WHICH IT MAY SELL ALL
OR SUBSTANTIALLY ALL OF ITS ASSETS.
Section 5.05
Termination of the Janssen Agreement.
IF THE JANSSEN AGREEMENT IS TERMINATED, BY EITHER JANSSEN OR VERTEX, FOR ANY
REASON AND THE LICENSES GRANTED TO JANSSEN UNDER ARTICLE 7 OF THE JANSSEN
AGREEMENT TERMINATE, VERTEX SHALL PAY THE PURCHASER AN AMOUNT EQUAL TO ANY
PORTION OF THE MILESTONE PAYMENT THAT HAS NOT BEEN EARNED PRIOR TO THE EFFECTIVE
DATE OF SUCH TERMINATION OF THE JANSSEN AGREEMENT, PROVIDED, HOWEVER, THAT
VERTEX SHALL OWE SUCH PAYMENT TO THE PURCHASER ONLY IF AND WHEN THE MILESTONE
EVENT IS SUBSEQUENTLY ACHIEVED (EITHER BY VERTEX, VERTEX'S LICENSEE OR SUCCESSOR
OR AN ACQUIROR OF VERTEX'S ASSETS OR RIGHTS RELATED THERETO).
FOR THE AVOIDANCE
OF DOUBT, THE EXPIRATION OF THE JANSSEN AGREEMENT UNDER SECTION 13.1 THEREOF
SHALL NOT BE DEEMED A TERMINATION OF THE JANSSEN AGREEMENT.
Section 5.06
Notice of Certain Events.
(A)
IN ADDITION TO, AND NOT IN LIMITATION OF, THE OTHER PROVISIONS OF THIS
AGREEMENT, VERTEX SHALL PROVIDE THE PURCHASER WITH WRITTEN NOTICE AS PROMPTLY AS
PRACTICABLE (AND IN ANY EVENT WITHIN FIVE BUSINESS DAYS) AFTER BECOMING AWARE OF
THE OCCURRENCE OF A BANKRUPTCY EVENT; AND
(B)
VERTEX SHALL NOTIFY THE PURCHASER IN WRITING NOT LESS THAN 30 DAYS
PRIOR TO ANY CHANGE IN, OR AMENDMENT OR ALTERATION OF, VERTEX'S (I) LEGAL NAME,
(II) FORM OR TYPE OF ORGANIZATION OR CORPORATE STRUCTURE OR (III) JURISDICTION
OF ORGANIZATION.
Section 5.07
Access to Certain Information.
(A)
IF THE SECURITIES AND EXCHANGE COMMISSION OR GAAP REQUIRES VERTEX
TO REPORT ITS FINANCIAL RESULTS ON A CONSOLIDATED BASIS WITH THE FINANCIAL
RESULTS OF THE PURCHASER, THE PURCHASER SHALL, FOR SO LONG AS THE SECURITIES AND
EXCHANGE COMMISSION OR GAAP REQUIRE SUCH CONSOLIDATION, USE ITS REASONABLE BEST
EFFORTS TO PROVIDE TO, AND TO COOPERATE WITH VERTEX OR AN INDEPENDENT ACCOUNTING
FIRM ENGAGED BY VERTEX IN CONNECTION WITH THE COLLECTION OF, FINANCIAL RECORDS
AND FINANCIAL INFORMATION OF THE PURCHASER AS MAY BE REASONABLY REQUIRED BY
VERTEX OR SUCH ACCOUNTING FIRM.
VERTEX SHALL BE RESPONSIBLE FOR ALL COSTS, FEES
AND EXPENSES IN CONNECTION WITH THE PREPARATION OF ANY FINANCIAL STATEMENTS OR
REPORTS FOR ANY PERIOD OR ANY AUDITS IN CONNECTION WITH THE FOREGOING, AND SHALL
REIMBURSE PURCHASER FROM TIME TO TIME PROMPTLY UPON
21
Information redacted pursuant to a confidential treatment request.
An
unredacted version
of this exhibit has been filed separately with the Commission.
REQUEST FOR ANY REASONABLE COSTS, FEES AND EXPENSES INCURRED BY THE PURCHASER IN
CONNECTION WITH THIS SECTION 5.07.
FOR THE AVOIDANCE OF DOUBT, (I) THE
FOREGOING SHALL NOT REQUIRE THE PURCHASER TO MAINTAIN FINANCIAL INFORMATION OR
RECORDS IN ACCORDANCE WITH GAAP OR PREPARE FINANCIAL REPORTS FOR ANY PERIOD; AND
(II) VERTEX SHALL NOT BE RESPONSIBLE FOR ANY COSTS, FEES AND EXPENSES IN
CONNECTION WITH THE PREPARATION OF ANY FINANCIAL STATEMENTS OR REPORTS THAT THE
PURCHASER PREPARES IN THE ORDINARY COURSE OF ITS BUSINESS.
(b)
Vertex agrees that the Purchaser shall have no liability (whether
direct or indirect, in contract or tort or otherwise) to any