Common use of Transfer of Purchased Assets Clause in Contracts

Transfer of Purchased Assets. (a) With respect to (i) documented Clinical Data and Program Know-How in Seller’s possession and control, (ii) Patent Files and (iii) Inventory, Seller shall transfer and deliver all of the aforementioned items, promptly following the Closing Date, as may be requested by Purchaser and at Purchaser’s expense for shipping and handling, to the locations, and in accordance with the instructions, specified by Purchaser. Purchaser acknowledges that all Clinical Data and Program Know-How will be provided as paper files that Seller has Provided Purchaser with electronic courtesy copies of Clinical Data and that Seller is not obligated to provide any additional electronic documents to Purchaser relating to Clinical Data or Program Know-How. (b) Promptly after the Closing Date, Seller shall (i) send letters (in form and substance satisfactory to Purchaser) to the FDA and other Regulatory Authorities indicating that the Regulatory Materials are transferred to Purchaser and that Purchaser is the new owner of the Regulatory Materials as of the Closing Date, and (ii) provide to Purchaser a copy of said letters. Promptly after the Closing Date, the parties will cooperate in transferring the Regulatory Materials to Purchaser. The target date for the transfer shall be agreed upon by the parties. Within twenty (20) days after the Closing Date, Seller will forward to Purchaser a complete copy of the Regulatory Materials for the Program Compounds, as well as copies of all correspondence with, and periodic and other reports (including adverse event reports and the underlying data) to, Regulatory Authorities with respect to the Program Compounds or Regulatory Materials. Until the Regulatory Materials have been transferred to Purchaser, Seller shall be responsible for maintaining them. After such transfer, Purchaser will assume all responsibility for the Regulatory Materials, at Purchaser’s sole cost and expense. (c) Prior to the Closing, each party shall cooperate with the other in making and maintaining all regulatory filings that may be necessary in connection with the execution, delivery and performance of this Agreement or the Transaction Documents.

Transfer of Purchased Assets. (a) With respect to (i) documented Clinical Data and Program Know-How Unless otherwise stated in Seller’s possession and control, (ii) Patent Files and (iii) Inventory, Seller shall transfer and deliver all of the aforementioned itemsMaster Separation Agreement, promptly following the Closing Date: (i) the Seller Parties shall prepare such Purchased Assets located at any facilities currently occupied by any Seller Party that are not to be purchased, as may assigned, subleased, transferred to or otherwise occupied by Purchaser pursuant to this Agreement or the Master Separation Agreement (each such facility, a “Seller Facility”) for relocation (it being understood that Purchaser shall reimburse the Seller Parties for their reasonable out-of-pocket expenses incurred with respect to such preparation); and (ii) Purchaser shall (A) relocate such Purchased Assets from the relevant Seller Facility; (B) be responsible for all data transfer, delivery, transmission and reformatting costs and expenses related to the acquisition of assets, and (C) indemnify, defend and reimburse the respective Seller Party for all Seller Losses arising out of any physical damage to any Seller Facility or Excluded Assets arising out of or related to Purchaser’s removal, detachment, disconnection or transportation of the Purchased Assets, provided such damage was not the result of gross negligence or willful misconduct by the Seller Parties or their agents. Subject to the terms of this Section 2.3, each Seller Party agrees to cooperate with Purchaser and provide Purchaser all assistance reasonably requested by Purchaser in connection with the planning and implementation of the transfer of Purchased Assets, whether located at any Seller Facility or a third party’s facility, or any portion of any of them to such location as Purchaser shall designate. Purchased Assets shall be transported by or on behalf of Purchaser’s expense for shipping , and handlinguntil all of the Purchased Assets are removed from a Seller Facility, the applicable Seller Party will permit Purchaser and its authorized agents or representatives, upon prior notice, to have reasonable access to the locationsSeller Facility to the extent necessary to remove the Purchased Assets. Purchaser shall be responsible for the reasonable out-of-pocket costs of the Seller Parties incurred in disconnecting and detaching all fixtures and equipment that are Purchased Assets from the floor, ceiling and in accordance with the instructions, specified walls of a Seller Facility so as to be freely removed from a Seller Facility by Purchaser. Purchaser acknowledges that all Clinical Data and Program Know-How will be provided as paper files that Seller has Provided Purchaser with electronic courtesy copies of Clinical Data and that Seller is not obligated to provide any additional electronic documents to Purchaser relating to Clinical Data or Program Know-How. (b) Promptly after the Closing Date, Seller shall (i) send letters (in form and substance satisfactory to Purchaser) to the FDA and other Regulatory Authorities indicating that the Regulatory Materials are transferred to Purchaser and that Purchaser is the new owner of the Regulatory Materials as of the Closing Date, and (ii) provide to Purchaser a copy of said letters. Promptly after the Closing Date, the parties will cooperate in transferring the Regulatory Materials to Purchaser. The target date for the transfer shall be agreed upon by the parties. Within twenty (20) days after the Closing Date, Seller will forward to Purchaser a complete copy of the Regulatory Materials for the Program Compounds, as well as copies of all correspondence with, and periodic and other reports (including adverse event reports and the underlying data) to, Regulatory Authorities with respect to the Program Compounds or Regulatory Materials. Until the Regulatory Materials have been transferred to Purchaser, Seller shall be responsible for maintaining themthe reasonable out-of-pocket costs of the Seller Parties incurred in packaging and loading the Purchased Assets for transporting to and reinstalling the Purchased Assets at such location(s) as Purchaser shall determine. After Risk of loss as to any Purchased Asset shall be borne by, and shall pass to, the Purchaser as of the applicable Effective Time, including with respect to any Purchased Assets located at any contract manufacturer or other third party (it being understood that the Seller Parties shall have no obligation to transfer physically any of such transfer, Purchaser will assume all responsibility for the Regulatory Materials, at Purchased Assets to Purchaser’s sole cost and expense). (c) Prior to the Closing, each party shall cooperate with the other in making and maintaining all regulatory filings that may be necessary in connection with the execution, delivery and performance of this Agreement or the Transaction Documents.

Transfer of Purchased Assets. (a) With respect At the Closing, in the case of the Initial Closing Jurisdictions, and at the applicable Subsequent Closing, in the case of each Subsequent Closing Jurisdiction, Buyer and its designated Buying Affiliates will purchase from Seller and the Selling Affiliates, and Seller and the Selling Affiliates will transfer to (i) documented Clinical Data Buyer and Program Know-How its designated Buying Affiliates all of their right, title and interest in Seller’s possession and controlto, (ii) Patent Files and (iii) Inventory, Seller shall transfer and deliver all of the aforementioned itemsPurchased Assets of each Business Unit located in the applicable Closing Jurisdiction. For the avoidance of doubt, promptly following unless otherwise expressly agreed by the Parties in writing, legal title to Purchased Assets located in a particular Closing Jurisdiction will not be deemed purchased by Buyer or its designated Buying Affiliates, and will not be deemed transferred or sold by Seller and the Selling Affiliates, until the Closing Date, as may be requested by Purchaser and at Purchaser’s expense for shipping and handlingin the case of the Initial Closing Jurisdictions, to or the locations, and in accordance with the instructions, specified by Purchaser. Purchaser acknowledges that all Clinical Data and Program Know-How will be provided as paper files that Seller has Provided Purchaser with electronic courtesy copies of Clinical Data and that Seller is not obligated to provide any additional electronic documents to Purchaser relating to Clinical Data or Program Know-How. (b) Promptly after the applicable Subsequent Closing Date, in the case of each Subsequent Closing Jurisdiction. Purchased Contracts to which a Selling Affiliate is a party will be deemed to be located in the jurisdiction in which the Selling Affiliate is organized and has its operations; provided, that, if Seller shall and one or more Selling Affiliates, or one or more Selling Affiliates, are party to a particular Purchased Contract, (ix) send letters the Purchased Contract will be deemed to be a separate Contract of Seller, if applicable, and each such Selling Affiliate, (y) the rights, title and interest of Seller under such Purchased Contract, if applicable, will be deemed located in form the United States and substance satisfactory to Purchaser) to transferred at the FDA and other Regulatory Authorities indicating that the Regulatory Materials are transferred to Purchaser and that Purchaser is the new owner of the Regulatory Materials as of the Closing DateInitial Closing, and (iiz) provide the rights, title and interest of each such Selling Affiliate under such Purchased Contract will be deemed to Purchaser a copy of said letters. Promptly after be located in the Closing Datejurisdiction in which the Selling Affiliate is organized and has its operations and, the parties subject to Section 2.7, will cooperate in transferring the Regulatory Materials to Purchaser. The target date for the transfer shall be agreed upon by the parties. Within twenty (20) days after the Closing Date, Seller will forward to Purchaser a complete copy of the Regulatory Materials for the Program Compounds, as well as copies of all correspondence with, and periodic and other reports (including adverse event reports and the underlying data) to, Regulatory Authorities with respect to the Program Compounds or Regulatory Materials. Until the Regulatory Materials have been transferred to Purchaser, Seller shall be responsible for maintaining them. After such transfer, Purchaser will assume all responsibility for the Regulatory Materials, at Purchaser’s sole cost and expense. (c) Prior to the Closing, in the case of Purchased Contracts located in the Initial Closing Jurisdictions, and at the applicable Subsequent Closing, in the case of each party shall cooperate with the other in making and maintaining all regulatory filings that may be necessary in connection with the execution, delivery and performance of this Agreement or the Transaction DocumentsSubsequent Closing Jurisdiction.

Transfer of Purchased Assets. (a) With respect to (i) documented Clinical Data The Sellers and Program Know-How the Buyer agree that unless otherwise requested by the Buyer in Seller’s possession and controlwriting, (ii) Patent Files and (iii) Inventory, Seller shall transfer and deliver all any of the aforementioned items, Purchased Assets (including software) that can be transmitted to the Buyer electronically will be so delivered to the Buyer promptly following the Closing Date, as may and will not be requested by Purchaser and at Purchaser’s expense for shipping and handling, delivered to the locationsBuyer on any tangible medium. Promptly following any electronic transmission, the Sellers shall execute and deliver to the Buyer a certificate in accordance with a form reasonably acceptable to the instructionsBuyer and containing, specified by Purchaser. Purchaser acknowledges that all Clinical Data at a minimum, the following information: (i) the date of transmission; (ii) the time the transmission was commenced and Program Know-How will be provided as paper files that Seller has Provided Purchaser with electronic courtesy copies concluded; (iii) the name of Clinical Data the individual who made the transmission; (iv) the signature of such individual; and that Seller is not obligated (v) a description of the nature of the items transmitted in sufficient detail to provide any additional electronic documents to Purchaser relating to Clinical Data or Program Know-Howdistinguish the transmission from other transmissions. (b) Promptly after The Buyer will make all necessary arrangements for the Closing Date, Seller shall (i) send letters (in form and substance satisfactory Buyer to Purchaser) to the FDA and other Regulatory Authorities indicating that the Regulatory Materials are transferred to Purchaser and that Purchaser is the new owner take possession of the Regulatory Materials Purchased Assets, and, at the Buyer’s expense, to transfer the same to a location specified by the Buyer as of promptly as practicable following the Closing DateClosing. Each Seller shall, and (ii) provide to Purchaser a copy of said letters. Promptly after the Closing Date, the parties will cooperate in transferring the Regulatory Materials to Purchaser. The target date for the transfer shall be agreed upon by the parties. Within twenty (20) days after the Closing Date, Seller will forward to Purchaser a complete copy of the Regulatory Materials for the Program Compounds, as well as copies of all correspondence with, cause its Affiliates and periodic and other reports (including adverse event reports and the underlying data) Representatives to, Regulatory Authorities reasonably cooperate with respect to the Program Compounds or Regulatory Materials. Until Buyer in connection with the Regulatory Materials have been transferred to Purchaser, Seller shall be responsible for maintaining them. After such transfer, Purchaser will assume all responsibility for the Regulatory Materials, at Purchaser’s sole cost and expenseforegoing. (c) Prior to After the Closing, each party if the Sellers or any of their Affiliates receives any payment, refund or other amount which is or relates to a Purchased Asset or which is otherwise properly due and owing to the Buyer, the Sellers shall cooperate with promptly remit, or shall cause to be remitted, such amount to the Buyer. The Sellers shall promptly endorse and deliver to the Buyer any notes, checks, negotiable instruments or other in making documents which are or relate to Purchased Assets or are otherwise properly due and maintaining all regulatory filings that may owing to the Buyer, and the Buyer shall have the right and authority to endorse, without recourse, the names of the Sellers on any such instrument or document. After the Closing, if the Buyer or any of its Affiliates receives any payment, refund or other amount which is properly due and owing to the Sellers, the Buyer shall promptly remit, or shall cause to be necessary in connection with remitted, such amount to the executionSellers. The Buyer shall promptly endorse and deliver to the Sellers any notes, delivery checks, negotiable instruments or other documents which are properly due and performance owing to the Sellers, and the Sellers shall have the right and authority to endorse, without recourse, the names of this Agreement the Buyer on any such instrument or document. (d) Promptly following the Transaction DocumentsClosing, the Sellers shall deliver or cause to be delivered to the Buyer two (2) writable media copies of the Project Tulip virtual data room maintained at xxxxxxxx.xxxxxxxxxxx.xxx (the “Project Tulip VDR”).

Transfer of Purchased Assets. (a) With respect On the Closing Date or, to the extent set forth in the Transition Plan, Seller shall make available to the Buyer for Buyer’s receipt (i) documented Clinical Data via electronic media, the Purchased Assets that can be transferred via electronic media, and Program Know-How in Seller’s possession and control, (ii) Patent Files and (iii) Inventoryat Seller’s principal place of business the Purchased Assets that cannot be transferred via electronic media, Seller shall transfer and deliver including, without limitation, all of the aforementioned items, promptly following the Closing Date, as may be requested by Purchaser and at Purchaser’s expense for shipping and handling, to the locations, and in accordance with the instructions, specified by Purchaser. Purchaser acknowledges documentation that all Clinical Data and Program Know-How will be provided as paper files that Seller has Provided Purchaser with electronic courtesy copies of Clinical Data and that Seller is not obligated to provide any additional electronic documents to Purchaser relating to Clinical Data or Program Know-Howconstitutes a Purchased Asset. (b) Promptly after While title to the Closing DatePurchased Assets will pass to Buyer at the Effective Time, Seller shall the physical transfer of the Purchased Assets has or will take place as set forth in the Transition Plan, except to the extent otherwise agreed by the Parties. (ic) send letters Buyer will be responsible for engaging (at Buyer’s sole cost and expense) competent Third Party logistic providers in form connection with the physical transfer of the Purchased Assets previously agreed to by the Buyer (including compliance costs associated with any export control Laws and substance satisfactory to Purchaserany required authorizations of a Governmental Authority) to Buyer’s chosen destination as set forth in the FDA Transition Plan. Buyer will also be responsible for all fees related to the recordation and other Regulatory Authorities indicating that the Regulatory Materials are transferred to Purchaser and that Purchaser is the new owner perfection of the Regulatory Materials as assignment of the Closing DatePurchased Intellectual Property as contemplated hereby, including all costs and (ii) provide to Purchaser a copy fees imposed by Governmental Authorities, including filing, legalization and recordation fees in connection with the Assignment of said lettersPurchased Intellectual Property. Promptly after the Closing Date, the parties will cooperate in transferring the Regulatory Materials to Purchaser. The target date for the transfer Each Party shall be agreed upon by responsible for its own ministerial cost associated with the parties. Within twenty (20) days after the Closing Date, Seller will forward to Purchaser a complete copy assignment of the Regulatory Materials for the Program CompoundsPurchased Intellectual Property, such as well as copies of all correspondence with, postage and periodic and other reports (including adverse event reports and the underlying data) to, Regulatory Authorities with respect to the Program Compounds or Regulatory Materialscourier costs. Until the Regulatory Materials have been transferred to Purchaser, Seller shall be responsible for maintaining them. After such transfer, Purchaser will assume all responsibility for the Regulatory Materials, at Purchaser’s sole cost of its costs and expensefees (if any) related to its Registration Transfer Letter. (cd) Prior to Each Party shall perform its respective obligations in the Closing, each party shall cooperate with manner and within the other time frames set forth in making and maintaining all regulatory filings that may be necessary in connection with the execution, delivery and performance of this Agreement or the Transaction DocumentsTransition Plan.

Transfer of Purchased Assets. (a) With respect On the terms and subject to (i) documented Clinical Data and Program Know-How the conditions contained in Seller’s possession and controlthis Agreement, (ii) Patent Files and (iii) Inventory, at the Closing each Seller shall sell, lease, convey, assign, license, transfer and deliver to Purchaser, free and clear of all Encumbrances other than the Permitted Encumbrances identified on Schedule 5.10(b) hereto, and Purchaser shall purchase and acquire from each Seller, all of the aforementioned itemsright, promptly following the Closing Date, as may be requested by Purchaser title and at Purchaser’s expense for shipping and handlinginterest in, to and under the locationsAssets included on Schedule 1.1, and in accordance with wherever located (collectively, the instructions, specified by Purchaser. Purchaser acknowledges that all Clinical Data and Program Know-How will be provided as paper files that Seller has Provided Purchaser with electronic courtesy copies of Clinical Data and that Seller is not obligated to provide any additional electronic documents to Purchaser relating to Clinical Data or Program Know-How“Purchased Assets”). (b) Promptly after In the Closing Dateevent the sale, Seller lease, conveyance, assignment, license or transfer of any of the Permits listed on Schedule 1.1 (collectively referred to herein as the “Assigned Permits”) is unlawful or is not permissible under any agreement or under any Law, such terms for the purposes of this Agreement with respect to any such Assigned Permits shall be deemed to mean and require (i) send letters (the applicable Seller’s relinquishment of all of its right, title, benefit and interest in form and substance satisfactory to Purchaser) to the FDA and other Regulatory Authorities indicating that the Regulatory Materials are transferred to Purchaser and that Purchaser is the new owner of the Regulatory Materials authority under, such Assigned Permits as of the Closing Date, and (ii) provide the issuance or grant to Purchaser by the appropriate Governmental Entity or other third Person of a copy Permit conferring upon Purchaser, as of said letters. Promptly the Closing, all right, title, benefit, interest and authority at least equal to that relinquished by such Seller, as the case may be, including the right, authority and approval for Purchaser to conduct the Management Business and the Home Care Business, as applicable, from and after the Closing Datein the same manner as the Sellers prior to the Closing. For clarification purposes, the parties will cooperate acknowledge and agree that, to the extent permitted by Law, Purchaser shall have the option to acquire or assume any Seller’s Medicare or Medicaid provider numbers used in transferring the Regulatory Materials to Purchaser. The target date for Management Business or the transfer shall be agreed upon by the parties. Within twenty (20) days after the Closing Date, Seller will forward to Purchaser a complete copy of the Regulatory Materials for the Program CompoundsHome Care Business, as well as copies of all correspondence withapplicable, or submit an application for new Medicare and periodic and other reports (including adverse event reports and the underlying data) to, Regulatory Authorities Medicaid provider numbers with respect to the Program Compounds operation of the Facilities or Regulatory Materials. Until the Regulatory Materials have been transferred to Purchaserconduct of the Management Business or the Home Care Business, Seller shall be responsible for maintaining them. After such transferas applicable, Purchaser will assume all responsibility for the Regulatory Materials, at Purchaser’s sole cost and expense. (c) Prior to after the Closing, each party shall cooperate with the other in making and maintaining all regulatory filings that may be necessary in connection with the execution, delivery and performance of this Agreement or the Transaction Documents.