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Transfers. PTG may at any time transfer some or all Non Wound Care Business and Non Wound Care Assets from PBI to PTG or to another subsidiary or affiliate of PTG. If HLTT or HWC acquires ownership of PBI, PTG shall transfer all Non Wound Care Business and Non Wound Care Assets from PBI to PTG or to another subsidiary or affiliate of PTG on or before January 31, 2025. In each of the foregoing cases, the transfer of assets shall be accompanied by any debt specifically attributable to such assets, such as purchase money debt or debt underlying secured liens. The rights and obligations of Sections 4.1 and 4.3 shall continue notwithstanding a transfer pursuant to this Section 4.2.

Transfers. PTG may at any time transfer some or all Non Wound Care Business and Non Wound Care Assets from PBI to PTG or to another subsidiary or affiliate of PTG. If HLTT or HWC acquires ownership of PBI, PTG shall transfer all Non Wound Care Business and Non Wound Care Assets from PBI to PTG or to another subsidiary or affiliate of PTG on or before January 31, 2025. In each of the foregoing cases, the transfer of assets shall be accompanied by any debt specifically attributable to such assets, such as purchase money debt or debt underlying secured liens. The rights and obligations of Sections[Sections 4.1 and 4.33]3] shall continue notwithstanding a transfer pursuant to this Section[Section 4.2.2].

Transfers.At any time prior to February 1, 2025, regardless of whether HLTT or HWC has exercised its option rights hereunder, PTG may atcause any time transfer some orand all Non Wound Care Business and Non Wound Care Assets from PBI(as defined in the Asset Purchase Agreement) to PTG or to another subsidiary or affiliate of PTG. If HLTT or HWC acquires ownership of PBI, PTG shall transfer all Non Wound Care Business and Non Wound Care Assets from PBIbe transferred to PTG or to another subsidiary or affiliate of PTG on or before January 31, 2025. In each of the foregoing cases, the transfer of assets shall be accompanied byalong with any debt specifically attributable to such assets, such as purchase money debt or debt underlying secured liens. The rights and obligations of Sections 4.1 and 4.3 shall continue notwithstanding a transfer pursuant to this Section 4.2.

Transfers.to PTG may atthan those offered by HLTT, and # PTG shall have no further obligation to negotiate with HLTT regarding, or offer HLTT the opportunity to acquire any time transfer some or allinterest in, such Non Wound Care Business and Non Wound Care Assets from PBIor Assets; provided, that the final terms of the transfer to any third party be on terms in all material respects no less favorable to PTG orthan those offered to another subsidiary or affiliate of PTG. If HLTT or HWC acquires ownership of PBI, PTG shall transfer allHLTT; provided further, that following any Third Party Transfer Period for any Non Wound Care Business and Non Wound Care Assets from PBIor Asset during which no agreement was entered into for a transfer to PTG or to another subsidiary or affiliate of PTGa third party, if such Third Party Transfer Period ends on or before January 31, 2025. In each of2025, PTG shall comply with [Section 4.3.1] (including by delivering a Transaction Notice and negotiating during the foregoing cases,Offer Period) prior to continuing or entering into new negotiations with a third party regarding the transfer of assets shall be accompanied by any debt specifically attributableNon Wound Care Business or Assets to such assets, such as purchase money debt or debt underlying secured liens. The rights and obligations of Sections 4.1 and 4.3 shall continue notwithstanding a transfer pursuant to this Section 4.2.third party.

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