Common use of Retained Rights; No Assumed Obligations; Seller Authority Clause in Contracts

Retained Rights; No Assumed Obligations; Seller Authority. Notwithstanding any provision in this Agreement to the contrary: (a) upon each of the Milestone Closing Dates, Purchaser is acquiring only the rights to the Purchased Receivables and the back-up security interest granted pursuant to Section 4.8 and does not, by purchase of such rights, acquire any other assets or rights to assets of Seller or its Affiliates other than such Purchased Receivables and back-up security interest; (b) Purchaser does not, by purchase of any Purchased Receivables hereunder, assume any Liability of Seller or any of its Affiliates, and all such Liabilities will be retained by and remain Liabilities of Seller or its Affiliates; (c) none of Purchaser’s Affiliates will be bound by this Agreement, unless Purchaser otherwise expressly agrees in writing or Purchaser transfers this Agreement to an Affiliate pursuant to Section 8.3; (d) except as otherwise expressly provided in this Agreement, Seller has sole responsibility for the research, development, commercialization and exploitation of the Products, including regulatory compliance, intellectual property protection, manufacturing, marketing, clinical development, distribution, sales, product liability and reimbursement with respect thereto; and (e) this Agreement does not establish any partnership or joint venture for U.S. federal income tax purposes between Purchaser and Seller.

Retained Rights; No Assumed Obligations; Seller Authority. Notwithstanding any provision in this Agreement to the contrary: (a) upon Upon each of the Milestone First Closing DatesDate, the Second Closing Date and the Third Closing Date, Purchaser is acquiring only the rights to the Purchased Receivables and relating to the back-up security interest granted pursuant to Product Payments specified in Section 4.8 2.1 and does not, by purchase of such rights, acquire any other assets or rights to assets of Seller or its Affiliates other than such the Purchased Receivables and back-up security interestrelating to such Product Payments; (b) Purchaser does not, by purchase of any Purchased Receivables hereunder, assume any Liability of Seller or any of its Affiliates, and ; all such Liabilities will be retained by and remain Liabilities of Seller or its Affiliates; (c) none None of Purchaser’s Affiliates will be bound by this Agreement, unless Purchaser otherwise expressly agrees in writing or Purchaser transfers this Agreement to an Affiliate pursuant to Section 8.3;9.3; and (d) except Except as otherwise expressly provided in this Agreement, Seller has sole responsibility for the research, development, commercialization and exploitation of the ProductsProduct, including regulatory compliance, intellectual property protection, manufacturing, marketing, clinical development, distribution, sales, product liability and reimbursement with respect thereto; and (e) this Agreement does not establish any partnership or joint venture for U.S. federal income tax purposes between Purchaser and Seller.