Common use of Supplemental Closing Clause in Contracts

Supplemental Closing. Subject to the terms and conditions of this Agreement, a closing of the transfer of the Supplemental Intellectual Property to Maverick (the “Supplemental Closing”) shall be held at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ on the Series B Closing Date, contemporaneously with the Series B Closing, or such different location or later date as the Parties agree upon in writing. At the Supplemental Closing: (i) Harpoon shall convey, assign and transfer to Maverick, free and clear of all Liens, and Maverick will acquire and accept from Harpoon, all right, title and interest in and to the Supplemental Intellectual Property. (ii) Maverick shall assume and agree to satisfy and discharge when due all Liabilities of Harpoon relating to any Supplemental Intellectual Property arising after the Supplemental Closing, other than Liabilities arising from Harpoon exercising its rights under Section 2.2(b) (the “Supplemental Liabilities”). (iii) At or prior to the Supplemental Closing, Harpoon shall deliver or cause to be delivered to Maverick: (A) an original ▇▇▇▇ of sale with respect to the Supplemental Intellectual Property, substantially in the form of Exhibit 1.8, duly executed by Harpoon; (B) an original assignment and assumption agreement with respect to the Supplemental Intellectual Property, substantially in the form of Exhibit 1.5, duly executed by Harpoon; (C) an original Sublease, duly executed by Harpoon; and (D) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Maverick in order to make effective the transactions contemplated in this Section 2.10(g), each in form and substance satisfactory to Maverick and its legal counsel and duly executed by Harpoon, as applicable. [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (iv) At or prior to the Supplemental Closing, Maverick shall deliver or cause to be delivered to Harpoon: (A) an original assignment and assumption agreement with respect to the Supplemental Intellectual Property, substantially in the form of Exhibit 1.5, duly executed by Maverick; and (B) an original Sublease, duly executed by Maverick. From and after the Supplemental Closing, (x) the “Transferred Assets” and the “Transferred Intellectual Property” shall be deemed to include the Supplemental Intellectual Property, (y) the “Assumed Liabilities” shall be deemed to include the Supplemental Liabilities and (z) the Transaction Documents shall be deemed to include the ▇▇▇▇ of sale and assignment and assumption agreement delivered at the Supplemental Closing (and any other conveyance agreement delivered pursuant to 2.10(g)(iii)(D), if applicable), in each case for all purposes arising under this Agreement after the Supplemental Closing.