definiens: ) . The Parties agree that the Closing ( as defined below ) under this Agreement and the closing under the Purchase and S ale Agreement will occur simultaneously ; and D. WHEREAS, Acquisition Co. anticipates carrying out the tran sactions contemplated in this Agreement and closing under the Purchase and Sale A greement or organizing a further wholly- owned subsidiary of Acqu isition Co. to : ( i ) enter into and accept ( as an au thorized and permitted assignee ) this Agreement, as the purchaser ( the ), and all of the rights, title, ownership, proper ty, assets, and control of the Business and the assumption of any of th e Assumed Liabilities ( as defined below ), if any ; ( ii ) enter into an executive employment agreement ( ) in order to employ Dr. Michael J. Larson ( ), who will serve as the President of such subsidiary ( or Acquisition Co. or such other entity identified in the Employment Agreement ), pursuant to the terms and conditions of the Employment Agreement, a mutually agreed- upon form of which is attached hereto as Exhibit A ; and ( iii ) e nter into the Purchase and Sale Agreement to acqu ire the Real Property, prior to closing under the Purchase and S ale Agreement