeglea Medi LLC and (b) prior to such transfer, ensure that Immedica shall, Spinco shall where permitted by the terms on which it has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Aeglea Medi LLC and its Subsidiaries Affiliates and allow Aeglea Medi LLC and its Subsidiaries Affiliates from and after the Closing to have full enjoyment and use of such asset and Aeglea Medi LLC and its Subsidiaries Affiliates shall bear all burdens relating to such asset. If, following the Closing, any right, property or asset forming part of the Acquired Assets is found to have been retained by Aeglea Medi LLC or any of its Affiliates in error, either directly or indirectly, Aeglea Medi LLC shall (i) transfer, or shall cause its Affiliates to transfer, at no cost to ImmedicaSpinco, such right, property or asset (and any related Liability) as soon as practicable to Immedica Spinco and (ii) prior to such transfer, ensure that Aeglea Medi LLC or its applicable Affiliate shall where permitted by the terms on which Aeglea Medi LLC or its applicable Affiliate has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Immedica Spinco and allow Immedica Spinco from and after the Closing to have full enjoyment and use of such asset and Immedica Spinco shall bear all burdens relating to such asset. For the avoidance of doubt, the Parties understand and agree that (x) the Excluded Assets are not intended to, and shall not, be transferred to Immedica Spinco and Aeglea Medi LLC or its applicable Affiliate shall retain such rights, properties and assets, and (y) the Acquired Assets are intended to, and shall, be transferred to Immedica Spinco and Immedica Spinco shall acquire such rights, properties and assets.

Misallocated Assets. (a) If, following at any time after the Closing Date, any asset held by Purchaser or any of its Affiliates is ultimately determined to be an Excluded Asset, (i) Purchaser shall return or transfer and convey (without further consideration) to Seller or the appropriate Affiliate of Seller such Excluded Asset, (ii) Seller and Purchaser shall, and shall cause their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect the transfer of such Excluded Asset back to Seller or its appropriate Affiliate, in each case such that each Party is put into the same economic position as if such action had been taken on or prior to the Closing Date and (iii) except as otherwise required by applicable Law, the Parties shall treat for all applicable Tax purposes such Excluded Asset as not having been transferred to Purchaser at the Closing. (b) Except with respect to Omitted Licensed Patents, which are subject to Section 5.4(b) below, if, at any time after the Closing Date, any rightasset held by Seller or its Affiliates is ultimately determined to be a Purchased Asset, property (i) the holder of such Purchased Asset shall be deemed to be a Seller Entity and execute the Assignment Agreement, (ii) Seller shall return or asset not forming part transfer and convey (without further consideration) to Purchaser such Purchased Asset, (iii) Seller and Purchaser shall, and shall cause their appropriate Affiliates to, execute such documents or instruments of conveyance or assumption and take such further acts as are reasonably necessary or desirable to effect the transfer of such Purchased Asset back to Purchaser, in each case such that each Party is put into the same economic position as if such action had been taken on or prior to the Closing Date and (iv) except as otherwise required by applicable Law, the Parties shall treat for all applicable Tax purposes such Purchased Asset as having been transferred to Purchaser at the Closing. (c) In the event of a breach of the Acquired Assets is found Hybrid Patent Sufficiency Representation or the Retained Invention Representation (in each case, determined as if such representations and warranties were to survive the Closing indefinitely, and disregarding for this purpose the materiality qualifier set forth therein), the Patent owned by Guarantor or its Subsidiaries, the existence of which resulted in such breach (the “Omitted Licensed Patent”), shall be added to, and be deemed to have been transferred to Immedica in erroradded to, either directly or indirectly, Immedica shall (a) transfer at no cost to Aeglea, such right, property or asset (and any related Liability) the list of Listed Licensed Patents as soon as practicable to one or more of Aeglea and its Subsidiaries designated by Aeglea and (b) prior to such transfer, ensure that Immedica shall, where permitted by the terms on which it has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Aeglea and its Subsidiaries and allow Aeglea and its Subsidiaries from and after the Closing to have full enjoyment and use of such asset and Aeglea and its Subsidiaries shall bear all burdens relating to such asset. If, following the Closing, any right, property or asset forming part of the Acquired Assets is found to have been retained by Aeglea in error, either directly or indirectly, Aeglea shall (i) transfer, at no cost to Immedica, such right, property or asset (and any related Liability) as soon as practicable to Immedica and (ii) prior to such transfer, ensure that Aeglea shall where permitted by the terms on which Aeglea or its applicable Affiliate has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Immedica and allow Immedica from and after the Closing to have full enjoyment and use of such asset and Immedica shall bear all burdens relating to such asset. For the avoidance of doubt, the Parties understand and agree that (x) the Excluded Assets are not intended to, and shall not, be transferred to Immedica and Aeglea shall retain such rights, properties and assets, and (y) the Acquired Assets are intended to, and shall, be transferred to Immedica and Immedica shall acquire such rights, properties and assetsDate.

Misallocated Assets. (a) If, following the Closing, any right, property or asset not forming part of included in the Acquired Purchased Assets and not primarily relating to the RLC Ductless Business is found to have been transferred to Immedica Purchaser, any of its Affiliates or the Purchased Companies in error, either directly or indirectlyindirectly (including as a result of the Pre-Closing Reorganization), Immedica Purchaser shall (a) transfer transfer, or shall cause its Affiliates or the Purchased Companies to transfer, at no cost to Aegleaadditional cost, such right, property or asset (and any related Liability) as soon as practicable to one Seller or more any of Aeglea its Affiliates as indicated by Seller (and its Subsidiaries designated by Aeglea the provisions of Section 2.11(b) and (bSection 2.11(c) prior shall apply mutatis mutandis to such transfer, ensure that Immedica shall, where permitted by the terms on which it has the right to such asset, hold the asset (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Aeglea and its Subsidiaries and allow Aeglea and its Subsidiaries from and after the Closing to have full enjoyment and use of such asset and Aeglea and its Subsidiaries shall bear all burdens relating to such asset. If, following the Closing, any right, property or asset forming part of included in the Acquired Purchased Assets or primarily relating to the RLC Ductless Business (other than an Excluded Asset) is found to have been retained by Aeglea Seller or any of its Affiliates in error, either directly or indirectlyindirectly (including as a result of the Pre-Closing Reorganization), Aeglea Seller shall (i) transfer, or shall cause its applicable Affiliates to transfer, at no cost to Immedicaadditional cost, such right, property or asset (and any related Liability) as soon as practicable to Immedica Purchaser or an Affiliate or a Purchased Company as indicated by Purchaser (and the provisions of Section 2.11(b) and Section 2.11(c) shall apply mutatis mutandis to such transfer). For clarity, the foregoing procedures shall not apply to any Registered Intellectual Property, which is covered in Section 5.15(b) below. (b) With respect to Patents (but not any other Registered Intellectual Property), the following procedures apply: (i) Seller shall, on a date no more than fourteen (14) days prior to the Closing Date (and in any event prior to the delivery of the Closing Statement), provide Purchaser with a list and copies of all patent applications (in filed or draft form) that were invented by at least one employee of Seller and its Affiliates that reports into the RLC Ducted Business, as evidenced by Seller’s employee invention records maintained in the ordinary course of business, and which were filed or prepared by Seller or any of its Affiliates after the date of this Agreement, and (ii) prior to such transfer, ensure that Aeglea Purchaser shall where permitted by the terms on which Aeglea or its applicable Affiliate has the right to such asset, hold the asset have six (or part thereof), and any monies, goods or other benefits arising after the Closing by virtue of it, as agent of and trustee for Immedica and allow Immedica from and after 6) months following the Closing to have full enjoyment and use notify Seller in writing of such asset and Immedica shall bear all burdens relating to such asset. For the avoidance of doubt, the Parties understand and agree that (x) any applications disclosed pursuant to clause (i) above, or (y), any patent applications filed or patents issued having an earliest effective filing date before the Excluded Assets are date of this Agreement and not intended toincluded on Section 2.4(d) of the Seller Disclosure Schedules as of the date hereof, in either case, and shall not, be transferred that (1) are owned by Seller or its Affiliates immediately following the Closing (but excluding any Intellectual Property (A) included on the schedules to Immedica and Aeglea shall retain such rights, properties and assetsthe Ducted Patent License Agreement, and (yB) embodied in any products, services, software or components that are sold or provided by the Acquired Assets Retained Business to the RLC Ducted Business in a commercial arrangement as of the Closing Date, which in each case are intended tonot subject to the procedures herein), (2) Purchaser believes in good faith are primarily related to the RLC Ducted Business, and shall(3) were invented by one or more employees of Seller and its Affiliates that reported into the RLC Ducted Business as of the earliest effective filing date of such Patent (collectively, the “Identified Patents”). Purchaser shall aggregate all Identified Patents into a single notice provided to Seller in writing within such six (6) month period and Seller shall have ninety (90) days to review such submission. If Seller can demonstrate, in good faith, that claims of any such Identified Patent or any patent related by priority claim to such Identified Patent (collectively, the “Identified Patent Family”) are material to the Retained Business, then each patent or patent application (as applicable) in such Identified Patent Family will remain owned by Seller or any of its Affiliates (and for clarity, subject to the covenant not to sue in Section 5.9(f)(i)). If there is a good faith dispute between the parties with respect to the demonstration set forth in the prior sentence, such dispute shall be escalated to the Chief Executive Officer of Seller and the Chief Executive Officer of Purchaser for resolution within twenty (20) days of such notice, and each party shall use reasonable efforts to cause the Chief Executive Officers to reach a mutually agreeable resolution during such period. If the Chief Executive Officers of Seller and Purchaser are unable to negotiate a mutually agreeable resolution within such twenty (20)-day period, then such matter shall be finally resolved by arbitration administered by the American Arbitration Association (the “AAA”) pursuant to its Commercial Arbitration Rules and their Expedited Procedures, before a sole arbitrator to be appointed by AAA. If Seller cannot demonstrate the foregoing with respect to any Identified Patent Family, then all patents and patent applications in such Identified Patent Family shall be deemed included on Section 2.4(d) of the Seller Disclosure Schedules and transferred to Immedica Purchaser effective as of the Closing Date, at no additional cost to Purchaser (and Immedica shall acquire such rightsfor clarity, properties and assetssubject to the covenant not to sue in Section 5.9(f)(ii)).