Common use of Scotland Clause in Contracts

Scotland. (i) Parent will cause the relevant Company Entities to (A) assign and transfer to Parent or any of its Affiliates (other than the Company Entities), for nominal consideration, all of such Company Entities’ right, title and interest in and to the real property and appurtenances, and all improvements and personal property at the facility located at 5 ▇▇▇▇▇▇ ▇▇▇▇ South, East Kilbride, Scotland, including, without limitation, all plant and equipment, except for the assets set forth on Schedule 9.1(b)(i)(A), (B) assign and transfer to Force, for nominal consideration, the lease between Scottish Enterprise and Company Europe for the premises at U▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Riverside Business Park, Irvine, Scotland, and all right, title and interest in and to any assets located at such facility, (C) enter into a lease of office space in Rutherglen, Glasgow pursuant to a lease agreement having the terms and provisions set forth on Schedule 9.1(b)(i)(C), and (D) assign, for nominal consideration, to Parent or an Affiliate of Parent (other than the Company Entities), any and all right, title and interest in and to any and all leases and subleases entered into by any Company Entity with respect to premises located at G▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, in the building known as and forming 14 and 1▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇. (ii) In addition, Parent will enter into a manufacturing service agreement with the Company, having the principal terms set forth on Schedule 9.1(b)(ii), whereby Parent will agree to provide, or cause its Affiliates (other than the Company Entities) to provide, certain manufacturing services to Company Europe, at Parent’s Dunfermline, Scotland facility. (iii) The individuals set forth on Schedule 9.1(b)(iii) are employees of the Company Entities as of the date hereof.