Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. 11.1 All payments equal or above EUR [REDACTED] in the aggregate from Third Parties which are mistakenly received by the Seller or any other member of the Seller Group on or after Closing and in respect of the period on or after Closing and which relate to the Business sold, or any of the Business Assets transferred, pursuant to this Agreement shall be promptly paid in accordance with Clause 11.3 over to the Purchaser (or to such other member of the Purchaser's Group as the Purchaser may nominate) and, pending such payment, shall be held on trust (or procured to be held on trust) by the Seller or the applicable member of the Seller's Group for the Purchaser (or such other member of the Purchaser's Group as the Purchaser may nominate). The provisions in this Clause 11.1 are in addition to those set out in Clause 17.1. 11.2 All payments equal or above EUR [REDACTED] in the aggregate from Third Parties which are mistakenly received by the Purchaser or by any other member of the Purchaser's Group on or after Closing and which relate to (i) any assets or liabilities of the Seller Group which did not form part of the Business Assets or the Assumed Liabilities or (ii) which relates to the operation of the Business prior to the Closing shall be promptly paid in accordance with Clause 11.3 to the Seller (or to such other member of the Seller's Group as the Seller may nominate) and, pending such payment, shall be held on trust (or procured to be held on trust) by the Purchaser or the applicable member of the Purchaser's Group for the Seller (or such other member of the Seller's Group as the Seller may nominate). The provisions in this Clause 11.1 are in addition to those set out in Clause 17.2. 11.3 Any apportionment due under Clauses 11.1 and 11.2 shall be made paid by the relevant Party at the start of the month following expiry of sixty (60) calendar days from date of receipt of the relevant quarterly invoice.

Wrong Pockets. 11.1 All (a) If, following the Closing, (i) the Alani Parties (other than the KS Sellers and the ▇▇ ▇▇▇▇▇▇▇) or any of their respective Affiliates receive a payment with respect to any asset, property or right (including Intellectual Property Rights) that is a Transferred Asset (as defined in Exhibit G), (ii) any Transferred Asset is found to have been retained by the Alani Parties (other than the KS Sellers and the ▇▇ ▇▇▇▇▇▇▇) or any of their respective Affiliates or (iii) the Company or any of its Subsidiaries is found to have retained or assumed, or otherwise remains or becomes liable for, any liability to the extent relating to the business or operations of the Alani Parties (other than the KS Sellers and the ▇▇ ▇▇▇▇▇▇▇) or any of their respective Affiliates, other than the Business, then, at the written request of Buyer, the applicable Alani Party shall (A) promptly reimburse and/or cause its relevant Affiliate to promptly reimburse the Company the amount referred to in clause (i) above or (B) execute and/or cause its relevant Affiliate to execute such documents as may be reasonably necessary to procure the transfer or assignment of such Transferred Asset referred to in clause (ii) above to the Company (or its designee), free and clear of all Liens (other than the Permitted Liens) or the assumption of any such liability referred to in clause (iii) above by the applicable Alani Party or its relevant Affiliate (other than the Company and its Subsidiaries), in each case, for no consideration; provided, however, if any Transferred Asset is, by its terms, by (b) If, following the Closing, the Company or any of its Subsidiaries receive a payment with respect to any asset, property or right (including Intellectual Property Rights) that is exclusively used, exclusively held for use or exclusively relates to the other businesses of the Alani Parties (other than the KS Sellers and the ▇▇ ▇▇▇▇▇▇▇), then, at the written request of the applicable Alani Party, the Company shall promptly reimburse and/or cause its relevant Subsidiary to promptly reimburse the applicable Alani Party or its Affiliate, as applicable, the amount referred to above. The Parties acknowledge and agree that, except as otherwise provided in this Agreement, there is no right of offset regarding payments equal contemplated by this Section 6.30(b) and Buyer may not withhold funds received from third parties for the account of the applicable Alani Party or above EUR [REDACTED] its Affiliate in the aggregate from Third Parties which are mistakenly received by the Seller event there is a dispute regarding any other issue under this Agreement or any other member of the Seller Group on or after Closing and in respect of the period on or after Closing and which relate to the Business sold, or any of the Business Assets transferred, pursuant to this Agreement shall be promptly paid in accordance with Clause 11.3 over to the Purchaser (or to such other member of the Purchaser's Group as the Purchaser may nominate) and, pending such payment, shall be held on trust (or procured to be held on trust) by the Seller or the applicable member of the Seller's Group for the Purchaser (or such other member of the Purchaser's Group as the Purchaser may nominate). The provisions in this Clause 11.1 are in addition to those set out in Clause 17.1Transaction Agreement. 11.2 All payments equal or above EUR [REDACTED] in the aggregate from Third Parties which are mistakenly received by the Purchaser or by any other member of the Purchaser's Group on or after Closing and which relate to (i) any assets or liabilities of the Seller Group which did not form part of the Business Assets or the Assumed Liabilities or (ii) which relates to the operation of the Business prior to the Closing shall be promptly paid in accordance with Clause 11.3 to the Seller (or to such other member of the Seller's Group as the Seller may nominate) and, pending such payment, shall be held on trust (or procured to be held on trust) by the Purchaser or the applicable member of the Purchaser's Group for the Seller (or such other member of the Seller's Group as the Seller may nominate). The provisions in this Clause 11.1 are in addition to those set out in Clause 17.2. 11.3 Any apportionment due under Clauses 11.1 and 11.2 shall be made paid by the relevant Party at the start of the month following expiry of sixty (60) calendar days from date of receipt of the relevant quarterly invoice.

Wrong Pockets. 11.1 All payments equal or above EUR [REDACTED] in (a) If, following the aggregate from Third Parties which are mistakenly received by the Closing for a period of twelve (12) months thereafter, Seller discovers that it or any other member of the Seller Group on is the owner of or after Closing and in respect of the period on possesses any asset (other than any Excluded Asset), or after Closing and which relate is liable for any Liability, that is primarily related to the Business soldBusiness, then the parties hereto shall, and shall cause their Subsidiaries to use reasonable best efforts to, transfer or cause to be transferred such asset or Liability, as applicable, to a Purchaser Entity (and such Purchaser Entity shall accept any such asset or assume any such Liability) for no additional consideration other than as previously paid as provided in this Agreement. (b) If, following the Closing for a period of twelve (12) months thereafter, Purchaser discovers that a Purchaser Entity is the owner of or possesses any asset, or is liable for any of the Business Assets transferredLiability, pursuant to this Agreement shall be promptly paid in accordance with Clause 11.3 over each case that is primarily related to the Purchaser (Retained Business or that constitutes a Retained Liability, then the parties hereto shall, and shall cause their Subsidiaries to use reasonable best efforts to, transfer or cause to be transferred such other asset or Liability, as applicable, to a member of the Purchaser's Seller Group as the Purchaser may nominate) and, pending such payment, shall be held on trust (or procured to be held on trust) by the and Seller or the applicable member of the Seller's Group for the Purchaser (or such other member of the Purchaser's Seller Group shall accept any such asset or assume any such Liability) for no additional consideration other than as the Purchaser may nominate). The provisions previously paid as provided in this Clause 11.1 are in addition to those set out in Clause 17.1Agreement. 11.2 All payments equal (c) To the extent that any transfer under Section 6.15(a) or above EUR [REDACTED] in 6.15(b) is required, but not permitted by Law or an applicable Contract, the aggregate from Third Parties which are mistakenly received by the parties hereto shall use reasonable best efforts to obtain or structure an arrangement such that Purchaser or Seller, as applicable, shall receive the rights and benefits and/or bear the obligations and burdens, of such asset or Liability. (d) The parties shall reasonably cooperate to effect any transfers or other arrangements described in Section 6.15(a) or 6.15(b) in a manner that is Tax efficient for the parties and their respective Affiliates, including by treating the Person initially in possession of any other member of such payment after the Purchaser's Group on Closing as holding such payment as an agent or after Closing and which relate to (i) any assets or liabilities of nominee for the Seller Group which did not form part of the Business Assets or the Assumed Liabilities or (ii) which relates transferee thereof for all Tax purposes, to the operation of the Business prior to the Closing shall be promptly paid in accordance with Clause 11.3 to the Seller (or to such other member of the Seller's Group as the Seller may nominate) and, pending such payment, shall be held on trust (or procured to be held on trust) extent permitted by the Purchaser or the applicable member of the Purchaser's Group for the Seller (or such other member of the Seller's Group as the Seller may nominate). The provisions in this Clause 11.1 are in addition to those set out in Clause 17.2Law. 11.3 Any apportionment due under Clauses 11.1 and 11.2 shall be made paid by the relevant Party at the start of the month following expiry of sixty (60) calendar days from date of receipt of the relevant quarterly invoice.

Wrong Pockets. 11.1 All (a) In addition to any misdirected payments equal or above EUR [REDACTED] referenced in the aggregate from Third Parties Section 6.6 to which are mistakenly received by the each Seller is entitled, any asset or any Liability, all other member of the Seller Group on remittances and all mail and other communications that is an Excluded Asset or after Closing and in respect of the period on or after Closing and which relate to the Business sold, or any of the Business Assets transferred, pursuant to this Agreement shall be promptly paid in accordance with Clause 11.3 over to the Purchaser (or to such other member of the Purchaser's Group as the Purchaser may nominate) and, pending such payment, shall be held on trust (or procured to be held on trust) by the Seller or the applicable member of the Seller's Group for the Purchaser (or such other member of the Purchaser's Group as the Purchaser may nominate). The provisions in this Clause 11.1 are in addition to those set out in Clause 17.1. 11.2 All payments equal or above EUR [REDACTED] in the aggregate from Third Parties which are mistakenly received by the Purchaser or by any other member of the Purchaser's Group on or after Closing and which relate to an Excluded Liability (i) any assets or liabilities pursuant to the terms of the Seller Group which did not form part of the Business Assets or the Assumed Liabilities this Agreement or (ii) absent such agreement, as finally determined by the Bankruptcy Court pursuant to Section 12.2, and which relates comes into the possession, custody or control of Buyer (or its successors-in-interest, assigns or Affiliates) shall within ten (10) Business Days following receipt be transferred, assigned or conveyed by Buyer (and its respective successors-in-interest, assigns and Affiliates) to any Seller at such Seller’s cost. Until such transfer, assignment and conveyance, ▇▇▇▇▇, Buyer Guarantor, and their successors-in-interest, assigns and Affiliates, shall not have any right, title or interest in or obligation or responsibility with respect to such asset or Liability except that Buyer shall hold such asset in trust for the benefit of any Seller. Buyer, Buyer Guarantor, and their successors-in-interest, assigns and Affiliates, shall have neither the right to offset amounts payable to such Seller under this Section 6.13(a) against, nor the right to contest its obligation to transfer, assign and convey to such Seller because of, outstanding claims, Liabilities or obligations asserted by Buyer against such Seller including but not limited to pursuant to the operation Purchase Price adjustment of Section 1.9. For avoidance of doubt, in the event any portion of the Business prior Government Program Settlement Amount is released and paid by any Government Program to Buyer (or its successors-in-interest, assigns or Affiliates), Buyer shall pay such portion of the Closing shall be promptly paid Government Program Settlement Amount to any Seller in accordance with Clause 11.3 this Section 6.13(a). (b) In addition to any misdirected payments referenced in Section 6.7 to which ▇▇▇▇▇ is entitled, any asset or any Liability, all other remittances and all mail and other communications that is an Purchased Asset or an Assumed Liability (i) pursuant to the terms of this Agreement or (ii) absent such agreement, as finally determined by the Bankruptcy Court pursuant to Section 12.2, and which comes into the possession, custody or control of any Seller (or its successors-in-interest, assigns or Affiliates) shall within ten (10) Business Days following receipt be transferred, assigned or conveyed by such Seller (and its successors-in-interest, assigns and Affiliates) to Buyer or Buyer’s designated Affiliate at Buyer’s cost. Until such transfer, assignment and conveyance, each Seller and its successors-in-interest, assigns and Affiliates shall not have any right, title or interest in or obligation or responsibility with respect to such other member of the Seller's Group as the asset or Liability except that such Seller may nominate) and, pending shall hold such payment, shall be held on asset in trust (or procured to be held on trust) by the Purchaser or the applicable member of the Purchaser's Group for the benefit of Buyer. Any Seller (or such other member any Seller Party and their respective successors-in-interest and assigns shall have neither the right to offset amounts payable to Buyer under this Section 6.13(b) against, nor the right to contest its obligation to transfer, assign and convey to Buyer because of, outstanding claims, Liabilities or obligations asserted by any Seller against Buyer including but not limited to pursuant to the Purchase Price adjustment of the Seller's Group as the Seller may nominate). The provisions in this Clause 11.1 are in addition to those set out in Clause 17.2Section 1.9. 11.3 Any apportionment due under Clauses 11.1 and 11.2 shall be made paid by the relevant Party at the start of the month following expiry of sixty (60) calendar days from date of receipt of the relevant quarterly invoice.

Wrong Pockets. 11.1 All payments equal payments, rebates or above EUR [REDACTED] in the aggregate other items from Third Parties third parties which are mistakenly received by the Seller or any other member of the Seller Aspen Group on or after Closing and in respect of the period on or after Closing Completion and which relate to (i) the period after the Completion time; and (ii) the Commercialisation Business sold, sold or any of the Commercialisation Business Assets transferred, transferred pursuant to this Agreement shall be promptly paid over (and in accordance with Clause 11.3 over any event within twenty (20) Business Days of such receipt) to the Purchaser (or to such other member of the Purchaser's ’s Group as the Purchaser may nominate) and, pending such payment, shall be held on in trust (or procured to be held on in trust) by the Seller or the applicable member of the Seller's Aspen Group for the Purchaser (or such other member of the Purchaser's ’s Group as the Purchaser may nominate). The provisions in this Clause 11.1 are in addition to those set out in Clause 17.1. 11.2 All payments equal payments, rebates or above EUR [REDACTED] in the aggregate other items from Third Parties third parties which are mistakenly received by the Purchaser or by any other member of the Purchaser's ’s Group on or after Closing Completion and which relate to (i) one or more of the remaining businesses or assets of the Aspen Group or (ii) any assets or liabilities of the Seller Aspen Group which did not form part of the Commercialisation Business Assets or the Assumed Liabilities transferred or assumed pursuant to this Agreement (including (i) notwithstanding the provisions of Clauses 17.1 and 17.2 any money, rebates or items received by any member of the Purchaser’s Group in respect of the Receivables; and (ii) which relates any money, rebates or items received by any member of the Purchaser’s Group pursuant to a Commercialisation Business Contract or Shared Commercialisation Business Contract to the operation of extent such money, rebates or items relate to the Business period prior to the Closing Completion Time) shall be promptly paid over (and in accordance with Clause 11.3 any event within twenty (20) Business Days of such receipt) to the Seller (or to such other member of the Seller's Aspen Group as the Seller may nominate) and, pending such payment, shall be held on in trust (or procured to be held on in trust) by the Purchaser or the applicable member of the Purchaser's ’s Group for the Seller (or such other member of the Seller's Aspen Group as the Seller may nominate). The provisions in this Clause 11.1 are in addition to those set out in Clause 17.2. 11.3 Any apportionment due under Clauses 11.1 If the legal title to or the beneficial interest in any asset or liability: A. which is not exclusively used in or exclusively relating to the Commercialisation Business; and B. which is used in or relating to the Aspen Business and 11.2 which is required in connection with or for use in such Aspen Business, is transferred to or vested in the Purchaser or any member of the Purchaser’s Group with the Commercialisation Business Assets or Assumed Liabilities, the Purchaser or that member of the Purchaser’s Group (as the case may be) shall be made paid deemed to hold the asset or liability (a “Required Asset or Liability”) on trust and as bailee for the Seller or any member of the Aspen Group (as the case may be) and the Purchaser or that member of the Purchaser’s Group shall, at the Seller’s request, as soon as practicable and on terms that no consideration is provided by any Person for such transfer: C. execute all such deeds or documents as may be necessary for the purpose of transferring (free of any Encumbrance created on or after Completion) the relevant Party interest in such Required Asset or Liability to the Seller or as it may direct; and D. do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Seller (for itself or any member of the Aspen Group) may reasonably request for the purpose of vesting the relevant interest in such Required Asset or Liability in the Seller or any member of the Aspen Group as the case may be. 11.4 The Purchaser shall notify the Seller forthwith upon it coming to its attention that there are any Required Asset or Liability in its possession or control or that of any member of the Purchaser’s Group. 11.5 If the legal title to or the beneficial interest in any asset or liability: A. which is used exclusively in or relates exclusively to the Commercialisation Business; and B. which is not an Excluded Asset or an Excluded Liability or used in or does not relate to the Aspen Business and which is not required in connection with or for use in such Aspen Business, remains vested in the Seller or any member of the Aspen Group after Completion, the Seller or that member of the Aspen Group (as the case may be) shall be deemed to hold the asset or liability (a “Missing Asset or Liability”) on trust and as bailee for the Purchaser, and the Seller or that member of the Aspen Group (as the case may be) shall, at the start Purchaser’s request, as soon as practicable and on terms that no consideration is provided by any Person for such transfer: C. execute all such deeds or documents as may be necessary for the purpose of transferring (free of any Encumbrance created after Completion the relevant interest in the Missing Asset or Liability to the Purchaser or as it may direct; and D. do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Purchaser may reasonably request for the purpose of vesting the relevant interest in the Missing Asset or Liability in the Purchaser or as the Purchaser may direct. 11.6 The Seller shall notify the Purchaser forthwith upon it coming to its attention that there is any Missing Asset or Liability in its possession or control or that of any member of the month following expiry of sixty (60) calendar days from date of receipt Aspen Group. 11.7 Any asset transferred to the Seller or to any other member of the relevant quarterly invoiceAspen Group pursuant to this Clause 11 shall be transferred for nil consideration. 11.8 Any asset transferred to the Purchaser or to any other member of the Purchaser’s Group pursuant to this Clause 11 shall be transferred for nil consideration.

Wrong Pockets. 11.1 All payments equal Except as provided in this Section 5.19, from and after the Closing Date until the third (3rd) anniversary thereof (such period, the “Wrong Pockets Period”): (a) If a Party becomes aware of any assets, property, rights or above EUR [REDACTED] liabilities (other than Wrong Pocket Contracts, which are addressed by Section 5.23) that primarily relate to the Retained Business that remain owned by or in the aggregate from Third Parties which are mistakenly received by possession of the Buyer or the Transferred Subsidiaries, including any funds intended for the Seller or its Affiliates, (i) such Party shall promptly notify the other Party in writing and (ii) the Parties shall, as soon as reasonably practicable, use reasonable best efforts to ensure that such asset, property, right or liability is transferred or assumed, with any necessary prior consent, to the Seller or its designee and pending such transfer, to provide the full benefit of any such asset, property or right and full responsibility for any such liability to the Seller or its designee; (b) If a Party becomes aware of any Restructuring Transferred Assets, or any other member of the Seller Group on assets, property, rights or after Closing liabilities (other than Wrong Pocket Contracts, which are addressed by Section 5.23 and in respect of the period on or after Closing and Delayed Transferred Assets which are addressed by Section 5.28) that primarily relate to the Business soldthat remain owned by or were transferred to and now are in the possession of the Seller or its Affiliates, including any funds intended for the Transferred Subsidiaries (i) such Party shall promptly notify the other Party in writing and (ii) the Parties shall, as soon as reasonably practicable, use reasonable best efforts to ensure that such Restructuring Transferred Asset, or such other asset, property, right or liability is transferred or assumed, with any necessary prior consent, to the Buyer or its designee and pending such transfer, to provide full benefit of any such transferred asset, or other asset, property or right and full responsibility for any such liability to the Buyer or its designee. (c) If the Buyer (or any of its Affiliates), on the one hand, or the Seller (or any of its Affiliates), on the other hand, pays any amount to any third party in satisfaction of any liability of the other Party pursuant to the terms of this Agreement or any of the Business Assets transferredAncillary Agreements, (i) the paying Party shall promptly notify the other Party of such payment and (ii) the other Party shall promptly reimburse the paying Party for the amount so paid by the paying Party to such third party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such amount, whether in connection with a dispute under this Agreement or any of the Ancillary Agreements or otherwise). (d) Notwithstanding anything to the contrary in this Section 5.19, if, prior to the expiration of the Wrong Pockets Period, a Party (i) becomes aware of any asset, property, right or liability (other than Contracts) that one Party (the “Required Transferor”) has an obligation to use commercially reasonable efforts to transfer to the other Party or its designee pursuant to this Agreement shall be promptly paid in accordance with Clause 11.3 over to the Purchaser (or to such other member of the Purchaser's Group as the Purchaser may nominate) andSection 5.19, pending such paymentfor no additional consideration, shall be held on trust (or procured to be held on trust) by the Seller or the applicable member of the Seller's Group for the Purchaser (or such other member of the Purchaser's Group as the Purchaser may nominate). The provisions in this Clause 11.1 are in addition to those set out in Clause 17.1. 11.2 All payments equal or above EUR [REDACTED] in the aggregate from Third Parties which are mistakenly received by the Purchaser or by any other member of the Purchaser's Group on or after Closing and which relate to (i) any assets or liabilities of the Seller Group which did not form part of the Business Assets or the Assumed Liabilities or (ii) which relates notifies the Required Transferor in writing of such obligation, and (iii) does not transfer or provide access to such asset, property, right or liability to the operation other Party by the expiration of the Business prior Wrong Pockets Period, then the Required Transferor will use commercially reasonable efforts to transfer or provide access to such asset or liability to the Closing shall be promptly paid in accordance with Clause 11.3 to other Party, notwithstanding the Seller (or to such other member expiration of the Seller's Group as the Seller may nominate) and, pending such payment, shall be held on trust (or procured to be held on trust) by the Purchaser or the applicable member of the Purchaser's Group for the Seller (or such other member of the Seller's Group as the Seller may nominate). The provisions in this Clause 11.1 are in addition to those set out in Clause 17.2Wrong Pockets Period. 11.3 Any apportionment due under Clauses 11.1 and 11.2 shall be made paid by the relevant Party at the start of the month following expiry of sixty (60) calendar days from date of receipt of the relevant quarterly invoice.

Wrong Pockets. 11.1 All payments equal Except as provided in this Section 5.19, from and after the Closing Date until the third (3rd) anniversary thereof (such period, the “Wrong Pockets Period”): (a) If a Party becomes aware of any assets, property, rights or above EUR [REDACTED] liabilities (other than Wrong Pocket Contracts, which are addressed by Section 5.23) that primarily relate to the Retained Business that remain owned by or in the aggregate from Third Parties which are mistakenly received by possession of the Buyer or the Transferred Subsidiaries, including any funds intended for the Seller or its Affiliates, (i) such Party shall promptly notify the other Party in writing and (ii) the Parties shall, as soon as reasonably practicable, use reasonable best efforts to ensure that such asset, property, right or liability is transferred or assumed, with any necessary prior consent, to the Seller or its designee and pending such transfer, to provide the full benefit of any such asset, property or right and full responsibility for any such liability to the Seller or its designee; (b) If a Party becomes aware of any Restructuring Transferred Assets, or any other member of the Seller Group on assets, property, rights or after Closing liabilities (other than Wrong Pocket Contracts, which are addressed by Section 5.23 and in respect of the period on or after Closing and Delay Transferred Assets which are addressed by Section 5.28) that primarily relate to the Business soldthat remain owned by or were transferred to and now are in the possession of the Seller or its Affiliates, including any funds intended for the Transferred Subsidiaries (i) such Party shall promptly notify the other Party in writing and (ii) the Parties shall, as soon as reasonably practicable, use reasonable best efforts to ensure that such Restructuring Transferred Asset, or such other asset, property, right or liability is transferred or assumed, with any necessary prior consent, to the Buyer or its designee and pending such transfer, to provide full benefit of any such transferred asset, or other asset, property or right and full responsibility for any such liability to the Buyer or its designee. (c) If the Buyer (or any of its Affiliates), on the one hand, or the Seller (or any of its Affiliates), on the other hand, pays any amount to any third party in satisfaction of any liability of the other Party pursuant to the terms of this Agreement or any of the Business Assets transferredAncillary Agreements, (i) the paying Party shall promptly notify the other Party of such payment and (ii) the other Party shall promptly reimburse the paying Party for the amount so paid by the paying Party to such third party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such amount, whether in connection with a dispute under this Agreement or any of the Ancillary Agreements or otherwise). (d) Notwithstanding anything to the contrary in this Section 5.19, if, prior to the expiration of the Wrong Pockets Period, a Party (i) becomes aware of any asset, property, right or liability (other than Contracts) that one Party (the “Required Transferor”) has an obligation to use commercially reasonable efforts to transfer to the other Party or its designee pursuant to this Agreement shall be promptly paid in accordance with Clause 11.3 over to the Purchaser (or to such other member of the Purchaser's Group as the Purchaser may nominate) andSection 5.19, pending such paymentfor no additional consideration, shall be held on trust (or procured to be held on trust) by the Seller or the applicable member of the Seller's Group for the Purchaser (or such other member of the Purchaser's Group as the Purchaser may nominate). The provisions in this Clause 11.1 are in addition to those set out in Clause 17.1. 11.2 All payments equal or above EUR [REDACTED] in the aggregate from Third Parties which are mistakenly received by the Purchaser or by any other member of the Purchaser's Group on or after Closing and which relate to (i) any assets or liabilities of the Seller Group which did not form part of the Business Assets or the Assumed Liabilities or (ii) which relates notifies the Required Transferor in writing of such obligation, and (iii) does not transfer or provide access to such asset, property, right or liability to the operation other Party by the expiration of the Business prior Wrong Pockets Period, then the Required Transferor will use commercially reasonable efforts to transfer or provide access to such asset or liability to the Closing shall be promptly paid in accordance with Clause 11.3 to other Party, notwithstanding the Seller (or to such other member expiration of the Seller's Group as the Seller may nominate) and, pending such payment, shall be held on trust (or procured to be held on trust) by the Purchaser or the applicable member of the Purchaser's Group for the Seller (or such other member of the Seller's Group as the Seller may nominate). The provisions in this Clause 11.1 are in addition to those set out in Clause 17.2Wrong Pockets Period. 11.3 Any apportionment due under Clauses 11.1 and 11.2 shall be made paid by the relevant Party at the start of the month following expiry of sixty (60) calendar days from date of receipt of the relevant quarterly invoice.

Wrong Pockets. 11.1 14.1 All payments equal or above EUR [REDACTED] in the aggregate from Third Parties third parties which are mistakenly received by the Seller or any other member of the Seller GSK Group on or after Closing and in respect of Completion, to the period on or after Closing and extent to which they relate to the Business sold, or any of the Business Assets transferred, pursuant to this Agreement and which do not constitute Excluded Assets shall be promptly paid over (and in accordance with Clause 11.3 over any event within ten (10) Business Days of such receipt) to the Purchaser (or to such other member of the Purchaser's ’s Group as the Purchaser may nominate) and, pending such payment, shall be held on in trust (or procured to be held on in trust) by the Seller or the applicable member of the Seller's GSK Group for the Purchaser (or such other member of the Purchaser's ’s Group as the Purchaser may nominate). The provisions in this Clause 11.1 are in addition to those set out in Clause 17.1. 11.2 14.2 All payments equal or above EUR [REDACTED] in the aggregate from Third Parties third parties which are mistakenly received by the Purchaser or by any other member of the Purchaser's ’s Group on or after Closing and Completion, to the extent to which they relate to (i) one or more of the remaining businesses or assets of the GSK Group or (ii) any assets or liabilities of the Seller GSK Group which did not form part of the Business Assets or the Assumed Liabilities (including, notwithstanding the provisions of Clauses 20.1 and 20.2, any money or (ii) which relates to the operation items received by any member of the Business prior to Purchaser’s Group in respect of the Closing Receivables or which constitute Excluded Assets) shall be promptly paid over (and in accordance with Clause 11.3 any event within 10 Business Days of such receipt) to the Seller (or to such other member of the Seller's GSK Group as the Seller may nominate) and, pending such payment, shall be held on in trust (or procured to be held on in trust) by the Purchaser or the applicable member of the Purchaser's ’s Group for the Seller (or such other member of the Seller's GSK Group as the Seller may nominate). The provisions in this Clause 11.1 are in addition to those set out in Clause 17.2. 11.3 14.3 Without prejudice to any other provision of this Agreement, the parties agree that they do not intend for members of the Purchaser’s Group after Completion to be vested with, or otherwise to have under their possession or control, any property or asset (tangible or intangible and including any rights pursuant to any contracts, arrangements and undertakings including, without limitation, any licences of Intellectual Property or know-how, but otherwise excluding Intellectual Property and know-how) which was, in the twenty-four (24) months prior to the Completion Date, used by a member of the GSK Group other than exclusively in relation to the Business (“Non-Business Assets”). 14.4 Without prejudice to any restriction or limitation on the extent of any party’s obligations under this Agreement or to the provisions of Clause 25, if, after Completion, any party to this Agreement shall become aware that any Non-Business Asset is vested in, or otherwise under the possession or control of any member of the Purchaser’s Group, then the transfer of that Non-Business Asset shall be regarded as void ab initio and the Purchaser shall, or shall procure that any other relevant member of the Purchaser’s Group will, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form reasonably satisfactory to the Seller to vest such property or asset in, and transfer the possession and control of the same to, the Seller or a company nominated by the Seller as soon as reasonably practicable after so becoming aware. 14.5 Any apportionment due under Clauses 11.1 property or asset transferred to the Seller or to any other member of the GSK Group pursuant to Clause 14.4 shall be transferred for an amount equal to the market value of such property or asset, which amount shall be paid by the Seller (on behalf of the relevant member of the GSK Group, as the case may be) to the Purchaser on the date of transfer of the property or asset and, at the same time, an equal and 11.2 upwards adjustment shall be made paid by the Purchaser to the Seller as an adjustment to the consideration payable by the Purchaser under this Agreement and the amounts so payable shall be set off such that no funds shall flow in relation to that payment PROVIDED THAT the Seller shall indemnify the Purchaser (or the relevant Party at the start member of the month following expiry Purchaser’s Group, as the case may be) in full in respect of sixty any Tax which the Purchaser (60) calendar days from date of receipt or the relevant member of the Purchaser’s Group, as the case may be) is liable to pay as a result of the transfer and/or the upward adjustment of the consideration and which the Purchaser (or the relevant quarterly invoicemember of the Purchaser’s Group, as the case may be) would not otherwise been liable to pay but for such transfer and/or the upward adjustment of the consideration.

Wrong Pockets. 11.1 All payments equal (a) If, for any reason after the Closing, Purchaser is found to be in possession of any Excluded Asset or above EUR [REDACTED] in the aggregate from Third Parties subject to an Excluded Liability, (i) Purchaser shall return or transfer and convey (without further consideration) to Seller, and Seller shall accept or assume, as applicable, such Excluded Asset or Excluded Liability; (ii) Seller shall assume (without further consideration) any Liabilities associated with such Excluded Assets or Excluded Liabilities; and (iii) Purchaser and Seller shall execute such documents or instruments of conveyance or assumption and take such further acts which are mistakenly received reasonably necessary or desirable to effect the transfer of such Excluded Asset or Excluded Liability back to Seller. (b) In the event that any Purchased Asset or Assumed Liability is discovered by the Seller or any other member of its Affiliates or identified to Seller in writing by Purchaser at any time after the Closing Date, possession or ownership of which has not been transferred to, or assumed by, either Purchaser or its Affiliates at such time, Seller Group shall promptly take such steps as may be required to transfer, or cause to be transferred, such Purchased Assets or Assumed Liabilities to Purchaser, subject to Section 1.5 and otherwise in accordance with the terms of this Agreement, at no additional charge to Purchaser or its Affiliates, and Purchaser or its Affiliates shall accept such Purchased Assets or assume such Assumed Liabilities, as the case may be. (c) In the event that, on or after the Closing and in respect of the period on Date, either party shall receive any payments or after Closing and which relate other funds due to the Business sold, other pursuant to the terms of this Agreement or any of the Business Assets transferredother Transaction Agreements, pursuant to this Agreement then the party receiving such funds shall be promptly paid in accordance with Clause 11.3 over forward such funds to the Purchaser (or to proper party. The parties acknowledge and agree that there is no right of offset regarding such other member payments and a party may not withhold funds received from third parties for the account of the Purchaser's Group as other party in the Purchaser may nominate) and, pending such payment, shall be held on trust (or procured to be held on trust) by the Seller or the applicable member event there is a dispute regarding any other issue under any of the Seller's Group for the Purchaser (or such other member of the Purchaser's Group as the Purchaser may nominate). The provisions in this Clause 11.1 are in addition to those set out in Clause 17.1Transaction Agreements. 11.2 All payments equal or above EUR [REDACTED] in the aggregate from Third Parties which are mistakenly received by the Purchaser or by any other member of the Purchaser's Group on or after Closing and which relate to (i) any assets or liabilities of the Seller Group which did not form part of the Business Assets or the Assumed Liabilities or (ii) which relates to the operation of the Business prior to the Closing shall be promptly paid in accordance with Clause 11.3 to the Seller (or to such other member of the Seller's Group as the Seller may nominate) and, pending such payment, shall be held on trust (or procured to be held on trust) by the Purchaser or the applicable member of the Purchaser's Group for the Seller (or such other member of the Seller's Group as the Seller may nominate). The provisions in this Clause 11.1 are in addition to those set out in Clause 17.2. 11.3 Any apportionment due under Clauses 11.1 and 11.2 shall be made paid by the relevant Party at the start of the month following expiry of sixty (60) calendar days from date of receipt of the relevant quarterly invoice.