Common use of Transferred Assets Subject to Third-Party Consent Clause in Contracts

Transferred Assets Subject to Third-Party Consent. (i) To the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer (or one of its Affiliates) of any Transferred Asset is prohibited by any applicable Law or would require any governmental or third party authorizations, approvals (including Anti-Trust Approvals), consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Applicable Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. For a period of 18 months after the Applicable Closing Date, the parties hereto shall use their commercially reasonable efforts to obtain promptly all such authorizations, approvals, consents or waivers; provided, however, that neither party hereto shall be required to pay any consideration or make any concession therefor. If, in the case of any Transferred Asset, all such authorizations, approvals, consents and waivers are obtained, Seller shall assign, transfer, convey or deliver such Transferred Asset to Buyer at no additional cost. If, in the case of any Transferred Asset, any such authorization, approval, consent or waiver is not obtained, until the earlier of the date on which all such authorizations, approvals, consents and waivers have been obtained and the date that is 18 months after the Applicable Closing Date, the parties hereto shall use their commercially reasonable efforts to enter into a reasonable alternative arrangement (such as a sublease, sublicense or service or operating agreement) which shall result in Buyer receiving substantially all of the benefits and bearing substantially all of the costs, liabilities and burdens with respect to such Transferred Asset. Buyer further agrees that no representation, warranty or covenant of Seller contained in this Agreement shall be breached or deemed breached, and no condition to Buyer’s obligations to close the transactions contemplated by this Agreement shall be deemed not satisfied (other than in the case of a condition set forth in clause (e), (f) or (h) of Section 5.01 or clause (c) or (d) of Section 5.03), solely as a result of (A) the failure to obtain any authorization, approval, consent or waiver; or (B) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any authorization, approval, consent or waiver (it being understood that nothing in this sentence shall in any way limit the representations, warranties or covenants of Seller in this Agreement, including the representations and warranties in Section 3.06 and the covenants of Seller in Section 6.03). (ii) In the case of any Specified Royalty-Bearing Agreement, if any such authorization, approval, consent or waiver shall not have been obtained prior to the Principal Closing, then Buyer shall receive substantially all the benefits and shall bear substantially all the costs, liabilities and burdens with respect to such Specified Royalty-Bearing Agreement, and Buyer shall indemnify and hold harmless Seller and its Affiliates for and from all Damages arising from or relating to such Specified Royalty-Bearing Agreement. (iii) Nothing in this clause (g) shall be deemed to limit Seller’s obligations pursuant to the FTC Order or the EC Commitments.

Transferred Assets Subject to Third-Party Consent. (i) To the extent that the sale, assignmentconveyance, transfer, conveyance assignment or delivery transfer or attempted sale, assignmentconveyance, transfer, conveyance assignment or delivery transfer to Buyer (or one of its Affiliates) of any Transferred Asset is prohibited by any applicable Law or would require any governmental or third third-party authorizationsconsent, approvals (including Anti-Trust Approvals)authorization, consents approval or waivers waiver and such authorizationsconsent, approvalsauthorization, consents approval or waivers waiver shall not have been obtained prior to the Applicable Closing, this Agreement shall not constitute a sale, assignmentconveyance, transfer, conveyance assignment or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, transfer thereof. For a During the period commencing on the date of 18 months the Closing and continuing until 180 calendar days after the Applicable Closing DateClosing, the parties hereto shall use their commercially reasonable efforts to cooperate with each other to obtain promptly all such consents, authorizations, approvals, consents approvals or waivers; provided, however, provided that neither party hereto Seller nor its Affiliates shall be required to pay any consideration or make other amounts, or to commence, defend or participate in any concession therefor. IfLitigation or offer or grant any accommodation (financial or otherwise) to any third party, in connection with the case foregoing. Unless otherwise provided in any Ancillary Agreement, until the earlier of (i) such 180 calendar day period and (ii) the date such consent, authorization, approval or waiver is obtained, Seller and Buyer shall enter into an arrangement whereby Buyer or its applicable Affiliates are provided the rights, benefits and obligations of such Transferred Asset and Buyer shall reimburse Seller for all costs and amounts incurred by Seller or any Transferred AssetSelling Affiliate in connection with such arrangement, all which arrangement may include Seller or a Selling Affiliate using Inventory purchased by Buyer hereunder to satisfy obligations of Seller or a Selling Affiliate under existing Contracts. If such authorizationsconsent, approvalsauthorization, consents and waivers are approval or waiver is obtained, Seller shall or shall cause the Selling Affiliates to assign, transfer, convey or deliver and transfer any such Transferred Asset to Buyer at no additional cost. IfIf such consent, in the case of any Transferred Asset, any such authorization, approval, consent approval or waiver is not obtainedobtained notwithstanding the parties’ compliance with the foregoing obligations, until Seller will be deemed to have fulfilled its obligations under this Agreement and under no circumstances shall the earlier Purchase Price be reduced or Seller or its Affiliates be subject to any liability on account of the date on which all failure to obtain any such authorizationsconsent, approvalsauthorization, consents and waivers have been obtained and the date that is 18 months after the Applicable Closing Date, the parties hereto shall use their commercially reasonable efforts to enter into a reasonable alternative arrangement (such as a sublease, sublicense approval or service or operating agreement) which shall result in Buyer receiving substantially all of the benefits and bearing substantially all of the costs, liabilities and burdens with respect to such Transferred Assetwaiver. Buyer further agrees that no representation, warranty or covenant of Seller contained in this Agreement shall be breached or deemed breached, and no condition to Buyer’s obligations to close the transactions contemplated by this Agreement Agreement, other than the condition set out in Section 6.2(b), shall be deemed not satisfied (other than in the case of a condition set forth in clause (e), (f) or (h) of Section 5.01 or clause (c) or (d) of Section 5.03), solely as a result of (Ax) the failure to obtain any such consent, authorization, approval, consent approval or waiver; waiver or as a result of any resulting default or termination or (By) any lawsuit, action, claim, investigation or proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any consent, authorization, approval, consent approval or waiver (it being understood that nothing in or any resulting default or termination. Notwithstanding anything herein to the contrary, Section 4.5 and not this sentence Section 1.1(g) shall in any way limit govern the representations, warranties or covenants of Seller in this Agreement, including the representations and warranties in Section 3.06 and the covenants of Seller in Section 6.03). (ii) In the case transfer of any Specified Royalty-Bearing Agreement, if any such authorization, approval, consent or waiver shall not have been obtained prior to the Principal Closing, then Buyer shall receive substantially all the benefits and shall bear substantially all the costs, liabilities and burdens with respect to such Specified Royalty-Bearing Agreement, and Buyer shall indemnify and hold harmless Seller and its Affiliates for and from all Damages arising from or relating to such Specified Royalty-Bearing AgreementShared Contracts. (iii) Nothing in this clause (g) shall be deemed to limit Seller’s obligations pursuant to the FTC Order or the EC Commitments.

Transferred Assets Subject to Third-Party Consent. (i) To the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer (or one of its Affiliates) of any Transferred Asset is prohibited by any applicable Law or would require any governmental or third party authorizations, approvals (including Anti-Trust Approvals), consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Applicable Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. For a period of 18 eighteen months after the Applicable Closing Date, the parties hereto shall use their commercially reasonable best efforts to cooperate with each other to obtain promptly all such authorizations, approvals, consents or waiverswaivers and to give any notices required for the transfer of such Transferred Asset and to obtain from third parties an approval or consent to establish a new contract with Buyer or its designated Affiliate with respect to the portion of any Commingled Contract related to the Business, pursuant to which Buyer or its designated Affiliate will have access to the rights and benefits of such Commingled Contract with respect to the Business on substantially the same terms and conditions provided to Seller and its Affiliates prior to the Applicable Closing, or to assign such portion to Buyer or its designated Affiliate; provided, however, that neither party hereto shall be required to pay any consideration or make any concession therefor. If, in the case of any Transferred Asset, all such authorizations, approvals, consents and waivers are obtained, Seller shall assign, transfer, convey or deliver such Transferred Asset to Buyer at no additional cost. If, in the case of any Transferred Asset, any If such authorization, approval, consent or waiver is not obtained, until Seller shall promptly assign, transfer, convey or deliver any such Transferred Asset or, if applicable, that portion of any Commingled Contract, as the case may be, to Buyer or its designee pursuant to Section 2.02(f) at no additional cost. Pending the earlier of obtaining such authorization, approval, consent or waiver or the date on which all expiration of such authorizations, approvals, consents and waivers have been obtained and the date that is 18 months after the Applicable Closing Dateeighteen-month period, the parties hereto shall use their commercially reasonable best efforts to enter into a cooperate with each other in any reasonable alternative arrangement (such as a sublease, sublicense or service or operating agreement) which shall result in and lawful arrangements designed to provide to Buyer receiving substantially all of the economic benefits and bearing substantially burdens of any such Transferred Asset. During such time period, Seller and its applicable Affiliates shall comply with all of the costs, liabilities applicable covenants and burdens obligations with respect to such Transferred Asset, including the payment of any costs or expenses in connection therewith, which shall be performed by Seller or its applicable Affiliate for Buyer’s account and Buyer shall promptly (but in no event later than thirty (30) days following receipt of an invoice from Seller) reimburse Seller for any such out-of-pocket costs, expenses or payments made by Seller or its applicable Affiliate in respect of such Transferred Asset. Subject to Seller’s compliance with this Section 2.02(g), Buyer further agrees that no representation, warranty or covenant of Seller contained in this Agreement shall be breached or deemed breached, and no condition to Buyer’s obligations to close the transactions contemplated by this Agreement Transactions shall be deemed not satisfied (other than in the case of a condition set forth in clause (e), (f) or (h) of Section 5.01 or clause (c) or (d) of Section 5.03)satisfied, solely as a result of (A) the failure to obtain any authorization, approval, consent or waiver; or (B, except that Seller shall comply with the covenant set forth on Schedule 2.02(g) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any authorization, approval, consent or waiver (it being understood that nothing in this sentence shall not be deemed to impair the rights of Buyer in respect of any way limit the representations, warranties or covenants breach of Seller in this Agreement, including the representations and warranties set forth in Section 3.06 and the covenants of Seller in Section 6.033.07). (ii) In the case of any Specified Royalty-Bearing Agreement, if any such authorization, approval, consent or waiver shall not have been obtained prior to the Principal Closing, then Buyer shall receive substantially all the benefits and shall bear substantially all the costs, liabilities and burdens with respect to such Specified Royalty-Bearing Agreement, and Buyer shall indemnify and hold harmless Seller and its Affiliates for and from all Damages arising from or relating to such Specified Royalty-Bearing Agreement. (iii) Nothing in this clause (g) shall be deemed to limit Seller’s obligations pursuant to the FTC Order or the EC Commitments.

Transferred Assets Subject to Third-Party Consent. (i) To the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer (or one of its Affiliates) of any Transferred Asset is prohibited by any applicable Law or would require any governmental or third third-party authorizations, approvals (including Anti-Trust Approvals), consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Applicable Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, delivery thereof. For a period of 18 From the date hereof until eighteen (18) months after the Applicable Closing Date, the parties hereto shall use their commercially respective reasonable best efforts to cooperate with each other to obtain promptly all such authorizations, approvals, consents or waiverswaivers and to give any notices required for the transfer of such Transferred Asset and to obtain from third parties an approval or consent to establish a new contract with Buyer or its designated Affiliate with respect to the portion of any Commingled Contract related to the Business, pursuant to which Buyer or its designated Affiliate will have access to the rights and benefits of such Commingled Contract with respect to the Business on substantially the same terms and conditions provided to Seller and its Affiliates prior to the Applicable Closing, or to assign such portion to Buyer or its designated Affiliate; provided, however, that neither party hereto Seller shall not be required to pay any consideration (other than customary filing and application fees typically paid by a seller or transferee) or make any concession therefor. If, in the case of any Transferred Asset, all such authorizations, approvals, consents and waivers are obtained, Seller shall assign, transfer, convey or deliver such Transferred Asset to Buyer at no additional cost. If, in the case of any Transferred Asset, any If such authorization, approval, consent or waiver is not obtained, until Seller shall promptly assign, transfer, convey or deliver any such Transferred Asset or, if applicable, that portion of any Commingled Contract, as the case may be, to Buyer or its designee pursuant to Section 2.02(f) at no additional cost. Pending the earlier of obtaining such authorization, approval, consent or waiver or the date on which all expiration of such authorizationseighteen-month (18 month) period, approvalsinsofar as reasonably practicable and to the extent permitted by applicable Law, consents Seller shall hold such Transferred Assets for the benefit of Buyer and waivers have shall operate such Transferred Assets in a manner to place Buyer in a substantially similar position as if such Transferred Assets had been obtained sold, conveyed, assigned and the date that is 18 months after the Applicable Closing Date, the parties hereto transferred. Buyer shall use their commercially its reasonable best efforts to enter into a reasonable alternative arrangement (such as a sublease, sublicense or service or operating agreement) which shall result cooperate with Seller in Buyer receiving substantially all of the benefits and bearing substantially all of the costs, liabilities and burdens connection with respect any actions taken by Seller pursuant to such Transferred Assetthis Section 2.02(g). Buyer further agrees that no representationthat, warranty or covenant of if Seller contained in shall have complied with its obligations under this Agreement shall be breached or deemed breached, and no condition with respect to Buyer’s obligations to close the transactions contemplated by this Agreement shall be deemed not satisfied (other than in the case of a condition set forth in clause (e), (f) or (h) of Section 5.01 or clause (c) or (d) of Section 5.03), solely as a result of (A) the failure using reasonable best efforts to obtain any such authorization, approval, consent or waiver; or (B) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf Seller shall not be in breach of any Person arising out this Agreement solely as a result of or relating to the failure to obtain any authorization, approval, consent or waiver (it being understood that nothing in this sentence shall in any way limit the representations, warranties or covenants of Seller in this Agreement, including the representations and warranties in Section 3.06 and the covenants of Seller in Section 6.03). (ii) In the case of any Specified Royalty-Bearing Agreement, if any such authorization, approval, consent or waiver shall not have been obtained prior to the Principal Closing, then Buyer shall receive substantially all the benefits and shall bear substantially all the costs, liabilities and burdens with respect to such Specified Royalty-Bearing Agreement, and Buyer shall indemnify and hold harmless Seller and its Affiliates for and from all Damages arising from or relating to such Specified Royalty-Bearing Agreementwaiver. (iii) Nothing in this clause (g) shall be deemed to limit Seller’s obligations pursuant to the FTC Order or the EC Commitments.

Transferred Assets Subject to Third-Party Consent. With respect to each Product, the parties shall use reasonable best efforts to ensure that, effective as of the Closing or as soon as reasonably practicable thereafter, either (iA) To (1) the Product Registrations that constitute Transferred Assets shall have transferred to, or shall have been approved in writing by the applicable Governmental Entity for transfer to, Buyer or its designee or (2) Buyer shall have obtained a Product Registration (including any re-registrations) that enables Buyer or its designee to manufacture, distribute and market such Product in each applicable jurisdiction, or (B) Buyer or its designee otherwise shall have either (1) acceded to Seller’s or its Affiliate’s rights in respect of manufacturing, distributing and marketing such Products under such Product Registrations, including by Seller or an Affiliate of Seller designating Buyer or its designee as an authorized agent with respect to such Products, or (2) been designated as a manufacturing, sales or distribution agent with respect to the Products under such Product Registrations, in the case of this clause (B), pursuant to reasonable, lawful and customary arrangements to effectuate the foregoing (the time at which any of the foregoing occurs with respect to a Product Registration (or, if earlier, the expiration of such Product Registration in accordance with its terms), the “Product Registration Transfer Time”). If the Product Registration Transfer Time shall not have occurred on the Closing Date with respect to any such Product Registration, until such Product Registration Transfer Time with respect to such Product Registration, (X) the parties will continue to use reasonable best efforts to ensure that the Product Registration Transfer Time with respect to such Product occurs as soon as reasonably practicable after the Closing, (Y) Seller shall, and shall cause its subsidiaries to, consent to Buyer’s and its Affiliates’ use of such Product Registration for the continued operation of the Business with respect to such Product after the Closing, and (Z) if requested by Buyer, Seller shall, and shall cause its subsidiaries to, provide Buyer, to the fullest extent possible, pursuant to an arrangement reasonably satisfactory to Seller and Buyer, the exclusive net benefit of such Product Registration (including, to the extent not able to be conducted by Buyer and its Affiliates after the Closing as result of the failure of the Product Registration Transfer Time to occur, by Seller and its subsidiaries continuing to conduct the Business with respect to such Product in substantially the same manner and with substantially the same level of efforts and resources as conducted by Seller and its subsidiaries prior to the Closing) by passing through all revenues received by Seller and its subsidiaries with respect to the Products under such Product Registration from the Closing Date through such Product Registration Transfer Time, less only such amount of costs and expenses (including Taxes) as Seller and its Affiliates incur or become liable for in connection with any such arrangements with respect to such Products (other than any such costs and expenses that are duplicative of documented costs and expenses actually incurred by Buyer and its Affiliates in connection the conduct of the Business with respect to such Products). The parties agree they will cooperate to minimize the costs and expenses incurred in connection with the foregoing arrangements, including by using commercially reasonable efforts to avoid duplicative or incremental costs and expenses. Furthermore, the parties agree that Seller and its Affiliates shall be permitted to utilize their respective ordinary course transfer pricing in connection with the foregoing arrangements, including in connection with any sale of Products from Seller or its Affiliates to Buyer or its Affiliates. In the case of the occurrence of the Product Registration Transfer Time under clause (B) of the definition thereof with respect to any Product Registration, (x) unless the parties agree otherwise, the arrangements contemplated by such clause (B) with respect to a Product shall terminate reasonably promptly upon the occurrence of any of the events contemplated by clause (A) of the definition of Product Registration Transfer Time and (y) unless Buyer requests otherwise, the parties will continue to use reasonable best efforts to ensure that one of the events contemplated by clause (A) of the definition of Product Registration Transfer Time occurs with respect to such Product Registration as soon as reasonably practicable after the Closing. In addition to the foregoing, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer (or one of its Affiliates) of any Transferred Asset is prohibited by any applicable Law or would require any governmental or third third-party authorizations, approvals (including Anti-Trust Approvals), consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Applicable Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, delivery thereof. For a period of 18 From the date hereof until eighteen (18) months after the Applicable Closing Date, the parties hereto shall use their commercially respective reasonable best efforts to cooperate with each other to obtain promptly all such authorizations, approvals, consents or waiverswaivers and to give any notices required for the transfer of such Transferred Asset and to obtain from third parties an approval or consent to establish a new contract with Buyer or its designated Affiliate with respect to the portion of any Commingled Contract related to the Business, pursuant to which Buyer or its designated Affiliate will have access to the rights and benefits of such Commingled Contract with respect to the Business on substantially the same terms and conditions provided to Seller and its Affiliates prior to the Closing, or to assign such portion to Buyer or its designated Affiliate; provided, however, that neither party hereto Seller shall not be required to pay any consideration (other than customary filing and application fees typically paid by a seller or transferee) or make any concession therefor. If, in the case of any Transferred Asset, all such authorizations, approvals, consents and waivers are obtained, Seller shall assign, transfer, convey or deliver such Transferred Asset to Buyer at no additional cost. If, in the case of any Transferred Asset, any If such authorization, approval, consent or waiver is not obtained, until Seller shall promptly assign, transfer, convey or deliver any such Transferred Asset or, if applicable, that portion of any Commingled Contract, as the case may be, to Buyer or its designee pursuant to Section 2.02(f) at no additional cost. Pending the earlier of obtaining such authorization, approval, consent or waiver or the date on which all expiration of such authorizationseighteen-month (18 month) period, approvalsinsofar as reasonably practicable and to the extent permitted by applicable Law, consents Seller shall hold such Transferred Assets for the benefit of Buyer and waivers have shall operate such Transferred Assets in a manner to place Buyer in a substantially similar position as if such Transferred Assets had been obtained sold, conveyed, assigned and the date that is 18 months after the Applicable Closing Date, the parties hereto transferred. Buyer shall use their commercially its reasonable best efforts to enter into a reasonable alternative arrangement (such as a sublease, sublicense or service or operating agreement) which shall result cooperate with Seller in Buyer receiving substantially all of the benefits and bearing substantially all of the costs, liabilities and burdens connection with respect any actions taken by Seller pursuant to such Transferred Assetthis Section 2.02(g). Buyer further agrees that no representationthat, warranty or covenant of if Seller contained in shall have complied with its obligations under this Agreement shall be breached or deemed breached, and no condition with respect to Buyer’s obligations to close the transactions contemplated by this Agreement shall be deemed not satisfied (other than in the case of a condition set forth in clause (e), (f) or (h) of Section 5.01 or clause (c) or (d) of Section 5.03), solely as a result of (A) the failure using reasonable best efforts to obtain any such authorization, approval, consent or waiver; or (B) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf Seller shall not be in breach of any Person arising out this Agreement solely as a result of or relating to the failure to obtain any authorization, approval, consent or waiver (it being understood that nothing in this sentence shall in any way limit the representations, warranties or covenants of Seller in this Agreement, including the representations and warranties in Section 3.06 and the covenants of Seller in Section 6.03). (ii) In the case of any Specified Royalty-Bearing Agreement, if any such authorization, approval, consent or waiver shall not have been obtained prior to the Principal Closing, then Buyer shall receive substantially all the benefits and shall bear substantially all the costs, liabilities and burdens with respect to such Specified Royalty-Bearing Agreement, and Buyer shall indemnify and hold harmless Seller and its Affiliates for and from all Damages arising from or relating to such Specified Royalty-Bearing Agreementwaiver. (iii) Nothing in this clause (g) shall be deemed to limit Seller’s obligations pursuant to the FTC Order or the EC Commitments.

Transferred Assets Subject to Third-Party Consent. (i) To the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer (or one of its Affiliates) of any Transferred Asset is prohibited by any applicable Law or would require any governmental or third third-party authorizations, approvals (including Anti-Trust Approvals), consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Applicable Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. For a period of 18 months after the Applicable Closing Date, the parties hereto shall use their commercially respective reasonable best efforts (i) to cooperate with each other to obtain promptly all such authorizations, approvals, consents or waiverswaivers and to give any notices required for the transfer of such Transferred Asset and (ii) to obtain from third parties an approval or consent to establish a new contract with Buyer or its designated Affiliate with respect to the portion of any Commingled Contact related to the Business, the Business Interests in respect of which were not transferred to Buyer at the Applicable Closing, pursuant to which Buyer or its designated Affiliate will have access to the rights and benefits of such portion of such Commingled Contract on substantially the same terms and conditions provided to Seller and its Affiliates prior to the Applicable Closing, or to assign such portion to Buyer or its designated Affiliate; provided, however, that neither no party hereto shall be required to pay any consideration or make any concession (other than customary filing and application fees typically paid by a seller or transferee) therefor. If, in the case of any Transferred Asset, all such authorizations, approvals, consents and waivers are obtained, Seller shall assign, transfer, convey or deliver such Transferred Asset to Buyer at no additional cost. If, in the case of any Transferred Asset, any If such authorization, approval, consent or waiver is not obtained, until Seller shall promptly assign, transfer, convey or deliver any such Transferred Asset or, if applicable, that portion of any Commingled Contract, as the case may be, in each case, to Buyer at no additional cost. Pending the earlier of obtaining such authorization, approval, consent or waiver or the date on which all expiration of such authorizations, approvals, consents and waivers have been obtained and the date that is 18 months after the Applicable Closing Datemonth period, the parties hereto shall use their commercially reasonable best efforts to enter into a cooperate with each other in any reasonable alternative arrangement (such as a sublease, sublicense or service or operating agreement) which shall result in and lawful arrangements designed to provide to Buyer receiving substantially all of the economic benefits and bearing substantially burdens of any such Transferred Asset. During such time period, Seller and its applicable Affiliates shall comply with all of the costs, liabilities applicable covenants and burdens obligations with respect to such Transferred Asset, including the payment of any costs or expenses in connection therewith, which shall be performed by Seller or its applicable Affiliate for Buyer’s account and Buyer shall promptly (but in no event later than 30 days following receipt of an invoice from Seller) reimburse Seller for any such out-of-pocket costs, expenses or payments made by Seller or its applicable Affiliate in respect of such Transferred Asset. Subject to Seller’s compliance with this Section 2.02(g), Buyer further agrees that no representation, warranty or covenant of Seller contained in this Agreement shall be breached or deemed breached, and no condition to Buyer’s obligations to close the transactions contemplated by this Agreement Transactions shall be deemed not satisfied (other than in the case of a condition set forth in clause (e), (f) or (h) of Section 5.01 or clause (c) or (d) of Section 5.03), solely as a result of (A) the failure to obtain any authorization, approval, consent or waiver; or (B) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such authorization, approval, consent or waiver (it being understood that nothing in this sentence shall not be deemed to impair the rights of Buyer in respect of any way limit the representations, warranties or covenants breach of Seller in this Agreement, including the representations and warranties set forth in Section 3.06 and the covenants of Seller in Section 6.033.07). (ii) In the case of any Specified Royalty-Bearing Agreement, if any such authorization, approval, consent or waiver shall not have been obtained prior to the Principal Closing, then Buyer shall receive substantially all the benefits and shall bear substantially all the costs, liabilities and burdens with respect to such Specified Royalty-Bearing Agreement, and Buyer shall indemnify and hold harmless Seller and its Affiliates for and from all Damages arising from or relating to such Specified Royalty-Bearing Agreement. (iii) Nothing in this clause (g) shall be deemed to limit Seller’s obligations pursuant to the FTC Order or the EC Commitments.

Transferred Assets Subject to Third-Party Consent. (i) To the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer Incline (or one of its Affiliates) of any Transferred Asset is prohibited by any applicable Law law or would require any governmental or third party Third Party authorizations, approvals (including Anti-Trust Approvals)approvals, consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Applicable Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. For a period of 18 [**] months after the Applicable Closing DateClosing, the parties hereto Parties shall use their commercially reasonable efforts cooperate with each other to obtain promptly all such authorizations, approvals, consents or waivers; provided, however, that neither party hereto ALZA shall not be required to pay any consideration or make any concession therefor. IfIf authorization, in the case of any Transferred Assetapproval, all such authorizations, approvals, consents and waivers are consent or waiver is obtained, Seller ALZA shall assign, transfer, convey or deliver any such Transferred Asset to Buyer Incline at no additional cost. IfIf not obtained, in ALZA will be deemed to have fulfilled its obligations under this Agreement and under no circumstances shall any payments due pursuant to Article 5 be reduced or ALZA or its Affiliates be subject to any liability on account of the case of any Transferred Asset, failure to obtain any such authorization, approval, consent or waiver is not obtained, until waiver. Pending the earlier of obtaining such authorization, approval, consent or waiver or the date on which all expiration of such authorizations, approvals, consents and waivers have been obtained and the date that is 18 months after the Applicable Closing Date[**]-month period, the parties hereto Parties shall use their commercially cooperate with each other in any reasonable efforts and lawful arrangements designed to enter into a reasonable alternative arrangement (such as a sublease, sublicense or service or operating agreement) which shall result in Buyer receiving substantially all of provide to Incline the benefits and bearing substantially all of the costs, liabilities and burdens with respect to use of any such Transferred Asset. Buyer Incline further agrees that no representation, warranty or covenant of Seller ALZA contained in this Agreement shall be breached or deemed breached, and no condition to Buyer’s Incline's obligations to close the transactions contemplated by this Agreement shall be deemed not satisfied (other than in the case of a condition set forth in clause (e), (f) or (h) of Section 5.01 or clause (c) or (d) of Section 5.03), solely as a result of (Ai) the failure to obtain any authorization, approval, such consent or waiveras a result of any such default or termination; or (Bii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any authorization, approval, consent or waiver (it being understood that nothing in this sentence shall in any way limit the representations, warranties or covenants of Seller in this Agreement, including the representations and warranties in Section 3.06 and the covenants of Seller in Section 6.03). (ii) In the case of any Specified Royalty-Bearing Agreement, if any such authorization, approval, consent default or waiver shall not have been obtained prior to the Principal Closing, then Buyer shall receive substantially all the benefits and shall bear substantially all the costs, liabilities and burdens with respect to such Specified Royalty-Bearing Agreement, and Buyer shall indemnify and hold harmless Seller and its Affiliates for and from all Damages arising from or relating to such Specified Royalty-Bearing Agreementtermination. (iii) Nothing in this clause (g) shall be deemed to limit Seller’s obligations pursuant to the FTC Order or the EC Commitments.

Transferred Assets Subject to Third-Party Consent. (i) To the extent that the sale, assignmentconveyance, transfer, conveyance assignment or delivery transfer or attempted sale, assignmentconveyance, transfer, conveyance assignment or delivery transfer to Buyer (or one of its Affiliates) of any Transferred Asset is prohibited by any applicable Law or would require any governmental or third party authorizations, approvals (including Anti-Trust Approvals), consents or waivers Consents to be effective and such authorizations, approvals, consents or waivers Consents shall not have been obtained prior to the Applicable Closing, this Agreement shall not constitute a sale, assignmentconveyance, assignment or transfer, conveyance or delivery, or any an attempted sale, assignmentconveyance, transfer, conveyance assignment or delivery, transfer thereof. For a During the period of 18 months commencing on the date hereof and continuing until two hundred seventy (270) days after the Applicable Closing DateClosing, (i) each of Buyer and Seller shall provide or cause to be provided to the parties hereto other party all commercially reasonable assistance as is reasonably requested in connection with securing such Consents, and (ii) if any Consents are not secured prior to the Closing, pending the earlier of obtaining such Consent or the expiration of such two hundred seventy (270) day period, Buyer and Seller shall use their commercially reasonable efforts to cooperate in any lawful and reasonable arrangement reasonably proposed by either Buyer or Seller under which Buyer shall obtain promptly all the benefits, rights and obligations of use of any such authorizations, approvals, consents or waiversTransferred Asset held by Seller following the Closing; provided, however, that neither party hereto shall be required to pay any consideration therefor, or make to commence, defend or participate in any concession therefor. If, in Proceeding or offer or grant any accommodation (financial or otherwise) to any third party; provided further that Buyer shall indemnify and hold harmless the case Seller Indemnitees from and against any and all Losses arising out of or relating to any Transferred Asset, all Asset held by Seller for the benefit of Buyer pursuant to any arrangement established pursuant to clause (ii) to the extent related to any period of such authorizations, approvals, consents and waivers are arrangement. If such Consent is obtained, Seller shall assign, transferconvey, convey or transfer and deliver any such Transferred Asset to Buyer at no additional costcost and for no additional consideration. IfIf such Consent is not obtained within two hundred seventy (270) days after the Closing, in Seller will be deemed to have fulfilled its obligations under this Agreement and under no circumstances shall the case Consideration be reduced or Seller or its Affiliates be subject to any Liability on account of any Transferred Asset, the failure to obtain any such authorizationConsent. Subject to Seller’s compliance with this Section 2.1(e), approval, consent or waiver is not obtained, until the earlier of the date on which all such authorizations, approvals, consents and waivers have been obtained and the date that is 18 months after the Applicable Closing Date, the parties hereto shall use their commercially reasonable efforts to enter into a reasonable alternative arrangement (such as a sublease, sublicense or service or operating agreement) which shall result in Buyer receiving substantially all of the benefits and bearing substantially all of the costs, liabilities and burdens with respect to such Transferred Asset. Buyer further agrees that no representation, warranty or covenant of Seller contained in this Agreement shall be breached or deemed breached, and no condition to Buyer’s obligations to close the transactions contemplated by this Agreement shall be deemed not satisfied (other than in the case of a condition set forth in clause (e), (f) or (h) of Section 5.01 or clause (c) or (d) of Section 5.03), solely as a result of (Ax) the failure to obtain any authorization, approval, consent such Consent or waiver; as a result of any resulting default or termination or (By) any lawsuit, action, claim, proceeding or investigation Proceeding commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any authorization, approval, consent Consent or waiver any resulting default or termination (it being understood that nothing in this sentence shall not be deemed to impair the rights of Buyer in respect of any way limit the representations, warranties or covenants breach of Seller in this Agreement, including the representations and warranties set forth in Section 3.06 and the covenants of Seller in Section 6.035.4). (ii) In the case of any Specified Royalty-Bearing Agreement, if any such authorization, approval, consent or waiver shall not have been obtained prior to the Principal Closing, then Buyer shall receive substantially all the benefits and shall bear substantially all the costs, liabilities and burdens with respect to such Specified Royalty-Bearing Agreement, and Buyer shall indemnify and hold harmless Seller and its Affiliates for and from all Damages arising from or relating to such Specified Royalty-Bearing Agreement. (iii) Nothing in this clause (g) shall be deemed to limit Seller’s obligations pursuant to the FTC Order or the EC Commitments.

Transferred Assets Subject to Third-Party Consent. (i) To the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer (or one of its Affiliates) of any Transferred Asset is prohibited by any applicable Law or would require any governmental or third party registrations, authorizations, approvals (including Anti-Trust Approvals)approvals, consents or waivers (each, a “Consent”) and such registrations, authorizations, approvals, consents or waivers shall not have been obtained prior to (or are otherwise not in full force and effect) as of the Applicable Closingapplicable Closing (each, a “Restricted Transferred Asset”), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. For a period of 18 twelve months after the Applicable applicable Closing Date, the parties hereto shall use their commercially reasonable efforts cooperate with each other to obtain promptly all such authorizations, approvals, consents or waivers; provided, however, that neither party hereto Seller shall not be required to pay any consideration or make any concession therefor; and provided, further, that if at the end of such twelve-month period an applicable authorization, approval, consent or waiver has not been obtained through the best efforts of Buyer and its Affiliates, such twelve-month period may be extended upon Buyer’s request for a mutually agreed period of time designed to enable the accomplishment of the consent at issue (provided that in no event shall such period be extended to beyond the date that is twenty-four months following the Closing Date). IfIf an authorization, in the case of any Transferred Assetapproval, all such authorizations, approvals, consents and waivers are consent or waiver is obtained, Seller shall assign, transfer, convey or deliver any such Transferred Asset to Buyer at no additional cost. IfIf not obtained despite Seller’s reasonable good faith efforts, Seller will be deemed to have fulfilled its obligations under this Agreement and under no circumstances shall the Purchase Price be reduced or Seller or its Affiliates be subject to any liability on account of the failure to obtain any such authorization, approval, consent or waiver. Pending the earlier of obtaining such authorization, approval, consent or waiver or the expiration of such twelve-month period (or such longer period, as applicable), the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the case benefits of use of any such Transferred Asset, . Buyer agrees that no condition to Buyer’s obligations to close the transactions contemplated by this Agreement shall be deemed not satisfied as a result of (i) the failure to obtain any such authorization, approval, consent or waiver is not obtained, until the earlier of the date on which all such authorizations, approvals, consents and waivers have been obtained and the date that is 18 months after the Applicable Closing Date, the parties hereto shall use their commercially reasonable efforts to enter into a reasonable alternative arrangement (such or as a subleaseresult of any such default or termination; or (ii) any lawsuit, sublicense action, claim, proceeding or service investigation commenced or operating agreement) which shall result in Buyer receiving substantially all threatened by or on behalf of any Person arising out of or relating to the benefits and bearing substantially all of the costsfailure to obtain any authorization, liabilities and burdens with respect to approval, consent or waiver or any such Transferred Assetdefault or termination. Buyer further agrees that no representation, warranty or covenant of Seller contained in this Agreement shall be breached or deemed breached, and no condition to Buyer’s obligations to close the transactions contemplated by this Agreement shall be deemed not satisfied (other than in the case of a condition set forth in clause (e), (f) or (h) of Section 5.01 or clause (c) or (d) of Section 5.03), solely as a result of (Ai) the failure to obtain any such authorization, approval, consent or waiverwaiver or as a result of any such default or termination; or (Bii) any lawsuit, action, claim, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any authorization, approval, consent or waiver (it being understood or any such default or termination, provided that nothing in this sentence shall in any way limit the representations, warranties or covenants of each such case Seller in this Agreement, including the representations and warranties in Section 3.06 and the covenants of Seller in Section 6.03). (ii) In the case of any Specified Royalty-Bearing Agreement, if any has complied with its obligation hereunder to use reasonable good faith efforts to obtain such authorization, approval, consent or waiver waiver. When a Consent for the sale, assignment, transfer, conveyance and delivery of a Restricted Transferred Asset is obtained, Seller shall not have been obtained prior promptly assign, transfer, convey and deliver such Restricted Transferred Asset to the Principal Closing, then Buyer shall receive substantially all the benefits and shall bear substantially all the costs, liabilities and burdens with respect to such Specified Royalty-Bearing Agreement, and Buyer shall indemnify and hold harmless Seller and its Affiliates for and from all Damages arising from or relating to such Specified Royalty-Bearing Agreement. (iii) Nothing in this clause (g) shall be deemed to limit Seller’s obligations pursuant to a special-purpose assignment agreement substantially similar in terms and conditions set forth in the FTC Order or General Assignment (which special-purpose agreement the EC Commitmentsparties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer).