definiens: ; termsdefined in the Transaction Agreement and not otherwise defined herein being used herein as therein defined ) ; WHEREAS, pursuant to the Transaction Agreement, Diversa has agreed to assume certain liabilities and obligations ofTMRI and its Affiliates with respect to the Purchased Assets or the Research Activities ; NOW, THEREFORE, in consideration of the sale of the Purchased Assets and in accordance with the terms of theTransaction Agreement, Diversa and TMRI agree as follows : 1 . ( a ) TMRI does hereby sell, transfer, assign and deliver ( on a basis ) to Diversa, good and valid title to thePurchased Assets ; provided that no sale, transfer, assignment or delivery shall be made of any Purchased Asset if an attemptedsale, assignment, transfer or delivery, without the consent of a third party, would constitute a breach or other contraventionwith respect to the Purchased Assets or in any way adversely affect the rights of Diversa thereunder