(IV)
ALL THE RIGHTS OWNED OR CONTROLLED BY VALENTIS RELATED EXCLUSIVELY
TO THE ACQUIRED ASSETS; AND
(v)
all information, materials, files, documents, instruments, papers,
books and records (scientific or financial) of Valentis to the extent related to
the Acquired Assets.
(B)
DELIVERY OF ACQUIRED ASSETS.
VALENTIS SHALL PROMPTLY EXECUTE AND
DELIVER TO MEDAREX ANY AND ALL ASSIGNMENTS, ENDORSEMENTS AND OTHER DOCUMENTS
NECESSARY TO EFFECTUATE THE TERMS AND CONDITIONS OF THIS AGREEMENT.
ON THE
CLOSING DATE, VALENTIS SHALL MAKE AVAILABLE TO MEDAREX POSSESSION OF THE
ACQUIRED ASSETS, PROVIDED HOWEVER THAT THE EXPENSE OF RETRIEVING, REMOVING AND
TRANSFERRING THE ACQUIRED ASSETS SHALL BE BORN EXCLUSIVELY BY VALENTIS.
VALENTIS' ASSIGNMENT OF THE CONTRACTS TO MEDAREX EXPRESSLY INCLUDES ALL RIGHTS
THEREIN, INCLUDING WITHOUT LIMITATION, ANY RIGHT TO RECEIVE OR OBLIGATION TO
MAKE PAYMENT FOR PRODUCTS LICENSED AND SERVICES RENDERED AFTER THE CLOSING DATE
OF THIS AGREEMENT, AND, AFTER THE CLOSING DATE, TO RECEIVE GOODS AND SERVICES
AND TO ASSERT CLAIMS AND TO TAKE OTHER ACTIONS WITH RESPECT TO BREACHES AND
DEFAULTS THEREUNDER ("ASSIGNED CONTRACTS"), PROVIDED, THAT THIS AGREEMENT SHALL
NOT CONSTITUTE AN ASSIGNMENT OR ATTEMPTED ASSIGNMENT OR AGREEMENT TO ASSIGN AN
ASSIGNED CONTRACT IF AN ASSIGNMENT OR ATTEMPTED ASSIGNMENT OF AN ASSIGNED
CONTRACT WITHOUT THE CONSENT OF THE OTHER PARTY OR PARTIES THERETO WOULD
CONSTITUTE A BREACH OF THE ASSIGNED CONTRACT.
IF, AFTER THE CLOSING DATE, THERE
EXIST ANY UNCOMPLETED OR INEFFECTIVE ASSIGNED CONTRACTS TO MEDAREX, VALENTIS, AT
ITS SOLE COST, WILL OBTAIN, AND MEDAREX WILL COOPERATE WITH VALENTIS TO OBTAIN,
WITHIN THIRTY (30) BUSINESS DAYS AFTER THE CLOSING DATE, ANY CONSENTS REQUIRED
FOR THE ASSIGNMENT OF ANY ASSIGNED CONTRACT TO MEDAREX OR ANY NOVATIONS OF THE
ASSIGNED CONTRACT TO MAKE MEDAREX A PARTY DIRECTLY ("TIME TO OBTAIN CONSENTS").
MEDAREX SHALL PROMPTLY PROVIDE NOTICE TO VALENTIS OF ANY AND ALL CONSENTS,
NOVATIONS OR ASSIGNMENTS THAT IT HAS NOT RECEIVED DURING THE TIME TO OBTAIN
CONSENTS AND VALENTIS SHALL PROMPTLY COOPERATE WITH MEDAREX TO OBTAIN ANY AND
ALL CONSENTS, NOVATIONS OR ASSIGNMENTS NOT RECEIVED.
IF SUCH CONSENT OR
NOVATION IS NOT OBTAINED WITHIN THE TIME TO OBTAIN CONSENTS OR IF AN ATTEMPTED
ASSIGNMENT WOULD BE INEFFECTIVE OR IMPAIR MEDAREX'S RIGHTS UNDER THE APPLICABLE
ASSIGNED CONTRACT, THE PARTIES MAY, IN MEDAREX'S SOLE OPTION (I) COOPERATE TO
INSURE THAT THE BENEFITS OF THE ASSIGNED CONTRACT WILL INURE TO MEDAREX
(INCLUDING THE REMITTANCE BY VALENTIS TO MEDAREX OF ANY REVENUES PAID TO
VALENTIS WHICH WOULD BE MEDAREX'S REVENUE IF THE ASSIGNED CONTRACTS HAVE BEEN
ASSIGNED); AND (2) COOPERATE TO INSURE THAT VALENTIS PERFORMS AND DISCHARGES ALL
OF MEDAREX'S OBLIGATIONS UNDER THE ASSIGNED CONTRACTS AS A SUBCONTRACTOR OR
OTHERWISE ("WORKAROUND DUE TO INEFFECTIVE ASSIGNMENT").
IF MEDAREX DECIDES TO
OPT AGAINST PURSUING THE WORKAROUND DUE TO INEFFECTIVE ASSIGNMENT AND MEDAREX
HAS PROVIDED TIMELY NOTICE TO VALENTIS OF ANY AND ALL CONSENTS OR ASSIGNMENTS
NOT RECEIVED BY MEDAREX DURING THE TIME TO OBTAIN CONSENTS, THEN THIS AGREEMENT
SHALL AUTOMATICALLY BECOME NULL AND VOID,
VALENTIS SHALL IMMEDIATELY RETURN TO
MEDAREX THE PURCHASE PRICE IN FULL, AND EACH PARTY SHALL BE RELIEVED OF