Common use of Transfers and Payments in Respect of the Purchased Interest Clause in Contracts

Transfers and Payments in Respect of the Purchased Interest. The Purchaser shall be entitled to receive the following transfers and payments in respect of the Purchased Interest, subject to the Reversionary Interest: (a) Prior to the Stepdown Commencement Date, cash in respect of the Initial Product Payment Amount to be paid to Purchaser shall be paid to the Joint Concentration Account, which Initial Product Payment Amount shall be transferred from the Joint Concentration Account into the Purchaser Concentration Account within [***] Business Days following the Purchaser’s receipt of the Quarterly Report applicable to the amounts deposited into the Joint Concentration Account pursuant and subject to Section 5.05. In the event Seller or ImmunoGen receives any Royalties directly from Genentech (i.e. not from the Joint Concentration Account), Seller or ImmunoGen, as the case may be, shall hold such amounts in trust for the benefit of the Purchaser and, within [***] Business Days after receipt thereof, deposit such amounts into the Joint Concentration Account by wire transfer of immediately available funds and notify the Purchaser of such deposit and provide reasonable details regarding the Royalties so received by the Seller or ImmunoGen. (b) On and after the Stepdown Commencement Date, whether prior to or following the occurrence of a Bankruptcy Event, cash in respect of the Stepdown Product Payment Amount to be paid to Purchaser shall be paid to the Joint Concentration Account, which Stepdown Product Payment Amount shall be transferred from the Joint Concentration Account into the Purchaser Concentration Account within [***] Business Days following the Purchaser’s receipt of the Quarterly Report applicable to the amounts deposited into the Joint Concentration Account pursuant and subject to Section 5.05. In the event Seller or ImmunoGen receives any Royalties directly from Genentech (i.e. not from the Joint Concentration Account), Seller or ImmunoGen, Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED as the case may be, shall hold such amounts in trust for the benefit of the Purchaser and, within [***] Business Days after receipt thereof, deposit such amounts into the Joint Concentration Account by wire transfer of immediately available funds and notify the Purchaser of such deposit and provide reasonable details regarding the Royalties so received by the Seller or ImmunoGen. (c) Purchaser shall be entitled to receive the Stepdown Product Payment Amount once the Purchaser has received aggregate payments in respect of Royalties from the Initial Product Payment Amount in an amount equal to the Stepdown Threshold (Seller’s right to the remaining Royalties, the “Reversionary Interest,” and the date that such Stepdown Threshold has been met, the “Stepdown Commencement Date”). (d) For avoidance of doubt, the parties understand and agree that if Genentech fails to pay any Royalties when the Selling Parties or the Purchaser reasonably believes they are due under the License Agreement (each such unpaid amount, a “Discrepancy”) whether because of a disagreement with Genentech as to (i) when, whether or the amount of any Royalties that are owed or (ii) the amount of any Set-off taken by Genentech, then the Selling Parties shall not be obligated to pay to the Purchaser or otherwise compensate or make the Purchaser whole with respect to any such Discrepancy, but instead the Selling Parties shall use commercially reasonable efforts to recover such Discrepancy from Genentech as contemplated by Sections 5.06(c), 5.06(f) or 5.06(g), as applicable. For purposes of clarity, this Section 2.02(d) shall not limit or otherwise impair the Purchaser’s rights to indemnification for Losses under Section 8.05.

Transfers and Payments in Respect of the Purchased Interest. The Purchaser shall be entitled to receive the following transfers and payments in respect of the Purchased Interest, subject to the Capped Interest and Reversionary Interest: (a) Prior to the Stepdown Commencement Date, cash Cash in respect of the Initial Product Payment Amount to be paid to Purchaser shall be paid to the Joint Concentration Account, which Initial Product Payment Amount shall be transferred from the Joint Concentration Account into the Purchaser Concentration Account within [***] two (2) Business Days following the Purchaser’s receipt of the Quarterly Report applicable to the amounts deposited into the Joint Concentration Account pursuant to and in accordance with the Deposit Agreement and subject to Section 5.056.05. In the event Seller Seller, ImmunoGen, or ImmunoGen the Original Purchaser receives any Royalties directly from Genentech (i.e. not from following the Joint Concentration Account)date of this Agreement, Seller Seller, ImmunoGen, or ImmunoGenthe Original Purchaser, as the case may be, shall hold such amounts in trust for the benefit of the Purchaser and, within [***] five (5) Business Days after receipt thereof, deposit such amounts into the Joint Concentration Account by wire transfer of immediately available funds and notify the Purchaser of such deposit and provide reasonable details regarding the Royalties so received by the Seller Seller, ImmunoGen, or ImmunoGen. (b) On and after the Stepdown Commencement DateOriginal Purchaser. For purposes of clarity, whether prior the Royalties received by the Purchaser from payment to or following the occurrence of a Bankruptcy Event, cash in respect Purchaser of the Stepdown Product Payment Amount to be paid to Purchaser shall be paid to the Joint Concentration Account, which Stepdown Product Payment Amount shall be transferred from the Joint Concentration Account into the Purchaser Concentration Account within [***] Business Days following the Purchaser’s receipt attributed one hundred percent (100%) in respect of the Quarterly Report applicable to Capped Interest until the amounts deposited into the Joint Concentration Account pursuant Reversionary Interest Commencement Date and subject to Section 5.05. In the event Seller or ImmunoGen receives any Royalties directly from Genentech thereafter attributed fifteen percent (i.e. not from the Joint Concentration Account), Seller or ImmunoGen, Portions 15%) in respect of the exhibit, indicated by the xxxx “[***],” were omitted Capped Interest and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 eighty-five percent (85%) in respect of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED as the case may be, shall hold such amounts in trust for the benefit of the Purchaser and, within [***] Business Days after receipt thereof, deposit such amounts into the Joint Concentration Account by wire transfer of immediately available funds and notify the Purchaser of such deposit and provide reasonable details regarding the Royalties so received by the Seller or ImmunoGenReversionary Interest. (c) Purchaser shall be entitled to receive the Stepdown Product Payment Amount once the Purchaser has received aggregate payments in respect of Royalties from the Initial Product Payment Amount in an amount equal to the Stepdown Threshold (Seller’s right to the remaining Royalties, the “Reversionary Interest,” and the date that such Stepdown Threshold has been met, the “Stepdown Commencement Date”). (db) For avoidance of doubt, the parties understand and agree that if Genentech fails to pay any Royalties when the Selling Parties Parties, the Original Purchaser or the Purchaser reasonably believes they are due under the License Agreement (each such unpaid amount, a “Discrepancy”) whether because of a disagreement with Genentech as to (i) when, whether or the amount of any Royalties that are owed or (ii) the amount of any Set-off taken by Genentech, then neither the Selling Parties nor the Original Purchaser shall not be obligated to pay to the Purchaser or otherwise compensate or make the Purchaser whole with respect to any such Discrepancy, but instead the Selling Parties shall use commercially reasonable efforts to recover such Discrepancy from Genentech as contemplated by Sections 5.06(c6.06(c), 5.06(f6.06(f) or 5.06(g6.06(g), as applicable. For purposes of clarity, this Section 2.02(d2.02(b) shall not limit or otherwise impair the Purchaser’s rights to indemnification for Losses under Section 8.059.05.

Transfers and Payments in Respect of the Purchased Interest. The Purchaser From the Closing Date, PRF shall be entitled to receive the following transfers and payments in respect of the Purchased Interest, subject to the Reversionary Interest: (a) Prior to the Stepdown Commencement Date, cash Cash in respect of the Initial Product Payment Amount to be paid to Purchaser shall be paid to the Joint Concentration Account, which Initial Product Payment Amount shall be transferred paid to PRF from the Gross Product Payments that are received from time to time in the Initial Concentration Account, which Product Payment Amount shall be swept from the Joint Concentration Account into the Purchaser PRF Concentration Account within [***] Business Days following on a daily basis (the Purchaser’s receipt of the Quarterly Report applicable to the amounts deposited into the Joint Concentration Account “Daily Amount”) pursuant and subject to Section 5.055.09. In the event Seller or ImmunoGen AVANT receives any Royalties directly from Genentech (i.e. not from the Joint Concentration Account)Gross Product Payments, Seller or ImmunoGen, as the case may be, AVANT shall hold such amounts in trust for the benefit of the Purchaser PRF and, within [***] two (2) Business Days after receipt thereof, deposit such amounts into the Joint Initial Concentration Account by wire transfer of immediately available funds and notify the Purchaser of such deposit and provide reasonable details regarding the Royalties so received by the Seller or ImmunoGenGross Product Payments. (b) On and Within two (2) Business Days after the Stepdown Commencement Date, whether prior to or following the occurrence AVANT’s receipt of a Bankruptcy Event, cash any payment in respect of the Stepdown Product Payment Amount Gross Milestone Payments, AVANT shall pay to be paid to Purchaser shall be paid to the Joint Concentration AccountPRF, which Stepdown Product Payment Amount shall be transferred from the Joint Concentration Account into the Purchaser Concentration Account within [***] Business Days following the Purchaser’s receipt of the Quarterly Report applicable to the amounts deposited into the Joint Concentration Account pursuant and subject to Section 5.05. In the event Seller or ImmunoGen receives any Royalties directly from Genentech (i.e. not from the Joint Concentration Account), Seller or ImmunoGen, Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED as the case may be, shall hold such amounts in trust for the benefit of the Purchaser and, within [***] Business Days after receipt thereof, deposit such amounts into the Joint Concentration Account by wire transfer of immediately available funds and notify to an account designated by PRF, an amount equal to the Purchaser of Net Milestone Payment for each such deposit and provide reasonable details regarding the Royalties so received by the Seller or ImmunoGenpayment. (c) Purchaser shall be entitled to receive the Stepdown Product Payment Amount once the Purchaser has received aggregate payments in respect of Royalties from the Initial Product Payment Amount in an amount equal to the Stepdown Threshold (Seller’s right to the remaining RoyaltiesExcept as otherwise provided by Section 8.05, the “Reversionary Interest,” and the date that such Stepdown Threshold has been met, the “Stepdown Commencement Date”). (d) For for avoidance of doubt, the parties understand and agree that if Genentech GSK or any other Contract Party fails to pay any Royalties or any Gross Milestone Payment when the Selling Parties AVANT or the Purchaser PRF reasonably believes they are due under the applicable License Agreement (each such unpaid amount, a “”Discrepancy”) whether because of a disagreement with Genentech GSK or such other Contract Party as to (iA) when, when or whether any Royalties or the amount of any Royalties that Gross Milestone Payment are owed AVANT, or (iiB) the amount of any Set-off taken by GenentechGSK or such other Contract Party, then the Selling Parties AVANT shall not be obligated to pay to the Purchaser PRF or otherwise compensate or make the Purchaser PRF whole with respect to any such Discrepancy, but instead the Selling Parties shall use commercially reasonable efforts AVANT and PRF may seek to recover such Discrepancy from Genentech GSK or such other Contract Party as contemplated by Sections 5.06(c5.10(c) and (d), 5.06(f) or 5.06(g), as applicable. For purposes of clarity, this Section 2.02(d) shall not limit or otherwise impair the Purchaser’s rights to indemnification for Losses under Section 8.05.

Transfers and Payments in Respect of the Purchased Interest. The Purchaser shall be entitled to receive the following transfers and payments in respect of the Purchased Interest, subject to the Reversionary Interest: (a) Prior to the Stepdown Commencement Date, cash in respect of the Initial Product Payment Amount to be paid to Purchaser shall be paid to the Joint Concentration Account, which Initial Product Payment Amount shall be transferred from the Joint Concentration Account into the Purchaser Concentration Account within [***] Business Days following the Purchaser’s receipt of the Quarterly Report applicable to the amounts deposited into the Joint Concentration Account pursuant and subject to Section 5.05. In the event Seller or ImmunoGen receives any Royalties directly from Genentech (i.e. not from the Joint Concentration Account), Seller or ImmunoGen, as the case may be, shall hold such amounts in trust for the benefit of the Purchaser and, within [***] Business Days after receipt thereof, deposit such amounts into the Joint Concentration Account by wire transfer of immediately available funds and notify the Purchaser of such deposit and provide reasonable details regarding the Royalties so received by the Seller or ImmunoGen. (b) On and after the Stepdown Commencement Date, whether prior to or following the occurrence of a Bankruptcy Event, cash in respect of the Stepdown Product Payment Amount to be paid to Purchaser shall be paid to the Joint Concentration Account, which Stepdown Product Payment Amount shall be transferred from the Joint Concentration Account into the Purchaser Concentration Account within [***] Business Days following the Purchaser’s receipt of the Quarterly Report applicable to the amounts deposited into the Joint Concentration Account pursuant and subject to Section 5.05. In the event Seller or ImmunoGen receives any Royalties directly from Genentech (i.e. not from the Joint Concentration Account), Seller or ImmunoGen, Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED as the case may be, shall hold such amounts in trust for the benefit of the Purchaser and, within [***] Business Days after receipt thereof, deposit such amounts into the Joint Concentration Account by wire transfer of immediately available funds and notify the Purchaser of such deposit and provide reasonable details regarding the Royalties so received by the Seller or ImmunoGen. (c) Purchaser shall be entitled to receive the Stepdown Product Payment Amount once the Purchaser has received aggregate payments in respect of Royalties from the Initial Product Payment Amount in an amount equal to the Stepdown Threshold (Seller’s right to the remaining Royalties, the “Reversionary Interest,” and the date that such Stepdown Threshold has been met, the “Stepdown Commencement Date”). (d) For avoidance of doubt, the parties understand and agree that if Genentech fails to pay any Royalties when the Selling Parties or the Purchaser reasonably believes they are due under the License Agreement (each such unpaid amount, a “Discrepancy”) whether because of a disagreement with Genentech as to (i) when, whether or the amount of any Royalties that are owed or (ii) the amount of any Set-off taken by Genentech, then the Selling Parties shall not be obligated to pay to the Purchaser or otherwise compensate or make the Purchaser whole with respect to any such Discrepancy, but instead the Selling Parties shall use commercially reasonable efforts to recover such Discrepancy from Genentech as contemplated by Sections 5.06(c), 5.06(f) or 5.06(g), as applicable. For purposes of clarity, this Section 2.02(d) shall not limit or otherwise impair the Purchaser’s rights to indemnification for Losses under Section 8.05.

Transfers and Payments in Respect of the Purchased Interest. The Purchaser shall be entitled to receive the following transfers and payments in respect of the Purchased Interest, subject to the Reversionary Interest: (a) Prior to the Stepdown Commencement Date, cash Cash in respect of the Initial Product Payment Amount to be paid to Purchaser Royalties shall be paid to into the Joint Concentration Account, from which Initial the Product Payment Amount shall be transferred from the Joint Concentration Account into the Purchaser Concentration Account within [***] Business Days following on the Purchaser’s day of receipt of the Quarterly Report applicable to the amounts deposited into the Joint Concentration Account pursuant and subject to Section 5.05. In the event Seller or ImmunoGen Enzon receives any Royalties directly from Genentech (i.e. not from the Joint Concentration Account)Royalties, Seller or ImmunoGen, as the case may be, Enzon shall hold such amounts in trust for the benefit of the Purchaser, provide the Purchaser with an accounting thereof, and, within [***] two (2) Business Days after receipt thereof, deposit such amounts into the Joint Concentration Account by wire transfer of immediately available funds and notify the Purchaser of such deposit and provide reasonable details regarding the Royalties so received by the Seller or ImmunoGenfunds. (b) On and after the Stepdown Commencement Date, whether prior to or following the occurrence of a Bankruptcy Event, cash in respect of the Stepdown Product Payment Amount to be paid to Purchaser shall be paid to the Joint Concentration Account, which Stepdown Product Payment Amount shall be transferred from the Joint Concentration Account into the Purchaser Concentration Account within [***] Business Days following the Purchaser’s receipt of the Quarterly Report applicable to the amounts deposited into the Joint Concentration Account pursuant and subject to Section 5.05. In the event Seller or ImmunoGen receives any Royalties directly from Genentech (i.e. not from the Joint Concentration Account), Seller or ImmunoGen, Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED as the case may be, shall hold such amounts in trust for the benefit of the Purchaser and, within [***] Business Days after receipt thereof, deposit such amounts into the Joint Concentration Account by wire transfer of immediately available funds and notify the Purchaser of such deposit and provide reasonable details regarding the Royalties so received by the Seller or ImmunoGen. (c) Purchaser shall be entitled to receive the Stepdown Product Payment Amount once the Purchaser has received aggregate payments in respect of Royalties from the Initial Product Payment Amount in an amount equal to the Stepdown Threshold (Seller’s right to the remaining Royalties, the “Reversionary Interest,” and the date that such Stepdown Threshold has been met, the “Stepdown Commencement Date”). (d) For avoidance of doubt, the parties understand and agree that if Genentech Schering fails to pay any Royalties when the Selling Parties Enzon or the Purchaser reasonably believes they are due under the License Agreement (each such unpaid amount, a “Discrepancy”) whether because ), other than as a result of a disagreement with Genentech as relating to any breach of the License Agreement by Enzon, and the Discrepancy relates to (i) when, when or whether or the amount of any Royalties that are owed to Enzon, or (ii) the amount of any Permitted Set-off taken by GenentechSchering, then the Selling Parties Enzon shall not be obligated to pay to the Purchaser or otherwise compensate or make the Purchaser whole with respect to any such Discrepancy, but instead the Selling Parties Enzon shall use commercially reasonable efforts to recover such Discrepancy from Genentech Schering as contemplated by Sections 5.06(c) and (d), 5.06(f) or 5.06(g), as applicable. For purposes of clarity, this Section 2.02(d) ; provided that the foregoing shall not limit any rights any Purchaser Indemnified Party may have as a result of a breach of any representation, warranty, covenant or otherwise impair the Purchaser’s rights to indemnification for Losses under Section 8.05other provision of this Agreement.