Contracts. None of Seller or, to Seller’s Knowledge any other party thereto, is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Contract relating to the Business or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. There are no material disputes pending or threatened under any such Contract.

Contracts. SYROS shall be responsible for selecting and contracting with the Contract Laboratories engaged to assess the clinical validity of a Clinical Trial Assay or a QIAGEN IVD, subject to QIAGEN’s prior consent which may only be withheld in case QIAGEN has reasonable quality concerns with respect to the performance of such sample testing by such Contract Laboratory.

During the Pre-Closing Period, Seller and the Company shall cause the ownership interests in SPRA and SPARC (and all Liabilities associated with SPRA and SPARC), to be distributed or otherwise transferred to Seller or Seller Stockholders, on terms and conditions that are reasonably acceptable to Buyer, and pursuant to documents on which Buyer has had an opportunity to review and comment, such that, as of the Closing, none of the Excluded Entities is a Subsidiary of the Company.

Excluded Contracts. Contracts that are not included as Assumed Contracts (the “Excluded Contracts”).

Contracts. EISAI shall assign to [[EPIZYME:Organization]], to the extent assignable and included in the transition plan to be agreed by the Parties under [clause (c) above], EISAI’s rights in any or all Third Party agreements for licenses, services or supplies used in connection with the Development, Manufacture or Commercialization of Licensed Products in the EISAI Territory, including any Third Party manufacturing agreements and clinical trial agreements (subject to [clause (e) above]), unless any such agreement covers Combination Products in which any active pharmaceutical ingredient that is not a Licensed Compound is covered by Patents Controlled by EISAI or any of its Affiliates. In any manufacturing agreement relating to the Licensed Products, EISAI shall use Commercially Reasonable Efforts to require that the agreement be assignable to [[EPIZYME:Organization]] upon termination of this Agreement. To the extent that any such agreement is not assignable by EISAI, then such agreement will not be assigned, and upon the request of [[EPIZYME:Organization]], EISAI will cooperate in good faith and use Commercially Reasonable Efforts to allow [[EPIZYME:Organization]] to obtain and to enjoy the benefits of such agreement in the form of a license or other right to the extent held by EISAI and subject to such Third Party’s rights. In addition, to the extent that any such Third Party agreement is not specific to Licensed Products, and EISAI needs to retain such agreement for its own purposes unrelated to the applicable Licensed Products, EISAI will cooperate in good faith and use Commercially Reasonable Efforts to allow [[EPIZYME:Organization]] to obtain and to enjoy the benefits of such agreement with respect to the applicable Licensed Products in the form of a sublicense, subcontract or other right, subject to such Third Party’s rights.

Contracts. In the event that any necessary consent to cause any contract that is a Purchased Asset to be assigned to Buyer prior to the date hereof shall not have been obtained prior to the Closing Date, Seller shall use commercially reasonable efforts to obtain the necessary consents following the Closing.

Contracts. [Schedule 3.13] lists all of the following written or oral agreements, contracts, leases, Licenses, purchase and sales orders and binding letters of understanding (collectively, “Contracts”) to which Seller is a party that are material to its operation of the Business or by which any Acquired Asset is bound or is subject to as of the date hereof:

Contracts. Originals, or copies should originals not be available, of all of the Accepted Service Contracts.

Excluded Contracts. Any Contracts which are not included among the Assumed Contracts (the “Excluded Contracts”); and

Contracts. Seller has not given to, or received from, any other party to a service, management, maintenance, repair, parking, construction, supply and other contracts and equipment leases relating to the ownership and operation of the Premises (the “Contracts”) any written notice of a default. There are no Contracts that will be binding on the Premises (or any portion thereof) or Purchaser after Closing.