Common use of Purchase Sale and Transfer Clause in Contracts

Purchase Sale and Transfer. Upon the terms and subject to the conditions of this Agreement, at the Closing: (a) Roche Nutley agrees to sell to Buyer, and Buyer agrees to purchase from Roche Nutley, the Shares; (b) Roche Nutley agrees to sell, convey, transfer, assign and deliver to Buyer, and Buyer agrees to acquire and accept, all of Roche Nutley’s right, title and interest in, to and under the patents and patent applications set forth on Section 2.01(b) of the Sellers Disclosure Schedule (collectively, the “Assigned Nutley Patents”); [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Commission upon request. (c) Roche Basel agrees to sell, convey, transfer, assign and deliver to Buyer, and Buyer agrees to acquire and accept, all of Roche Basel’s right, title and interest in, to and under the patents and patent applications set forth on Section 2.01(c) of the Sellers Disclosure Schedule (collectively, the “Assigned Basel Patents”); (d) subject to Section 2.03, Roche Nutley agrees to sell, convey, transfer, assign and deliver to Buyer, and Buyer agrees to acquire and accept, all of Roche Nutley’s right, title and interest in and to, and Buyer agrees to assume, perform and discharge all of the obligations and liabilities of Roche Nutley under, all contracts, licenses, agreements and commitments listed on Section 2.01(d) of the Sellers Disclosure Schedule (collectively, the “Assigned Nutley Licenses”); and (e) subject to Xxxxxxx 0.00, Xxxxx Xxxxx agrees to sell, convey, transfer, assign and deliver to Buyer, and Buyer agrees to acquire and accept, all of Roche Basel’s right, title and interest in and to, and Buyer agrees to assume, perform and discharge all of the obligations and liabilities of Roche Basel under, all contracts, licenses, agreements and commitments listed on Section 2.01(e) of the Sellers Disclosure Schedule (the “Assigned Basel Licenses”). The purchase price for the Shares and the Transferred Assets (the “Purchase Price”) is the Buyer Note and 9,017,021 shares of Buyer Stock issuable at the Closing and that number of shares of Buyer Stock (if any) and cash (if any) issuable or payable pursuant to Section 2.08 on the Post-Closing Payment Date. The Purchase Price shall be paid as provided in Section 2.02 and Section 2.08 and shall be allocated, along with the Contingent Consideration, as between Sellers and the Shares and Transferred Assets as set forth in Section 2.07.

Purchase Sale and Transfer. Upon the terms and subject to the conditions of this Agreement, at the Closing: (a) Roche Nutley agrees to sell to Buyer, and Buyer agrees to purchase from Roche Nutley, the Shares; (b) Roche Nutley Seller agrees to sell, convey, transfer, assign and deliver to Buyer, and Buyer agrees to acquire and accept, all of Roche NutleySeller’s right, title and interest in, to and under the patents and patent applications set forth on Section 2.01(b2.01(a) of the Sellers Seller Disclosure Schedule (collectively, the “Assigned Nutley Patents”); [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Commission upon request.; (cb) Roche Basel Seller agrees to sell, convey, transfer, assign and deliver to Buyer, and Buyer agrees to acquire and accept, all of Roche BaselSeller’s right, title and interest in, to and under its RNAi- related investigational new drug applications, regulatory filings and data (including all clinical and pre-clinical data), excluding any new drug applications, regulatory filings and data relating solely to the patents and patent applications set forth on Section 2.01(c) of the Sellers Disclosure Schedule Excluded Assets (collectively, the “Assigned Basel PatentsAssets”);; and (dc) subject to Section 2.03, Roche Nutley Seller agrees to sell, convey, transfer, assign and deliver to Buyer, and Buyer agrees to acquire and accept, all of Roche NutleySeller’s right, title and interest in and to, and Buyer agrees to assume, perform and discharge all of the future obligations and liabilities of Roche Nutley Seller under, all contracts, licenses, agreements and commitments listed on Section 2.01(d2.01(c)(i) of the Sellers Seller Disclosure Schedule (collectively, the “Assigned Nutley Licenses”); and (e) subject , which Assigned Licenses relate to Xxxxxxx 0.00, Xxxxx Xxxxx agrees to sell, convey, transfer, assign the patents and deliver to Buyer, and Buyer agrees to acquire and accept, all of Roche Basel’s right, title and interest in and to, and Buyer agrees to assume, perform and discharge all of the obligations and liabilities of Roche Basel under, all contracts, licenses, agreements and commitments listed patent applications set forth on Section 2.01(e2.01(c)(ii) of the Sellers Seller Disclosure Schedule (the “Assigned Basel Licenses”)Schedule. The purchase price for the Shares and the Transferred Assets (the “Purchase Price”) is the Buyer Note and 9,017,021 50,000,000 shares of Buyer Stock issuable to be issued at the Closing (the “Shares”), as well as the royalties and that number of shares of Buyer Stock (if any) and cash (if any) issuable or payable pursuant milestones, to Section 2.08 on the Post-Closing Payment Dateextent payable, as described in Article 6. The Purchase Price attributable to the Shares shall be paid as provided in Section 2.02 2.02, and Section 2.08 the Purchase Price attributable to the royalties and milestones shall be allocatedpaid, along with the Contingent Considerationwhen, as between Sellers and if required under Sections 6.01 and 6.02, respectively. Other than (i) accrued liabilities not to exceed $60,000 in the Shares aggregate (the “Maintenance Costs”) and (ii) obligations and liabilities arising under or relating to the Transferred Assets as set forth in Section 2.07after the Closing, Buyer is not assuming any obligations or liabilities of Seller.

Purchase Sale and Transfer. Upon the terms and subject to the conditions of this Agreement, at the Closing: (a) Roche Nutley agrees to sell to Buyer, and Buyer agrees to purchase from Roche Nutley, the Shares; (b) Roche Nutley Seller agrees to sell, convey, transfer, assign and deliver to Buyer, and Buyer agrees to acquire and accept, all of Roche NutleySeller’s right, title and interest in, to and under the patents and patent applications set forth on Section 2.01(b2.01(a) of the Sellers Seller Disclosure Schedule (collectively, the “Assigned Nutley Patents”); [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Schedules (or similar attachments) referred to and listed herein shall have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule (or similar attachment) will be furnished to the Commission upon request.; (cb) Roche Basel Seller agrees to sell, convey, transfer, assign and deliver to Buyer, and Buyer agrees to acquire and accept, all of Roche BaselSeller’s right, title and interest in, to and under its RNAi-related investigational new drug applications, regulatory filings and data (including all clinical and pre-clinical data), excluding any new drug applications, regulatory filings and data relating solely to the patents and patent applications set forth on Section 2.01(c) of the Sellers Disclosure Schedule Excluded Assets (collectively, the “Assigned Basel PatentsAssets”);; and (dc) subject to Section 2.03, Roche Nutley Seller agrees to sell, convey, transfer, assign and deliver to Buyer, and Buyer agrees to acquire and accept, all of Roche NutleySeller’s right, title and interest in and to, and Buyer agrees to assume, perform and discharge all of the future obligations and liabilities of Roche Nutley Seller under, all contracts, licenses, agreements and commitments listed on Section 2.01(d2.01(c)(i) of the Sellers Seller Disclosure Schedule (collectively, the “Assigned Nutley Licenses”); and (e) subject , which Assigned Licenses relate to Xxxxxxx 0.00, Xxxxx Xxxxx agrees to sell, convey, transfer, assign the patents and deliver to Buyer, and Buyer agrees to acquire and accept, all of Roche Basel’s right, title and interest in and to, and Buyer agrees to assume, perform and discharge all of the obligations and liabilities of Roche Basel under, all contracts, licenses, agreements and commitments listed patent applications set forth on Section 2.01(e2.01(c)(ii) of the Sellers Seller Disclosure Schedule (the “Assigned Basel Licenses”)Schedule. The purchase price for the Shares and the Transferred Assets (the “Purchase Price”) is the Buyer Note and 9,017,021 50,000,000 shares of Buyer Stock issuable to be issued at the Closing (the “Shares”), as well as the royalties and that number of shares of Buyer Stock (if any) and cash (if any) issuable or payable pursuant milestones, to Section 2.08 on the Post-Closing Payment Dateextent payable, as described in Article 6. The Purchase Price attributable to the Shares shall be paid as provided in Section 2.02 2.02, and Section 2.08 the Purchase Price attributable to the royalties and milestones shall be allocatedpaid, along with the Contingent Considerationwhen, as between Sellers and if required under Sections 6.01 and 6.02, respectively. Other than (i) accrued liabilities not to exceed $60,000 in the Shares aggregate (the “Maintenance Costs”) and (ii) obligations and liabilities arising under or relating to the Transferred Assets as set forth in Section 2.07after the Closing, Buyer is not assuming any obligations or liabilities of Seller.