Common use of Sale and Transfer of Properties and Assets Clause in Contracts

Sale and Transfer of Properties and Assets. Upon the terms and subject to the conditions of this Agreement, Buyer shall purchase and acquire, and Novartis shall, and, as applicable, shall cause its Affiliates to, sell, transfer, convey, assign and deliver to Buyer, free and clear of all mortgages, pledges, charges, hypothecations, liens, claims, and encumbrances of any kind, nature or description (collectively, “Liens”) (except as expressly permitted in this Agreement and except Permitted Liens), at the closing (the “Closing”), all right, title and interest of Novartis and its Affiliates (collectively, “Sellers” and each a “Seller”) in and to the following assets and rights (collectively, the “Purchased Assets”): (a) all Purchased IP, including the Patent rights listed on Schedule1.1(a); (b) all rights of any of the Sellers under Contracts to the extent related to the Compound, including the Contracts listed on Schedule 1.1(b), as such Contracts may have been amended prior to the date hereof (the “Assumed Contracts”); (c) all Regulatory Filings and Approvals to the extent related to the Compound, including the Regulatory Filings and Approvals set forth on Schedule 1.1(c); (d) all intangibles and goodwill of Sellers arising from the Purchased IP; (e) all Inventory of the Compound or Products, including the Inventory listed on Schedule 1.1(e), that is not consumed in the ordinary course of the Business prior to the Closing Date (the “Purchased Inventory”); (f) [Intentionally omitted]; (g) all books, records, files, manuals, and other documentation (including clinical study reports, investigator brochures, and laboratory books), or portion thereof, in the Control of any Seller to the extent relating to the Compound or Products, including (i) all data in all databases for all clinical and pre-clinical studies for all drug trials undertaken in connection with the Compound, (ii) all Purchased IP files, file histories and other technical documents and correspondence, and (iii) all business information, tangible or intangible, to the extent relating to the Compound or Products (the “Assigned Books and Records”); and (h) all claims (including claims for past infringement or misappropriation of the Purchased IP), causes of action, judgments and demands of whatever kind or description, or portion thereof (regardless of whether or not such claims and causes of action have been asserted by Seller), to the extent relating to any of the Purchased Assets. Within [***] days after the Closing, Novartis shall deliver to Buyer, a schedule setting forth in reasonable detail the location of all tangible Purchased Assets, whether held by any of the Sellers or by Third Parties on behalf of any Sellers.

Sale and Transfer of Properties and Assets. Upon the terms and subject to the conditions of this Agreement, and in consideration of the purchase by Buyer shall described below, Buyer hereby agrees to purchase and acquireSeller hereby agrees to, and Novartis shall, and, as applicable, shall cause its Affiliates to, sell, transfer, convey, assign and deliver to Buyer, free and clear of all mortgages, pledges, charges, hypothecations, liens, claims, and encumbrances of any kind, nature or description (collectively, “Liens”) (except as expressly permitted in this Agreement and except Permitted Liens), at immediately following the closing execution of this Agreement (the “Closing”), all right, title and interest of Novartis and its Affiliates (collectively, “Sellers” and each a “Seller”) in and to the following assets and rights related to the Punctal Plug Program (collectively, the “Purchased Assets”): (a) all Patents and Trademarks set forth on Schedule 1.1(a), and all Know-How owned by Seller and its Affiliates that primarily relates to the Punctal Plug Program and which is in the possession of Sellers and its Affiliates (collectively, the “Purchased IP, including the Patent rights listed on Schedule1.1(a”); (b) all rights of any of the Sellers Seller and its Affiliates under Contracts to the extent related to the Compound, including the Contracts listed all contracts set forth on Schedule 1.1(b), as such Contracts contracts may have been amended prior to the date hereof (the “Assumed Contracts”); (c) all Regulatory Filings and Approvals to the extent related to the Compound, including the Regulatory Filings and Approvals set forth on Schedule 1.1(c); (d) any and all intangibles and goodwill of Sellers Seller and its Affiliates arising from the Purchased IP; (e) all Inventory of the Compound or Products, including the Inventory listed on Schedule 1.1(e), that ) which is not consumed in the ordinary course of the Business Seller’s business prior to the Closing Date (the “Purchased Inventory”); (f) [Intentionally omitted]all equipment listed on Schedule 1.1(f) (the “Purchased Equipment”); (g) any and all material books, records, files, manuals, and other documentation (including clinical study reports, investigator brochures, registrations and laboratory books), INDs) owned by Seller and its Affiliates and in their possession or portion thereof, in the Control of any Seller control that relate primarily to the extent relating Punctal Plug Program and not to the Compound or ProductsExcluded Assets, including (i) all material data in all databases for all clinical and pre-clinical studies for all drug and device trials undertaken in connection with as part of the CompoundPunctal Plug Program and otherwise primarily related to the Purchased Assets, (ii) all material Purchased IP files, file histories histories, engineering documents and other technical documents and correspondence, and (iii) all material business information, tangible or intangible, to primarily used in connection with the extent relating to the Compound or Products Punctal Plug Program (the “Assigned Books and Records”); andprovided, however, that the Assigned Books and Records shall not include (i) any litigation files or other files or documents protected by attorney-client privilege or that constitute attorney work-product (the “Privileged Information”); or (ii) any financial, accounting or Tax records of Seller and/or its Affiliates; (h) all claims (including claims for past infringement or misappropriation of the Purchased IP), causes of action, judgments and demands of whatever kind or description, or portion thereof description (regardless of whether or not such claims and causes of action have been asserted by Seller), to the extent relating ) that arise out of or relate to any of the Purchased Assets to the extent such claims, causes of action, judgments or demands are not Excluded Assets. Within [***] days after the Closing; and (i) all rights of indemnification, Novartis shall deliver warranty, contribution, credits, refunds, reimbursement and other rights of recovery (regardless of whether such rights are currently exercisable) possessed by Seller against third parties (excluding insurance carriers) that arise out of or relate to Buyer, a schedule setting forth in reasonable detail the location of all tangible Purchased Assets, whether held by any of the Sellers Purchased Assets to the extent such rights of indemnification, warranty, contribution, credits, refunds, reimbursement or by Third Parties on behalf other rights of recovery are not Excluded Assets or do not relate to (or represent a counterclaim of Seller or its Affiliates in connection with) any SellersExcluded Liability and provided that, with respect to any such rights the transfer of which is subject to third party consents, Seller shall use commercially reasonable efforts to secure such consents, at Buyer’s expense.

Sale and Transfer of Properties and Assets. Upon the terms and subject to the conditions of this Agreement, and in consideration of the purchase by Buyer shall described below, Buyer hereby agrees to purchase and acquireSeller hereby agrees to, and Novartis shall, and, as applicable, shall cause its Affiliates to, sell, transfer, convey, assign and deliver to Buyer, free and clear of all mortgages, pledges, charges, hypothecations, liens, claims, and encumbrances of any kind, nature or description (collectively, “Liens”) (except as expressly permitted in this Agreement and except Permitted Liens), at immediately following the closing execution of this Agreement (the “Closing”), all right, title and interest of Novartis and its Affiliates (collectively, “Sellers” and each a “Seller”) in and to the following assets and rights related to the MedLaunch Implant Program (collectively, the “Purchased Assets”): (a) all Purchased IP, including the Patent rights listed on Schedule1.1(a); (b) all rights of any of the Sellers Seller and its Affiliates under Contracts to the extent related to the Compound, including the Contracts listed all contracts set forth on Schedule 1.1(b), as such Contracts contracts may have been amended prior to the date hereof (the “Assumed Contracts”); (c) all Regulatory Filings and Approvals to the extent related to the Compound, including the Regulatory Filings and Approvals set forth on Schedule 1.1(c); (d) any and all intangibles and goodwill of Sellers Seller and its Affiliates arising from the Purchased IP; (e) all Inventory of the Compound or Products, including the Inventory listed on Schedule 1.1(e), that ) which is not consumed in the ordinary course of the Business Seller’s business prior to the Closing Date (the “Purchased Inventory”); (f) all equipment listed on Schedule 1.1(f) (the “Purchased Equipment”); CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[Intentionally omitted***];”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (g) any and all material books, records, files, manuals, and other documentation (including clinical study reports, investigator brochures, registrations and laboratory books), INDs) owned by Seller and its Affiliates and in their possession or portion thereof, in the Control of any Seller control that relate primarily to the extent relating to the Compound or ProductsMedLaunch Implant Program, including (i) all material data in all databases for all clinical and pre-clinical studies for all drug and device trials undertaken in connection with as part of the CompoundMedLaunch Implant Program and otherwise primarily related to the Purchased Assets, (ii) all material Purchased IP JP files, file histories histories, engineering documents and other technical documents and correspondence, and (iiiHi) all material business information, tangible or intangible, to primarily used in connection with the extent relating to the Compound or Products MedLaunch Implant Program (the “Assigned Books and Records”); and): (h) all claims (including claims for past infringement or misappropriation of the Purchased IP), causes of action, judgments and demands of whatever kind or description, or portion thereof description (regardless of whether or not such claims and causes of action have been asserted by Seller), to the extent relating ) that arise out of or relate to any of the Purchased Assets to the extent such claims, causes of action, judgments or demands are not Excluded Assets. Within [***] days after the Closing; and (i) all rights of indemnification, Novartis shall deliver warranty, contribution, credits, refunds, reimbursement and other rights of recovery (regardless of whether such rights are currently exercisable) possessed by Seller against third parties (excluding insurance carriers) that arise out of or relate to Buyer, a schedule setting forth in reasonable detail the location of all tangible Purchased Assets, whether held by any of the Sellers Purchased Assets to the extent such rights of indemnification, warranty, contribution, credits, refunds, reimbursement or by Third Parties on behalf other rights of recovery are not Excluded Assets or do not relate to (or represent a counterclaim of Seller or its Affiliates in connection with) any SellersExcluded Liability and provided that, with respect to any such rights the transfer of which is subject to third party consents, Seller shall use commercially reasonable efforts to secure such consents, at Buyer’s expense.