Common use of Pre-Closing Transfer Clause in Contracts

Pre-Closing Transfer. At least five (5) business days prior to the Closing (or immediately thereafter upon learning of the existence of any such files or documents that have not been transferred to Buyer subsequent to the transfer contemplated under this Section 10.4), Seller shall, and shall cause its patent counsel to deliver to Buyer (or to Buyer's counsel as may be directed by Buyer) copies of all patents and patent applications, and PTO correspondence in Seller's or Seller's counsel's possession related to the Patents and any other documents (electronic or otherwise) in Seller's custody or control relating to the Patents. Seller represents to Buyer that as of the date five business days prior to the Closing Date, Seller has conducted a thorough and diligent search through its counsel for all such documents, and that as of the Closing, no other such documents remain in the custody or control of Seller. Seller further agrees that upon the Effective Date all rights and privileges (including with respect to any attorney client privileges, attorney work product or any other professional privileges or rights) held by Seller or any third party, that arise from or relate to the Patents, Inventions or any other intellectual property transferred under this Agreement, shall be transferred from Seller to Buyer.

Pre-Closing Transfer. At least five (5) business days prior to the Closing (or for immediately thereafter upon learning of the existence of any such files file., or documents that have not been transferred to Buyer subsequent to the transfer contemplated under this Section 10.4), . Seller shall, sill. and shall cause its patent counsel to deliver to Buyer (or to Buyer's counsel as may be he directed by Buyer) copies of all patents and patent applications, and PTO correspondence in Seller's or Seller's counsel's possession related to the Patents and any other documents (electronic or otherwise) in Seller's custody or control relating to the Patents. Patent-.. Seller represents to Buyer that as of the date five business days prior to the Closing Date, . Seller has conducted a 3 thorough and diligent search through its counsel for all such documents, . and that as of the Closing, no other such documents remain in the custody or control of Seller. Seller further agrees that upon the Effective Date all rights and privileges (including with respect to any attorney client privileges, attorney work product or any other professional privileges or rights) held by Seller or any third party, . that arise from or relate to the Patents, . Inventions or any other intellectual property transferred under this Agreement, shall be transferred from Seller to Buyer.

Pre-Closing Transfer. At least five (5) business days prior to the Closing (or immediately thereafter upon learning of the existence of any such files or documents that have not been transferred to Buyer subsequent to the transfer contemplated under this Section 10.48.4), Seller shall, and shall cause its patent counsel to deliver to Buyer (or to Buyer's ’s counsel as may be directed by Buyer) copies of all patents and patent applications, and PTO correspondence in Seller's ’s or Seller's ’s counsel's ’s possession related to the Patents and any other documents (electronic or otherwise) in Seller's custody or control relating to the Patents. Seller represents to Buyer that as of the date five business days prior to the Closing Date, Seller has conducted a thorough and diligent search through its counsel for all such documents, and that as of the Closing, no other such documents remain in the custody or control of Seller. Seller further agrees that upon the Effective Date all rights and privileges (including with respect to any attorney client privileges, attorney work product or any other professional privileges or rights) held by Seller or any third party, that arise from or relate to the Patents, Inventions or any other intellectual property transferred under this Agreement, shall be transferred from Seller to Buyer, including, without limitation, all documents and data that relate to Tapentadol.