definiens: ( as defined in the Verigen SPA ), Seller shall promptly, and in any event within five Business Days, notify Purchaser thereof, and Seller shall, to the extent practicable, include Purchaser in any discussion with such Person in connectiontherewith . Purchaser and/or its Affiliates shall cooperate with Seller and its representatives in respect of any exercise of such by any Person, including by promptly, unconditionally, and at no cost to Seller and/or its Affiliates, transferring any ( as defined in the Verigen SPA, and including to the extent legally permissible the right to use the clinical and pre - clinical data inthe possession of Seller or any of its Affiliates, not subject to rights of third parties, exclusively relating to the MACI technology andrequired to further pursue the MACI technology ) to Seller or any Person(s ) designated by Seller ( including any Option Holder ( as definedin the Verigen SPA ) ) with a view to ensure full compliance by Seller and its Affiliates with the Verigen SPA