Without limiting Sections 5. 2 or 5.10.1, until the first anniversary of the Closing Date, if Seller identifies or becomes aware of any Contract or other asset in its possession or control that is exclusively related to the Product Business, and which was not identified as a Purchased Contract or other Purchased Asset hereunder, Seller shall promptly notify Buyer of the existence of such Contract or other asset. If Buyer elects, in its sole discretion, to take assignment of such additional Contract or other asset, the Parties shall, as soon as reasonably practicable, use commercially reasonable efforts to ensure that such Contract or other asset is assigned to Buyer with any necessary prior Third Party consent or approval, and such Contract shall be deemed a Purchased Contract or such other asset shall be deemed included in the Purchased Assets hereunder, as applicable for all purposes. Other than the reimbursement of reasonable out-of-pocket expenses of Seller incurred in connection with such assignment, no additional consideration shall be owed from Buyer to Seller in connection therewith.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Aegerion Pharmaceuticals, Inc.), Asset Purchase Agreement (Aegerion Pharmaceuticals, Inc.)