Common use of Assigned Contract Clause in Contracts

Assigned Contract. Seller has delivered to Buyer a true, correct and complete copy of the Weg Agreement (the “Assigned Contract”) (including amendments thereto). The Assigned Contract is a valid and binding obligation of the parties thereto, enforceable in accordance with its terms. Seller has duly performed all of its obligations under the Assigned Contract to the extent that such obligations to perform have accrued; and no breach or default, alleged breach or default, or event which would (with the passage of time, notice or both) constitute a breach or default thereunder has occurred. Seller has not received any notice of default or breach (written or oral) under the Assigned Contract. The execution, delivery and performance of this Agreement or any Ancillary Agreement and consummation of the transactions contemplated hereby and thereby will not result in a breach of or default under the Assigned Contract, will not terminate of modify any rights of, or accelerate or augment any obligation of, Seller under the Assigned Contract and do not require any consent, approval, waiver or other action by any party to the Assigned Contract, except for the consent to assign the Assigned Contract by Dr. Weg. In accordance with the terms of this Agreement, at the Closing, Seller’s rights under the Assigned Contract shall be assigned hereby to Buyer, and Buyer shall have the right to exercise the rights and privileges of Seller under the Assigned Contract pursuant to its terms.

Assigned Contract. Seller has delivered to Buyer a true, correct and complete copy of the Weg Novartis Agreement (the “Assigned Contract”) (including amendments thereto). The Assigned Contract is a valid and binding obligation of the parties thereto, enforceable in accordance with its terms. Except for the non-payment of the amount referred to in Section 2.2(a) hereof, (a) Seller has duly performed all of its obligations under the Assigned Contract to the extent that such obligations to perform have accrued; and , (b) no breach or default, alleged breach or default, or event which would (with the passage of time, notice or both) constitute a breach or default thereunder has occurred. occurred and (c) Seller has not received any notice of default or breach (written or oral) under the Assigned Contract. The execution, delivery and performance of this Agreement or any Ancillary Agreement and consummation of the transactions contemplated hereby and thereby will not result in a breach of or default under the Assigned Contract, will not terminate of modify any rights of, or accelerate or augment any obligation of, Seller under the Assigned Contract and do not require any consent, approval, waiver or other action by any party to the Assigned Contract, except for the consent to assign the Assigned Contract by Dr. WegNovartis. In accordance with the terms of this Agreement, at the Closing, Seller’s rights under the Assigned Contract shall be assigned hereby to Buyer, and Buyer shall have the right to exercise the rights and privileges of Seller under the Assigned Contract pursuant to its terms.

Assigned Contract. Seller has delivered to Buyer a true, correct and complete copy copies of the Weg Nexgen Agreement (the “Assigned Contract”) (including amendments thereto). The Assigned Contract is a valid and binding obligation of the parties thereto, enforceable in accordance with its terms. Seller has duly performed all of its obligations under the Assigned Contract to the extent that such obligations to perform have accrued; and no breach or default, alleged breach or default, or event which would (with the passage of time, notice or both) constitute a breach or default thereunder has occurred. Seller has not received any notice of default or breach (written or oral) under the Assigned Contract. The execution, delivery and performance of this Agreement or any Ancillary Agreement and consummation of the transactions contemplated hereby and thereby will not result in a breach of or default under the Assigned Contract, will not terminate of modify any rights of, or accelerate or augment any obligation of, Seller under the Assigned Contract and do not require any consent, approval, waiver or other action by any party to the Assigned Contract, except for the consent to assign the Assigned Contract by Dr. WegNexgen. In accordance with the terms of this Agreement, at the Closing, Seller’s rights under the Assigned Contract shall be assigned hereby to Buyer, and Buyer shall have the right to exercise the rights and privileges of Seller under the such Assigned Contract pursuant to its terms.