8Retained Assets Sample Clauses

8Retained Assets. (a) TriSalus acknowledges that Dynavax and its Affiliates may (but are not obligated to) retain certain Contracts (other than Assumed Contracts) that may provide Dynavax or a Dynavax Affiliate with rights relating to the Product Operations (“Dynavax Retained Rights”). For a period of [**] after the Closing, as reasonably requested by TriSalus in writing, Dynavax and its Affiliates shall use their reasonable efforts to enforce or exercise, or give TriSalus the right to enforce or exercise, the Dynavax Retained Rights with respect to third party confidentiality or trade secret obligations, obligations to assign to Dynavax or its Affiliates Intellectual Property Rights that would be Product IP or third party rights or obligations relating to the publication of clinical trial or other data relating to Product Assets for the benefit of TriSalus. TriSalus shall reimburse Dynavax for its reasonable out-of-pocket costs incurred pursuant to this Section 1.8). For the avoidance of doubt, nothing in this Section 1.8(a) shall change the scope of Excluded Assets. (b) Nothing in this Section 1.8 shall require Dynavax to preserve or retain any right of, benefits to, or value of, any Excluded Assets after the Closing, and no failure to preserve or retain such right of, benefits to, or value of, any such Excluded Assets shall constitute a breach for all purposes of this Agreement. ​