Common use of No Assumed Obligations Clause in Contracts

No Assumed Obligations. Notwithstanding any provision in this Agreement or any other writing to the contrary, Purchaser is purchasing, acquiring and accepting only the Purchased Royalty Payments and is not assuming any liability or obligation of Seller or any of Seller’s Affiliates of whatever nature, whether presently in existence or arising or asserted hereafter, whether known or unknown (including any liability or obligation of Seller under a License Agreement and any payments required to be made to Third Parties). All such liabilities and obligations shall be retained by and remain liabilities and obligations of Seller or its Affiliates, as the case may be (the “Excluded Liabilities and Obligations”).

Appears in 2 contracts

Samples: Royalty Purchase Agreement (Viracta Therapeutics, Inc.), Royalty Purchase Agreement (XOMA Corp)

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No Assumed Obligations. Notwithstanding any provision in this Purchase and Sale Agreement or any other writing to the contrary, the Purchaser is purchasing, acquiring and accepting only the Purchased Royalty Payments Assets and is not assuming any liability or obligation of the Seller or any of the Seller’s Affiliates of whatever nature, whether presently in existence or arising or asserted hereafter, whether known or unknown under the Counterparty License Agreement (including any liability obligation to pay any amounts to, or obligation accept any Set-off by, Counterparty or any of Seller under a License Agreement and Counterparty’s Affiliates), any payments required to be made to Third Parties)Transaction Document or otherwise. All such liabilities and obligations shall be retained by and remain liabilities and obligations of the Seller or its Affiliates, as the case may be Seller’s Affiliates (the “Excluded Liabilities and Obligations”).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Biocryst Pharmaceuticals Inc)

No Assumed Obligations. Notwithstanding any provision in this Agreement or any other writing to the contrary, Purchaser is purchasing, acquiring and accepting only the Purchased Royalty Payments Subject Assets and is not assuming any liability or obligation of Seller or any of Seller’s Affiliates of whatever nature, whether presently in existence or arising or asserted hereafter, whether known or unknown hereafter (including any liability or obligation of Seller under a License Agreement and any payments required to be made to Third PartiesParties under the Applicable Agreements). All such liabilities and obligations shall be retained by and remain liabilities and obligations of Seller or its Affiliates, as the case may be (the “Excluded Liabilities and Obligations”).

Appears in 1 contract

Samples: Royalty Purchase Agreement (XOMA Corp)

No Assumed Obligations. Notwithstanding any provision in this Purchase and Sale Agreement or any other writing to the contrary, the Purchaser is purchasing, acquiring and accepting only the Purchased Royalty Payments Royalties and is not assuming any liability or obligation of the Seller or any of the Seller’s Affiliates of whatever nature, whether presently in existence or arising or asserted hereafter, whether known or unknown (including any liability or obligation of the Seller under a License the Commercialization Agreement and or any payments required to be made to Third Parties)Related Agreement. All such liabilities and obligations shall be retained by by, and remain liabilities and obligations of of, the Seller or its the Seller’s Affiliates, as the case may be (the “Excluded Liabilities and Obligations”).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Atara Biotherapeutics, Inc.)

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No Assumed Obligations. Notwithstanding any provision in this Agreement or any other writing to the contrary, Purchaser is purchasing, acquiring and accepting only the Purchased Royalty Payments Assets and is not assuming any liability or obligation of Seller or any of Seller’s Affiliates of whatever nature, whether presently in existence or arising or asserted hereafter, whether known or unknown hereafter (including any liability or obligation of Seller under a the Vaxcyte License Agreement and Agreement, the Stanford License Agreement, any payments required to be made to Third PartiesRelated Agreement, any New Arrangement or otherwise). All such liabilities and obligations shall be retained by and remain liabilities and obligations of Seller or its Seller’s Affiliates, as the case may be (the “Excluded Liabilities and Obligations”).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Sutro Biopharma, Inc.)

No Assumed Obligations. Notwithstanding any provision in this Purchase and Sale Agreement or any other writing to the contrary, the Purchaser is purchasing, acquiring and accepting only the Purchased Royalty Payments Assets and is not assuming any liability or obligation of the Seller or any of the Seller’s Affiliates of whatever nature, whether presently in existence or arising or asserted hereafter, whether known or unknown (including any liability or obligation of the Seller under a License the Counterparty Agreements, the Enzon Agreement and any payments required to be made to Third Parties)or [***]. All such liabilities and obligations shall be retained by by, and remain liabilities and obligations of of, the Seller or its the Seller’s Affiliates, as the case may be (the “Excluded Liabilities and Obligations”).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Nektar Therapeutics)

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