Common use of Remittance to Joint Escrow Account Clause in Contracts

Remittance to Joint Escrow Account. (a) Not later than thirty (30) Business Days following the Closing Date, Seller and Purchaser shall establish the Joint Escrow Account and Seller and Purchaser, each acting reasonably, shall execute and deliver all documents, certificates and agreements as are reasonably required to establish the Joint Escrow Account. (b) The Joint Escrow Account shall be maintained by Seller and Purchaser throughout the term of this Agreement. (c) Seller Parent and/or its Affiliates shall instruct and use commercially reasonable efforts to cause the payor of any Royalties and Milestones (including Incyte and Merck) to pay such Royalties and Milestones directly into the Joint Escrow Account, and in furtherance thereof, promptly following the establishment of the Joint Escrow Account, Seller Parent shall send an irrevocable letter executed by a duly authorized officer of Seller Parent to each of Incyte and Merck in the form attached hereto as Exhibit F to Incyte (the “Incyte Direction Letter”) and in the form attached hereto as Exhibit G to Merck (the “Merck Direction Letter”), with instructions to pay all such Royalties and Milestones payable under the Incyte Agreement or the Merck Agreement, as applicable, to the Joint Escrow Account. Without in any way limiting the foregoing, commencing on the Closing Date and at any time thereafter, any and all Purchased Royalty Interests received by Seller Parent or any of its Affiliates shall be held in trust for the benefit of Purchaser and transferred to the Joint Escrow Account within five (5) Business Days of Seller Parent’s or its Affiliate’s knowledge of its receipt thereof. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Remittance to Joint Escrow Account. (a) Not later than thirty sixty (3060) Business Days following the Closing Effective Date, Seller and Purchaser shall establish the a Joint Escrow Account Account, and Seller and Purchaser, each acting reasonably, shall execute and deliver all documents, certificates and agreements as are reasonably required to establish the Joint Escrow Account.. [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed (b) The Joint Escrow Account shall be maintained by Seller and Purchaser throughout the term of this Agreement. (c) Seller Parent and/or its Affiliates shall instruct and use commercially reasonable efforts Commercially Reasonable Efforts to cause the payor of any Royalties Bayer Royalty Payments and Milestones (including Incyte and Merck) Bayer Non-Royalty Payments to pay such Royalties Bayer Royalty Payments and Milestones Bayer Non-Royalty Payments directly into the Joint Escrow Account, and in furtherance thereof, promptly following the establishment of the Joint Escrow Account, Seller Parent shall send an irrevocable letter executed by a duly authorized officer of Seller Parent to each of Incyte and Merck in the form attached hereto as Exhibit F to Incyte (the “Incyte Direction Letter”) and in the form attached hereto as Exhibit G to Merck (the “Merck Direction Letter”), with instructions to pay all such Royalties and Milestones payable under the Incyte Agreement or the Merck Agreement, as applicable, to the Joint Escrow Account. Without in any way limiting the foregoing, commencing on the Closing Date and at any time thereafter, any and all Bayer Purchased Royalty Interests Payments received by Seller Parent or any of its Affiliates shall be held in trust for the benefit of Purchaser and transferred to the Joint Escrow Account within five (5) Business Days of Seller ParentSeller’s or its Affiliate’s knowledge of its receipt thereof. [*] = Certain confidential information contained The Joint Escrow Account will be structured in this documentsuch a manner that all Bayer Royalty Payments and Non-Royalty Payments will be deposited into the Joint Escrow Account and then the Purchaser’s Bayer Purchased Payments shall be transferred to a deposit account designated by Purchaser and any remaining amounts shall be transferred to a deposit account designated by Seller for further distribution to the Third Parties under the Applicable Agreements. For the avoidance of doubt, marked all Non-Bayer Royalty Payments and Non-Bayer Non-Royalty Payments shall be paid directly to a deposit account designated by brackets, has been omitted Purchaser and filed separately with not into the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedJoint Escrow Account.