No Obligations Transferred. Notwithstanding anything to the contrary contained in this Agreement, (a) the sale, transfer, assignment and conveyance to Purchaser of the Purchased Receivables pursuant to this Agreement shall not in any way subject Purchaser to, or transfer, affect or modify, any obligation or liability of Seller under any Product Agreement and (b) Purchaser expressly does not assume or agree to become responsible for any obligation or liability of Seller under any Product Agreement or otherwise.
No Obligations Transferred. Notwithstanding anything to the contrary contained in this Agreement, (a) the sale, transfer, assignment and conveyance to Buyer of the Purchased Receivables pursuant to this Agreement shall not in any way subject Buyer to, or transfer, affect or modify, any obligation or liability of Seller or Seller’s Affiliates of whatever nature, whether presently in existence or arising or asserted hereafter, whether known or unknown (the “Excluded Liabilities and Obligations”) and (b) Buyer expressly does not assume or agree to become responsible for any of the Excluded Liabilities and Obligations. All Excluded Liabilities and Obligations shall be retained by and remain liabilities and obligations of Seller or Seller’s Affiliates, as the case may be.
No Obligations Transferred. Notwithstanding any provision of this Agreement: the sale, assignment, transfer, conveyance and delivery to the Purchaser of the Assigned Rights pursuant to this Agreement shall not in any way subject the Purchaser to, or transfer, affect or modify, any obligation or liability of the Vendor under the Kirin License Agreement, including the responsibility thereunder to file, prosecute and maintain the Product Patent Rights and to pay the fees and expenses relating thereto, and the Vendor's payment obligations under Sections 3.3, 5.2(b), 5.4, 6.3, 7.5 and Article 10 of the Kirin License Agreement; and the Purchaser expressly does not assume or agree to become responsible for any obligation or liability of the Vendor of any kind whatsoever, whether presently in existence or arising or asserted hereafter, whether under the Kirin License Agreement or otherwise, except for actions taken by the Purchaser in exercising its rights under the Kirin License Agreement that are part of the Assigned Rights. All such obligations and liabilities (for certainty, including any and all existing and potential obligations under or relating to the Xxxxxxx Agreements and the SB Agreement, including royalty or milestone payments payable thereunder, [*]) are, and from and after the Closing shall be retained by and remain obligations and liabilities of, the Vendor.
No Obligations Transferred. Notwithstanding anything to the contrary in the Transaction Documents, the sale, grant, put over, assignment, transfer and conveyance of the Assignment Interest and the Beneficial Interest shall not: (i) transfer to Newco, or make Newco subject to, any obligation or liability of Seller under the GGL Agreements, except as required to comply with the GGL Agreements (including the confidentiality obligations therein) and (ii) transfer to Purchaser, or make Purchaser subject to, any obligation or liability of Seller under the GGL Agreements. Such obligations and liabilities, including the VI Reverse Milestone Payment Obligation, are, and from and after the Closing shall remain, the obligations and liabilities of Seller. Purchaser understands and agrees that, under the Trust Agreement, neither it nor the Trustee shall have any rights (whether as a third party beneficiary or otherwise) to enforce (or in the case of Purchaser), to request or require that the Trustee enforce any rights or obligations under the Assignment Agreement, and for the avoidance of doubt, Purchaser hereby disclaims any and all such claims. For the avoidance of doubt, the foregoing shall not (a) affect Seller’s or Purchaser’s rights under this Agreement or modify the obligations Purchaser and Seller have under this Agreement or (b) affect any liability of either Party to the other under the provisions of Article VIII hereof.
No Obligations Transferred. Notwithstanding anything to the contrary in this Agreement, the sale, grant, put over, assignment, transfer and conveyance of the Assignment Interest shall not transfer to Newco, or make Newco subject to, any obligation or liability of Seller under the GGL Agreements, except as required to comply with the GGL Agreements (including the confidentiality obligations therein). For the avoidance of doubt, the foregoing shall not (a) affect Seller's or Newco's rights under this Agreement or modify the obligations Newco and Seller have under this Agreement or (b) affect any liability of either Party to the other under the provisions of Article VIII hereof.
No Obligations Transferred. Notwithstanding anything to the contrary contained in this Agreement, (a) the sale, transfer, assignment and conveyance to Purchaser of the Purchased Receivables pursuant to this Agreement shall not in any way subject Purchaser to, or transfer, affect or modify, any obligation or liability of Seller under the License Agreement and (b) Purchaser expressly does not assume or agree to become responsible for any obligation or liability of Seller whatsoever, whether presently in existence or arising or asserted hereafter, under the License Agreement, the GSK Agreement, the Penn Agreement or otherwise, except to the extent expressly contemplated by Section 6.4 or Section 6.9 (collectively, the “Assumed Liabilities and Obligations”). All such obligations and liabilities of Seller that are not transferred to Purchaser hereunder, as set forth in this Section 2.3 (collectively, the “Excluded Liabilities and Obligations”) shall be retained by, and remain the obligations and liabilities of, Seller after the Closing. All such Excluded Liabilities and Obligations shall be satisfied by Seller, and in no event shall such Excluded Liabilities and Obligations be included in the amount of any Royalty Deductions.
No Obligations Transferred. Notwithstanding anything to the contrary contained in any Transaction Document, (a) the sale, transfer, assignment and conveyance to Purchaser of the Purchased Receivables pursuant to this Agreement shall not in any way subject Purchaser to, or transfer, affect or modify, any obligation or liability of Seller under the License Agreement and (b) Purchaser expressly does not assume or agree to become responsible for any obligation or liability of Seller whatsoever (except to the extent expressly contemplated by Section 6.2(d), Section 6.4 or Section 6.9), all of which obligations and liabilities (the “Excluded Liabilities and Obligations”) shall remain obligations or liabilities of Seller. As between Seller and Purchaser, Seller shall remain exclusively responsible for the satisfaction and performance of the Excluded Liabilities and Obligations (except to the extent expressly contemplated by Section 6.2(d), Section 6.4 or Section 6.9).
No Obligations Transferred. Notwithstanding anything to the contrary contained in this Agreement, (a) the sale, transfer, assignment and conveyance to Purchaser of the
No Obligations Transferred. Notwithstanding anything to the contrary contained in this Agreement, (a) the sale, transfer, assignment and conveyance to Purchaser of the Purchased Receivables pursuant to this Agreement shall not in any way subject Purchaser to, or transfer, affect or modify, any obligation or liability of any Seller Party under any Product Agreement and (b) Purchaser expressly does not assume or agree to become responsible for any obligation or liability of the Seller Parties under any Product Agreement, including any indemnification obligations of the Seller Parties in Section 9.1 of the Collaboration Agreement, or otherwise.
No Obligations Transferred. Notwithstanding any provision of this Agreement:
(a) the sale, assignment, transfer, conveyance and delivery to the Purchaser of the Assigned Rights pursuant to this Agreement shall not in any way subject the Purchaser to, or transfer, affect or modify, any obligation or liability of the Vendor under the License Agreement, including the responsibility thereunder (if any) to prosecute or maintain the Patents; and
(b) the Purchaser expressly does not assume or agree to become responsible for any obligation or liability of the Vendor of any kind whatsoever, whether presently in existence or arising or asserted hereafter, whether under the License Agreement or otherwise, except for actions taken by the Purchaser in exercising its rights under the License Agreement that are part of the Assigned Rights. All such obligations and liabilities (for certainty, including any and all existing and/or potential obligations under each of the Asahi Agreement, the Gautvik Agreement and the Patent 151 License, including royalty or milestone payments payable thereunder) are, and from and after the Closing shall be retained by and remain obligations and liabilities of, the Vendor.
