Common use of Contribution and Transfer and Assignment Clause in Contracts

Contribution and Transfer and Assignment. 3.1.1 Subject to the terms and conditions set out in this Agreement (including in particular the conditions precedent set out in Clause 4.1), Genetrix: (i) unconditionally and irrevocably undertakes to subscribe to the Capital Increase on the Closing Date by contributing into TiGenix (a) all of the Contributed Shares, and (b) the Contributed Genetrix Receivables (the “Contribution”); and (ii) hereby transfers and assigns to TiGenix with effect as of the Closing Date, the Transferred Genetrix Receivables (the “Transfer and Assignment”). 3.1.2 The Contributed Shares shall be contributed together with all rights attaching thereto, including the right to the full amount of all dividends which might be allocated to the Contributed Shares in respect of the financial year ending 31 December 2014 and the current financial year (which started on 1 January 2015). 3.1.3 The Contribution and the Transfer and Assignment contemplated by this Agreement are indivisible and shall be valid only if they apply to all of the Contributed Shares, Contributed Genetrix Receivables and Transferred Genetrix Receivables. No partial enforcement of this Agreement shall be allowed.