Common use of Procedures for Assignments Clause in Contracts

Procedures for Assignments. (a) Notwithstanding anything to the contrary contained herein, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset if an assignment or transfer thereof, without the Consent of a Person, would constitute a breach or violation thereof and such Consent is not obtained at or prior to the Closing. If the Parties are not successful in obtaining any Consent at or prior to the Closing, then the Parties agree that on and after the Closing, Sellers will use reasonable best efforts to obtain such Consent; provided, however, that, except to the extent required by any applicable Business Contract, in no event shall any Seller be required to pay any monies to the counterparty (other than administrative costs and reasonable legal fees) to obtain such Consent prior to or after the Closing that are not reimbursed by Buyer (with any such reimbursement being subject to Buyer’s prior written approval). Subject to compliance with the immediately preceding sentence, the fact of a failure to obtain any such Consent shall not result in a breach of this Agreement in any manner. (b) If the Parties are not successful in transferring or assigning any Acquired Asset or right, benefit or obligation thereunder or resulting therefrom at the Closing in accordance with Section 2.5(a), and the Closing proceeds without such transfer or assignment, then following the Closing and pending the receipt of such Consent, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide Buyer with the benefits of any such Acquired Assets and any right, benefit or obligation thereunder or resulting therefrom as if the appropriate Consent had been obtained, including provision of the consideration and other economic benefits to be received by Buyer in and under every Acquired Asset and right, benefit or obligation thereunder or resulting therefrom, which consideration shall be held for the benefit of, and shall be promptly delivered to, Buyer. Once the applicable Consent for the assignment or transfer of any such asset not assigned or transferred at the Closing is obtained, Sellers shall assign and transfer such asset to Buyer at no additional cost. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Buyer following the Closing pursuant to this Section 2.5, then Buyer and Seller Parent shall enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such Consent (provided that, with respect to any such asset that is a Contract, such obligation shall continue for only so long as the applicable Contract is in effect). Seller Parent shall hold in trust for and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received by Sellers or any of their Affiliates in connection with the use of any asset in connection with the arrangements under this Section 2.5. To the extent that Buyer is provided the benefits of any Acquired Asset or right, benefit or obligation thereunder or resulting therefrom referred to herein (whether from Sellers or otherwise) as if the appropriate Consent had been obtained, Buyer shall arrange to discharge and perform the Liabilities of Sellers thereunder or in connection therewith, as applicable, to the same extent as if the appropriate Consent had been obtained. (c) In furtherance of and not in contravention of the foregoing, each of Seller Parent and Buyer shall use commercially reasonable efforts to cause the AZ License Agreements to be novated to Buyer (or one of its designated Subsidiaries) pursuant to a novation agreement with respect to the Cleviprex License Agreement substantially in the form of Exhibit F-1 and the Kengreal License Agreement substantially in the form of Exhibit F-2 (each a “Novation Agreement”), at or as soon as practicable following the Closing, such that each such AZ License Agreement is extinguished and replaced with a new license agreement between AstraZeneca AB and Buyer (or one of its designated Subsidiaries) with the same rights and obligations as the initial AZ License Agreement. If no such novation or assignment of an AZ License Agreement has become effective at the Closing for any reason, then at the Closing, Seller Parent and Buyer shall enter into a sublicense agreement with respect to the Cleviprex License Agreement, if not novated to Buyer, substantially in the form of Exhibit E-1 and the Kengreal License Agreement, if not novated to Buyer, substantially in the form of Exhibit E-2 (each a “Sublicense Agreement”), it being understood and agreed that to the extent that any of Seller Parent’s rights under an AZ License Agreement cannot be sublicensed to Buyer in accordance with the terms of such AZ License Agreement, then, to the extent permissible under such AZ License Agreement, Seller Parent shall provide Buyer with the economic and operational equivalent of such rights for the duration of the effectiveness of the related Sublicense Agreement. (d) Notwithstanding the foregoing, neither Party nor any of its respective Affiliates shall have any obligation to (i) pay sums of money (other than administrative costs and reasonable legal fees) that are not reimbursed by the other Party (with any such reimbursement being subject to the other Party’s prior written approval) or provide any guarantee or other consideration, or agree to any undertaking, in connection with obtaining the Consents or approvals referred to in this Section 2.5 or otherwise agree to any action that would adversely affect any Party or its Affiliates, or any Party’s or its Affiliates’ businesses or operations, or any right or obligation of such Party or any of its Affiliates under any Contract related to such Consents; (ii) waive or discharge any liabilities or obligations owing to either Party or its Affiliates by any counterparty under any such Contract; (iii) waive any rights of any Party or its Affiliates under any such Contracts; or (iv) amend, modify, supplement or otherwise change in any material respect (including any change that adversely affects pricing) the terms of any such Contract.

Procedures for Assignments. (a) Notwithstanding anything to the contrary contained herein, this Agreement shall not constitute an agreement to assign or transfer any Acquired Transferred Asset if an assignment or transfer thereof, without the Consent of a Person, would constitute a breach or violation thereof and such Consent is not obtained at or prior to the Closing. If Sellers will use reasonable best efforts to obtain any Consent necessary to the assignment or transfer of any Transferred Asset prior to the Closing and, if the Parties are not successful in obtaining any such Consent at or prior to the Closing, then the Parties agree that on and after the Closing, Sellers will continue to use reasonable best efforts to obtain such Consent; provided, however, that, except to the extent required by any applicable Business Contractthat Buyer agrees to reimburse such Seller, in no event shall any Seller be required to pay any monies to the counterparty (other than administrative costs and reasonable legal fees) to obtain such Consent prior to or after the Closing that are not reimbursed by Buyer (with any such reimbursement being subject to Buyer’s prior written approval)Closing. Subject to compliance with the immediately preceding sentencesentence and the terms and provisions of Section 6.3, the fact of a failure to obtain any such Consent shall not result in a breach of this Agreement in any mannermanner except to the extent inconsistent with the representations and warranties of Seller Parent contained in Section 4.4 and Section 4.4 of the Seller Disclosure Letter. (b) If the Parties are not successful in transferring or assigning any Acquired Transferred Asset or right, benefit or obligation thereunder or resulting therefrom at or prior to the Closing in accordance with Section 2.5(a), ) and the Closing proceeds without such transfer or assignment, then following the Closing and pending the receipt of such Consent, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide Buyer with the benefits and burdens of any such Acquired Transferred Assets and any right, benefit or obligation thereunder or resulting therefrom as if the appropriate Consent had been obtained, including provision of the consideration and other economic benefits to be received by Buyer in and under every Acquired Transferred Asset and right, benefit or obligation thereunder or resulting therefrom, which consideration shall be held for the benefit of, and shall be promptly delivered to, Buyer and refrain from agreeing to any amendment, supplement, waiver or other modification of any Transferred Asset, right, benefit or obligation thereunder or resulting therefrom, as applicable, without Buyer’s prior written consent. Once the applicable Consent for the assignment or transfer of any such asset Transferred Asset not assigned or transferred at the Closing is obtained, Sellers shall assign and transfer such asset Transferred Asset to Buyer at no additional cost. To the extent that any such asset Transferred Asset cannot be transferred or the full benefits and burdens of use of any such asset Transferred Asset cannot be provided to Buyer following the Closing pursuant to this Section 2.5, then Buyer and Seller Parent shall enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such Consent (provided that, with respect to any such asset that is a Contract, such obligation shall continue for only so long as the applicable Contract is in effect). Seller Parent shall hold in trust for and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received by Sellers or any of their Affiliates in connection with the use of any asset in connection with the arrangements under this Section 2.5. To the extent that Buyer is provided the benefits of any Acquired Transferred Asset or right, benefit or obligation thereunder or resulting therefrom referred to herein (whether from Sellers or otherwise) as if the appropriate Consent had been obtained, Buyer shall arrange to discharge and perform the Liabilities of Sellers thereunder or in connection therewith, as applicable, to the same extent as if the appropriate Consent had been obtained. (c) In furtherance of and not in contravention of the foregoing, each of Seller Parent and Buyer shall use commercially reasonable efforts to cause the AZ License Agreements to be novated to Buyer (or one of its designated Subsidiaries) pursuant to a novation agreement with respect to the Cleviprex License Agreement substantially in the form of Exhibit F-1 and the Kengreal License Agreement substantially in the form of Exhibit F-2 (each a “Novation Agreement”), at or as soon as practicable following the Closing, such that each such AZ License Agreement is extinguished and replaced with a new license agreement between AstraZeneca AB and Buyer (or one of its designated Subsidiaries) with the same rights and obligations as the initial AZ License Agreement. If no such novation or assignment of an AZ License Agreement has become effective at the Closing for any reason, then at the Closing, Seller Parent and Buyer shall enter into a sublicense agreement with respect to the Cleviprex License Agreement, if not novated to Buyer, substantially in the form of Exhibit E-1 and the Kengreal License Agreement, if not novated to Buyer, substantially in the form of Exhibit E-2 (each a “Sublicense Agreement”), it being understood and agreed that to the extent that any of Seller Parent’s rights under an AZ License Agreement cannot be sublicensed to Buyer in accordance with the terms of such AZ License Agreement, then, to the extent permissible under such AZ License Agreement, Seller Parent shall provide Buyer with the economic and operational equivalent of such rights for the duration of the effectiveness of the related Sublicense Agreement. (d) Notwithstanding the foregoing, neither Party nor any of its respective Affiliates shall have any obligation to (i) pay sums of money (other than administrative costs and reasonable legal fees) that are not reimbursed by the other Party (with any such reimbursement being subject to the other Party’s prior written approval) or provide any guarantee or other consideration, or agree to any undertaking, in connection with obtaining the Consents or approvals referred to in this Section 2.5 or otherwise agree to any action that would adversely affect any Party or its Affiliates, or any Party’s or its Affiliates’ businesses or operations, or any right or obligation of such Party or any of its Affiliates under any Contract related to such Consents; , (ii) waive or discharge any liabilities or obligations owing to either Party or its Affiliates by any counterparty under any such Contract; , (iii) waive any rights of any Party or its Affiliates under any such Contracts; Contracts or (iv) amend, modify, supplement or otherwise change in any material respect (including any change that adversely affects pricing) the terms of any such Contract.

Procedures for Assignments. (a) Notwithstanding anything to the contrary contained herein, neither this Agreement nor any Local Transfer Agreement shall not constitute an agreement to assign or transfer any Acquired Transferred Asset if an assignment or transfer thereof, without the Consent of a Person, would constitute a breach or violation thereof and such Consent is not obtained at or prior to the Closing. If the Parties are not successful in obtaining any Consent at or prior to the Closing, then the Parties parties agree that on and after the Closing, the Sellers will use reasonable best efforts to obtain such Consent; provided, however, that, except to the extent required by any applicable Business Contract, that in no event shall any Seller be required to pay any monies to the counterparty (other than administrative costs and reasonable legal fees) to obtain such Consent prior to or after the Closing that are not reimbursed by Buyer (with any such reimbursement being subject to Buyer’s prior written approval)other than filing, recordation or similar fees. Subject to compliance with the immediately preceding sentence, the The fact of a failure to obtain any such Consent shall not result in a breach of this Agreement in any manner. (b) If the Parties are not successful in transferring or assigning any Acquired Asset or Transferred Asset, right, benefit or obligation thereunder or resulting therefrom at or prior to the Closing in accordance with Section 2.5(a), and the Closing proceeds without such transfer or assignment, then (i) following the Closing and pending the receipt of such Consent, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide Buyer Parent with the benefits of any such Acquired Assets Transferred Asset and any right, benefit or obligation thereunder or resulting therefrom as if the appropriate Consent had been obtained, including provision of the consideration and other economic benefits to be received by Buyer Parent in and under every Acquired Transferred Asset and right, benefit or obligation thereunder or resulting therefrom, which consideration shall be held for the benefit of, and shall be promptly delivered to, BuyerBuyer Parent; and refrain from agreeing to any amendment, supplement, waiver or other modification of any Transferred Asset, right, benefit or obligation thereunder or resulting therefrom, as applicable, without the prior written consent of Buyer Parent. To the extent that the transfer of any Transferred Asset, right, benefit or obligation thereunder requires payment of additional fees, costs or expenses to third parties, such fees, costs and expenses shall be borne by Seller Parent. Once the applicable Consent for the assignment or transfer of any such asset not assigned or transferred at the Closing is obtained, Sellers shall, or shall cause their respective relevant Controlled Affiliates to, assign and transfer such asset to Buyer Parent at no additional cost. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Buyer Parent following the Closing pursuant to this Section 2.5, then Buyer Parent and Seller Parent shall enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such Consent (provided that, with respect to any such asset that is a Contract, such obligation shall continue for only so long as the applicable Contract is in effect). Seller Parent shall hold in trust for and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received by Sellers or any of their its Affiliates in connection with the its use of any asset in connection with the arrangements under this Section 2.5. To the extent that Buyer Parent is provided the benefits of any Acquired Asset or Transferred Asset, right, benefit or obligation thereunder or resulting therefrom referred to herein (whether from Sellers or otherwise) as if the appropriate Consent had been obtained, Buyer Parent shall arrange to discharge and perform the Liabilities liabilities and obligations of Sellers thereunder or in connection therewith, as applicable, to the same extent as if the appropriate Consent had been obtained. (c) In furtherance of and not in contravention of the foregoing, each of Seller Parent and Buyer shall use commercially reasonable efforts to cause the AZ License Agreements to be novated to Buyer (or one of its designated Subsidiaries) pursuant to a novation agreement with respect to the Cleviprex License Agreement substantially in the form of Exhibit F-1 and the Kengreal License Agreement substantially in the form of Exhibit F-2 (each a “Novation Agreement”), at or as soon as practicable following the Closing, such that each such AZ License Agreement is extinguished and replaced with a new license agreement between AstraZeneca AB and Buyer (or one of its designated Subsidiaries) with the same rights and obligations as the initial AZ License Agreement. If no such novation or assignment of an AZ License Agreement has become effective at the Closing for any reason, then at the Closing, Seller Parent and Buyer shall enter into a sublicense agreement with respect to the Cleviprex License Agreement, if not novated to Buyer, substantially in the form of Exhibit E-1 and the Kengreal License Agreement, if not novated to Buyer, substantially in the form of Exhibit E-2 (each a “Sublicense Agreement”), it being understood and agreed that to the extent that any of Seller Parent’s rights under an AZ License Agreement cannot be sublicensed to Buyer in accordance with the terms of such AZ License Agreement, then, to the extent permissible under such AZ License Agreement, Seller Parent shall provide Buyer with the economic and operational equivalent of such rights for the duration of the effectiveness of the related Sublicense Agreement. (d) Notwithstanding the foregoing, neither Party nor any of its respective Affiliates shall have any obligation to (i) pay sums of money (other than administrative costs and reasonable legal fees) that are not reimbursed by the other Party (with any such reimbursement being subject to the other Party’s prior written approval) or provide any guarantee or other consideration, or agree to any undertaking, in connection with obtaining the Consents or approvals referred to in this Section 2.5 or otherwise agree to any action that would adversely affect any Party or its Affiliates, or any Party’s or its Affiliates’ businesses or operations, or any right or obligation of such Party or any of its Affiliates under any Contract related to such Consents; (ii) waive or discharge any liabilities or obligations owing to either Party or its Affiliates by any counterparty under any such Contract; (iii) waive any rights of any Party or its Affiliates under any such Contracts; or (iv) amend, modify, supplement or otherwise change in any material respect (including any change that adversely affects pricing) the terms of any such Contract.

Procedures for Assignments. (a) Notwithstanding anything to the contrary contained herein, neither this Agreement nor any Local Transfer Agreement shall not constitute an agreement to assign or transfer any Acquired Transferred Asset if an assignment or transfer thereof, without the Consent of a Person, would constitute a breach or violation thereof and such Consent is not obtained at or prior to the Closing. If the Parties are not successful in obtaining any Consent at or prior to the Closing, then the Parties parties agree that on and after the Closing, the Sellers will use reasonable best efforts to obtain such Consent; provided, however, that, except to the extent required by any applicable Business Contract, that in no event shall any Seller be required to pay any monies to the counterparty (other than administrative costs and reasonable legal fees) to obtain such Consent prior to or after the Closing that are not reimbursed by Buyer (with any such reimbursement being subject to Buyer’s prior written approval)other than filing, recordation or similar fees. Subject to compliance with the immediately preceding sentence, the The fact of a failure to obtain any such Consent shall not result in a breach of this Agreement in any manner. (b) If the Parties are not successful in transferring or assigning any Acquired Asset or Transferred Asset, right, benefit or obligation thereunder or resulting therefrom at or prior to the OC\1994682.10 Closing in accordance with Section 2.5(a), and the Closing proceeds without such transfer or assignment, then (i) following the Closing and pending the receipt of such Consent, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide Buyer Parent with the benefits of any such Acquired Assets Transferred Asset and any right, benefit or obligation thereunder or resulting therefrom as if the appropriate Consent had been obtained, including provision of the consideration and other economic benefits to be received by Buyer Parent in and under every Acquired Transferred Asset and right, benefit or obligation thereunder or resulting therefrom, which consideration shall be held for the benefit of, and shall be promptly delivered to, BuyerBuyer Parent; and refrain from agreeing to any amendment, supplement, waiver or other modification of any Transferred Asset, right, benefit or obligation thereunder or resulting therefrom, as applicable, without the prior written consent of Buyer Parent. To the extent that the transfer of any Transferred Asset, right, benefit or obligation thereunder requires payment of additional fees, costs or expenses to third parties, such fees, costs and expenses shall be borne by Seller Parent. Once the applicable Consent for the assignment or transfer of any such asset not assigned or transferred at the Closing is obtained, Sellers shall, or shall cause their respective relevant Controlled Affiliates to, assign and transfer such asset to Buyer Parent at no additional cost. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Buyer Parent following the Closing pursuant to this Section 2.5, then Buyer Parent and Seller Parent shall enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such Consent (provided that, with respect to any such asset that is a Contract, such obligation shall continue for only so long as the applicable Contract is in effect). Seller Parent shall hold in trust for and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received by Sellers or any of their its Affiliates in connection with the its use of any asset in connection with the arrangements under this Section 2.5. To the extent that Buyer Parent is provided the benefits of any Acquired Asset or Transferred Asset, right, benefit or obligation thereunder or resulting therefrom referred to herein (whether from Sellers or otherwise) as if the appropriate Consent had been obtained, Buyer Parent shall arrange to discharge and perform the Liabilities liabilities and obligations of Sellers thereunder or in connection therewith, as applicable, to the same extent as if the appropriate Consent had been obtained. (c) In furtherance of and not in contravention of the foregoing, each of Seller Parent and Buyer shall use commercially reasonable efforts to cause the AZ License Agreements to be novated to Buyer (or one of its designated Subsidiaries) pursuant to a novation agreement with respect to the Cleviprex License Agreement substantially in the form of Exhibit F-1 and the Kengreal License Agreement substantially in the form of Exhibit F-2 (each a “Novation Agreement”), at or as soon as practicable following the Closing, such that each such AZ License Agreement is extinguished and replaced with a new license agreement between AstraZeneca AB and Buyer (or one of its designated Subsidiaries) with the same rights and obligations as the initial AZ License Agreement. If no such novation or assignment of an AZ License Agreement has become effective at the Closing for any reason, then at the Closing, Seller Parent and Buyer shall enter into a sublicense agreement with respect to the Cleviprex License Agreement, if not novated to Buyer, substantially in the form of Exhibit E-1 and the Kengreal License Agreement, if not novated to Buyer, substantially in the form of Exhibit E-2 (each a “Sublicense Agreement”), it being understood and agreed that to the extent that any of Seller Parent’s rights under an AZ License Agreement cannot be sublicensed to Buyer in accordance with the terms of such AZ License Agreement, then, to the extent permissible under such AZ License Agreement, Seller Parent shall provide Buyer with the economic and operational equivalent of such rights for the duration of the effectiveness of the related Sublicense Agreement. (d) Notwithstanding the foregoing, neither Party nor any of its respective Affiliates shall have any obligation to (i) pay sums of money (other than administrative costs and reasonable legal fees) that are not reimbursed by the other Party (with any such reimbursement being subject to the other Party’s prior written approval) or provide any guarantee or other consideration, or agree to any undertaking, in connection with obtaining the Consents or approvals referred to in this Section 2.5 or otherwise agree to any action that would adversely affect any Party or its Affiliates, or any Party’s or its Affiliates’ businesses or operations, or any right or obligation of such Party or any of its Affiliates under any Contract related to such Consents; (ii) waive or discharge any liabilities or obligations owing to either Party or its Affiliates by any counterparty under any such Contract; (iii) waive any rights of any Party or its Affiliates under any such Contracts; or (iv) amend, modify, supplement or otherwise change in any material respect (including any change that adversely affects pricing) the terms of any such Contract.

Procedures for Assignments. (a) Notwithstanding anything Anything in this Agreement to the contrary contained hereinnotwithstanding, neither this Agreement nor any Local Agreement shall not constitute an agreement to assign or transfer any Acquired Asset Asset, including without limitation any Contract, Regulatory Registration or Permit or any Claim, right, benefit or obligation thereunder or resulting therefrom, to Buyers, if an assignment or transfer thereof, without the Consent of a Person, would not be effective and/or would constitute a breach or violation thereof and such Consent is not obtained at or prior to the ClosingClosing (each, a “Required Consent”). Except as otherwise specifically contained in this Agreement, the Parties acknowledge and agree that Sellers shall bear all ordinary course out-of-pocket costs related to the obtaining of any Required Consents. If the Parties Sellers and Buyers are not successful in obtaining any a Required Consent at or prior to the Closing, then the Parties agree that on and after the Closing, Sellers and Buyers (a) will use commercially reasonable best efforts to obtain such Consent; providedRequired Consent and, however, that, except to the extent required either directly or by any applicable Business Contractcausing one of Sellers’ or Buyers’ Affiliates to, in no event shall any Seller be required to pay any monies to the counterparty name of the relevant Sellers and Buyers, use commercially reasonable efforts (other than administrative costs and reasonable legal feesi) to obtain such Consent prior to or after assure that the Closing that are not reimbursed by Buyer (with any such reimbursement being subject to Buyer’s prior written approval). Subject to compliance with the immediately preceding sentence, the fact rights of a failure to obtain any such Consent shall not result in a breach of this Agreement in any manner. (b) If the Parties are not successful in transferring or assigning any Acquired Asset or right, benefit or obligation thereunder or resulting therefrom at the Closing in accordance with Section 2.5(a), and the Closing proceeds without such transfer or assignment, then following the Closing and pending the receipt of such Consent, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide Buyer with the benefits of any Buyers under such Acquired Assets shall be preserved and any right, benefit or obligation thereunder or resulting therefrom as if the appropriate Consent had been obtained, including provision (ii) to facilitate receipt of the consideration and other economic benefits to be received by Buyer Buyers in and under every Acquired Asset such Contract, Regulatory Registration, Permit and right, benefit or obligation thereunder or resulting therefromClaim, which consideration shall be held for the benefit of, and shall be promptly delivered to, Buyer. Once the applicable Consent for the assignment Buyers and (b) shall not agree to any amendment, supplement, waiver or transfer other modification of any such asset not assigned or transferred at the Closing is obtained, Sellers shall assign and transfer such asset to Buyer at no additional cost. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Buyer following the Closing pursuant to this Section 2.5, then Buyer and Seller Parent shall enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such Consent (provided that, with respect to any such asset that is a Contract, such obligation shall continue for only so long as Regulatory Registration, Permit and Claim without the applicable Contract is in effect)prior written Consent of Buyer Parent. Seller Parent shall hold in trust for and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received by Sellers or any of their Affiliates in connection with the use of any asset in connection with the arrangements under this Section 2.5. To the extent that Buyer is provided the benefits of any Acquired Asset or right, benefit or obligation thereunder or resulting therefrom referred to herein (whether from Sellers or otherwise) as if the appropriate Consent had been obtained, Buyer shall arrange to discharge and perform the Liabilities of Sellers thereunder or in connection therewith, as applicable, to the same extent as if the appropriate Consent had been obtained. (c) In furtherance of and not in contravention of the foregoing, each of Seller Parent and Buyer Parent hereby agree to keep each other reasonably informed of the progress of Sellers’ and Buyers’ efforts to obtain Required Consents and to consult each other in connection therewith. In the event that Regulatory Registrations or Permits required for the distribution of the Products can be held by more than one Person, Buyer Parent undertakes to ensure that Buyers hold at or prior to the Closing all such Regulatory Registrations and Permits. (b) Without limiting the generality of Section 2.5(a), in the event that a Consent is not obtained from a third party legally required for the sale, assignment or transfer to Buyers of any Acquired Asset, or for the assumption by Buyers of any Assumed Liability, has not been obtained by the Closing Date, then: (i) such Acquired Asset or Assumed Liability shall not be transferred to Buyers at the Closing (and such lack of transfer shall not be deemed to be a breach of any obligation hereunder by Sellers or Buyers); (ii) Buyers shall use commercially reasonable efforts to cause make available and deliver to Sellers all Business related products and services as reasonably required by Sellers, subject to availability on an equal basis with other customers, to fulfill Sellers’ ongoing obligations arising under non-transferred Acquired Assets or Assumed Liabilities; (iii) Sellers and Buyers shall use their commercially reasonable efforts to enter into an arrangement designed to provide Buyers with the AZ License Agreements to be novated to Buyer (benefit of Sellers’ rights under or one of its designated Subsidiaries) pursuant to such Acquired Asset, and/or to provide Sellers with the benefit of the Buyers’ assumption of such Assumed Liability, as the case may be; (iv) Sellers and Buyers shall cooperate with each other in obtaining any such Required Consent after the Closing; and (v) upon obtaining all Required Consents for transfer of such Acquired Asset or Assumed Liability (as the case may be), such Acquired Asset or Assumed Liability shall be deemed fully and effectively transferred to or assumed by Buyer as of the receipt of such Consent, and Sellers and Buyer shall each execute, without further consideration, any documents reasonably required to confirm that such Acquired Asset or Assumed Liability has been assigned to and assumed by Buyers. (c) Buyer Parent acknowledges, on behalf of itself and its Affiliates, that the Seller Parties are parties to a novation agreement number of Business Contracts with distributors and dealers (the “Distributor Contracts”) and that some or all of such distributors and dealers hold Regulatory Registrations and Permits. The Parties shall use commercially reasonable efforts to transfer to Buyers effective upon the Closing, (i) all Product Registrations and Permits held by third-party distributors and dealers with respect to countries and jurisdictions in which Buyer Parent has an Affiliate and (ii) all Distributor Contracts: (i) With respect to any Distributor Contract covering any country or jurisdiction where the Cleviprex License Agreement substantially in applicable Product Registrations and Permits cannot be transferred to Buyers directly, Buyers shall use commercially reasonable efforts, with the form reasonable assistance of Exhibit F-1 Sellers, to apply and otherwise obtain for Buyers following the Kengreal License Agreement substantially in Closing the form required Product Registrations and Permits covering such countries or jurisdictions. (ii) With respect to any Distributor Contract to which the third party does not consent to the transfer of Exhibit F-2 (each a “Novation Agreement”), at or as soon as practicable following such Distributor Contract upon the Closing, then, such that each such AZ License Agreement is extinguished and replaced with a new license agreement between AstraZeneca AB and Buyer (or one of its designated Subsidiaries) Distributor Contract shall not be transferred to Buyers upon the Closing but Sellers shall use their commercially reasonable efforts to provide Buyers with the same benefit of Sellers’ rights and obligations as the initial AZ License Agreementunder or pursuant to such Distributor Contract. If no such novation or assignment of an AZ License Agreement has become effective at the Closing for any reason, then at the Closing, Seller Parent and Buyer Section 2.5(b)(ii) shall enter into a sublicense agreement apply mutatis mutandis with respect thereto. (iii) Buyers shall be responsible for all out-of-pocket costs and expenses related to amending any Regulatory Registrations or Permits or applying for new Regulatory Registrations or Permits; provided, however, all such costs related to the Cleviprex License Agreement, if not novated to Buyer, substantially in Buyers’ obtaining the form of Exhibit E-1 Regulatory Registrations and the Kengreal License Agreement, if not novated to Buyer, substantially in the form of Exhibit E-2 (each a “Sublicense Agreement”), it being understood and agreed that to the extent that any of Seller Parent’s rights under an AZ License Agreement cannot be sublicensed to Buyer in accordance with the terms of such AZ License Agreement, then, to the extent permissible under such AZ License Agreement, Seller Parent shall provide Buyer with the economic and operational equivalent of such rights Permits for the duration Products in The People’s Republic of China shall be equally shared by the effectiveness of the related Sublicense AgreementParties. (d) Notwithstanding If Buyers are unable to conduct all or part of the foregoingBusiness in a jurisdiction from the Closing because Buyers or their distributors do not hold a Regulatory Registration or Permit required to conduct the Business in such jurisdiction (a “Missing Registration”), neither Party nor any of its respective Affiliates shall have any obligation to and such Missing Registration is held by Sellers or their distributors, then the Parties agree that on and after the Closing: (i) pay sums Buyers will continue to use commercially reasonable efforts to obtain such Missing Registration expeditiously, with the assistance of money (other than administrative costs and reasonable legal fees) that are not reimbursed by the other Party (with any such reimbursement being subject to the other Party’s prior written approval) or provide any guarantee or other consideration, or agree to any undertaking, in connection with obtaining the Consents or approvals referred to in this Section 2.5 or otherwise agree to any action that would adversely affect any Party or its Affiliates, or any Party’s or its Affiliates’ businesses or operations, or any right or obligation of such Party or any of its Affiliates under any Contract related to such Consents; Sellers as required; (ii) waive Sellers and Buyers shall use their commercially reasonable efforts to enter into an arrangement in such jurisdiction designed to: (A) continue the Business in an uninterrupted fashion, (B) provide Buyers with the economic and other benefits of the Business utilizing such Missing Registrations held by Sellers or discharge their distributors, and (C) provide Buyers with the benefits of Buyers’ acquisition of the Business. Such arrangement shall continue until Buyers or their distributors are able to obtain such Missing Registration, provided that Buyers continue to act diligently to obtain such Missing Registration and the failure to obtain such Missing Registration is not attributable to any liabilities fault by Buyers. The Parties intend that all Missing Registrations will be obtained by Buyers or obligations owing to either Party or its Affiliates by any counterparty under any such Contract; their distributors as soon as feasible and shall cooperate toward this goal; (iii) waive any rights of any Party Sellers shall use commercially reasonable efforts to keep in full force and effect all Missing Registrations until obtained by Buyers or its Affiliates under any such Contracts; or their distributors; (iv) amend, modify, supplement or otherwise change The obligations of Sellers under this Section 2.5(d) shall expire in any material respect a particular country if Buyers’ right to use the Olympus Brands in such country would have expired pursuant to Section 8.2(b). (including any change that adversely affects pricinge) The sale and transfer of the terms Business as operated in Hungary shall be handled as set forth in Schedule 2.5(e) (f) The Parties have agreed to the concepts and principles set forth on Schedule 2.5(f) to resolve certain post-closing issues related to the sale and transfer of any such Contractthe Business.

Procedures for Assignments. (a) Notwithstanding anything to the contrary contained herein, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset (including any Contract) (a “Non-Transferable Asset”) if an assignment or transfer thereof, without the Consent of a Personany third party or Governmental Authority, is prohibited or would constitute a breach or violation thereof and such Consent is not obtained at or prior to the Closing. Prior to the Closing, and except as set forth in Section 6.2, the Parties shall cooperate with each other and use their respective commercially reasonable efforts to obtain any Consents required to assign or transfer any such Non-Transferable Asset. If the Parties are not successful in obtaining any Consent Consents to assign or transfer any Non-Transferable Asset at or prior to the Closing, then the Parties agree that on and for a period of one (1) year after the Closing, Sellers Seller will use commercially reasonable best efforts to obtain such Consent; provided, however, that, except to the extent required by any applicable Business Contract, in no event shall any Seller be required to pay any monies to the counterparty (other than administrative costs and reasonable legal fees) to obtain such Consent prior to or after the Closing that are not reimbursed by Buyer (with any such reimbursement being subject to Buyer’s prior written approval). Subject to compliance with the immediately preceding sentence, the The fact of a failure to obtain any such Consent shall not not, in and of itself, result in a breach of this Agreement in any manner. (b) If the Parties are not successful in assigning or transferring or assigning any Acquired Non-Transferable Asset or any right, benefit or obligation thereunder or resulting therefrom at or prior to the Closing in accordance with Section 2.5(a), and the Closing proceeds without such transfer or assignment, then following the Closing and pending the receipt of such Consent, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide Buyer with the benefits and burdens of any such Acquired Assets Non-Transferable Asset and any right, benefit or obligation thereunder or resulting therefrom as if the appropriate Consent had been obtained, including provision of the consideration and other economic benefits to be received by Buyer in and under every Acquired Non-Transferable Asset and right, benefit or obligation thereunder or resulting therefrom, which consideration shall be held for the benefit of, and shall be promptly delivered to, BuyerBuyer (it being acknowledged and agreed that, in connection therewith, Seller will cause the Shared Products to be acquired pursuant to any such Non-Transferable Asset to be allocated to Buyer in accordance with the applicable Inventory Proportion). Once the applicable Consent for the assignment or transfer of any such asset Non-Transferable Asset not assigned or transferred at the Closing is obtained, Sellers Seller shall assign and transfer such asset Non-Transferable Asset to Buyer at no additional cost. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Buyer following the Closing pursuant to this Section 2.5, then Buyer and Seller Parent shall enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such Consent (provided that, with respect to any such asset that is a Contract, such obligation shall continue for only so long as the applicable Contract is in effect). Seller Parent shall hold in trust for and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received by Sellers or any of their Affiliates in connection with the use of any asset in connection with the arrangements under this Section 2.5. To the extent that Buyer is provided the benefits and burdens of any Acquired Non-Transferable Asset or right, benefit or obligation thereunder or resulting therefrom referred to herein (whether from Sellers Seller or otherwise) as if the appropriate Consent had been obtained, Buyer shall arrange to discharge and perform the Liabilities of Sellers Seller thereunder or in connection therewiththerewith (other than obligations under Shared Contracts relating to requirements obligations, exclusivity, non-competition or other restrictive covenants), as applicable, to the same extent as if the appropriate Consent had been obtainedobtained (it being understood that any assumption by Buyer of any burdens, obligations or Liabilities shall be subject to the terms of this Agreement, including Section 2.4). (c) In furtherance of and not in contravention of Without limiting the foregoing, each after the Closing Seller shall exercise and enforce, on behalf of and at the request of Buyer, the rights of Seller Parent and its Subsidiaries under the Shared Contracts to which Buyer shall use commercially reasonable efforts to cause the AZ License Agreements to be novated to Buyer (or one of its designated Subsidiaries) is entitled pursuant to a novation agreement with respect to the Cleviprex License Agreement substantially in the form of Exhibit F-1 and the Kengreal License Agreement substantially in the form of Exhibit F-2 (each a “Novation Agreement”Section 2.5(b), at or as soon as practicable following the Closing, such that each such AZ License Agreement is extinguished and replaced with a new license agreement between AstraZeneca AB and Buyer (or one of its designated Subsidiaries) with the same rights and obligations as the initial AZ License Agreement. If no such novation or assignment of an AZ License Agreement has become effective at the Closing for any reason, then at the Closing, Seller Parent and Buyer shall enter into a sublicense agreement with respect to the Cleviprex License Agreement, if not novated to Buyer, substantially in the form of Exhibit E-1 and the Kengreal License Agreement, if not novated to Buyer, substantially in the form of Exhibit E-2 (each a “Sublicense Agreement”), it being understood and agreed that to the extent that any of Seller Parent’s rights under an AZ License Agreement cannot be sublicensed to Buyer in accordance with the terms of such AZ License Agreement, then, to the extent permissible under such AZ License Agreement, Seller Parent shall provide Buyer with the economic and operational equivalent of such rights for the duration of the effectiveness of the related Sublicense Agreement. (d) Notwithstanding the foregoing, neither Neither Party nor any of its respective Affiliates shall (i) in connection with obtaining the Consents referred to in Section 2.5(a), have any obligation to (i) pay sums of money (other than administrative costs and reasonable legal fees) that are not reimbursed by the other Party (with any such reimbursement being subject to the other Party’s prior written approval) or provide any guarantee or other consideration, or agree to any undertaking, in connection with obtaining the Consents or approvals referred to in this Section 2.5 or otherwise agree to any action that would adversely affect any such Party or its Affiliates, or any such Party’s or its Affiliates’ businesses or operations, or any right or obligation of such Party or any of its Affiliates under any Contract related to such Consents; , (ii) waive or discharge any liabilities or obligations owing to either the other Party or its Affiliates by any counterparty under any such Contract; , (iii) waive any rights of any the other Party or its Affiliates under any such Contracts; Contract or (iv) amend, modify, supplement or otherwise change in any material respect (including any change that adversely affects pricing) the terms of any such ContractContract that would adversely affect the other Party or its Affiliates (except, in the case of this clause (iv), as contemplated by Section 9.3).

Procedures for Assignments. (a) Notwithstanding anything to the contrary contained herein, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset (or right, benefit or obligation thereunder or resulting therefrom) if an assignment or transfer thereof, without the Consent of a Person, would constitute a breach or violation thereof and such Consent is not obtained at or prior to the Closing. Seller shall use commercially reasonable efforts to obtain all such Consents prior to the Closing. If the Parties are Seller is not successful in obtaining any such Consent at or prior to the Closing, then the Parties agree that on and after the Closingthat, Sellers for [***], Seller will use its commercially reasonable best efforts [***], subject to Section 2.5(c), to obtain such Consent; provided, however, that, except to . Without limiting the extent required by any applicable Business Contract, representations and warranties of Seller set forth in no event shall any Seller be required to pay any monies to the counterparty (other than administrative costs Section 4.3 and reasonable legal fees) to obtain such Consent prior to or after the Closing that are not reimbursed by Buyer (with any such reimbursement being subject to Buyer’s prior written approval). Subject to compliance with the immediately preceding sentenceSection 4.9, the fact of a failure to obtain any such Consent shall not result in a breach of this Agreement in any manner. (b) If the Parties are Seller is not successful in transferring or assigning any Acquired Asset or right, benefit or obligation thereunder or resulting therefrom at the Closing in accordance with Section 2.5(a), and the Closing proceeds without such transfer or assignment, then following the Closing and pending the receipt of such Consent, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide Buyer with the benefits and burdens of any such Acquired Assets and any right, benefit or obligation thereunder or resulting therefrom as if the appropriate Consent had been obtained, including provision of the consideration and other economic benefits to be received by Buyer in and under every Acquired Asset and right, benefit or obligation thereunder or resulting therefrom, which consideration shall be held for the benefit of, and shall be promptly delivered to, Buyer. Once the applicable Consent for the assignment or transfer of any such asset Acquired Asset not assigned or transferred at the Closing is obtained, Sellers Seller shall assign and transfer such asset Acquired Asset to Buyer at no additional cost. To the extent that any such asset Acquired Asset cannot be transferred or the full benefits and burdens of use of any such asset Acquired Asset cannot be provided to Buyer following the Closing pursuant to this Section 2.5, then Buyer and Seller Parent shall enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such Consent (provided provided, that, with respect to any such asset that is a Contract, such obligation shall continue for only so long as the applicable Contract is in effect). Seller Parent shall hold in trust for and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received by Sellers Seller or any of their its Affiliates in connection with the use of any asset in connection with the arrangements under this Section 2.5. To the extent that Buyer is provided the benefits and burdens of any Acquired Asset or right, benefit or obligation thereunder or resulting therefrom referred to herein (whether from Sellers Seller or otherwise) as if the appropriate Consent had been obtained, Buyer shall arrange to discharge and perform the Liabilities of Sellers Seller thereunder or in connection therewith, as applicable, to the same extent as if the appropriate Consent had been obtained. (c) In furtherance of and not in contravention of the foregoing, each of Seller Parent and Buyer shall use commercially reasonable efforts to cause the AZ License Agreements to be novated to Buyer (or one of its designated Subsidiaries) pursuant to a novation agreement with respect to the Cleviprex License Agreement substantially in the form of Exhibit F-1 and the Kengreal License Agreement substantially in the form of Exhibit F-2 (each a “Novation Agreement”), at or as soon as practicable following the Closing, such that each such AZ License Agreement is extinguished and replaced with a new license agreement between AstraZeneca AB and Buyer (or one of its designated Subsidiaries) with the same rights and obligations as the initial AZ License Agreement. If no such novation or assignment of an AZ License Agreement has become effective at the Closing for any reason, then at the Closing, Seller Parent and Buyer shall enter into a sublicense agreement with respect to the Cleviprex License Agreement, if not novated to Buyer, substantially in the form of Exhibit E-1 and the Kengreal License Agreement, if not novated to Buyer, substantially in the form of Exhibit E-2 (each a “Sublicense Agreement”), it being understood and agreed that to the extent that any of Seller Parent’s rights under an AZ License Agreement cannot be sublicensed to Buyer in accordance with the terms of such AZ License Agreement, then, to the extent permissible under such AZ License Agreement, Seller Parent shall provide Buyer with the economic and operational equivalent of such rights for the duration of the effectiveness of the related Sublicense Agreement. (d) Notwithstanding the foregoingforegoing in Sections 2.5(a) and 2.5(b), neither Party nor any of its respective Affiliates shall have any obligation to (i) pay sums of money (other than administrative costs and reasonable legal fees) that are not reimbursed by the other Party (with any such reimbursement being subject to the other Party’s prior written approval) or provide any guarantee or other consideration, or agree to any undertaking, in connection with obtaining the Consents or approvals referred to in this Section 2.5 or otherwise agree to any action that would adversely affect any Party or its Affiliates, or any Party’s or its Affiliates’ businesses or operations, or any right or obligation of such Party or any of its Affiliates under any Contract related to such Consents; , (ii) waive or discharge any liabilities or obligations Liabilities owing to either Party or its Affiliates by any counterparty under any such Contract; , (iii) waive any rights of any Party or its Affiliates under any such Contracts; Contracts or (iv) amend, modify, supplement or otherwise change in any material respect (including any change that adversely affects pricing) the terms of any such Contract; provided, however, that nothing in this Section 2.5(c) shall relieve Seller or any of its Affiliates of any of its obligations under any Acquired Asset for which a Consent is required to transfer to Buyer.

Procedures for Assignments. (a) Notwithstanding anything Anything in this Agreement to the contrary contained hereinnotwithstanding, neither this Agreement nor any Local Agreement shall not constitute an agreement to assign or transfer any Acquired Asset Asset, including without limitation any Contract, Regulatory Registration or Permit or any Claim, right, benefit or obligation thereunder or resulting therefrom, to Buyers, if an assignment or transfer thereof, without the Consent of a Person, would not be effective and/or would constitute a breach or violation thereof and such Consent is not obtained at or prior to the ClosingClosing (each, a “Required Consent”). Except as otherwise specifically contained in this Agreement, the Parties acknowledge and agree that Sellers shall bear all ordinary course out-of-pocket costs related to the obtaining of any Required Consents. If the Parties Sellers and Buyers are not successful in obtaining any a Required Consent at or prior to the Closing, then the Parties agree that on and after the Closing, Sellers and Buyers (a) will use commercially reasonable best efforts to obtain such Consent; providedRequired Consent and, however, that, except to the extent required either directly or by any applicable Business Contractcausing one of Sellers’ or Buyers’ Affiliates to, in no event shall any Seller be required to pay any monies to the counterparty name of the relevant Sellers and Buyers, use commercially reasonable efforts (other than administrative costs and reasonable legal feesi) to obtain such Consent prior to or after assure that the Closing that are not reimbursed by Buyer (with any such reimbursement being subject to Buyer’s prior written approval). Subject to compliance with the immediately preceding sentence, the fact rights of a failure to obtain any such Consent shall not result in a breach of this Agreement in any manner. (b) If the Parties are not successful in transferring or assigning any Acquired Asset or right, benefit or obligation thereunder or resulting therefrom at the Closing in accordance with Section 2.5(a), and the Closing proceeds without such transfer or assignment, then following the Closing and pending the receipt of such Consent, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide Buyer with the benefits of any Buyers under such Acquired Assets shall be preserved and any right, benefit or obligation thereunder or resulting therefrom as if the appropriate Consent had been obtained, including provision (ii) to facilitate receipt of the consideration and other economic benefits to be received by Buyer Buyers in and under every Acquired Asset such Contract, Regulatory Registration, Permit and right, benefit or obligation thereunder or resulting therefromClaim, which consideration shall be held for the benefit of, and shall be promptly delivered to, Buyer. Once the applicable Consent for the assignment Buyers and (b) shall not agree to any amendment, supplement, waiver or transfer other modification of any such asset not assigned or transferred at the Closing is obtained, Sellers shall assign and transfer such asset to Buyer at no additional cost. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Buyer following the Closing pursuant to this Section 2.5, then Buyer and Seller Parent shall enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such Consent (provided that, with respect to any such asset that is a Contract, such obligation shall continue for only so long as Regulatory Registration, Permit and Claim without the applicable Contract is in effect)prior written Consent of Buyer Parent. Seller Parent shall hold in trust for and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received by Sellers or any of their Affiliates in connection with the use of any asset in connection with the arrangements under this Section 2.5. To the extent that Buyer is provided the benefits of any Acquired Asset or right, benefit or obligation thereunder or resulting therefrom referred to herein (whether from Sellers or otherwise) as if the appropriate Consent had been obtained, Buyer shall arrange to discharge and perform the Liabilities of Sellers thereunder or in connection therewith, as applicable, to the same extent as if the appropriate Consent had been obtained. (c) In furtherance of and not in contravention of the foregoing, each of Seller Parent and Buyer Parent hereby agree to keep each other reasonably informed of the progress of Sellers’ and Buyers’ efforts to obtain Required Consents and to consult each other in connection therewith. In the event that Regulatory Registrations or Permits required for the distribution of the Products can be held by more than one Person, Buyer Parent undertakes to ensure that Buyers hold at or prior to the Closing all such Regulatory Registrations and Permits. (b) Without limiting the generality of Section 2.5(a), in the event that a Consent is not obtained from a third party legally required for the sale, assignment or transfer to Buyers of any Acquired Asset, or for the assumption by Buyers of any Assumed Liability, has not been obtained by the Closing Date, then: (i) such Acquired Asset or Assumed Liability shall not be transferred to Buyers at the Closing (and such lack of transfer shall not be deemed to be a breach of any obligation hereunder by Sellers or Buyers); (ii) Buyers shall use commercially reasonable efforts to cause make available and deliver to Sellers all Business related products and services as reasonably required by Sellers, subject to availability on an equal basis with other customers, to fulfill their ongoing obligations arising under non-transferred Acquired Assets or Assumed Liabilities; (iii) Sellers and Buyers shall use their commercially reasonable efforts to enter into an arrangement designed to provide Buyers with the AZ License Agreements to be novated to Buyer (benefit of Sellers’ rights under or one of its designated Subsidiaries) pursuant to such Acquired Asset, and/or to provide Sellers with the benefit of the Buyers’ assumption of such Assumed Liability, as the case may be; (iv) Sellers and Buyers shall cooperate with each other in obtaining any such required Consent after the Closing; and (v) upon obtaining all required Consents for transfer of such Acquired Asset or Assumed Liability (as the case may be), such Acquired Asset or Assumed Liability shall be deemed transferred to or assumed by Buyer as of the receipt of such Consent, and Sellers and Buyer shall each execute, without further consideration, any documents reasonably required to confirm that such Acquired Asset or Assumed Liability has been assigned to and assumed by Buyers. (c) Buyer Parent acknowledges, on behalf of itself and its Affiliates, that the Seller Parties are parties to a novation agreement number of Business Contracts with distributors and dealers (the “Distributor Contracts”) and that some or all of such distributors and dealers hold Regulatory Registrations and Permits. The Parties shall use commercially reasonable efforts to transfer to Buyers effective immediately following the Closing (i) all Product Registrations and Permits held by third party distributors and dealers with respect to countries and jurisdictions in which Buyer Parent has an Affiliate and (ii) all Distributor Contracts. (i) With respect to any Distributor Contract covering any country or jurisdiction where the Cleviprex License Agreement substantially in applicable Product Registrations and Permits cannot be transferred to Buyers directly, Buyers shall use commercially reasonable efforts, with the form reasonable assistance of Exhibit F-1 Sellers, to apply and the Kengreal License Agreement substantially in the form of Exhibit F-2 (each a “Novation Agreement”), at or as soon as practicable otherwise obtain for Buyers following the ClosingClosing the required Product Registrations and Permits covering such countries or jurisdictions. (ii) With respect to any Distributor Contract to which the third party does not consent to the transfer of such Distributor Contract, then such that each such AZ License Agreement is extinguished and replaced with a new license agreement between AstraZeneca AB and Buyer (or one of its designated Subsidiaries) with the same rights and obligations as the initial AZ License Agreement. If no such novation or assignment of an AZ License Agreement has become effective Distributor Contract shall not be transferred to Buyers at the Closing for any reason, then at but Sellers shall use their commercially reasonable efforts to provide Buyers with the Closing, Seller Parent and Buyer benefit of Sellers’ rights under or pursuant to such Distributor Contract. Section 2.5(b)(ii) shall enter into a sublicense agreement apply mutatis mutandis with respect to the Cleviprex License Agreement, if not novated to Buyer, substantially in the form of Exhibit E-1 and the Kengreal License Agreement, if not novated to Buyer, substantially in the form of Exhibit E-2 (each a “Sublicense Agreement”), it being understood and agreed that to the extent that any of Seller Parent’s rights under an AZ License Agreement cannot be sublicensed to Buyer in accordance with the terms of such AZ License Agreement, then, to the extent permissible under such AZ License Agreement, Seller Parent shall provide Buyer with the economic and operational equivalent of such rights for the duration of the effectiveness of the related Sublicense Agreementthereto. (diii) Notwithstanding the foregoing, neither Party nor any of its respective Affiliates Buyers shall have any obligation to (i) pay sums of money (other than administrative be responsible for all out-of-pocket costs and reasonable legal fees) that are not reimbursed expenses related to amending any Regulatory Registrations or Permits or applying for new Regulatory Registrations or Permits; provided, however, all such costs related to the Buyers’ obtaining the Regulatory Registrations and Permits for the Products in The People’s Republic of China shall be equally shared by the other Party (with any such reimbursement being subject to the other Party’s prior written approval) or provide any guarantee or other consideration, or agree to any undertaking, in connection with obtaining the Consents or approvals referred to in this Section 2.5 or otherwise agree to any action that would adversely affect any Party or its Affiliates, or any Party’s or its Affiliates’ businesses or operations, or any right or obligation of such Party or any of its Affiliates under any Contract related to such Consents; (ii) waive or discharge any liabilities or obligations owing to either Party or its Affiliates by any counterparty under any such Contract; (iii) waive any rights of any Party or its Affiliates under any such Contracts; or (iv) amend, modify, supplement or otherwise change in any material respect (including any change that adversely affects pricing) the terms of any such ContractParties.

Procedures for Assignments. (a) Notwithstanding anything to the contrary contained herein, this Agreement shall not constitute an agreement to assign or transfer any Acquired Asset (or right, benefit or obligation thereunder or resulting therefrom) if an assignment or transfer thereof, without the Consent of a Person, would constitute a breach or violation thereof and such Consent is not obtained at or prior to the Closing. Seller shall use commercially reasonable efforts to obtain all such Consents prior to the Closing. If the Parties are Seller is not successful in obtaining any such Consent at or prior to the Closing, then the Parties agree that on and after that, following the Closing, Sellers Seller will use its commercially reasonable best efforts efforts, at the sole cost and expense of Seller to obtain such Consent; provided, however, that, except to . Without limiting the extent required by any applicable Business Contract, representations and warranties of Seller set forth in no event shall any Seller be required to pay any monies to the counterparty (other than administrative costs Section 5.3 and reasonable legal fees) to obtain such Consent prior to or after the Closing that are not reimbursed by Buyer (with any such reimbursement being subject to Buyer’s prior written approval). Subject to compliance with the immediately preceding sentenceSection 5.4, the fact of a failure to obtain any such Consent shall not result in a breach of this Agreement in any manner. (b) If the Parties are Seller is not successful in transferring or assigning any Acquired Asset or right, benefit or obligation thereunder or resulting therefrom at the Closing in accordance with Section 2.5(a3.5(a), and the Closing proceeds without such transfer or assignment, then following the Closing and pending the receipt of such Consent, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide Buyer with the benefits and burdens of any such Acquired Assets and any right, benefit or obligation thereunder or resulting therefrom as if the appropriate Consent had been obtained, including provision of the consideration and other economic benefits to be received by Buyer in and under every Acquired Asset and right, benefit or obligation thereunder or resulting therefrom, which consideration shall be held for the benefit of, and shall be promptly delivered to, Buyer. Once the applicable Consent for the assignment or transfer of any such asset Acquired Asset not assigned or transferred at the Closing is obtained, Sellers Seller shall assign and transfer such asset Acquired Asset to Buyer at no additional cost. To the extent that any such asset Acquired Asset cannot be transferred or the full benefits and burdens of use of any such asset Acquired Asset cannot be provided to Buyer following the Closing pursuant to this Section 2.53.5, then Buyer and Seller Parent shall enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide to the Parties the economic (taking into account considering Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such Consent (provided that, with respect to any such asset that is a Contract, such obligation shall continue for only so long as the applicable Contract is in effect)Consent. Seller Parent shall hold in trust for and pay to Buyer promptly upon receipt thereof, all income, proceeds and other monies received by Sellers Seller or any of their its Affiliates in connection with the use of any asset Acquired Asset in connection with the arrangements under this Section 2.53.5. To the extent that Buyer is provided the benefits and burdens of any Acquired Asset or right, benefit or obligation thereunder or resulting therefrom referred to herein (whether from Sellers Seller or otherwise) as if the appropriate Consent had been obtained, Buyer shall arrange to discharge and perform the Liabilities of Sellers Seller thereunder or in connection therewith, as applicable, to the same extent as if the appropriate Consent had been obtained. (c) In furtherance of and not in contravention of the foregoing, each of Seller Parent and Buyer shall use commercially reasonable efforts to cause the AZ License Agreements to be novated to Buyer (or one of its designated Subsidiaries) pursuant to a novation agreement with respect to the Cleviprex License Agreement substantially in the form of Exhibit F-1 and the Kengreal License Agreement substantially in the form of Exhibit F-2 (each a “Novation Agreement”), at or as soon as practicable following the Closing, such that each such AZ License Agreement is extinguished and replaced with a new license agreement between AstraZeneca AB and Buyer (or one of its designated Subsidiaries) with the same rights and obligations as the initial AZ License Agreement. If no such novation or assignment of an AZ License Agreement has become effective at the Closing for any reason, then at the Closing, Seller Parent and Buyer shall enter into a sublicense agreement with respect to the Cleviprex License Agreement, if not novated to Buyer, substantially in the form of Exhibit E-1 and the Kengreal License Agreement, if not novated to Buyer, substantially in the form of Exhibit E-2 (each a “Sublicense Agreement”), it being understood and agreed that to the extent that any of Seller Parent’s rights under an AZ License Agreement cannot be sublicensed to Buyer in accordance with the terms of such AZ License Agreement, then, to the extent permissible under such AZ License Agreement, Seller Parent shall provide Buyer with the economic and operational equivalent of such rights for the duration of the effectiveness of the related Sublicense Agreement. (d) Notwithstanding the foregoing, neither Party nor any of its respective Affiliates shall have any obligation to (i) pay sums of money (other than administrative costs and reasonable legal fees) that are not reimbursed by the other Party (with any such reimbursement being subject to the other Party’s prior written approval) or provide any guarantee or other consideration, or agree to any undertaking, in connection with obtaining the Consents or approvals referred to in this Section 2.5 or otherwise agree to any action that would adversely affect any Party or its Affiliates, or any Party’s or its Affiliates’ businesses or operations, or any right or obligation of such Party or any of its Affiliates under any Contract related to such Consents; (ii) waive or discharge any liabilities or obligations owing to either Party or its Affiliates by any counterparty under any such Contract; (iii) waive any rights of any Party or its Affiliates under any such Contracts; or (iv) amend, modify, supplement or otherwise change in any material respect (including any change that adversely affects pricing) the terms of any such Contract.