definiens: ), dated as of the Closing Date ( ( defined below ) ( the ), is by and between [COMPANY] Pharmaceuticals Inc., a Delaware corporation ( ) and [COMPANY] Inc., a Delawarecorporation ( ) . [COMPANY] and Seller are each referred to in this Agreement as a and collectively, as the RECITALSWHEREAS, Seller and [COMPANY] have entered into a Stock Purchase Agreement ( the ) whereby [COMPANY] has agreed to purchase from Seller, and Seller has agreed to sell to [COMPANY], all of the outstanding shares ofcapital stock of Idun Pharmaceuticals, Inc., a Delaware corporation and wholly owned subsidiary of the Seller ( ) ; WHEREAS, certain [COMPANY] Subsidiaries ( defined below ) own Inventory ( defined below ) relating to the Products ( definedbelow ) that have been developed by Idun ; andWHEREAS, in connection with the transaction contemplated by the Stock Purchase Agreement, Seller has agreed tocause its [COMPANY] Subsidiaries to assign to [COMPANY] the Inventory and [COMPANY] has agreed to pay Seller certain payments overtime as the Inventory is used