Common use of Transfer Plan Clause in Contracts

Transfer Plan. The Selling Parties shall, and shall cause their respective Affiliates to, transfer all assets or property set forth on the Transfer Plan to Purchaser and its respective Affiliates within the time periods (and in any event no later than 30 days following Closing) and according to the procedures set forth in the Transfer Plan. Notwithstanding anything to the contrary in this Agreement, all assets, including [***] to be transferred pursuant to the Transfer Plan (the “[***]”) shall be deemed to exclusively relate to the Company Business and shall be assigned to the Company pursuant to the relevant Ancillary Agreement; provided, however, if no later than June 3, 2022, the Selling Parties believe that any [***] is not exclusively related to the Company Business (each an “[***]”), then (i) the Selling Parties may provide written notice to Purchaser to such effect, which notice shall include a list of any such [***] and (ii) only to the extent Purchaser agrees in writing, in its sole discretion, that any [***] is not exclusively related to the Company Business (each a “[***]”), then any such [***] shall no longer be deemed to exclusively relate to the Company Business and such [***] shall be added to Schedule 2 of the License Agreement and be subject to the terms of the License Agreement.