Common use of Assumption and Exclusion of Liabilities Clause in Contracts

Assumption and Exclusion of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, BII shall assume, and agree to pay, perform and discharge when due, any and all liabilities arising from BII’s ownership, use or operation of the Acquired Assets or the exploitation of the BII Products after the Closing Date (the “Assumed Liabilities”). MABVAX shall retain, and shall solely be responsible for paying, performing and discharging when due, and BII shall not assume or have any responsibility for (a) all liabilities relating to or arising out of the Excluded Assets, (b) all accounts payable, taxes and other accrued expenses and/or obligations related to the [***] Program arising and/or related to any act, omission, fact, and/or matter prior to the Closing Date, (c) all obligations under the [***] Agreement and the Oxford Agreement, and (d) MABVAX’s obligations under this Agreement (the “Excluded Liabilities”).