Common use of Title to Assets; Liens and Encumbrances Clause in Contracts

Title to Assets; Liens and Encumbrances. Except as set forth in Schedule 7.2(b) hereof, Dura Bermuda has good title to the Keftab Products and any inventions, know-how, trade secrets, intellectual property rights and technology necessary to assign, transfer and deliver the Keftab Rights, and Dura Bermuda has the right to grant the rights to the Keftab Products to DJ Pharma as set forth herein, free and clear of all security interests, liens, claims, restrictions, royalty obligations and encumbrances whatsoever other than any of the foregoing which will not interfere with DJ Pharma's rights to manufacture or have manufactured, market, distribute, offer for sale and sell the Keftab Products. In connection with Dura's security interest with respect to the Keftab Products pursuant to the terms of the Dura Bermuda Security Agreement (as defined in Schedule 7.2(b) hereof), Dura hereby covenants that should Dura exercise its rights at any time during the Licensing Period with respect to its security interest in the Keftab Products under the Dura Bermuda Security Agreement, Dura shall assume all of Dura Bermuda's obligations to DJ Pharma with respect to the Keftab Products under this Agreement. Notwithstanding the foregoing, Dura hereby covenants that should the Keftab Rights be transferred to DJ Pharma pursant to Section 1.4 hereof, and if as of such time Dura has not exercised its rights under the Dura Bermuda Security Agreement with respect to the Keftab Products, Dura shall as of the Second Closing release its security interest under the Dura Bermuda Security Agreement with respect to the Keftab Products. Such rights licensed, assigned, delivered or transferred to DJ Pharma under this Agreement and the Assignment (at Second Closing) represent all of the rights which Dura Bermuda owns or has with respect to the Keftab Products and constitute all of the rights necessary for DJ Pharma to market, promote, distribute, offer for sale, and sell each of the Keftab Products. Dura Bermuda has the right to grant the rights to the Keftab Rights under the Assignment (by Second Closing) and to the Keftab Trademark and as set forth under the Licensing Agreement.

Title to Assets; Liens and Encumbrances. Except as set forth in Schedule 7.2(b7.1(b) hereof, Dura Bermuda has good title to the Keftab CCA/Rondec Products and the inventory of Rondec Products and CCA Products and any inventions, know-how, trade secrets, intellectual property rights and technology necessary to assigntransfer, transfer assign and deliver the Keftab Rights, Rondec Purchased Assets and Dura Bermuda CCA Purchased Assets and has the right to grant the rights to in connection with the Keftab CCA/Rondec Products to DJ Pharma as set forth herein, free and clear of all security interests, liens, claims, restrictions, royalty obligations and encumbrances whatsoever other than any of the *Certain confidential portions of this Exhibit were omitted by means of marking such portions with an asterisk (the "Xxxx"). This Exhibit has been filed with the Secretary of the Commission without the Xxxx pursuant to the Company's application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934, as amended. foregoing which will not interfere with DJ Pharma's rights to manufacture or have manufactured, market, distribute, offer for sale sale, market and sell the Keftab Products. In connection with Dura's security interest with respect to the Keftab Products pursuant to the terms of the Dura Bermuda Security Agreement (as defined in Schedule 7.2(b) hereof), Dura hereby covenants that should Dura exercise its rights at any time during the Licensing Period with respect to its security interest in the Keftab Products under the Dura Bermuda Security Agreement, Dura shall assume all of Dura Bermuda's obligations to DJ Pharma with respect to the Keftab Products under this Agreement. Notwithstanding the foregoing, Dura hereby covenants that should the Keftab Rights be transferred to DJ Pharma pursant to Section 1.4 hereof, and if as of such time Dura has not exercised its rights under the Dura Bermuda Security Agreement with respect to the Keftab Products, Dura shall as of the Second Closing release its security interest under the Dura Bermuda Security Agreement with respect to the Keftab CCA/Rondec Products. Such rights licensed, assigned, transferred or delivered or transferred to DJ Pharma under this Agreement and the Assignment (at Second Closing) represent all of the rights which Dura Bermuda owns or has with respect to the Keftab CCA/Rondec Products and constitute all of the rights necessary for DJ Pharma to market, promote, distribute, offer for sale, promote and sell each of the Keftab CCA/Rondec Products (and manufacture the Rondec Products and CCA Products). Dura Bermuda is the non-exclusive licensee of the Rondec Patent in the Rondec Territory and has the right to grant the exclusive rights to the Keftab Rights U.S. trademarks RONDEC-Registered Trademark- and RONDEC-TR-Registered Trademark- for medicine and pharmaceutical preparations in the Rondec Territory. No other unrelated party has been granted a license or other permission to use the trademarks RONDEC-Registered Trademark- and RONDEC-TR-Registered Trademark- in the Rondec Territory for medicine and pharmaceutical preparations, and upon the Closing, with the exception of the supply and manufacture of the Rondec Products under the Assignment (by Second Xxxxxx Supply Agreement, DJ Pharma will have the sole right to use the trademarks RONDEC-Registered Trademark- and RONDEC-TR-Registered Trademark- in the Rondec Territory for medicine and pharmaceutical preparations. Dura is the sole owner of the CCA Trademarks. No other party has been granted a license or other permission to use the CCA Trademarks, and upon the Closing) , with the exception of the supply and to manufacture of the Keftab Trademark and as set forth CCA Products under the Licensing Dura Supply Agreement, DJ Pharma will have the sole right to use the CCA Trademarks.

Title to Assets; Liens and Encumbrances. Except as set forth in Schedule 7.2(b7.1(b) hereof, Dura Bermuda has good title to the Keftab CCA/Rondec Products and the inventory of Rondec Products and CCA Products and any inventions, know-how, trade secrets, intellectual property rights and technology necessary to assigntransfer, transfer assign and deliver the Keftab Rights, Rondec Purchased Assets and Dura Bermuda CCA Purchased Assets and has the right to grant the rights to in connection with the Keftab CCA/Rondec Products to DJ Pharma as set forth herein, free and clear of all security interests, liens, claims, restrictions, royalty obligations and encumbrances whatsoever other than any of the foregoing which will not interfere with DJ Pharma's rights to manufacture or have manufactured, market, distribute, offer for sale sale, market and sell the Keftab Products. In connection with Dura's security interest with respect to the Keftab Products pursuant to the terms of the Dura Bermuda Security Agreement (as defined in Schedule 7.2(b) hereof), Dura hereby covenants that should Dura exercise its rights at any time during the Licensing Period with respect to its security interest in the Keftab Products under the Dura Bermuda Security Agreement, Dura shall assume all of Dura Bermuda's obligations to DJ Pharma with respect to the Keftab Products under this Agreement. Notwithstanding the foregoing, Dura hereby covenants that should the Keftab Rights be transferred to DJ Pharma pursant to Section 1.4 hereof, and if as of such time Dura has not exercised its rights under the Dura Bermuda Security Agreement with respect to the Keftab Products, Dura shall as of the Second Closing release its security interest under the Dura Bermuda Security Agreement with respect to the Keftab CCA/Rondec Products. Such rights licensed, assigned, transferred or delivered or transferred to DJ Pharma under this Agreement and the Assignment (at Second Closing) represent all of the rights which Dura Bermuda owns or has with respect to the Keftab CCA/Rondec Products and constitute all of the rights necessary for DJ Pharma to market, promote, distribute, offer for sale, promote and sell each of the Keftab CCA/Rondec Products (and manufacture the Rondec Products and CCA Products). Dura Bermuda is the non-exclusive licensee of the Rondec Patent in the Rondec Territory and has the right to grant the exclusive rights to the Keftab Rights U.S. trademarks RONDEC-Registered Trademark- and RONDEC-TR-Registered Trademark- for medicine and pharmaceutical preparations in the Rondec Territory. No other unrelated party has been granted a license or other permission to use the trademarks RONDEC-Registered Trademark- and RONDEC-TR-Registered Trademark- in the Rondec Territory for medicine and pharmaceutical preparations, and upon the Closing, with the exception of the supply and manufacture of the Rondec Products under the Assignment (by Second Xxxxxx Supply Agreement, DJ Pharma will have the sole right to use the trademarks RONDEC-Registered Trademark- and RONDEC-TR-Registered Trademark- in the Rondec Territory for medicine and pharmaceutical preparations. Dura is the sole owner of the CCA Trademarks. No other party has been granted a license or other permission to use the CCA Trademarks, and upon the Closing) , with the exception of the supply and to manufacture of the Keftab Trademark and as set forth CCA Products under the Licensing Dura Supply Agreement, DJ Pharma will have the sole right to use the CCA Trademarks.

Title to Assets; Liens and Encumbrances. Except as set forth in Schedule 7.2(b) hereof, Dura Bermuda has good title to the Keftab Products and any inventions, know-how, trade secrets, intellectual property rights and technology necessary to assign, transfer and deliver the Keftab Rights, and Dura Bermuda has the right to grant the rights to the Keftab Products to DJ Pharma as set forth herein, free and clear of all security interests, liens, claims, restrictions, royalty obligations and encumbrances whatsoever other than any of the foregoing which will not interfere with DJ Pharma's rights to manufacture or have manufactured, market, distribute, offer for sale and sell the Keftab Products. In connection with Dura's security interest with respect to the Keftab Products pursuant to the terms of the Dura Bermuda Security Agreement (as defined in Schedule 7.2(b) hereof), Dura hereby covenants that should Dura exercise its rights at any time during the Licensing Period with respect to its security interest in the Keftab Products under the Dura Bermuda Security Agreement, Dura shall assume all of Dura Bermuda's obligations to DJ Pharma with respect to the Keftab Products under this Agreement. Notwithstanding the foregoing, Dura hereby covenants that should the Keftab Rights be transferred to DJ Pharma pursant pursuant to Section 1.4 hereof, and if as of such time Dura has not exercised its rights under the Dura Bermuda Security Agreement with respect to the Keftab Products, Dura shall as of the Second Closing release its security interest under the Dura Bermuda Security Agreement with respect to the Keftab Products. Such rights licensed, assigned, delivered or transferred to DJ Pharma under this Agreement and the Assignment (at Second Closing) represent all of the rights which Dura Bermuda owns or has with respect to the Keftab Products and constitute all of the rights necessary for DJ Pharma to market, promote, distribute, offer for sale, and sell each of the Keftab Products. Dura Bermuda has the right to grant the rights to the Keftab Rights under the Assignment (by Second Closing) and to the Keftab Trademark and as set forth under the Licensing Agreement.