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DOCUMENT TITLE:  ASSET CONTRIBUTION AGREEMENT .
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Clause Heading
2.1 - Contributed Assets.
(a) - The 4 Program Assets.
(b) - Other Program Assets.
(c) - License.
(d) - Astellas Agreement.
(e) - Other Intellectual Property.
(f) - UCOE License.
(h) - Machinery and Equipment.
(i) - Personal Property.
(k) - Personal Property Leases.
(l) - Contracts.
(m) - Governmental Approvals.
(n) - Environmental Permits.
(o) - Assigned Books and Records.
(p) - Funds to cover Accrued Vacation.
2.2 - Excluded Assets.
(e) - Excluded Contributor Contracts;
(g) - All Trademarks of Contributor;
2.3 - Shared Books and Records.
2.4 - Assumed Liabilities.
2.5 - Excluded Liabilities.
2.6 - Sales and Use Taxes.
3.1 - Issuance of Units.
3.2 - Tax-Free Contribution.
4.1 - Time and Place of Closing.
4.2 - Closing Deliveries by Contributor.
(a) - General Assignment and Bill of Sale.
(b) - Intellectual Property Assignment.
(c) - Technology License Agreement.
(e) - Space Sharing Agreements for Facility and Assignment of Personal Property Leases.
(f) - Consents; Acknowledgements.
(g) - Contributor Contracts.
(i) - Books and Records.
4.3 - Closing Deliveries by Company.
(a) - Unit Certificate.
(b) - Acknowledgements.
4.4 - Closing Deliveries by Contributor and Company.
(a) - Assignment and Assumption Agreement.
4.5 - Delivery of Contributed Assets.
4.6 - Novation Agreement.
4.7 - Employment Taxes.
ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF CONTRIBUTOR
5.1 - Incorporation by Reference.
5.3 - Transactions with Affiliates.
5.4 - Absence of Changes.
5.5 - Undisclosed Liabilities.
5.6 - Tax Matters.
5.7 - Intellectual Property.
(d) - Each Patent of Contributor Registered Intellectual Property is free and clear of any Encumbrances.
5.8 - Insurance.
5.9 - Title; All Material Assets; Condition of Assets.
5.10 - Real Property Leases.
5.11 - Employees and Consultants.
(c) - Employee and Contractor Lists.
(e) - Compliance with Legal Requirements.
(f) - Unions.
5.12 - Contributor Benefit Plans.
5.13 - Material Contracts.
5.14 - Restrictions on Business Activities.
5.15 - Compliance with Laws; Governmental Approvals.
5.16 - Proceedings and Orders.
5.17 - Litigation.
5.18 - Environmental Matters.
5.19 - Bulk Sales.
5.20 - No Other Agreement.
5.21 - Power of Attorney.
5.22 - Export Controls; Foreign Corrupt Practices Act.
5.23 - Antiboycott Laws.
ARTICLE 6 - REPRESENTATIONS AND WARRANTIES OF COMPANY
6.1 - Organization and Qualification.
6.2 - Authority.
7.1 - Governing Law.
7.2 - Assignment.
7.3 - Notices.
7.4 - Waiver.
7.5 - Waiver of Jury Trial.
7.6 - Severability.
7.7 - Entire Agreement/Modification.
7.8 - Relationship of the Parties.
7.9 - Force Majeure.
7.10 - Third Party Beneficiaries.
7.11 - Expenses.
7.12 - Further Assurances.
7.13 - Counterparts; Facsimile.
7.14 - Interpretation.
7.15 - Construction.
7.16 - Provisional Relief; Specific Performance.
7.17 - Confidentiality; Publicity.
7.18 - Indemnification; Sole Remedy; Dispute Resolution.