FINAL EXECUTION VERSION. CONFIDENTIAL
FINAL EXECUTION VERSION. CONFIDENTIAL maintain adequate records to permit the Parties to trace the manufacture of each Licensed Product Candidate and Licensed Product and the distribution and use of each Licensed Product Candidate and Licensed Product. Precision shall have sole discretion with respect to any matters relating to any Remedial Action directed towards any Licensed Product Candidate, including the decision to commence such Remedial Action and the control over such Remedial Action, at its sole cost and expense. Baxalta shall have sole discretion with respect to any matters relating to any Remedial Action directed towards any Licensed Product, including the decision to commence such Remedial Action and the control over such Remedial Action, at its sole cost and expense.
FINAL EXECUTION VERSION. CONFIDENTIAL the Product-Related Patents, and shall provide drafts of any material filings or responses to be made to such Patent authorities with respect to such Product-Related Patents in a timely manner. Notwithstanding the foregoing, if Precision determines in its sole discretion to abandon or not maintain in the Territory any Product-Related Patents (other than allowing the lapse of any provisional patent application, or abandonment of any patent application in favor of a continuation), Precision shall provide Baxalta with at least [***] prior written notice of such determination and shall assign to Baxalta an equal, undivided interest in such Product-Related Patent and permit Baxalta, at its discretion and expense, to continue filing, prosecution and maintenance of such Product-Related Patent. Such Product-Related Patent shall thereafter be deemed to be a Joint Patent. Baxalta’s filing, prosecution or maintenance of such Product-Related Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such Product-Related Patent other than those expressly set forth in this Section 9.2.2. Baxalta will have the right to deduct any costs or expenses it incurs in the performance of filing, prosecution or maintenance of such Product-Related Patents from any amounts payable by Baxalta to Precision under this Agreement.
FINAL EXECUTION VERSION. CONFIDENTIAL Infringement. Each Party shall provide to the Party enforcing any such rights under this Section 9.5.2(a) (the “Enforcing Party”) reasonable assistance in such enforcement, including joining an action as a party plaintiff if so required by applicable Laws to pursue such action, at the Enforcing Party’s sole expense. The Enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, and shall reasonably consider the other Party’s comments on any such efforts. The Enforcing Party shall bear and be responsible for all costs incurred in connection with each Party’s activities under this Section 9.5.2(a).
FINAL EXECUTION VERSION. CONFIDENTIAL the rights licensed to the other Party under this Agreement; provided, however, that following such a transaction involving Precision, if at Precision’s sole option (a) Precision uses or commences to use any of such excluded Know-How, or (b) Precision comes to Control and uses or commences to use any such excluded Patent Right, in each case for purposes of performing Precision’s Development and manufacturing responsibilities with respect to a Licensed Product Candidate or Licensed Product, such intellectual property will be included within the Patent Rights or Know-How licensed to Baxalta pursuant to this Agreement with respect to such Licensed Product Candidate or Licensed Product, as Precision Patents, Precision Know-How, Precision Platform Patents or Precision Platform Technology, as applicable.
FINAL EXECUTION VERSION. CONFIDENTIAL If to Precision: Precision BioSciences, Inc. 000 Xxxx Xxxxxxxxx Xxxxxx, Suite A-100 Durham, NC 27701 Facsimile: (000) 000-0000 Attention: Xxxxxxx Xxxxxxx, Vice President, Business Development with a copy (which copy shall not constitute legal notice to Precision) to: Smith, Anderson, Blount, Dorsett, Xxxxxxxx & Xxxxxxxx, LLP 000 Xxxxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Xxxx X. Xxxxxxx, Esq. If to Baxalta: Baxalta Incorporated 0000 Xxxxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Email: xxxxx.xxxxxxxxxx@xxxxxxx.xxx Attention: Legal Department and Baxalta GmbH Xxxxxxxxxxxxxxxx 000 0000 Xxxxxxxxx (Xxxxxxx) Xxxxxxxxxxx Attention: Legal Department with a copy (which copy shall not constitute legal notice to Baxalta) to counsel: Baxalta Incorporated 0000 Xxxxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Email: xxxxxxx.xxxxxxx@xxxxxxx.xxx Attention: General Counsel Any Party may change its notification address by giving notice to the other Party in the manner herein provided.
FINAL EXECUTION VERSION. Buyer Introductory Paragraph Buyer Group Section 5.11 Cap Section 6.5 Closing Date Section 8.4 Closing Payment Amount Section 1.4(c)(i) Current Account Section 1.1(a) E&O Section 3.12(a) Earn-Out Period Section 1.4(a) Earn-Out Statement Section 1.4(d) EPL Section 3.12(a) Excess Coverage Provision Section 5.2(a) Excluded Assets Section 1.2 Excluded Records Section 1.1(e) Financial Statements Section 3.4(a) Hired Employees Section 2.7 Indemnified Party Section 6.4(a) Indemnifying Party Section 6.4(a) Interim Balance Sheet Section 3.4(a) Key Owner Life Policy Section 5.8 Material Seller Contracts Section 1.1(c) Maximum Purchase Price Amount Section 1.4(a) Minimum Purchase Price Amount Section 1.4(a) Monthly Settlement Account Section 2.6(b)(i) Non-Compete Covenant Section 5.11 Objection Notice Section 1.4(d) Office Locations Section 1.1(i) Parent Introductory Paragraph Party/Parties Introductory Paragraph Payroll Transition Period Section 2.7(c) Pre-Closing E&O Section 5.2(a) Purchase Price Section 1.4(a) Required Consents Section 2.2(d) Required Tail Coverage Section 5.2(a) Required Tail Deductible Section 5.2(c) Restricted Area Section 5.11 Restricted Period Section 5.11 Retained Liability/Retained Liabilities Section 1.3 Seller/Sellers Introductory Paragraph Seller Accounts Payable Section 3.4(c) Seller Accounts Receivable Section 3.4(c) Seller Software Section 3.15(c) Settlement Objection Notice Section 2.6(b)(i) Settlement Statement Section 2.6(b)(i) Special Matter Section 6.1(c)(i) Stock Recipients Section 1.4(c)(ii) Survival Period Section 6.1(a) 55 FINAL EXECUTION VERSION Third Party Claim Section 6.4(a) Transfer Section 5.10(a)(ii) Transferred Account Section 5.10(a)(ii) Transferred Account Core Revenue Section 5.10(b)(ii)(A) W-9s Section 2.2(m) Year-End Balance Sheet Section 3.4(a)
FINAL EXECUTION VERSION. (ii) If Buyer and Sellers’ Representative submit any unresolved disputed matters to the Independent Accounting Firm, each of Buyer and Sellers’ Representative will submit an Earn-Out Statement, together with such supporting documentation as it deems appropriate, to the Independent Accounting Firm within 30 days after the date on which such unresolved disputed matters were submitted to the Independent Accounting Firm for resolution. The Independent Accounting Firm will resolve such dispute by choosing, in respect of any disputed line item, an amount that is within the range of the amounts for such line item as proposed by either Buyer or Sellers’ Representative. Buyer and Sellers’ Representative and their respective Representatives will each be entitled to meet with the Independent Accounting Firm and will use their respective commercially reasonable efforts to cause the Independent Accounting Firm to resolve such dispute as soon as practicable, but in any event within 30 days after the date on which the Independent Accounting Firm receives the Earn-Out Statement prepared by Buyer and Sellers’ Representative. Buyer and Sellers’ Representative will use their respective commercially reasonable efforts to cause the Independent Accounting Firm to notify them in writing of its resolution of such dispute as soon as practicable. Absent fraud or demonstrable error, the decision of the Independent Accounting Firm will be conclusive and binding upon the Parties. Each party will bear its own costs and expenses in connection with the resolution of such dispute by the Independent Accounting Firm. Buyer and the Sellers will bear the fees and disbursements of the Independent Accounting Firm in the same proportion that their respective positions are confirmed or rejected by the Independent Accounting Firm.
FINAL EXECUTION VERSION. (g) The Lease Assignments, executed by the respective Seller tenant under each lease, as assignor, and Landlord;
FINAL EXECUTION VERSION. (h) The Lease Assignments, executed by Buyer;
