Common use of Product Transfer Clause in Contracts

Product Transfer. Unless and until a Product Transfer occurs, the Parent shall remain responsible for paying any and all Milestone Payments in accordance with Section 2.4 and Section 4.2 upon the achievement of the corresponding Milestone, if achieved by the Parent or any of its Affiliates or any of their licensees or sublicensees to which Parent or any of its Affiliates have granted rights to perform the applicable activities, on or before the date specified for the applicable Milestone. Without limiting the foregoing, so long as any of the CVRs remain outstanding, in the event that the Parent or, after a transaction permitted and undertaken pursuant to this Section 4.4, any of its respective successors, assignees or transferees: (a) consolidates or merges with or into any other Person and is not the continuing or surviving entity of such consolidation or merger; or (b) transfers or conveys all or substantially all of its properties and assets to any Person or otherwise transfers or conveys any of the Products or any rights thereto (any such consolidation, merger, transfer or conveyance, a “Product Transfer”), then, and in each such case, the Parent shall either (i) ensure that each such successor, assignee or transferee (A) has the financial wherewithal at the time of the Product Transfer to perform the Parent’s obligations under this CVR Agreement and (B) agrees to assume and perform all obligations of the Parent, including payment of all Milestone Payments applicable to such Product, set forth in this CVR Agreement (in each instance as though such successor, assignee or transferee had been named herein) or (ii) the Parent shall agree to remain subject to its obligations hereunder, including payment of all Milestone Payments.

Product Transfer. Unless and until a Product Transfer occurs, the Parent Company shall remain responsible for paying any and all Milestone Payments in accordance with Section SECTION 2.4 and Section 4.2 upon the achievement of the corresponding Milestone, if whether achieved by the Parent or Company, any of its Affiliates or any of their licensees or sublicensees with respect to which Parent or any of its Affiliates have granted rights to perform develop or commercialize the applicable activities, on or before the date specified for the applicable MilestoneProduct. Without limiting the foregoing, so long as any of the CVRs remain outstanding, in the event that the Parent Company or, after a transaction permitted and undertaken pursuant to this Section SECTION 4.4, any of its respective successors, assignees or transferees: (a) consolidates or merges with or into any other Person and is not the continuing or surviving entity of such consolidation or merger; or (b) transfers or conveys all or substantially all of its properties and assets to any Person or otherwise transfers or conveys any of the Products Compound or any rights thereto Product (any such consolidation, merger, transfer or conveyance, a “Product Transfer”), then, and in each such case, the Parent Company shall either (i) ensure that each such successor, assignee or transferee (A) has the financial wherewithal at the time of the Company or such assets, Compound or Product Transfer to perform the Parent’s obligations under this CVR Agreement and (B) agrees to assume and perform all obligations of the ParentCompany, including payment of all Milestone Payments applicable to such ProductPayments, set forth in this CVR Agreement (in each instance as though such successor, assignee or transferee had been named herein) or (ii) the Parent Company shall agree to remain subject to its obligations hereunder, including payment of all Milestone Payments. Further, in the event of an assignment by the Company to any controlled Affiliate of the Company, but only for so long as it remains a controlled Affiliate of the Company after which the obligations of the foregoing sentence shall apply, the Company shall agree to remain liable for the performance by each such assignee of all obligations, including payment of all Milestones Payments, of the Company hereunder.