TFF Asset Contribution. The Contributor hereby contributes, transfers, assigns, conveys and delivers to the Company, free and clear of all liens, claims, security interests or other encumbrances, the TFF Assets, as more specifically described below: (1) The Patent License Agreement No. PM1504101, dated as of July 8, 2015, by and between the Contributor and The University of Texas at Austin (the “PLA”), it being understood that the Company will be responsible for any payments required by The University of Texas at Austin with respect to an assignment of the PLA; (2) The Master Services Agreement, dated as of August 31, 2015, by and between the Contributor and Hovione Inter Limited, a Swiss company (the “MSA”); (3) All intellectual property and intellectual property rights that are owned or controlled by the Contributor that are or were used in, necessary for the conduct of, or related to, the PLA or the MSA, together with the goodwill associated with the PLA and the MSA; (4) All sponsored research and associated reports, data, materials, books and records relating to the PLA or the MSA; (5) All books, records, files, data, customer lists, customer records, research and development reports and advertising and promotional materials that relate to the PLA and the MSA; and (6) The equipment specified on Appendix A attached hereto.
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Sources: Contribution and Subscription Agreement (TFF Pharmaceuticals, Inc.), Contribution and Subscription Agreement (TFF Pharmaceuticals, Inc.)