Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Biogen shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliates: (a) any Liability attributable to any asset, property or right that is not included in the Purchased Assets; (b) any Liability attributable to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Date; (c) all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreement.

Excluded Liabilities. Biogen shall retain, Seller acknowledges that the sole liabilities and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than obligations being assumed by Buyer are the Assumed Liabilities Obligations and Seller shall retain all other liabilities and obligations, including (collectively, the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliates:): (a) any Liability attributable liabilities or obligations of Seller to the extent related to any asset, property or right that is not included in the Purchased Excluded Assets; (b) any Liability attributable to the research, development liabilities or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Dateobligations of Seller in respect of Indebtedness; (c) all Liabilities arising any liabilities or obligations in respect of Taxes of Seller or any Tax Affiliate of Seller, or any liability of Seller for unpaid Taxes of any Person under the Assigned Contracts prior Treasury Regulation section 1.1502-6 (or similar provision of state, local, or foreign law) as a transferee or successor, by contract or otherwise, except for Taxes for which Buyer is expressly liable pursuant to the Effective Date to the extent that such Liabilities are not attributable to Section 3.4 or Section 7.8; (d) any failure by Kiniksa obligations of Seller or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets for wages, vacation pay, other paid time off, employment Taxes, bonuses, other incentive compensation, commissions, expense reimbursement, or that otherwise arise with respect retention or severance pay to the use of extent attributable to the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen Time or any of its Affiliates that are or which may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, Closing; (e) except as otherwise expressly provided in Section 5.8.37.10, all Taxes any liabilities under or relating to any Benefit Plan at any time maintained, contributed to or required to be withheld contributed to by Seller or deducted by applicable Law any of its Affiliates, or under which Seller or any Affiliate has or may incur liability, or any contributions, benefits or liabilities therefor, or any liability with respect to Seller’s or any of Seller’s Affiliates withdrawal or partial withdrawal from or termination of any Benefit Plan; (f) except for the Recoverable Liabilities, any liabilities or obligations arising from any Claim (including any workers compensation claim) involving the Purchased Assets or the Business filed or arising from an Actionable Incident occurring prior to the Effective Time, including any such Claims or Actionable Incidents disclosed in the Seller Disclosure Schedules; and (g) any liabilities or obligations of Seller arising under or in connection with this Agreement, any certificate or other document delivered in connection in herewith, and any of the transactions contemplated by this Agreementhereby and thereby.

Excluded Liabilities. Biogen shall retain, Seller acknowledges that the sole liabilities and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than obligations being assumed by Buyer are the Assumed Liabilities Obligations and Seller shall retain all other liabilities and obligations, including (collectively, the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliates:): (a) any Liability attributable liabilities or obligations of Seller to the extent related to any asset, property or right that is not included in the Purchased Excluded Assets; (b) any Liability attributable to the research, development liabilities or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Dateobligations of Seller in respect of Indebtedness; (c) all Liabilities arising any liabilities or obligations in respect of Taxes of Seller or any Tax Affiliate of Seller, or any liability of Seller for unpaid Taxes of any Person under the Assigned Contracts prior Treasury Regulation section 1.1502-6 (or similar provision of state, local, or foreign law) as a transferee or successor, by contract or otherwise, except for Taxes for which Buyer is expressly liable pursuant to the Effective Date to the extent that such Liabilities are not attributable to Section 3.4 or Section 7.8; (d) any failure by Kiniksa obligations of Seller or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets for wages, vacation pay, other paid time off, employment Taxes, bonuses, other incentive compensation, commissions, expense reimbursement, or that otherwise arise with respect retention or severance pay to the use of extent attributable to the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen Time or any of its Affiliates that are or which may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, Closing; (e) except as otherwise expressly provided in Section 5.8.37.10, all Taxes any liabilities under or relating to any Benefit Plan at any time maintained, contributed to or required to be withheld contributed to by Seller or deducted by applicable Law any of its Affiliates, or under which Seller or any Affiliate has or may incur liability, or any contributions, benefits or liabilities therefor, or any liability with respect to Seller’s or any of Seller’s Affiliate’s withdrawal or partial withdrawal from or termination of any Benefit Plan; (f) except for the Recoverable Liabilities, any liabilities or obligations arising from any Claim (including any workers’ compensation claim) involving the Purchased Assets or the Business filed or arising from an Actionable Incident occurring prior to the Effective Time, including any such Claims or Actionable Incidents disclosed in the Seller Disclosure Schedules; and (g) any liabilities or obligations of Seller arising under or in connection with this Agreement, any certificate or other document delivered in connection herewith, and any of the transactions contemplated by this Agreementhereby and thereby.

Excluded Liabilities. Biogen Notwithstanding any provision in this Agreement to the contrary, Buyer shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting , and, notwithstanding anything to the foregoingcontrary in Section 2.03, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any none of the following shall be Assumed Liabilities for the purposes of Biogen and its Affiliatesthis Agreement: (a) any Liability attributable liability or obligation under or with respect to any assetAssumed Contract, property Permit, Governmental Order, or right that is not included in Real Property Lease required by the Purchased Assetsterms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any Liability attributable liability or obligation for which the Seller or any of its Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Dateextent of such benefit received; (c) all Liabilities the liability related to the Indebtedness of the Seller or any of its Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising under out of any of the Assigned Contracts Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Station, including the owning or holding of the Station Assets, prior to the Effective Date Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent that such Liabilities are not attributable arising from or related to any failure by Kiniksa or any of its Affiliates the period prior to comply with the terms thereof after the Effective DateTime; and (dk) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use any liability of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen Seller under this Agreement or any of its Affiliates that are or may become payable with respect to all taxable periodsdocument executed in connection therewith, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this AgreementAncillary Agreements.

Excluded Liabilities. Biogen Notwithstanding any provision in this Agreement to the contrary, Buyer shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of the Seller, the LIN Companies or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller, the LIN Companies or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting , and, notwithstanding anything to the foregoingcontrary in Section 2.03, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any none of the following shall be Assumed Liabilities for the purposes of Biogen and its Affiliatesthis Agreement: (a) any Liability attributable liability or obligation under or with respect to any assetAssumed Contract, property Permit, Governmental Order, or right that is not included in Real Property Lease required by the Purchased Assetsterms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any Liability attributable liability or obligation for which the LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Dateextent of such benefit received; (c) all Liabilities the liability related to the Indebtedness of the Seller, the LIN Companies, or any of their respective Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising under out of any of the Assigned Contracts Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of its Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Stations, including the owning or holding of the Station Assets, prior to the Effective Date Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent that such Liabilities are not attributable arising from or related to any failure by Kiniksa or any of its Affiliates the period prior to comply with the terms thereof after the Effective DateTime; and (dk) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use any liability of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen Seller under this Agreement or any of its Affiliates that are or may become payable with respect to all taxable periodsdocument executed in connection therewith, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this AgreementAncillary Agreements.

Excluded Liabilities. Biogen Except for the Assumed Liabilities, neither Buyer, nor its Affiliates, shall retainassume and under no circumstances shall Buyer or its Affiliates be obligated to pay or assume, and none of the assets of Buyer or its Affiliates shall be responsible or become liable for payingor subject to any liability, performing and discharging when dueindebtedness, and Kiniksa shall not assume commitment, or have any responsibility for payingobligation of the Seller Entities, performing whether known or dischargingunknown, any Liabilities of Biogen and its Affiliates other than the Assumed Liabilities fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”). Without limiting , including, without limitation, the foregoing, neither Kiniksa nor its Affiliates following Excluded Liabilities (all of which shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any remain the liabilities of the following Liabilities of Biogen Seller Entities and its their respective Affiliates:): (a) any Liability attributable to any assetdebt, property obligation, expense or right liability that is not included in the Purchased Assetsan Assumed Liability (including, but not limited to, accounts payable, accrued salaries, and accrued liabilities); (b) any Liability attributable to liability arising out of or in connection with the research, development Assets and/or ownership or other activity conducted by Biogen or any Affiliate related to operation of the Acquired Antibody on or Facilities prior to the Effective DateTime, including without limitation, claims or potential claims for medical malpractice or general liability relating to acts or omissions asserted to have occurred prior to the Effective Time; (c) all Liabilities those claims and obligations (if any) specified in Schedule 1.4 hereto; (d) any liabilities or obligations associated with or arising under out of any of the Assigned Contracts Excluded Assets; (e) liabilities and obligations of the Seller Entities in respect of periods prior to the Effective Date Time arising under the terms of the Medicare, Medicaid, CHAMPUS/TRICARE, Blue Cross, or other third party payor programs, including, without limitation, in respect of any cost report, any audit under the Medicare RAC program or any noncompliance with applicable law or contractual obligations related to the billing or collection of services, and any liability arising pursuant to the Medicare, Medicaid, CHAMPUS/TRICARE, Blue Cross, or any other third party payor programs as a result of the consummation of any of the transactions contemplated under this Agreement; (f) (i) federal, state or local Tax liabilities or obligations of the Seller Entities (including any Taxes allocated to the Seller Entities in accordance with Section 1.7) or resulting from the consummation of the transactions contemplated herein including, without limitation, any income tax, any franchise tax, any tax recapture, any sales and/or use tax, and any FICA, FUTA, workers’ compensation, and any and all other taxes or amounts due and payable as a result of the exercise by the employees at the Facilities of such employees’ right to vacation, sick leave, and holiday benefits accrued while in the employ of the Seller Entities (provided, however, that this clause (f) shall not apply to any and all taxes payable with respect to any employee benefits constituting Assumed Liabilities under Section 1.3(c) hereof), (ii) to the extent that such Liabilities are not attributable to duplicative of clause (i), any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of Assets or the Purchased Assets, in each case, Assumed Liabilities for any taxable tax period (or portion thereof) ending on or before the Closing Date, and (iii) any Taxes imposed on or with respect to the Excluded Assets or the Excluded Liabilities; (g) liability for any and all claims by or on behalf of the Seller Entities’ employees, independent contractors, directors or other persons relating to periods prior to the Effective Date; Time including, without limitation, liability for any compensation-related payments, pension, profit sharing, deferred compensation, equity or equity-related compensation, incentive compensation, fringe benefit, tuition reimbursement, severance, termination pay, change in control or retention payments, bonuses, insurance or any other employee benefit plan of whatever kind or nature or any employee health and welfare benefit plans, liability for any EEOC claim, ADA claim, FMLA claim, wage and hour claim, unemployment compensation claim, or workers’ compensation claim, and any liabilities or obligations to former employees of the Seller Entities under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, (provided, however, that this clause (g) shall not apply to any and all Taxes of Biogen employee benefits constituting Assumed Liabilities under Section 1.3(c) hereof); (h) any obligation or liability accruing, arising out of, or relating to any federal, state or local investigations of, or claims or actions against, the Seller Entities or any of its their Affiliates that are or may become payable any of their directors, officers, employees, medical staff, agents, vendors or representatives with respect to all taxable periodsacts or omissions prior to the Effective Time, including but not limited to any Liability for post-Closing defense of such Taxes that arise obligation or liability; (i) any civil or criminal obligation or liability accruing, arising out of, or relating to any acts or omissions of the Seller Entities, their Affiliates or, to the extent related to their services to the Seller Entities, their directors, officers, employees, medical staff, agents, vendors or representatives, claimed to violate any constitutional provision, statute, ordinance or other law, rule, regulation or order of any governmental entity; (j) liabilities or obligations arising out of any breach by the Seller Entities prior to the Effective Time of any Assumed Contract; (k) liabilities or obligations arising as a result of any breach by the transactions contemplated Seller Entities at any time of any Excluded Contract; (l) any debt, obligation, expense, or liability of the Seller Entities arising out of or incurred solely as a result of any transaction of the Seller Entities occurring after the Effective Time; (m) any liability of the Seller Entities relating to violation of federal or state laws regulating fraud, including but not limited to the federal Anti-Kickback Law (42 U.S.C. § 1320(a)-7(b) et seq.) (the “Anti-Kickback Law”), the Ethics in Patient Referrals Act (42 U.S.C. § 1395mm et seq.) (the “▇▇▇▇▇ Law”), and the False Claims Act (31 U.S.C. § 3729 et seq.) (the “False Claims Act”); (n) all monetary remedies due and owing by this Agreement but excluding any Transfer Taxes described virtue of the settlement of NLRB Case No. 10-CA-150997 and the Compliance Specification issued in Section 5.8.2connection therewith; and (o) all liabilities and obligations relating to any oral agreements, except oral contracts or oral understandings with any referral sources including, but not limited to, physicians, unless reduced to writing, identified on Schedule 1.1(h) hereto, and expressly assumed as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with part of the transactions contemplated by this AgreementAssumed Contracts.

Excluded Liabilities. Biogen Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be liable for any of the following obligations or liabilities of Seller and its Subsidiaries (collectively, the "Excluded Liabilities"), and Seller and its Subsidiaries shall retain, and shall continue to be responsible for paying, performing and discharging when dueafter the Closing Date for, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen forever indemnify and defend Purchaser and its Affiliates other than and hold them harmless from and against all of the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliates: (a) any Liability attributable to any asset, property or right that is not included and all inter- and intra-company payables (except for such payables set forth in Section 1.1(f) of the Purchased AssetsSeller Disclosure Letter); (b) the 100 Oaks Liability; (c) any Liability attributable to the research, development or other activity conducted by Biogen and all Liabilities for (x) Taxes of Seller or any Affiliate related thereof or (y) Taxes that are imposed by any taxing authority with respect to the Acquired Antibody taxable periods ending on or prior to the Effective DateClosing Date that result from, arise out of or relate to the Portfolio, in all cases except as otherwise provided in Section 1.9 (in respect of certain prorated items for the calendar year in which the Closing occurs as provided therein) and Section 4.7 (Transfer and Gains Taxes); (cd) subject to Sections 3.1(d) and 4.12, any and all Employee Liabilities; (e) any and all obligations or other Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable resulting from, arising out of, or relating to the Tax Protection Agreement (as defined in the Merger Agreement) and any failure by Kiniksa obligation of Seller or any of its Affiliates to comply indemnify any Person for Taxes; (f) any and all obligations and other Liabilities arising out of or in connection with any negligent action or negligent omission that results in a breach of any of Seller's covenants or agreements set forth in either (i) clause (1) of Section 3.1(a) or (ii) Section 3.1(b) (except during the terms thereof after time when Purchaser is managing, pursuant to Section 3.1(d), the Effective Daterelevant Portfolio Property and such action or omission was among the responsibilities of Purchaser pursuant to the Management Agreement); (g) any and all obligations and other Liabilities arising out of or in connection with Seller's violation of Section 3.1(a) or Section 3.1(b) to the extent that such violation results from Seller's or any of its Subsidiaries' (x) failure to pay Taxes, debts or other obligations when due, (y) incurrence of new indebtedness with respect to any Portfolio Property or (z) sales or other dispositions or transfers of any Portfolio Property; (h) all items of income and expense that are assumed by Seller pursuant to Section 1.9; and (di) all Taxes imposed on the Purchased Assets any other Liabilities that do not result from, arise out of or that otherwise arise with respect relate to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, Portfolio except as otherwise specifically provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreementherein.

Excluded Liabilities. Biogen shall retainWith respect to each Contributed Entity, from and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than after the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliatesapplicable Closing: (a) Subject to the terms and conditions set forth in this Section 3.2, the EL Entities, jointly and severally, hereby agree to indemnify, defend and hold harmless the LATA Parties from and against any Liability attributable and all direct costs, liabilities, damages and expenses (including reasonable attorneys’ fees and expenses but excluding consequential, punitive and indirect damages) arising out of or resulting from any liabilities (other than Disclosed Liabilities) of such Contributed Entity or any of its Subsidiaries, whether direct or indirect, known or unknown, absolute or contingent, arising prior to the applicable Closing, solely to the extent pertaining to the assets or activities, if any, of any of such Contributed Entity and its Subsidiaries, that are not directly or indirectly related to the Property or to any asset, property or right that is not included in the Purchased Assets;other Contributed Property. (b) The EL Entities shall have no liability in respect of any Liability attributable amounts indemnifiable under this Section 3.2 unless and until the aggregate of all such amounts with respect to such Contributed Entity collectively exceeds $25,000, whereupon the research, development or other activity conducted by Biogen or EL Entities shall be liable for the full amount thereof including the $25,000. In no event shall the EL Entities be liable pursuant to this Section 3.2 for any Affiliate related amounts with respect to the Acquired Antibody on or prior to the Effective Date;such Contributed Entity in excess of Three Million Dollars ($3,000,000). (c) all Liabilities arising under This Section 3.2 shall survive the Assigned Contracts prior applicable Closing with respect to such Contributed Entity until the Effective Date to expiration of the extent that first anniversary of such Liabilities are not attributable Closing and, with respect to any failure written claim delivered to either of the EL Entities within such one year period, until final non-appealable adjudication or settlement thereof, provided litigation is, or adjudication proceedings are, instituted within six (6) months following the receipt of such written claim by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; andeither EL Entity. (d) all Taxes imposed on the Purchased Assets or that otherwise arise This Section 3.2 shall not apply to any indemnification with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreementunder Article 8.

Excluded Liabilities. Biogen shall retainNeither Parent nor Purchaser Sub is assuming or agreeing to pay, and shall be responsible for payingperform or otherwise discharge any other Liability, performing and discharging when duewhether absolute or contingent, and Kiniksa shall not assume ▇▇▇▇▇▇ or have any responsibility for payinginchoate, performing liquidated or dischargingunliquidated, any Liabilities of Biogen and its Affiliates or otherwise, other than solely with respect to Purchaser Sub, the Assumed Liabilities (and all such other Liabilities of the Company and its Affiliates, including the following, shall be referred to as “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates and all Excluded Liabilities shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of retained by the following Liabilities of Biogen and its AffiliatesCompany or the other Persons liable for such obligations: (a) any Liability attributable Liabilities in respect of Taxes for which the Company or any of its Affiliates is liable pursuant to Section 2.2(d), Section 2.6(d) or Section 6.4, any assetLiabilities of the Company or its Affiliates for Taxes, property and any Liabilities in respect of payments required to be made after the Closing Date under any Tax sharing, Tax indemnity, Tax allocation or right that is similar contracts to which the Company, its Affiliates or any of the Purchased Assets was obligated, or was a party, on or prior to Closing; (b) any Company Expenses other than payments made in respect of the Retention Program in an amount not included to exceed $25 million; (c) any indebtedness of the Company or its Affiliates; (d) any Liabilities in respect of any Excluded Assets and any Liabilities to the extent not relating to the Purchased Assets; (be) any Liability attributable all Liabilities pursuant to the researchWARN Act arising prior to the Closing Date and all Liabilities (other than the Assumed Employee Liabilities) relating to or arising out of any compensation, development employee benefits, accrued vacation or paid time off, deferred compensation, pension or retirement plans, the CBAs or other activity conducted programs, policies, procedures or other arrangements of any type or description, including for this purpose any benefits provided or available to current or former employees, dependents of employees or former employees, independent contractors or any other person, which are maintained or contributed to (or formerly maintained or contributed to) by Biogen the Company or any Affiliate related or former Affiliate of the Company, or to which the Company or its Affiliates or former Affiliates has or formerly had any obligation to contribute or provide benefits, however maintained, funded or sponsored, whether or not legally binding or subject to ERISA, whether providing individual or a group coverage, and whether written or unwritten, funded or unfunded, insured or self-insured; (f) except for the Assumed Employee Liabilities, any Liabilities relating to (i) any Transferred Employee to the Acquired Antibody extent arising on or prior to the Effective Closing (or the applicable Subsequent Closing, Distribution Center Closing or Inactive Employee Transfer Date; ), (cii) all Liabilities arising under current or former employees of the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa Company or any of its Affiliates who are not Transferred Employees or (iii) the incurrence or triggering of any withdrawal liability under ERISA by the Company or any of its ERISA Affiliates (including any contingent or secondary withdrawal liability) to any Multiemployer Plan (A) at or prior to the Closing, other than any such liability caused by the failure of Purchaser’s Sub to comply with its obligations under Section 6.15 and (B) following the terms thereof Closing, solely to the extent caused by the failure of the Company or its Affiliates to comply with their obligations under Section 6.15; (g) any (i) Liabilities arising out of the ownership or operation of the Purchased Assets prior to the Closing (or the applicable Subsequent Closing or Distribution Center Closing) or any Proceeding related to or arising out of any occurrence or event happening prior to the Closing (or the applicable Subsequent Closing or Distribution Center Closing), in each case other than to the extent included in the Assumed Pre-Closing Liabilities, (ii) Liabilities arising under any Environmental Law or regarding any Hazardous Materials to the extent arising from, related to, or resulting from the ownership or operation of the Purchased Assets other than to the extent (A) included in the Assumed Pre-Closing Liabilities or (B) arising from events or conditions first occurring or existing after the Effective DateClosing (or the applicable Subsequent Closing or Distribution Center Closing), (iii) 1199SEIU Liabilities other than to the extent included in the Assumed Pre-Closing Liabilities or (iv) other than payments made in respect of the Retention Program in an amount not to exceed $25 million, Liabilities arising from the conduct, whether before, at or after the Closing, of the business of the Company other than the operation of the Acquired Stores, Distribution Centers and the Purchased Assets; (h) any Liabilities related to the Company’s Wellness+ and Plenti programs other than as set forth in Section 1.3(b) above; (i) any Liabilities of the Company for intercompany loans or payables to any Affiliates of the Company (including any payables and other liabilities or obligations of the Company or its Affiliates with respect to the Acquired Stores owed to any other business unit of the Company or any of the Company’s Affiliates); and (dj) all Taxes imposed any Liabilities of the Company reserved for, or required by GAAP to be reserved for, on the Purchased Assets or that otherwise arise with respect balance sheet of the Company as of the Closing, except to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described extent specifically set forth in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by 1.3 of this Agreement.

Excluded Liabilities. Biogen shall retainNotwithstanding anything to the contrary contained herein or any other agreement or instrument to the contrary, and shall be responsible for paying, performing and discharging when due, and Kiniksa Purchaser shall not assume assume, agree to pay, satisfy, or have discharge or in any responsibility for paying, performing way be liable or dischargingresponsible for, any Liabilities liabilities, commitments, or obligations of Biogen and its Affiliates Seller Parties or any other than Person except for the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, neither Kiniksa nor its Affiliates Purchaser shall be obligated to not assume, and neither of them does assumeSeller, Owner, or any other Person, as the case may be, shall remain solely and each of them hereby disclaims responsibility for, any of exclusively liable and responsible for the following Liabilities of Biogen and its Affiliateswhich all constitute Excluded Liabilities: (a) any Liability attributable liabilities or obligations (whether absolute, contingent, or otherwise), including, without limitation, any such liabilities or obligations arising under the Business Contracts, any Environmental and Safety Requirements, or any PPP Loan, that accrue or result from any conditions, events or activities occurring or existing before the Closing Date with respect to any asset, property the Assets or right that is not included in otherwise relating to the Purchased AssetsPractice or the operation thereof; (b) any Liability attributable liability or obligation of Seller Parties for any Taxes of any kind accrued for, applicable to the researchor arising from any period whether before, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior after the Closing Date, including, without limitation, those Taxes to the Effective Datebe paid by Seller Parties as set forth and provided for in Section 7.4 below; (c) all Liabilities any liabilities or obligations that accrue with respect to the Excluded Assets (including any Excluded Contracts), whether before, on or after the Closing Date; (d) any litigation to which any Seller Party is a party, including, without limitation, the litigation described on Schedule 5.5, including any judgments or other amounts due related thereto; (e) any liabilities or obligations that accrue with respect to the operation of the Practice by any Seller Party or the ownership, operation or use of the Assets by any Seller Party prior to the Closing Date, except as expressly assumed herein; (f) any liability or obligation in respect of any Benefit Arrangement or any other liability or obligations with respect to Employees and the Practice; (g) any liabilities and obligations of Seller arising under Section 4980B of the Code or similar state law (“COBRA”); (h) any Employee Payables; (i) any liabilities or obligations of Seller arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective DateLease; and (dj) all Taxes imposed on the Purchased Assets any liability pursuant to any bulk sales or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreementsimilar laws.

Excluded Liabilities. Biogen Notwithstanding any provision in this Agreement to the contrary, Buyer shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of ▇▇▇▇▇▇▇, WTGS TV, the Seller or any of their Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of ▇▇▇▇▇▇▇, WTGS TV, the Seller or its Affiliates pursuant to the terms of this Agreement or the Option Exercise Agreement, as applicable (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting , and, notwithstanding anything to the foregoingcontrary in Section 2.03, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any none of the following shall be Assumed Liabilities for the purposes of Biogen and its Affiliatesthis Agreement: (a) any Liability attributable liability or obligation under or with respect to any assetAssumed Contract, property Permit, Governmental Order, or right that is not included in Real Property Lease required by the Purchased Assetsterms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any Liability attributable liability or obligation for which the ▇▇▇▇▇▇▇, WTGS TV, LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Dateextent of such benefit received; (c) all Liabilities the liability related to the Indebtedness of the ▇▇▇▇▇▇▇, WTGS TV, LIN Companies, Seller or any of their Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising under out of any of the Assigned Contracts Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of their Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Station, including the owning or holding of the Station Assets, prior to the Effective Date Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent that such Liabilities are not attributable arising from or related to any failure by Kiniksa or any of its Affiliates the period prior to comply with the terms thereof after the Effective DateTime; and (dk) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use any liability of the Purchased Assets▇▇▇▇▇▇▇, in each caseWTGS TV, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen LIN Companies, Seller under this Agreement or any of its Affiliates that are or may become payable with respect to all taxable periodsdocument executed in connection therewith, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this AgreementAncillary Agreements.

Excluded Liabilities. Biogen Notwithstanding anything to the contrary in this Section 2.01, it is understood and agreed that the Company shall retainnot, and shall be responsible for payingpursuant to this Agreement, performing and discharging when due, and Kiniksa shall not assume or have be liable for any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting , including the foregoing, neither Kiniksa nor its Affiliates shall be obligated following: (i) any liabilities and obligations with respect to assume, and neither any claims expressly retained by the Initial Member pursuant to Section 2.05; (ii) any liabilities or obligations of them does assume, and each of them hereby disclaims responsibility for, the Initial Member arising under this Agreement or any of the following Liabilities of Biogen and its Affiliates: (a) any Liability attributable to any asset, property or right that is not included in the Purchased AssetsAncillary Documents; (biii) any Liability attributable to legal and accounting fees and expenses incurred by the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Date; (c) all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply Initial Member in connection with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result consummation of the transactions contemplated by this Agreement but excluding Agreement, except as provided in the Master Purchase Agreement; (iv) any Transfer Taxes indebtedness of the Initial Member for borrowed money; (v) any liability or indebtedness of the Initial Member for contingent liabilities or liabilities in respect of any injury to any Person or property; (vi) any liabilities or obligations of the Initial Member attributable to an act, omission or circumstances that occurred or existed prior to the Closing Date, other than the Assumed Liabilities; (vii) all liabilities and obligations arising out of or with respect to the Excluded Assets; (viii) all obligations of the Initial Member with respect to any lawsuits, judgments, claims or demands of any nature existing on or prior to the Closing Date that are not listed on Schedule 2.01(c) or otherwise described in Section 5.8.22.01(c)(ii); (ix) any claim against or liability of the FDIC in its capacity as receiver for the Failed Thrift or the FDIC as receiver for IndyMac Federal that, under and in accordance with applicable Law, was, is or will be subject to the receivership administrative claims processes administered by the FDIC in its capacity as receiver for the Failed Thrift or the FDIC as receiver for IndyMac Federal pursuant to 12 U.S.C. §1821(d)(3) through (13), including claims and liabilities that are affirmative or defensive, now existing or arising in the future, contingent or fixed, monetary or non- monetary, equitable or legal, or declarative or injunctive; and (x) any claim against or liability based on any alleged act or omission of the Failed Thrift or IndyMac Federal which is not provable or allowable, except or is otherwise barred against the FDIC as otherwise provided in Section 5.8.3receiver for the Failed Thrift or the FDIC as receiver for IndyMac Federal under applicable Law, all Taxes required to be withheld including claims and liabilities that are barred under 12 U.S.C. §§1821(c), (d), (e) (including §1821(e)(3)), (i), or deducted by applicable Law in connection with the transactions contemplated by this Agreement(j); ▇▇ ▇.▇.▇. §▇▇▇▇; ▇▇ ▇.▇.▇. §▇▇▇▇; or 12 U.S.C. §1825.

Excluded Liabilities. Biogen Notwithstanding any provision in this Agreement to the contrary, Buyer shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than only the Assumed Liabilities at the Closing and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of ▇▇▇▇▇▇▇▇, Tribune or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained, performed and discharged by, and remain obligations and liabilities of, ▇▇▇▇▇▇▇▇, Tribune or any of their respective Affiliates (all such liabilities and obligations not being assumed as Assumed Liabilities being herein referred to as the “Excluded Liabilities”). Without limiting , and, notwithstanding anything to the foregoingcontrary in Section 2.03, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following shall be deemed Excluded Liabilities for the purposes of Biogen and its Affiliatesthis Agreement: (a) any Liability attributable liability or obligation under or with respect to any assetAssumed Contract, property Governmental Authorization, Order, Real Property Lease or right Revenue Lease required by the terms thereof to be discharged (or in respect of any breach thereof) prior to the Effective Time or as set forth on Section 2.04(a) of the Disclosure Schedules; (b) any liability or obligation for which ▇▇▇▇▇▇▇▇, Tribune or any of their respective Affiliates has already received or will receive the partial or full benefit of the Purchased Asset to which such liability or obligation relates, but only to the extent of such benefit received; (c) any liability related to the Indebtedness of ▇▇▇▇▇▇▇▇, Tribune or any of their respective Affiliates, including as set forth on Section 2.04(c) of the Disclosure Schedules; (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any liability with respect to Excluded Employees, Employees who are not Transferred Employees, and any former employees of ▇▇▇▇▇▇▇▇, Tribune or any of their respective Subsidiaries that are not Transferred Employees; (f) any liability or obligation relating to or arising out of any ▇▇▇▇▇▇▇▇ Plan or Tribune Plan, except to the extent such liability or obligation is not included expressly assumed by Buyer under Article VIII; (g) except to the extent prorated in accordance with Section 2.08(c), any liability or obligation relating to the bonuses, vacation, sick time or other paid time off, with respect to the Transferred Employees, that accrues or arises from services performed prior to the Employment Commencement Date; (h) any Tax liability or obligation (i) for Pre-Closing Tax Periods (including any Taxes allocable under Section 9.04(d) to the portion of any Straddle Period ending on the day prior to the Closing Date) with respect to the Purchased Assets (except as expressly provided for in Section 9.02) or (ii) imposed on or payable by or with respect to ▇▇▇▇▇▇▇▇, Tribune or their respective Affiliates (except as expressly provided in Section 9.02), and with respect to clause (ii), excluding any such liability or obligation relating to the Purchased Assets; (bi) any Liability attributable liability to the researchindemnify, development reimburse or other activity conducted by Biogen advance amounts to any officer, member, Employee or agent of ▇▇▇▇▇▇▇▇, Tribune or any Affiliate related of their respective Affiliates, other than any liability to any Transferred Employee incurred on or after the Acquired Antibody applicable Employment Commencement Date; (j) any liability or obligation for (i) (x) any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby or contemplated by the Merger Agreement (including any termination of employment in connection therewith) that is due and payable on or prior to the Effective Time or the Employment Commencement Date, whichever is later, or (y) any liabilities relating to any retention or stay bonus or similar payment to which a Transferred Employee is entitled as of the Closing Date that will become due and payable following the Closing Date or the Employment Commencement Date (whether or not the employment of such Transferred Employee is terminated following either such date), (ii) any claims by or on behalf of Transferred Employees arising during or to the extent relating to periods prior to the Employment Commencement Date, except to the extent taken into account as a proration in accordance with Section 2.08(c), and (iii) the matters set forth in Section 8.06 with respect to equity awards; (ck) all Liabilities the liabilities and obligations arising under out of, or with respect to, the Assigned Contracts prior to Business or the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or operations of any of its Affiliates to comply with the terms thereof after Stations, including the Effective Date; and (d) all Taxes imposed on the Purchased Assets owning or that otherwise arise with respect to the use holding of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; Time (excluding any liability or obligation expressly assumed by Buyer hereunder), including any Proceeding arising from or related to the period prior to the Effective Time; (l) all Taxes Excluded Environmental Liabilities; (m) all liabilities and obligations of Biogen ▇▇▇▇▇▇▇▇, Tribune or any of its their respective Affiliates (i) not related to the Business or the Purchased Assets, or (ii) that are not Assumed Liabilities; and (n) any liability or may become payable with respect to all taxable periodsobligations of ▇▇▇▇▇▇▇▇ or Tribune under, or in connection with, this Agreement or any document executed in connection therewith, including the Ancillary Agreements or the sales process for the Stations, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described fees or expenses incurred in Section 5.8.2; and, connection therewith except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted agreed by applicable Law in connection with the transactions contemplated by this Agreementparties.

Excluded Liabilities. Biogen Notwithstanding anything to the contrary in this Agreement, Purchaser shall retain, and shall not be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than the Company or any Affiliate of the Company that are not Assumed Liabilities specifically set forth in Section 1.1(c) (such excluded Liabilities, collectively, the “Excluded Liabilities”). Without limiting In furtherance of, and not in limitation of, the foregoing, neither Kiniksa nor its Affiliates and notwithstanding anything to the contrary in this Agreement, Purchaser shall not be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, responsible for any of the following Liabilities (each of Biogen and its Affiliates:which shall also constitute Excluded Liabilities): (ai) any Liability attributable under or with respect to Indebtedness of the Company or any asset, property third party or right that is not included in the Purchased Assetsany agreement or instrument relating thereto (including any guaranty thereof or other contingent obligation with respect thereto); (bii) any Liability attributable relating to the researchany Excluded Asset; (iii) any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) imposed by or in connection with any Law or Permit, development and incurred in connection with (A) conditions existing, events or other activity conducted by Biogen acts occurring or any Affiliate related to the Acquired Antibody omissions of acts occurring on or prior to the Effective DateClosing, or (B) any real property, business entities or assets, whether domestic or foreign, formerly owned, leased, occupied or operated by or in connection with the Business; (civ) all Liabilities any Liability (other than liabilities assumed by Purchaser in accordance with Section 1.1(c)) or Legal Proceeding caused by, relating to or arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to from any failure by Kiniksa fact, transaction, status, event, circumstance, occurrence or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets situation, whether known or that otherwise arise with respect to the use of the Purchased Assetsunknown, in each caseexisting, for any taxable period (arising or portion thereof) ending occurring on or prior to the Effective Date; all Closing, or otherwise attributable to the pre-Closing operation of the Business; (v) any Liability for any Taxes (A) of Biogen the Company or any Affiliate of its Affiliates the Company for any period or (B) attributable to the conduct of the Business or ownership of the Purchased Assets on or before the Closing, regardless of when assessed; (vi) any Liability that are was required to be disclosed as a liability under GAAP on the Balance Sheet, and was not shown as a liability on the Balance Sheet; (vii) any Liability for deferred compensation, accrued bonuses, transaction or may become payable other bonuses, or severance obligations related to employees, officers, directors, brokers, bankers, independent contractors or agents of the Company or any Affiliate of the Company with respect to all taxable periodsthe service, engagement or employment, as applicable, of such Persons prior to the Closing (including any Liability for such Taxes obligations that may arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated hereby); (viii) any Liability under any Law pertaining to employment and employment practices of the Company prior to the Closing to the extent they relate to employees of the Company, including all Laws relating to wage and hours, overtime compensation, leaves of absence, unemployment insurance, harassment and discrimination; (ix) any Seller Transaction Expenses or any Liability of any Seller Party incurred under this Agreement or in connection herewith; (x) any Liability to any Affiliate of any Seller Party; and (xi) any obligation of the Company to indemnify any Person by this Agreementreason of the fact that such Person was a director, officer, manager, employee, or agent of the Company or was serving at the request of any such entity as a partner, trustee, director, officer, manager, employee, or agent of another entity.

Excluded Liabilities. Biogen shall retainNotwithstanding any other provision of this Agreement or any other writing to the contrary, Buyer does not assume, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for payingobligation to pay, performing perform or dischargingdischarge, any Liabilities liability of Biogen and its Affiliates Seller other than the Assumed Liabilities Liabilities, all of which shall be retained by and remain liabilities, obligations and commitments of Seller (collectively, the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates Excluded Liabilities shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliatesinclude: (a) any Liability attributable liabilities, obligations or commitments arising out of or relating to any asset, property or right that is not included in certain [*] Agreement by and among [*] and Seller (the Purchased Assets“[*] Agreement”) dated [*] (the “[*] Date”); (b) any Liability attributable liabilities, obligations or commitments arising out of or relating to the research, development ownership or other activity conducted by Biogen or any Affiliate related to use of the Acquired Antibody on or Purchased Assets prior to the Effective Closing Date; (c) all Liabilities arising under the Assigned Contracts prior any obligations with respect to the Effective Date to the extent that such Liabilities are not attributable employment of any individual who is a party to any failure confidentiality or non-disclosure agreement listed on Schedule 2.1(c); [*] = Certain confidential information contained in this document, marked by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; andbrackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (d) any liabilities and obligations arising out of or relating to the return of Products or any product liability, breach of warranty or similar claim for injury or other harm to person or property, regardless of when asserted, that arises out the any clinical study or other development, use or misuse of Products supplied by, for or on behalf of Seller prior to the Closing Date; (e) any obligations, if any, to make any payments to the ALS Charitable Remainder Trust dated August 28, 2006 (“ALSCT”) in accordance with that certain Royalty Agreement dated August 28, 2006 between Seller and ALSCT as amended by that certain letter agreement dated August 13, 2009 between Seller and ALSCT, on any sums payable by Buyer to Seller pursuant to this Agreement; (f) except to the extent specifically provided in Section 2.2, all Taxes other liabilities, obligations and commitments, regardless of when they are asserted, billed or imposed on or when they become due or payable, of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to, directly or indirectly, the Products or the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assetsextent such liabilities, in each caseobligations or commitments are attributable to any action, for any taxable period (omission, performance, non-performance, event, condition or portion thereof) ending on or circumstance prior to the Effective Closing Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreement.

Excluded Liabilities. Biogen shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa Purchaser shall not assume or have become liable for -------------------- any responsibility obligations, commitments, or liabilities of Seller, whether known or unknown, absolute, contingent, or otherwise, and whether or not related to the Acquired Assets, except for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than the Assumed Liabilities (the “obligations and liabilities of Seller not assumed by Purchaser are hereinafter referred to as the "Excluded Liabilities”"). Without limiting the foregoinggenerality of the preceding sentence, neither Kiniksa nor its Affiliates shall be obligated to assumethe Excluded Liabilities include all obligations and liabilities of Seller (i) not reflected in or reserved against in the Closing Balance Sheet, and neither of them does assume(ii) not specifically described in Section 2.1(b) and Section 2.1(c) hereof, and each of them hereby disclaims responsibility forincluding without limitation, any of the following Liabilities of Biogen and its Affiliatesfollowing: (a) All liabilities arising out of any Liability attributable Company Benefit Plan (as defined in Section 5.19(a)) other than pursuant to any assetthe Employment Contract dated as of the 30th day of July, property or right that is not included in 1993 by and between Image and H. ▇▇▇▇ ▇▇▇▇▇▇▇, as amended (the Purchased Assets"▇▇▇▇▇▇▇ Employment Contract"); (b) any Liability attributable Any losses, costs, expenses, damages, claims, demands and judgments of every kind and nature (including the defenses thereof and reasonable attorneys' and other professional fees) related to, arising out of, or in connection with Seller's failure to comply with the research, development or other activity conducted by Biogen Bulk Transfer Act or any Affiliate related similar statute as enacted in any jurisdiction, domestic or foreign, except such liability as arises as a result of Purchaser's failure to the Acquired Antibody on or prior to the Effective Datepay Assumed Liabilities; (c) all Liabilities Any liability or obligation arising or accruing under the Assigned Contracts any Contract or Real Property Lease prior to the Effective Date Time, and any liability or obligation arising from or related to any breach or violation by Seller of or default by Seller under any provision of any Contract or Real Property Lease prior to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; andTime; (d) all Taxes imposed on the Purchased Assets or that otherwise arise Any liability of Seller with respect to any claim or cause of action, regardless of when made or asserted, which arises (i) out of or in connection with the use operations of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or Business by Seller prior to the Effective Date; all Taxes Time and which is not specifically listed or described in Section 2.1 hereof, or (ii) out of Biogen or in connection with the operations of the Business prior to the Effective Time under any federal, state, or local law, rule, or regulation relating to (A) environmental protection or clean-up, (B) taxation, or (C) employment or termination of its Affiliates that are employment; (e) Any liabilities or may become payable with respect obligations of Seller relating to all taxable periodsthe Excluded Assets; (f) Any liabilities or obligations of Seller relating to sales and use, including transfer, documentary, income or other taxes levied on the transfer of the Acquired Assets; (g) Except for the Assumed Employment Obligations, any Liability for such Taxes that arise liability or obligation (including, without limitation, salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations or payments), arising prior to or as a result of the transactions contemplated Closing, to any present or former employee, agent, or independent contractor of Seller, whether or not employed or retained by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except Purchaser after the Closing; (h) All Environmental Liabilities (as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreement.hereinafter defined);

Excluded Liabilities. Biogen shall retainBuyer does not hereby assume, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume at any time hereafter (including on or have any responsibility for paying, performing or dischargingafter the Effective Time) become liable for, any of the Liabilities of Biogen and Seller or any of its Affiliates or any ERISA Affiliate of any of the foregoing other than the Assumed Liabilities (the “"Excluded Liabilities”"). Without limiting the foregoingThe Excluded Liabilities shall include, neither Kiniksa nor its Affiliates shall be obligated to assumewithout limitation, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its AffiliatesLiabilities: (a) any Liability attributable to of any asset, property of Seller or right any of its Affiliates or any ERISA Affiliate of any of the foregoing whether currently in existence or arising hereafter that is not included in attributable to, or that does not arise out of the Purchased Assetsconduct of, the Business; (b) any Liability attributable whether presently in existence or arising hereafter relating to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Datean Excluded Asset; (c) all Liabilities any Seller Environmental Liability; (d) any Liability whether currently in existence or arising under the Assigned Contracts prior hereafter relating to the Effective Date to the extent that such Liabilities are not attributable fees, commissions or expenses owed to any failure broker, finder, investment banker, attorney or other intermediary or advisor employed by Kiniksa Seller or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its their respective ERISA Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by hereby or otherwise; (e) any Liability the existence of which constitutes a breach of any representation or warranty hereunder; (f) any Seller Contingent Liabilities except Liabilities that Buyer has expressly agreed to assume pursuant to the terms of this Agreement.; (g) any Liability related to indebtedness of Seller for borrowed money or capitalized leases, or the guarantee by Seller of the indebtedness of any other Person, except as set forth on Schedule 2.4(g); (h) any Liability of Seller arising under this Agreement; (i) Excluded Product Warranty Claims;

Excluded Liabilities. Biogen Notwithstanding anything to the contrary contained herein, neither the Purchaser nor any of its Designees shall retainassume, and shall or in any way be liable or responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or dischargingfor, any Liabilities or commitments of Biogen and its Affiliates other than the Seller except for the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the generality of the foregoing, neither Kiniksa the Purchaser nor any of its Affiliates Designees shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the Seller shall remain responsible for the following Liabilities of Biogen and its Affiliates:(the "Excluded Liabilities"): (a) all Liabilities for any Liability administrative expenses or fees or expenses of professional persons (including any attorney, consultant or financial advisor) employed or retained by the Seller in connection with, resulting from or attributable to the transactions contemplated hereby, the Bankruptcy Cases, or any asset, property or right that is not included in the Purchased Assetstransaction relating to an Excluded Asset; (b) any Liability attributable except as provided in Section 1.03(b), all Liabilities (whether absolute, contingent, or otherwise) which have accrued with respect to the research, development or other activity conducted by Biogen or any Affiliate related to arisen out of the Acquired Antibody Assets on or prior to the Effective Closing Date, including any Liability of the Seller or any of its employees, directors, officers, Affiliates, or agents arising out of, relating to, or caused by (whether directly or indirectly), the Seller's ownership, possession, operation, interest in, use or control of the Acquir ed Assets before the Closing Date; (c) all Liabilities arising under any Liability for (i) Taxes of the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa Seller or any of its Affiliates or (ii) Taxes attributable to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Acquired Assets or that otherwise arise with respect to the use of the Purchased AssetsBusiness, in each case, for relating to any taxable period (or any portion thereof) of any period ending on or prior to the Effective Closing Date (for this purpose, ad valorem taxes shall be prorated as of the Closing Date; ) (the Taxes described under clauses (i) and (ii) of this subparagraph, collectively, the "Seller's Taxes"); (d) subject to Section 1.03(b), with respect to current or former employees, officers, directors and consultants of the Seller and its Affiliates, all Taxes Liabilities in respect of Biogen any compensation, benefit plan, agreement, arrangement, program, policy or understanding relating to such individuals, their service to and tenure with the Seller and its Affiliates, and their benefits, including any employment, consulting, severance, Liability in respect of WARN, change in control or similar agreements, workers' compensation liabilities any other employment-related claim (including for actual, constructive or deemed termination, employment discrimination or wrongful discharge) or any right of indemnification; (e) all Liabilities that are allocated to the Seller under Section 5.16 or that are otherwise excluded as Liabilities of the Purchaser under Section 5.16; (f) all Liabilities which arise, whether before, on or after the Closing Date, out of, or in connection with, the Excluded Assets, including any Liabilities of the Seller under the Parmalat Accounts Receivables Agreement and all Liabilities arising out of or in connection with any Indebtedness of the Seller or any of its Affiliates that are Affiliates; (g) all Liabilities arising from any litigation, investigation or may become payable with other proceeding pending or threatened prior to the Closing Date in respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated Seller or any of its officers, directors, representatives or agents relating to the Business or arising from any litigation, investigation or other proceeding, whenever asserted, arising out of any event or transaction occurring on or prior to the Closing Date; (h) the Seller's Transfer Taxes; (i) all Cure Amounts; provided, however, that, if and to the extent the aggregate Cure Amounts for all of the Assumed Contracts exceed $150,000, the Seller shall not be required to assume Assumed Contracts for assignment to the Purchaser pursuant hereto unless the Purchaser shall agree in writing by notice to the Seller to pay the Cure Amounts, if any, in excess of $150,000 in the aggregate in respect of those specific Contracts Purchaser selects as stated in the following provisions of this Agreement but excluding Section 1.04(i); it being understood and agreed that in such event the Purchaser may select from among the Assumed Contracts which Assumed Contracts the Seller shall be required to assume and assign to the Purchaser in accordance herewith, and the Seller shall not be required to assume the Assumed Contracts not so designated by the Purchaser (and Purchaser shall not be required to purchase and accept hereunder any Transfer Taxes described such Contracts it does not select), to the extent that the aggregate Cure Amounts in Section 5.8.2respect of the Contracts so selected by Purchaser are in excess of $150,000 and such additional amount as the Purchaser may agree to pay in accordance herewith; and, except as otherwise provided in Section 5.8.3, (j) all Taxes required to be withheld Liabilities incurred by the Seller on or deducted by applicable Law in connection with after the transactions contemplated by this AgreementClosing Date other than any Assumed Liabilities.

Excluded Liabilities. Biogen Other than the Assumed Liabilities, Buyer assumes no other Liabilities of MII Life, and Buyer shall not be liable or responsible for, be obligated to pay, perform or otherwise discharge, and MII Life shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any all other Liabilities of Biogen and its Affiliates other than the Assumed MII Life (together with certain Liabilities (of SamCo specifically set forth below, the “Excluded Liabilities”). Without limiting For the foregoingavoidance of doubt, neither Kiniksa nor its Affiliates Excluded Liabilities shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliatesinclude: (ai) any Liability attributable relating to any asset, property breach or right that is not included in default of any Assumed Contract arising prior to the Purchased AssetsClosing; (bii) any Liability attributable to the research, development or other activity conducted by Biogen or any Affiliate all Taxes related to the Acquired Antibody on or prior to the Effective DateAssets for Pre-Closing Tax Periods; (ciii) all Liabilities arising under the Assigned Contracts prior to the Effective Date contractually assumed Taxes of other Persons (except to the extent that such Liabilities are not attributable otherwise assumed hereunder); (iv) any and all Taxes allocated to, of or imposed on either Seller; (v) any Indebtedness of either Seller, Transaction Expenses, or transaction expenses of SamCo; (vi) any Liability relating to any failure by Kiniksa or custodial agreement of either Seller in respect of the Accounts; (vii) any Liability to the extent arising out of its Affiliates to comply with the terms thereof after the Effective Dateany Excluded Asset; (viii) any Excluded Employee Liability; and (dix) all Taxes imposed on the Purchased Assets any other Liability of any kind, whether known or that otherwise arise with respect to the use of the Purchased Assetsunknown, in each casecontingent, for any taxable period (matured or portion thereof) ending on otherwise, whether currently existing or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periodshereinafter created, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreementother than an Assumed Liability.

Excluded Liabilities. Biogen shall retainNotwithstanding any provision in this Agreement or any other writing to the contrary, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller (the “Excluded Liabilities”)or any predecessor of Seller or any prior owner of all or part of Seller's businesses and assets) of whatever nature, whether presently in existence or arising hereafter. Without limiting the foregoing, neither Kiniksa nor its Affiliates All such other liabilities and obligations shall be obligated retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to assumeas the "EXCLUDED LIABILITIES"), and neither of them does assumeand, and each of them hereby disclaims responsibility fornotwithstanding anything to the contrary in Section 2.03, any none of the following shall be Assumed Liabilities for the purposes of Biogen and its Affiliatesthis Agreement: (a) any Liability attributable liability or obligation relating to any asset, property or right that is not included in arising out of the Purchased Assetsperiod prior to the Effective Time (other than Deferred Revenue); (b) any Liability attributable liability or obligation relating to or in connection with ASCAP, BMI or SESCAC or other collecting societies; (c) any liability or obligation under or with respect to any Contract or Permit to the research, development or other activity conducted extent required by Biogen or any Affiliate related the terms thereof to the Acquired Antibody be discharged on or prior to the Effective DateTime; (cd) all Liabilities any Accounts Payable and accrued expenses relating to or arising under with respect to the Assigned Contracts Business prior to the Effective Date Time; (e) any liability or obligation for which Seller has already received the partial or full benefit of the asset to which such liability or obligation relates, but only to the extent that of such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; andbenefit received, other than Deferred Revenue; (df) all Taxes imposed on the Purchased Assets any liability or that otherwise arise with respect to the use of the Purchased Assets, in each case, obligation for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periodsborrowed money, including any Liability for such Taxes that arise as a result interest, costs and fees, including those arising out of the transactions contemplated by this the LaSalle Credit Agreement but excluding or the Bridge Note; (g) all Capital Lease Obligations; (h) any Transfer Taxes described liability or obligation to the extent relating to or arising out of any of the Excluded Assets; (i) any liability or obligation to two former stockholders of Seller, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇; (j) any intercompany payables; (k) any amount set forth in the line item "Dividends Payable" under "Current Liabilities" and in the line item "Long-term dividend payable" on the June 30 Balance Sheet and any other amounts of the current and noncurrent liabilities of the Business for dividends payable, where such amounts are calculated in accordance with the accounting policies and practices consistent with those used in the preparation of the amounts set forth in such line items; (l) any Environmental Liabilities; (m) any liability or obligation relating to payroll, payroll taxes, vacation, bonuses, commissions and other employee-related benefits, including any severance liability or obligation to the extent relating to or arising out of the period prior to the Effective Time; (n) any liability or obligation relating to or arising out of any Employee Plan other than any liability or obligation relating to the matters set forth in Section 5.8.2; and2.01(c). (o) any liability or obligation relating to or arising out of the lawsuit brought by ▇▇▇▇▇ ▇▇▇▇▇▇ and filed on March 22, 2001 in the United States District Court for the Northern District of Illinois, Eastern Division, against Seller and the Majority Stockholder and any related Actions; (p) any Tax liability or obligation (except as otherwise expressly provided in Section 5.8.3, all Taxes required 9.02); and (q) any liability or delegation of Seller arising under or relating to be withheld this Agreement or deducted by applicable Law in connection with the Ancillary Agreements or the transactions contemplated by this Agreementhereby and thereby.

Excluded Liabilities. Biogen Except for the Assumed Liabilities, Buyer shall retainnot assume, pay or perform any other liabilities or obligations of the Sellers, all of which shall be retained by and shall remain the exclusive responsibility of the Sellers (collectively, the "EXCLUDED LIABILITIES") including, without limitation, the following; 2.4.1 all liabilities and obligations of the Sellers arising on or before the Closing Date under the Assumed Leases and Assumed Contracts which have been duly assigned by Sellers to Buyer; 2.4.2 except as expressly provided in Article VIII and Section 2.3.3, any liabilities or obligations of the Sellers relating to any employment contracts or agreements (whether written or oral) or any employee benefits or compensation arrangements of any nature existing as of the Closing Date, including any liabilities or obligations under any of Sellers' Employee Plans or Benefit Arrangements; 2.4.3 any liability or obligation of the Sellers for breach of contract, personal injury, property damage, or violation of any statute, rule, regulation or ordinance (whether based on negligence, breach of warranty, strict liability or any other theory) caused by or arising out of or resulting from, directly or indirectly, any alleged or actual acts or omissions occurring on or before the Closing Date; 2.4.4 any liability or obligation of the Sellers for money borrowed, and shall be responsible for payingany intercompany debt between or among the Sellers or their Affiliates, performing whether such liabilities and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than obligations were incurred in the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any operation of the following Liabilities Business or otherwise; 2.4.5 any amounts due or that may be claimed or become due to Medicare, Medicaid or any other health care reimbursement or payment intermediary as a result of Biogen and its Affiliates: (a) any Liability audit adjustments, disallowances, or other payment adjustments attributable to any assetperiod (or partial period) ending on or before the Closing Date; 2.4.6 any form of Medicare, property Medicaid or right that is not included other health care reimbursement recapture, adjustment, overpayment, penalty assessment or charge whatsoever with respect to any period (or partial period) ending on or before the Closing Date; 2.4.7 any violation by Sellers or their Affiliates of state or federal laws governing health care fraud and abuse or participation in the Purchased AssetsMedicare, Medicaid, or any other state or federal health care reimbursement program; (b) 2.4.8 any Liability attributable liability or obligation relating to the researchan Excluded Asset; 2.4.9 except as expressly provided in Article VIII and Section 2.3.3, development any liability or other activity conducted by Biogen obligation of Sellers to any present or former officer, director, stockholder, employee, patient, agent, or contractor of any Affiliate related to the Acquired Antibody Seller in his capacity as such; 2.4.10 any Environmental Liability; 2.4.11 any liability under any workers' compensation law or regulation for any injury or exposure occurring on or prior to the Effective Closing Date; (c) all Liabilities arising under 2.4.12 any liability or obligation of the Assigned Contracts prior Sellers with respect to the Effective Date to the extent that such Liabilities Taxes which are not attributable to either (i) events occurring during any failure by Kiniksa period ending on or any before the Closing Date, including ownership of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use and operation of the Purchased AssetsBusiness, in each case, for any taxable period or (or portion thereofii) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result consummation of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2Agreement; and 2.4.13 except as expressly provided in Article VIII and Section 2.3, any and all other liabilities and obligations of every kind of the Sellers incurred by the Sellers in connection with, or arising by reason of, its ownership of the Purchased Assets or its conduct of the Business on or before the Closing Date. Buyer shall not assume, and no transferee or successor liability shall attach to Buyer with respect to any of the Excluded Liabilities. The elimination of any risk of such transferee liability attaching to Buyer is a primary inducement to Buyer's entering into this transaction, in that Buyer would not have entered into this transaction under circumstances where any such transferee liability would or might attach to Buyer. The entire negotiations of the parties which respect to this transaction, including the Purchase Price, were based upon the assumption and agreement that Buyer would not succeed to any liability or obligation of Seller, or related in any way to the Purchased Assets, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with for the transactions contemplated by this AgreementAssumed Liabilities.

Excluded Liabilities. Biogen Notwithstanding anything to the contrary in this Agreement, neither Buyer nor any Affiliate of Buyer (including the Buyer Designees) shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility obligation or liability for paying, performing any of the liability or discharging, obligation of Seller of any Liabilities of Biogen and its Affiliates other than nature which is not specifically included in the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Assumed Liabilities of Biogen and its Affiliatesdo not include: (ai) any Liability attributable liability or obligation for any Tax imposed on Seller or any Affiliate of Seller or any member of any Affiliated Group of which Seller or any Affiliate of Seller is or was a member, except to any asset, property or right that is not included the extent accrued as a current liability in the Purchased AssetsFinal Closing Statement; (bii) any Liability attributable liabilities and obligations for personal injury or property damage relating to products manufactured by the Business in the United States to the research, development or other activity conducted by Biogen or any Affiliate related to extent the Acquired Antibody date of occurrence is on or prior to the Effective DateTime; (ciii) all Liabilities any claim, obligation or liability arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable from or relating to any failure by Kiniksa Excluded Asset; (iv) any Indebtedness of Seller or any of its Affiliates to comply for borrowed money or otherwise evidenced by a note, bond, debenture or similar instrument; (v) any fees, costs and expenses that have been incurred or that are incurred by Seller or its Affiliates in connection with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result consummation of the transactions contemplated by this Agreement; (vi) any obligation or liability of the Business in favor of Seller or any of its Affiliates pursuant to any agreements or binding arrangements in effect as of the Closing; (vii) any obligation of Seller or any Affiliate arising out of this Agreement but excluding or any Transfer Taxes described Transaction Document; (viii) any obligation or liability arising out of or relating to any Employee Benefit Plan (for the avoidance of doubt, this does not include Employee Benefit Plans maintained by Acquired Companies or the Assumed Employee Benefit Plan); (ix) any liability or obligation for personal injury or property damage occurring or alleged to have occurred prior to the Closing in Section 5.8.2the United States; and, except as otherwise provided in Section 5.8.3, all Taxes required (x) any liability arising out of relating to be withheld any business of Seller or deducted by applicable Law in connection with any Affiliate other than the transactions contemplated by this AgreementBusiness.

Excluded Liabilities. Biogen shall retainNotwithstanding any provision in this Agreement or any other writing to the contrary, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than Buyer is assuming only the Assumed Liabilities and is not assuming any other Liability of Seller or any Affiliate of Seller (or any predecessor owner of all or part of its business and assets) or the Business of whatever nature whether presently in existence or arising or asserted hereafter, including but not limited to, any debt owed to any party and all such other Liabilities shall be retained by and remain obligations and liabilities of Seller or its Affiliates (all such Liabilities not being assumed are referred to as the “Excluded Liabilities”). Without limiting the generality of the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its AffiliatesSeller shall be Excluded Liabilities for the purpose of this Agreement, all Liabilities: (a) relating to or arising under or in connection with any Liability attributable Plan, any “employee benefit plan” (as each is defined herein), or any other benefit plan, program or arrangement of any kind at any time maintained, sponsored or contributed or required to be contributed to by Seller or any Person that is or has ever been under common control, or that is or has ever been treated as a single employer, with Seller under the Code (“ERISA Affiliate”) or with respect to which Seller or any ERISA Affiliate has any Liability, including but not limited to, any accrued obligations owed or owing to any assetPerson, property or right that is including but not included in limited to, the Purchased Assetsemployee benefits listed on Schedule 2.5(a); (b) any Liability attributable pertaining to the researchpre-Closing Date employment or service with, development or termination from employment or service from, Seller or any ERISA Affiliate, of any individual; (c) relating to any claims (whether asserted before or after the Closing Date) for any breach of a representation, warranty or covenant, or for any claim for indemnification, contained in any Assumed Contract agreed to be performed pursuant to this Agreement by Buyer, to the extent that such breach or claim arises out of or by virtue of Seller’s performance or nonperformance thereunder prior to the Closing Date, it being understood that, as between the Parties hereto, this subsection shall apply notwithstanding any provision which may be contained in any form of consent to the assignment of any such Assumed Contract, which by its terms, imposes such Liabilities upon Buyer and which assignment is accepted by Buyer notwithstanding the presence of such a provision; (d) arising under product warranty or other activity conducted by Biogen warranty Liabilities of Seller with respect to any products, merchandise or any Affiliate related to services of the Acquired Antibody Business sold or rendered on or prior to the Effective Closing Date; it being understood and agreed that any such claim or Liability asserted after the Closing Date arising out of any such sale or service prior to the Closing Date shall be considered to be a claim against or a Liability of Seller and therefore not assumed hereunder by Buyer; (ce) all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to Seller’s failure to take reasonable steps to safeguard the use Business Systems; (f) for injury to or death of the Purchased Assetspersons or damage to or destruction of property (including, in each casewithout limitation, for any taxable period (worker’s compensation claim) with respect to acts or portion thereof) ending omissions by Seller that occur on or prior to the Effective Closing Date regardless of when said claim or Liability is asserted, including, without limitation, any claim for consequential damages in connection with the foregoing; it being understood and agreed that any such claim or Liability asserted after the Closing Date; all Taxes , but arising from acts or omissions by Seller which occur before the Closing Date shall be considered to be a claim against or a Liability of Biogen Seller for injury to or death of persons or damages to or destruction of property and therefore not assumed hereunder by Buyer; (g) arising out of infringement for misappropriation of or other conflict with the Intellectual Property of any Person to the extent the same arise out of acts or omissions occurring on or prior to the Closing Date; (h) arising out of any violation by Seller of any Laws, including any Environmental Law occurring on or prior to the Closing Date; (i) in respect of any Claim of Seller or related to the Business or any Purchased Asset arising on or prior to the Closing Date (whether asserted or commenced before or after the Closing Date); (j) relating to or arising out of the Excluded Assets; (k) with respect to Indebtedness of Seller or dividends payable by Seller whether incurred or accrued before or after the Closing Date; (l) relating to the capital stock of Seller or the partnership interests, membership interests or any shareholder or partnership operating agreements to which Seller is party; (m) relating to obligations of Seller under this Agreement or any Transaction Document; (n) relating to claims or items set forth on Schedule 3.8; (o) relating to any transactions between Seller and any of its Affiliates Insiders whether occurring before or after the Closing Date; (p) any Taxes that are not included in the definition of Assumed Liabilities and that relate to the Purchased Assets or may become payable with respect to all taxable periods, including any Liability for such Taxes the Business and that arise as a result of arose before the transactions contemplated by this Agreement but Effective Date (excluding any Transfer Taxes described and excluding Property Taxes to the extent specified in Section 5.8.2; andAssumed Liabilities); (q) relating to Liens on the Purchased Assets arising before the Effective Date, except as to the extent not an obligation arising on or after the Effective Date under the Assumed Contracts or that constitute Assumed Liabilities; (r) any amounts payable for fees or expenses incurred by Seller in respect to this Agreement, the agreements contemplated hereby and/or the Contemplated Transactions or otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with Seller’s sale of the transactions contemplated Business, including, all amounts payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇ & Bird LLP, Founders Investment Bankers, LLC (“Founders”) or any of their respective Affiliates and all amounts payable in connection with any employee or consultant transaction bonuses; (s) any amounts payable to any Affiliate of Seller; and (t) without limitation by this Agreementthe specific enumeration of the foregoing, any other obligation or Liability not expressly included in the definition of Assumed Liabilities.

Excluded Liabilities. Biogen shall retainNotwithstanding anything to the contrary contained in this Agreement, and shall be responsible for paying, performing and discharging when due, and Kiniksa Buyer shall not assume and shall not be responsible to pay, perform or have discharge (i) any responsibility for payingdebts, performing liabilities or dischargingobligations of the Seller of any kind, any Liabilities of Biogen and its Affiliates character or description whatsoever (whether absolute or contingent, known or unknown, asserted or unasserted) other than the Assumed Liabilities or (the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, ii) any of the following Liabilities debts, liabilities or obligations of Biogen and its Affiliates:Seller, whether or not the same are disclosed to Buyer in or pursuant to this Agreement (any such debts, liabilities or obligations described in clause (i) or (ii) above being collectively referred to as the "Excluded Liabilities"): (a) any Liability attributable liabilities or obligations arising out of or relating to any asset, property Seller's ownership or right that is not included in operation of the Business and the Purchased AssetsAssets prior to the Effective Time; (b) any Liability attributable to debts, liabilities or obligations relating to, or occurring or existing in connection with, or arising out of, the researchExcluded Assets, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody whether before, on or prior to after, the Effective DateTime; (c) all Liabilities arising under indebtedness of the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa Seller, including all indebtedness for borrowed money, including principal and interest, whether incurred before, on or any of its Affiliates to comply with the terms thereof after the Effective Date; andTime; (d) all Taxes imposed on liabilities of the Purchased Assets Seller arising from or relating to any litigation that is currently pending or threatened against or affecting the Seller or its properties or assets or that otherwise arise with respect from or relate to the use of the Purchased Assetsactions, in each caseevents, for any taxable period (occurrences or portion thereof) ending developments that first occurred on or prior to the Closing (whether or not covered by insurance), including all litigation that relates to the Business or Purchased Assets and is pending as of the Effective Date; all Time; (e) except as otherwise provided in Section 2.03(i), any liabilities or obligations for (i) any Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities, (ii) any Taxes of Biogen or any the Seller, and (iii) one-half (50%) of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.26.11(a) (collectively, "Excluded Taxes"); andfor the avoidance of doubt, Excluded Taxes shall not include Taxes arising under Section 2.03(r); (f) except as otherwise provided in Section 5.8.36.04, all Taxes required any liabilities or obligations of Seller relating to or arising out of (i) the employment, or termination of employment, of (x) any Employee prior to or at the Effective Time, and (y) any Employee that is not a Hired Employee prior to, at and after the Effective Time, (ii) workers' compensation claims of any Employee which relate to events occurring prior to or at the Effective Time, or (iii) any multiemployer plan (as defined in ERISA §3(37)) or any multiple employer welfare arrangement (as defined in ERISA §3(40)), including any of the items set forth on Section 4.14(f) of the Seller Disclosure Schedules; (g) a portion of any liabilities or obligations in respect of rebates, discounts or allowances payable to any customer of the Seller arising under any Sales Contracts, in accordance with the terms specifically set forth in the applicable Sales Contracts, to be withheld transferred to Buyer, as determined based on pro ration in accordance with the applicable method set forth in Section 2.09 of the Seller Disclosure Schedules; (h) any liabilities arising out of or deducted in connection with (A) any product or service warranties or guarantees given by any Seller in connection with or (B) Claims for personal injuries, property damage or losses that involve, any product sold, delivered or otherwise disposed of, or any service performed or delivered, by the Seller prior to the Effective time; (i) any debts, liabilities or obligations of the Seller arising out of or relating to the use or exploitation of rights and interests in any Intellectual Property; (j) any liabilities or obligations of the Seller arising from any breach or violation by the Seller of the terms and provisions of any Contract, Permit or lease; (k) any Claims or other rights pursuant to any agreement or Contract between Seller, or any of its Affiliates, on the one hand, and any of their respective Affiliates, on the other hand; (l) any liabilities or obligations arising from or relating to a breach or violation by the Seller of any Law or Governmental Order applicable to Seller or its businesses; (m) all environmental liabilities and obligations with respect to the Business to the extent arising from acts or omissions prior to the Effective Time either under any Environmental Law or under any contract or other arrangement (including those arising as a result of the transportation or disposal or both, prior to the Effective Time, of hazardous materials regulated by Environmental Law for disposal or treatment); (n) any brokers' or finders' fees or similar fees or expenses incurred by the Seller relating to this Agreement or the Transaction Documents or any of the transactions contemplated hereby or thereby; (o) any debts, liabilities or obligations of Seller arising under or incurred in connection with the negotiation, preparation, investigation, execution, delivery and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including fees and expenses of counsel, accountants, consultants, advisers and others; (p) all other liabilities specifically assumed by this AgreementSeller under the Transaction Documents; (q) any liabilities or obligations set forth on Section 2.04(q) of the Seller Disclosure Schedules; and (r) any debt, liability or obligation of any Affiliates of the Seller (whether or not similar to any of the categories of debts, liabilities or obligations of the Seller described above).

Excluded Liabilities. Biogen shall retainNotwithstanding any provision in this Agreement or any other writing to the contrary, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than the Purchasing Entities are assuming only the Assumed Liabilities and are not assuming any other liability or obligation of the Selling Entities (or any predecessor owner of all or part of its business and assets) of whatever nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Selling Entities (collectively, the “Excluded Liabilities”“). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any none of the following shall be Assumed Liabilities for the purposes of Biogen and its Affiliatesthis Agreement: (a) any Liability attributable to any assetAny debt, property liability or right that is not included in the Purchased Assets; (b) any Liability attributable to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Date; (c) all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use obligation of the Purchased Assets, Selling Entities in each case, respect of the Business for any taxable period (or portion thereof) Taxes that relate to periods ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, Transfer Date (including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; andTransactions), except as otherwise provided in Section 5.8.38.7(b); (b) Any intercompany payable balances in respect of the Business due to UNOVA or any of its subsidiaries (other than intercompany trade payables between the ▇▇▇▇▇▇ Group); (c) Any claim, all Taxes required debt, liability or obligation for workers compensation, automobile or general liability in respect of the Business, to the extent such claims arise from events, actions or occurrences on or prior to the Transfer Date, other than a claim, debt, liability or obligation to which Section 1.6(j) applies; (d) Any claim, debt, liability or obligation to the extent related to any of the other Excluded Liabilities or any of the Excluded Assets, other than a claim, debt, liability or obligation to which Section 1.6(j) applies; (e) Any liabilities of the Selling Entities arising under, or relating to the execution, delivery or consummation of, this Agreement and the transactions contemplated hereby; (f) Any liabilities of the Selling Entities for Indebtedness (as defined by Section 3.8(h)), including, without limitation, the Indebtedness set forth on Schedule 3.8(h) and Schedule 3.2(d); (g) Any claim, debt, liability or obligation under Employee Benefit Plans other than the Assumed Liabilities set forth in Sections 1.6(d), 1.6(e), 1.6(j) and 1.6(n); (h) Any claim, debt, liability or obligation under the UNOVA Pension Fund, other than in respect of benefits transferred to the ▇▇▇▇▇▇ Pension Plan, whether before, on or after the Transfer Date (which transferred benefits shall include any claim, debt, liability or obligation in respect of the provision of those benefits in a manner complying with Article 141 (formerly Article 119) of the Treaty of Rome and Section 62 of the Pensions Act 1995); (i) Any claim, debt, liability or obligation for Product Liability arising from the use or operation of products manufactured, sold or serviced (in whole or in part) in the Business to the extent such claims arise from events, actions or occurrences on or prior to the Transfer Date; (j) Environmental Liabilities arising from or relating in any way to (i) actions occurring or conditions, whether known or unknown, existing on or before the Transfer Date, where such actions or conditions constitute a violation of Environmental Laws, or (ii) with respect to the Waynesboro Facility and South Beloit Facility, which the Purchasing Entities will be withheld leasing from the Selling Entities after the Transfer Date, actions occurring or deducted conditions coming into existence after the Transfer Date to the extent such actions or conditions are not caused by the Purchasing Entities. For purposes of this Section 1.7(j), the known contamination on the Waynesboro Facility, including both the contamination being addressed by the Selling Entities in accordance with Pennsylvania’s Act 2 voluntary cleanup program and the chlorinated volatile organic compound contamination that has migrated onto the Waynesboro Facility from the adjacent Teledyne facility, shall be deemed a condition existing before the Transfer Date and to constitute an Excluded Liability; (k) All claims, debts, liabilities and obligations pursuant to violations of applicable Law Laws arising from, by or in connection with the transactions contemplated Selling Entities, the Business, the Purchased Assets, or the Real Property, in each case occurring or existing on or before the Transfer Date, other than claims, debts, liabilities or obligations to which Section 1.6(j) applies; (l) Those pending or threatened litigation matters identified on Schedule 3.14; (m) Any actions, claims, proceedings, losses, damages, payments, penalties, costs or expenses suffered or incurred in relation to or arising out of any personal injury as a result of a person’s exposure at any time before the Transfer Date to any and all Contaminants (as defined in Section 1.6(m)) present, discharged or released at, or migrating from any property owned, occupied, controlled or used by the Selling Entities in respect of the Business; provided, however, that for any personal injury that is determined to have been caused by exposure to Contaminants as described in this Agreementsubsection 1.7(m) that relates to periods of exposure before and after the Transfer Date, the loss arising from such personal injury shall be deemed to have occurred ratably during the entire period of such exposure, and the Selling Entities’ liability for such injury shall be limited to a pro rata portion of the losses based on the period of exposure that occurred prior to the Transfer Date; (n) all claims, losses, debts, liabilities and obligations for compensation to Employees which are set forth in the certain letter dated September 15, 2005, and updated as of September 22, 2005 from UNOVA to counsel for CFL; and (o) accrued bonuses payable to Continuing Employees as of the Transfer Date and liabilities associated with amounts withheld from employee salaries to the extent withheld as of the Transfer Date.

Excluded Liabilities. Biogen shall retainExcept for the Assumed Liabilities, and shall be responsible for paying, performing and discharging when due, and Kiniksa Buyer shall not assume or have in any responsibility for paying, performing or dischargingway become liable for, any Liabilities debts, obligations or liabilities of Biogen the Selling Group, of any kind or nature, known or unknown, liquidated or unliquidated, contingent or fixed, including without limitation, the following: (collectively, the "Excluded Liabilities") 3.2.1. Bank overdrafts, checks in process, intercompany payables or liabilities and its Affiliates any and all indebtedness payable to any banks or financial institutions, whether accrued, absolute, contingent or otherwise, or whether due or to become due. 3.2.2. All liabilities and obligations incurred by the Selling Group in connection with the A-B Agreement, the Telephone Lease or the conduct of any business other than the Assumed Liabilities (the “Excluded Liabilities”)Business. 3.2.3. Without limiting the foregoingAll liabilities and obligations arising out of, neither Kiniksa nor its Affiliates shall be obligated resulting from, or relating to assumeany violation of any current or past statute, and neither ordinance or governmental regulation; 3.2.4. Any liabilities to or in respect of them does assume, and each of them hereby disclaims responsibility for, any temporary or permanent employees or former employees of the following Liabilities of Biogen and its Affiliates: Selling Group for any period prior to the Closing Date (a) collectively, the "Employee Liabilities"), including, without limitation: any Liability attributable liability under or with respect to any assetemployee benefit plan, property program or right that is arrangement, whether or not included in written, at any time maintained, contributed to by the Purchased Assets; (b) Selling Group or under which the Selling Group may incur liability, or any Liability attributable liability with respect to the researchSelling Group's withdrawal or partial withdrawal from or termination of any such plan, development program or other activity conducted arrangement; any accrued vacation, sick days or personal days (except accrued vacation and sick pay obligations of Seller to employees hired by Biogen Buyer); and any claim of an unfair labor practice, for severance pay or under any Affiliate related to the Acquired Antibody state unemployment compensation law or regulation or under any federal or state employment discrimination law or regulation, that shall have been asserted on or prior to the Effective Closing Date; (c) all Liabilities arising under the Assigned Contracts prior to the Effective Date , or to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, basis for any taxable period (claim, liability, damages or portion thereof) ending penalty shall have arisen on or prior to the Effective Closing Date; , whether or not such liabilities are described, listed or referred to on any Schedule or Exhibit hereto; 3.2.5. All liabilities and obligations for all Taxes litigation and claims under the Occupational Safety and Health Act of Biogen 1970, as amended, to the extent they relate to the conduct of the Business prior to the Closing Date; 3.2.6. Any liabilities in respect of injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory, arising on or prior to the Closing Date, whether or not such liabilities are described, listed or referred to on any Schedule or Exhibit hereto; 3.2.7. All liabilities and obligations for any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, including taxes under Section 59A of its Affiliates that are the Internal Revenue Code of 1986, as amended (the "Code"), customs duties, capital stock, franchise, profits, withholding, social security (or may become payable with respect to all taxable periodssimilar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever, including any Liability for such Taxes that arise interest, penalty or addition thereto, whether disputed or not. (collectively, "Taxes") relating to the sale of the Purchased Assets to Buyer or the conduct of the Business or the ownership of the Purchased Assets prior to the Closing Date, except sales taxes as a result provided in Section 3.1.2; 3.2.8. All liabilities and obligations of the Selling Group directly or indirectly resulting from or arising out of the Selling Group's entering into, performing its obligations pursuant to, or consummating the transactions contemplated by by, this Agreement but excluding any Transfer Taxes described in Section 5.8.2Agreement, including, without limitation, all fees due to the Selling Group's financial advisor, Mesirow Financial, and all legal and other professional fees; 3.2.9. All liabilities and obligations relating to the Excluded Assets; 3.2.10. All promissory notes, letters of credit, guaranties and other commitments of the Selling Group; 3.2.11. All product liability claims relating to products sold and services provided prior to the Closing Date; 3.2.12. All lawsuits, claims, indemnities, mortgages, contingent liabilities and other obligations of the Selling Group; and 3.2.13. All liabilities and obligations otherwise arising out of events, except as otherwise provided transactions or facts which have occurred (in Section 5.8.3whole or in part) on or prior to the Closing Date. The Selling Group, all Taxes required jointly and severally, agrees to be withheld or deducted by applicable Law in connection with pay, perform and discharge when due the transactions contemplated by this AgreementExcluded Liabilities.

Excluded Liabilities. Biogen shall retainBuyer does not hereby assume, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume at any time hereafter (including on or have any responsibility for paying, performing or dischargingafter the Effective Date) become liable for, any of the Liabilities of Biogen and Seller or any of its Affiliates or any ERISA Affiliate of any of the foregoing other than the Assumed Liabilities (the “"Excluded Liabilities”"). Without limiting the generality of the foregoing, neither Kiniksa nor its Affiliates the Excluded Liabilities shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, include any Liabilities of the Seller, howsoever arising and whether or not known as the date hereof, that relate to the period prior to the Effective Date that were not included as such on the Adjusted February 28 Balance Sheet or that are not included as Assumed Liabilities within Section 2.3(ii) above. Further, the Excluded Liabilities shall include, without limitation, the following Liabilities of Biogen and its AffiliatesLiabilities: (a) any Liability attributable to of any asset, property of Seller or right any of its Affiliates or any ERISA Affiliate of any of the foregoing whether currently in existence or arising hereafter that is not included in attributable to, or that does not arise out of the Purchased Assetsconduct of, the Business; (b) any Liability attributable whether presently in existence or arising hereafter directly or indirectly relating to an Excluded Asset; (c) any Liability whether currently in existence or arising hereafter relating to fees, commissions or expenses owed to any broker, finder, investment banker, accountant, attorney or other intermediary or advisor employed by Seller or any of its Affiliates or their respective ERISA Affiliates in connection with the transactions contemplated hereby or arising in connection herewith; or any liability of Seller to employees of the Business in respect to any bonus or other payment made in respect of, by reason of, or contingent on, the transactions contemplated hereby; or any other fees and costs arising in connection with the transaction (including, for example, transfer taxes) (all of the Liabilities set forth in this subsection (c) are referred to as the "Transaction Expenses"); (d) any Liability the existence of which constitutes, gives rise to, or arises by reason of, a breach of any representation, warranty or covenant hereunder; (e) any contingent Liabilities of Seller related to any transactions by Seller prior to the research, development or other activity conducted by Biogen or Effective Date except Liabilities that Buyer has expressly agreed to assume pursuant to the terms of this Agreement and those Liabilities listed on Schedule 2.4.(e); (f) any Affiliate Liability related to indebtedness of Seller for borrowed money or capitalized leases, or the Acquired Antibody guarantee by Seller of the indebtedness of any other Person, except as set forth on the Adjusted February 28 Balance Sheet or on Schedule 2.4.(f) (including amounts owed to Valley American Bank); (g) any Liability of Seller arising under this Agreement; (h) subject to Section 6.6 below, with respect to Products manufactured on or prior to the Effective Date (and whether or not sold prior to the Effective Date), any Liability arising out of, resulting from, or relating to claims seeking return, replacement, and/or repair of such Products pursuant either to (i) express product warranties extended by Seller prior to the Closing Date or by Buyer after the Closing Date (provided that Buyer's warranties are no more expansive than the warranties extended by Seller prior to the Closing Date) or (ii) product warranties or obligations implied or provided by Applicable Law; (ci) all Liabilities arising under the Assigned Contracts with respect to Products manufactured on or prior to the Effective Date (and whether or not sold prior to the extent that such Effective Date), any Liability arising out of, resulting from, or relating to product liability claims; (j) any Liability of Seller which serves as basis of any claim for indemnification under Article VIII hereof; (k) any Liability under contracts set forth on Schedule 2.4.(k); (l) any Liabilities are under contracts with, or indebtedness to, Affiliates of Seller, except as set forth on Schedule 2.4.(l); (m) any Liability under the Personal Property Leases and the Scheduled Contracts which is not attributable an Assumed Liability under Section 2.3(ii); (n) any Liability of Seller relating to any failure by Kiniksa worker's compensation benefits, whether arising or any of its Affiliates maturing prior to comply with or after the terms thereof after Effective Date, but only for incidents occurring prior to the Effective Date; and (do) all Taxes imposed any Liability in respect of Seller Payments. For the purposes hereof, the "Seller Payments" mean any direct or indirect payments made to or for, or on the Purchased Assets behalf of, or that otherwise arise with respect to the use Liabilities accrued on account of, any Shareholder, regardless of how characterized, and regardless of the Purchased Assetsnature thereof, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreement.i.

Excluded Liabilities. Biogen shall retainNotwithstanding Section 2.3, and shall be responsible for paying, performing and discharging when due, and Kiniksa the term "Assumed -------------------- Liabilities" shall not assume or have any responsibility for paying, performing or discharging, include any Liabilities of Biogen and its Affiliates other than the Assumed Liabilities not set forth in Section 2.3 (the “"Excluded Liabilities”"). Without limiting , including, without limitation, the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliates:following: -------------------- (a) any Liability attributable all Liabilities to any asset, property or right that is not included in the Purchased extent arising out of the Excluded Assets; (b) any Liability attributable all Liabilities Sellers have expressly agreed to the researchretain, development pay for or other activity conducted by Biogen or any Affiliate related be responsible for pursuant to the Acquired Antibody on or prior to the Effective DateArticles X and XI; (c) all Liabilities relating to any Benefit Plan with respect to which a Seller or any of its Affiliates has any Liability which are not assumed by Purchaser under Article VII; (d) all Liabilities to the extent relating to or arising under out of the Assigned Contracts operations or businesses of Sellers or any of their Subsidiaries other than the Business or the Assets; (e) all Taxes to the extent arising out of facts, events or occurrences on or prior to the Effective Cut-Off Date (including without limitation deferred income taxes) and Tax reserves relating to the Business to the extent arising out of facts, events or occurrences on or prior to the Cut-Off Date; (f) all foreign income Taxes required to be paid by Purchaser in respect of income arising from Contracts executed and delivered by either Seller or any of its Subsidiaries on or prior to the Cut-Off Date which Contracts are included within the term "Assets," to the extent that such Liabilities foreign income Taxes are not attributable to any failure assessed against Purchaser resulting from a determination by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or a foreign tax authority that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending either Seller maintained a permanent establishment on or prior to the Effective DateCut-Off Date in the country which assesses such tax (it being understood that, subject to compliance with applicable law, at the request and expense of Sellers, Purchaser shall dispute in good faith any such tax assessment if and to the extent (based upon the advice of counsel to Purchaser) it has a reasonable basis for doing so); all Taxes it being further understood that (i) a liability under this Section 2.4(f) shall only be an Excluded Liability if it relates to income arising during the term of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise a Contract as a result it existed as of the transactions contemplated by Cut-Off Date, and (ii) if a Contract is modified or extended after the Cut-Off Date in a manner which could reasonably be expected to increase Seller's obligations under this Agreement but excluding Section 2.4(f), any Transfer Taxes described in Section 5.8.2increased liability resulting from such modification or extension shall not be an Excluded Liability; and (g) all other Liabilities not set forth in items (a) through (f) of this Section 2.4, except as otherwise provided arising out of facts, events or occurrences on or prior to the Cut- Off Date, other than a Liability which is an Assumed Liability (unless expressly assumed elsewhere in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreement.);

Excluded Liabilities. Biogen (a) Notwithstanding any other provision of this Agreement, the Buyer Parties shall retainnot assume, and shall or otherwise be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or dischargingfor, any Liabilities of Biogen and its Affiliates the Seller Parties other than the Assumed Liabilities Liabilities, whether liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the date hereof (the “Excluded Liabilities”). Without limiting , which Excluded Liabilities include, without limitation, the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliatesfollowing: (ai) any Liability attributable whatsoever to or in respect of any asset, property employees or right that is not included in the Purchased Assets; former employees of Seller including without limitation (bA) any Liability attributable to employment agreement, whether or not written, between Seller and any Person or the researchtermination by Seller of the employment of any Person, development or other activity conducted by Biogen (B) any claim of an unfair labor practice, or any Affiliate related to the Acquired Antibody on claim under any state unemployment compensation or worker’s compensation law or regulation or under any federal or state employment discrimination law or regulation, which shall have been asserted prior to the Effective Date; (c) all Liabilities arising under the Assigned Contracts Closing or is based on acts or omissions which occurred prior to the Effective Date to the extent Closing and (C) any wages, vacation pay, other paid time off, severance pay, overtime, bonuses, other incentive compensation, commissions, expense reimbursement, or any compensation that such Liabilities are not attributable was earned, accrued, or relates to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen Closing, or any of its Affiliates that are or may become becomes payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the Closing; (ii) any Liability under or relating to any Employee Plan at any time maintained, contributed to or required to be contributed to by Seller or any ERISA Affiliate, or under which Seller or any ERISA Affiliate has or may incur Liability, or any contributions, benefits or Liabilities therefor, or any Liability with respect to Seller’s or any ERISA Affiliate’s withdrawal or partial withdrawal from or termination of any Employee Plan; (iii) any Liability of any Seller Party in respect of any Tax (other than as provided in Section 2.7 below); (iv) any Liability arising from any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products designed, manufactured, assembled, sold, distributed, delivered, installed or repaired, or from services performed, by or on behalf of Seller or any other Person prior to the Closing; (v) any Liability of any Seller Party arising out of or related to any Action against any Seller Party (including, without limitation, the Dermafreeze Lawsuit) or any Action which adversely affects the Assets and which shall have been asserted prior to the Closing or to the extent the basis of which shall have arisen prior to the Closing; (vi) any Liability of any Seller Party resulting from entering into, performing its or his obligations pursuant to or consummating the transactions contemplated by by, this Agreement but excluding (including without limitation any Transfer Taxes Liability of any Seller Party pursuant to Article X hereof); (vii) any Liability related to or arising from the Business and its operation prior to the Closing; (viii) any Liability for any occurrence or circumstance (whether known or unknown) which occurs or exists prior to the Closing and which constitutes, or which by the lapse of time or delivery of notice (or both) would constitute, a breach or default under any Contract, Lease or Permit or a violation of the requirements of any governmental authority or agency or of the rights of any Person; (ix) any environmental Liabilities arising from events or occurrences which occurred prior to the Closing; (x) all Liabilities for Customer Deductions except to the extent described in Section 5.8.22.2(d); and, except (xi) any Liability of any Seller Party to another Seller Party or any of their respective Affiliates. (b) Except as otherwise provided expressly set forth in Section 5.8.32.2 above, all Taxes required the Parties agree that Buyer shall not be the successor to be withheld or deducted by applicable Law in connection with Seller. The Seller Parties shall retain, pay, perform and discharge the transactions contemplated by this AgreementExcluded Liabilities.

Excluded Liabilities. Biogen shall retainNotwithstanding the provisions of Section 2.3 or any other provision of this Agreement, any Schedule or Exhibit hereto or any Ancillary Agreement to the contrary, and shall be responsible regardless of any disclosure to the Buyer, except for payingthe Assumed Liabilities, performing and discharging when due, and Kiniksa the Buyer shall not assume or have be obligated to pay, perform or otherwise discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any responsibility for paying, performing liabilities or discharging, any Liabilities obligations of Biogen and its Affiliates other than the Assumed Liabilities Seller (the “Excluded Liabilities”). Without limiting , including the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliatesfollowing: (a) any Liability attributable to any asset, property or right that is not included in the Purchased Assetsall Seller Taxes; (b) any Liability attributable liability pursuant to the research, development any Environmental Law arising from or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody any action, event, circumstance or condition occurring or existing on or prior to the Effective Closing Date; (c) all Liabilities arising liabilities of the Seller under the Assigned Seller Contracts to the extent required to be performed prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Closing Date; and; (d) all Taxes imposed subject to Section 2.3(e), any liability arising in respect of or relating to (i) any Key Employee arising prior to or on the Purchased Assets Closing, (ii) any current or that otherwise arise former employee of the Seller (other than the Key Employees) regardless of when arising, and (iii) any Employee Plan, provided, however, for the avoidance of doubt, the Buyer will be responsible for all liabilities incurred with respect to any Key Employee’s or other employee’s employment with the use Buyer; (e) any indebtedness for borrowed money or guarantees thereof outstanding as of the Purchased AssetsClosing Date; (f) any liability arising from or related to any breach, in each casefailure to perform, for torts related to the performance of, violations of Law, infringements or indemnities under, guaranties pursuant to and overcharges or underpayments under, any taxable period Seller Contract prior to the Closing Date; (g) any liability arising from or portion thereof) ending related to any compliance or noncompliance on or prior to the Effective Date; all Taxes Closing with any Law applicable to the Seller, the Business or the Purchased Assets; (h) any liability arising from or related to any Action brought against the Seller as of Biogen or prior to the Closing or any liability for a breach of its Affiliates that are a Seller Contract arising out of any action, event, circumstance or may become condition arising as or prior to the Closing; (i) any liability incurred by the Seller or any Person other than the Buyer arising out of or relating to the negotiation and preparation of this Agreement and the Ancillary Agreements (including fees and expenses payable to all attorneys and accountants, other professional fees and expenses and bankers’, brokers’ or finders’ fees for persons not engaged by the Buyer); (j) any liability to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 8.3, if applicable; (k) any Payables; (l) all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2liabilities and obligations set forth to Schedule 2.4(l); and (m) any liability or obligation relating to an Excluded Asset, except as otherwise provided in Section 5.8.3, all Taxes required whether arising prior to be withheld or deducted by applicable Law in connection with after the transactions contemplated by this AgreementClosing Date.

Excluded Liabilities. Biogen shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa Buyer shall not assume or have be obligated to pay, perform or otherwise discharge any responsibility for payingliability or obligation of Seller, performing direct or dischargingindirect, any Liabilities known or unknown, absolute or contingent, not expressly assumed by Buyer pursuant to Section 1.3 or the Instrument of Biogen Assumption (all such liabilities and its Affiliates other than the Assumed Liabilities (obligations not being assumed being herein called the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliates) including: (a) any Liability attributable to any asset, property or right that is not included in the Purchased Assetsall accounts payable; (b) all liabilities, obligations and duties in respect of Taxes for which Seller is liable pursuant to Section 7.5; (c) any Liability attributable payables and other liabilities or obligations of the Company to Parent or to any of its Affiliates; (d) any costs and expenses incurred by Seller incident to the research, development negotiation and preparation of this Agreement and the Seller Ancillary Agreements and its performance and compliance with the agreements and conditions contained herein and therein; (e) any liabilities or other activity conducted by Biogen obligations of Seller in respect of any Excluded Assets or any Affiliate Indebtedness of Seller; (f) any liabilities of Seller in respect of the lawsuits, claims, suits, proceedings or investigations set forth in Schedule 4.19; (g) any liabilities and obligations of Seller related to to, or arising from (i) the Acquired Antibody occupancy, operation, use or control of any real property by Seller on or prior to the Effective Closing Date or (ii) the operation of the Business by Seller on or prior to the Closing Date, in each case incurred or imposed by any Environmental Law, including liabilities and obligations related to, or arising from, any exposure to any Hazardous Materials Released by Seller or the Release by Seller of any Hazardous Materials on, at or from (A) such real property, including all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder, or under or in the vicinity of such real property or (B) any real property or facility owned by a third Person to which Hazardous Materials generated by Seller were sent, disposed of or came to be present on or prior to the Closing Date; (ch) all Liabilities arising under the Assigned Contracts any product liability or claims for injury to person or property, regardless of when made or asserted, relating to any Products distributed or sold by Seller on or prior to the Effective Date Closing Date; (i) any liability or obligation of the Company to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates employees or consultants not specifically assumed by Buyer pursuant to Section 7.6; (j) any liability or obligation of Parent to the Parent Employees not specifically assumed by Buyer pursuant to Section 7.6; (k) any liability relating to any of Parent’s or the Company’s employee benefit plans, programs, agreements or arrangements (including any liability triggered by the transactions contemplated in this Agreement under any employment agreement entered into between Parent or the Company and any of their respective employees); (l) any liability resulting from a breach or default of Seller under the Contracts described in Sections 1.1(d) and (e) prior to Closing and any liability under any Contract of Seller other than the Contracts described in Sections 1.1(d) and (e); (m) any recalls on or after the Closing Date mandated by any Governmental Body of any Products manufactured, distributed or sold by Seller on or prior to the Closing Date; (n) any obligations with respect to any return claim, warranty claim or other obligations to provide parts for and service with respect to, or to repair or replace, any Products distributed or sold by Seller on or prior to the Closing Date, which obligations shall be dealt with as set forth in Section 7.9; (o) any liabilities, claims or obligations arising out of, or otherwise relating to Seller’s failure to comply with any applicable Requirements of Law; (p) any liabilities, claims or obligations of Seller arising out of, or otherwise relating to the terms thereof after Imarad Purchase Agreement; (q) any liabilities, claims or obligations of Seller arising out of, or otherwise relating to the Effective DateCatrene Project Agreements; and (dr) all Taxes imposed on the Purchased Assets any Losses or that otherwise arise with respect Expenses arising from or based upon third-party suits or claims for infringement or misappropriation of any Intellectual Property right to the use extent based upon, related to or arising from the conduct of the Purchased AssetsBusiness by Seller or the making, using, selling, offering for sale, importing, reproducing, preparing derivative works of, copying of, or distributing the Products by Seller, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Closing Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreement.

Excluded Liabilities. Biogen shall retainNotwithstanding the foregoing, and shall be responsible for paying, performing and discharging when due, and Kiniksa the Assumed Liabilities shall not assume or have in any responsibility for paying, performing or discharging, event include any Liabilities of Biogen and its Affiliates other than the Assumed following Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliates:): (a) All Liabilities associated with any Liability attributable to any asset, property or right that is not included in the Purchased AssetsExcluded Asset; (b) any Liability attributable to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Date; (c) all All Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable for Taxes applicable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise Asset with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending before the applicable Closing in which such Purchased Asset was Transferred; (c) All Liabilities (i) arising out of or relating to the Pre-Existing Environmental Condition of any Purchased Asset, (ii), whether accruing before, on or prior after the Land Rights Closing or the Undepreciated Assets Closing, arising under Environmental Law (including the exposure of any Person to Hazardous Materials) and arising from or related to any Excluded Asset or the Effective Date; all Taxes acts or omissions of Biogen Seller or any of its Affiliates Representatives, excluding, in each case of (i) and (ii), any of the Liabilities defined in Section 2.04(a)(iv)(B) (collectively, the “Excluded Environmental Liabilities”); (d) All Liabilities arising out of or relating to Seller (i) breaching any provision of any Assumed Contract, this Agreement or any Ancillary Agreement, (ii) conducting, operating or using the Undepreciated Assets in a manner that materially violates any applicable Law and has a material adverse effect on the Undepreciated Assets, or (iii) that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a the result of the transactions failure of Seller to conduct, operate or use the Undepreciated Assets in accordance with Good Utility Practice; (e) All Liabilities that are expressly contemplated by this Agreement but excluding or the Schedules to this Agreement, any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required Ancillary Agreement or any Conveyance Document to be withheld assumed or deducted retained by applicable Law Seller. Notwithstanding anything in connection with this Section 2.05 to the transactions contemplated by contrary, nothing in this Section 2.05 shall affect the exculpation or indemnification rights and obligations, if any, of Seller under any Ancillary Agreement.

Excluded Liabilities. Biogen shall retainNotwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities, and neither Buyer nor any of its Affiliates is assuming any other Liability of or relating to Seller or any of its Affiliates or Related Parties (or any Representative thereof) (or any predecessor of any such Person or any prior owner of all or part of its or their businesses and assets) of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be responsible for paying, performing retained by and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any remain Liabilities of Biogen and its Affiliates other than Seller or such Affiliate or Related Party, or Representative thereof, including the Assumed following (all such Liabilities (not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliates:): (a) any Liability arising or attributable to a period prior to the Closing or relating to non-ordinary course conduct that existed prior to the Closing (any assetLiability arising out of or relating to any actual or alleged (i) tort, (ii) infringement, misappropriation or other violation of Intellectual Property Rights, (iii) breach of Contract, (iv) violation or noncompliance with any Applicable Law or any Permit or consent, (v) product liability, breach of warranty or similar claim for injury to any Person or property or right that is (vi) class action (whether or not included in the Purchased Assetscertified)); (b) any Liability attributable for Taxes with respect to the research, development ownership or other activity conducted operation of the Business or the Purchased Assets by Biogen Seller or any Affiliate related to the Acquired Antibody of its Affiliates on or prior to the Effective Closing Date;, including all Liabilities for Apportioned Obligations allocated to Seller pursuant to Section 8.02 and any Liability of Seller (or any Affiliate or predecessor thereof) for Taxes, whether or not related to the Business or the Purchased Assets; 17 (c) all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa expressly retained by, or allocated to, Seller or any of its Affiliates pursuant to comply with the terms thereof after the Effective Date; and‎Article 9; (d) all Taxes imposed any Liability arising from or relating to (i) the Employee Plans, except as expressly provided in ‎Section 9.01(f) or (ii) the employment or service of (x) any current or former Service Provider who is not a New Buyer Employee arising prior to, at or after the Closing (including any Liability incurred by Buyer on or after the Closing Date under WARN as a result of Buyer not employing any Person) and (y) any New Buyer Employee arising prior to the Closing; (e) any Liability or obligation with respect to matters disclosed or required to be disclosed in ‎Section 3.22 of the Seller Disclosure Schedule; (f) any Liability arising prior to the Closing to indemnify, reimburse or advance amounts to any Representative of Seller (or any Affiliate thereof); (g) any Environmental Liability, whether arising or accruing prior to, at or after the Closing, (i) in each case in any way relating to an event, condition, action, inaction or circumstance first occurring, arising or existing at or prior to the Closing in connection with the Purchased Assets or that otherwise arise the Business, including all matters disclosed or required to be disclosed in ‎‎Section 3.25 of the Seller Disclosure Schedule, or (ii) with respect to the use Excluded Assets or any real property currently or formerly owned, leased or operated by Seller or any Affiliate of Seller, or any of their respective predecessors other than the Purchased Assets; (h) any Liability in respect of Indebtedness, in each case, for any taxable period (Seller Transaction Expenses or portion thereof) ending on or prior other payables due to the Effective Date; all Taxes of Biogen Seller or any of its Affiliates that are or may become Related Parties (or any Representative thereof); (i) any accounts payable with respect and other accrued expenses arising at or prior to all taxable periodsthe Closing; (j) any Liability of Seller (or any Affiliate or Related Party thereof) under any Transaction Document; (k) any Liability to the extent arising out of or relating to any Excluded Asset (giving effect to ‎Section 2.05); (l) any Liability resulting from any Action against Seller (or any Affiliate or Related Party thereof) or relating to the Business as of the Closing, including any Liability for such Taxes that arise as a result Action set forth in ‎Section 3.12 of the transactions contemplated by this Agreement but excluding Seller Disclosure Schedule; (m) any Transfer Taxes described Liability relating to any current or former holder of Equity Securities of Seller (or any Affiliate or Related Party thereof), including in Section 5.8.2respect of (i) any actual or alleged breach of fiduciary duty or (i) the exercise of dissenters’, appraisal or similar rights under Applicable Law; (n) any Liability to the extent arising out of or relating to any Excluded Asset (giving effect to ‎Section 2.05); and18 (o) any other Liability, except as otherwise provided in Section 5.8.3including those relating to the Business or Purchased Assets, all Taxes required to be withheld the extent arising out of or deducted by applicable Law in connection with any facts, act, omission or circumstance occurring or existing at any time at or prior to the transactions contemplated Closing; (p) any liabilities or obligations relating to any non-compliance by this AgreementSeller or Buyer with any applicable bulk sales, bulk transfers or similar laws; and (q) any Liability set forth in ‎Section 2.04(q) of the Seller Disclosure Schedule.

Excluded Liabilities. Biogen In connection with the consummation of the Transactions, neither Buyer nor any of its affiliates or their respective Representatives shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for payingfor, performing or dischargingshall be deemed to have assumed or have any responsibility for, any Liabilities Liability, whenever or however arising, including all costs and expenses relating thereto arising under Applicable Law, or Action before any Governmental Entity, Order or any award of Biogen any arbitrator of any kind, in any case, arising from (i) the operation and wind-down of Seller after the Closing, (ii) any Excluded Assets, (iii) any fees or expenses incurred by or on behalf of Seller in connection with this Agreement, any of the Related Agreements, the Transactions or any equity or debt financing or sale transactions contemplated by Seller, (iv) any claims by any Person alleging that any fiduciary or other similar obligation of any Seller directors or officers was breached or violated, (v) any claims by any Person alleging that the consideration hereunder or that is distributed to the Seller Stockholders was not fair, (vi) any claims pursuant to any Seller indemnification obligations under Seller’s Charter Documents or indemnification agreements entered into between Seller and any Seller director or officer, (vii) Closing Indebtedness, (viii) any severance obligations of Seller or any of its Affiliates Subsidiaries owed to the persons set forth on Section 2.1(e) of the Disclosure Letter, (ix) any retention bonus obligations of Seller to any Employees (other than Continuing Employees payable in connection with the consummation of the transactions contemplated hereby), to the extent paid or payable prior to or upon the Closing, or (xi) any Taxes of Seller or any of its Subsidiaries other than the Assumed Liabilities Transferred Subsidiaries arising from or attributable to the Transactions, including any such Taxes for which any of the Transferred Subsidiaries may become liable as a result of being or having been a member of an affiliated, consolidated, combined or similar group for any period or otherwise by operation of Law, and taking into account, in determining the amounts of such Taxes, the available Tax assets of Seller and its Subsidiaries arising in the Pre-Closing Tax Period, including the net operating losses of the Seller’s U.S. consolidated group (collectively, the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliates: (a) any Liability attributable to any asset, property or right that is not included in the Purchased Assets; (b) any Liability attributable to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Date; (c) all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreement.

Excluded Liabilities. Biogen shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa The parties expressly agree that Kellstrom shall not assume assume, agree to pay or have any responsibility for paying, performing otherwise become liable f▇▇ ▇▇▇ ▇▇ligation or discharging, any Liabilities liability of Biogen and its Affiliates the Company or other Person other than the Assumed Liabilities (with any liabilities or obligations other than the “Assumed Liabilities being referred to herein as the "Excluded Liabilities”"). Without limiting The Excluded Liabilities shall include, without limitation, the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliatesfollowing: (a) any Liability attributable liability or obligation of AVS or the Company against which Kellstrom is indemnified pursuant to any asset, property or right that is not included in the Purchased AssetsArticle IX of this Agreement; (b) any Liability attributable to liability or obligation of AVS or the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective DateCompany arising under this Agreement; (c) all Liabilities any liability or obligation of AVS, the Company or any other Affiliate of AVS relating to Taxes, including any interest or penalties thereon; (d) any liability or obligation of the Company to AVS or any of its Affiliates, whether by contract, tort, pursuant to law or otherwise ("Affiliate Obligations"); (e) any liability or obligation of the AVS Group (as hereinafter defined) with respect to or arising under out of any Employee Benefit Plan (as defined below) or any other plans or arrangements for the Assigned Contracts prior benefit of any current or former employees, officers or directors of the AVS Group, which are maintained by AVS, the Company, any Affiliate of AVS or the Company or any third party and any employment agreements or other arrangements for the benefit of any employee of the AVS Group or any payment required to the Effective Date be made thereunder, except to the extent that such Liabilities are not attributable liability is within a line item expressly designated as being assumed by Kellstrom on the Base Balance Sheet and in an amount expressly includ▇▇ ▇▇▇▇▇▇ore in the Adjusted Closing Date Balance Sheet; (f) any liability or obligation of the Company with respect to the Excluded Assets; (g) any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective DateExcluded Payables; and (dh) all Taxes imposed on the Purchased Assets any liability or that otherwise arise obligation with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending matters identified on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this AgreementSchedule 2.9 hereto.

Excluded Liabilities. Biogen Except as expressly provided in Section 2.3, the Buyer shall retain, not assume and shall not be responsible for payingor otherwise be liable for any Liability whatsoever of the Seller Entities or any of their Affiliates, performing whether or not arising from or related to the Business or the Assets (the "Excluded Liabilities"), and discharging the Seller Entities shall pay, perform and discharge, as and when due, and Kiniksa shall not assume or have any responsibility for payingeach such Excluded Liability, performing or discharging, any Liabilities of Biogen and its Affiliates other than which include the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliatesfollowing: (a) any Liability attributable and all Liabilities related to the operation of the Business prior to the Effective Date, including Liabilities (including express or implied warranty obligations and product liability claims) arising out of or related to any assetproducts or goods manufactured, property distributed, leased, imported, licensed, sold or right services performed in connection with the Business prior to the Effective Date, whether or not such Liabilities relate to products that is not included in the Purchased Assetsare defective or improperly designed, manufactured, packaged or labeled, and whether predicated on negligence, gross negligence, other tortious conduct, strict liability, breach of warranty or Contract or any other legal theory; (b) any Liability attributable and all Liabilities related to any recall, design defect or similar claims of any products manufactured or sold or any service performed by the researchSeller Entities; (c) any and all Liabilities arising from or related to any failure to perform, development improper performance, warranty or other activity conducted breach, default or violation of any Assumed Contract by Biogen or any Affiliate related to the Acquired Antibody Seller Entity on or prior to the Effective Date; (c) ; and any and all Liabilities arising under the Assigned Contracts prior any Contract to the Effective Date to the extent which a Seller Entity is a party that such Liabilities are is not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; andan Assumed Contract; (d) any and all Taxes imposed on Liabilities of the Purchased Assets or that otherwise arise Seller Entities with respect to any Action; (e) any and all Liabilities related to any actual or alleged violation of any Law by the use Seller Entities; (f) any and all Liabilities of the Purchased Assets, in each case, Seller Entities for any taxable period Indebtedness (other than the copier and printer leases secured by Permitted Encumbrances for which a fully executed assignment agreement or portion thereofconsent to assignment has been delivered to the Buyer prior to the Closing); or any extraordinary, contingent or off-balance sheet Liabilities; or any trade accounts payable of the Seller Entities to the extent not reflected on the Final Closing Balance Sheet and included in the Closing Working Capital calculation; (g) any and all Liabilities relating to employees, independent contractors or other service providers of the Seller Entities with respect to such individual's relationship with the Seller Entities, including workers' compensation and unemployment claims, disability and occupational diseases, any insurance or insurance premiums relating thereto, claims for severance or any other form of post-employment payment, and claims arising under the WARN Act, with respect to periods ending on or prior to the Effective Date; , in each case without regard to whether such injuries, claims, conditions, events and occurrences are known or otherwise manifest on or prior to the Effective Date, except to the extent that such Liabilities are included in the Assumed Liabilities; (i) any and all Taxes Liabilities arising from any generation, storage, use, Release, treatment, transportation, disposal or arranging for storage, treatment, transportation or disposal of Biogen any Hazardous Materials by or on behalf of any Seller Entity or any Affiliate of its Affiliates that are any Seller Entity or may become payable with respect to all taxable periodsanyone under the control or at the request of any Seller Entity or any Affiliate of any Seller Entity, including any and all Liabilities arising from any Hazardous Materials brought onto any Leased Facility by or on behalf of any Seller Entity or any Affiliate of any Seller Entity or anyone under the control or at the request of the Seller or any Affiliate of the Seller or any contamination or injury to person, property or the environment resulting therefrom, (ii) any and all Liabilities arising from or relating to any and all Hazardous Materials generated by or on behalf of any Seller Entity, (iii) any and all Liabilities arising from or relating to any environmental condition occurring on or prior to the Effective Date at any Leased Facility or any other real property owned, leased, used or operated in connection with the Business whether discovered before, on or after the Effective Date, (iv) any and all Liabilities arising from, relating to or otherwise associated with any real property, site or facility listed or proposed on or prior to the Effective Date for listing on the National Priorities List established pursuant to Environmental Laws or any list established by any other Governmental Entity of sites requiring investigation, response or remediation, or (v) any and all Liabilities relating to any investigation, removal, remediation, restoration, abatement, monitoring and/or reporting relating to any of the matters described in clauses (i) through (iv) of this Section 2.4(i); (i) any and all Liabilities of a Seller Entity to a Seller and/or his family members, or to Affiliates of a Seller Entity, a Seller, and/or his family members; (j) any and all Liabilities of the Sellers or Seller Entities for or relating to any Taxes, including (i) any tax imposed on a Seller Entity under Section 1374 of the Code and (ii) any Liability for such Taxes of or relating to a Seller or Seller Entity that arise as becomes a result Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law; (k) any and all Liabilities resulting from the failure of any Seller Entity to comply with any provisions of "bulk sales," "bulk transfer" or similar Laws of any jurisdiction in connection with the transactions contemplated hereunder; (l) any and all Liabilities arising out of any business activity of the Seller Entities other than the Business; (m) any and all Liabilities arising out of the acquisition by any Seller Entity of another business or a material amount of stock or assets of any other Person (whether by merger, sale of stock, sale of assets or otherwise), including contingent purchase price payments, royalties, indemnification obligations and any other Liabilities to the seller(s) of such businesses; (n) any and all Liabilities under or arising by reason of this Agreement but excluding any Transfer Taxes described in Section 5.8.2; andand the other Transaction Documents, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law incurred in connection with the transactions contemplated by this Agreement, including legal and accounting fees and expenses; (o) any and all Liabilities resulting from any change of control or similar payment owed to any employee of the Seller Entities arising out of the transactions contemplated under this Agreement, including pursuant to any double-trigger arrangements entered into by a Seller Entity pursuant to which such payment is conditioned on a change of control and severance of employment; (p) any and all Liabilities relating to the acquisition, ownership, operation, use or disposal of any Excluded Assets; (q) any and all other Liabilities of the Seller Entities that do not constitute Assumed Liabilities expressly being assumed by the Buyer under Section 2.3; and (r) any and all other Liabilities of the Seller Entities arising from or relating to the matters described on Schedule 2.4.

Excluded Liabilities. Biogen (a) Neither the Buyers nor any Affiliate of each Buyer shall retainassume, and shall take subject to or be responsible liable for paying, performing and discharging when due, and Kiniksa shall not assume any liabilities or have obligations of any responsibility for paying, performing kind or discharging, any Liabilities of Biogen and its Affiliates nature other than the Assumed Liabilities Liabilities, whether absolute, contingent, accrued, known or unknown, of the Business, any of the Seller or any Affiliate of Seller (the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliates: (a) any Liability attributable to any asset, property or right that is not included in the Purchased Assets;. (b) Without limiting the generality of Section 2.6(a) and excepting the Assumed Liabilities listed in Section 2.5, the Excluded Liabilities shall include any Liability attributable to liabilities or obligations of the research, development Seller or other activity conducted by Biogen the Shareholder or any Affiliate of Seller or the Shareholder incurred, arising from or out of, in connection with or relating to: (i) any claims made by or against the Seller or the Shareholder or any Affiliate of Seller or the Shareholder, whether before or after the Closing Date, that arise out of events prior to the Closing Date, including any and all liabilities or obligations relating to investigations by any Governmental Authority; (ii) any Taxes, including any Taxes arising by reason of the transactions contemplated herein; (iii) any liabilities or obligations under a Contract; (iv) Environmental Laws or environmental liability related to Real Property; (v) any Plans or Other Benefit Obligations; (vi) any employment, severance, retention or termination agreement with any employee; (vii) any employee grievance; (viii) any obligation to indemnify, reimburse or advance amounts to any officer, director, employee or agent; (ix) any obligation to distribute to any shareholder or otherwise to apply all or any part of the Acquired Antibody on consideration received hereunder; (x) any Proceeding pending as of the Effective Time or any Proceeding commenced after the Effective Time that arises out of or relates to any occurrence or event happening prior to the Effective DateTime; (cxi) all Liabilities arising under the Assigned Contracts prior any compliance or noncompliance with any Legal Requirement of any Governmental Authority; (xii) any credit facility or any security interest related thereto, including but not limited to the Effective Date credit facility provided to the extent that such Liabilities are not attributable Seller by Fifth Third Bank and the related security interest pledged by the Seller to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; andFifth Third Bank; (dxiii) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law fees and expenses in connection with the transactions contemplated by hereby; (xiv) any obligation to any shareholder or former shareholder; (xv) any obligation relating to the Excluded Assets; and (xvi) any obligation of any Seller under this AgreementAgreement or any other document executed in connection with the transactions contemplated hereby.

Excluded Liabilities. Biogen shall retainNotwithstanding anything contained in this Agreement to the contrary, the Buyer will not assume, be obligated to assume, be deemed to have assumed or be obligated to pay, perform or otherwise discharge, and the Seller Group shall retain and be responsible for paying, performing solely and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or dischargingexclusively liable with respect to, any Liabilities of Biogen and its Affiliates the Seller Group that are not Transferred Liabilities (all such Liabilities other than the Assumed Liabilities (Transferred Liabilities, the “Excluded Liabilities”). Without limiting the generality of the foregoing, neither Kiniksa nor its Affiliates shall the Buyer will not assume, be obligated to assume, and neither of them does assumebe deemed to have assumed or be obligated to pay, and each of them hereby disclaims responsibility for, any of perform or otherwise discharge the following Liabilities of Biogen and its AffiliatesExcluded Liabilities: (ai) subject to Section 4.19 and the Transition Services Agreement (as defined below), any Liability to the extent related to, resulting from or arising out of the ownership, use or operation of, any MN Assets and Liabilities and the MN Business; (ii) except as set forth in Section 1.1(c)(iii) and Section 4.18(d) any Liability attributable to the extent related to, resulting from, or arising out of the operation of, any asset, property or right that is not included in the Purchased AssetsExcluded Asset; (biii) any Liability attributable for Taxes of any member of the Seller Group (excluding any Transfer Taxes for which the Buyer is responsible pursuant to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective DateSection 4.10(b)); (civ) all Liabilities any Liability for or obligations with respect to any compensation or benefit arrangements (for the Employees or otherwise) related to, resulting from or arising under any Benefit Plan other than the Assigned Contracts Continuing Plans; (v) any Liability for or obligations with respect to any compensation or benefit arrangements for any Employees terminated by or at the direction of the Seller or Holdings after the Execution Date and prior to the Effective Date to the extent that Closing, other than any such Liabilities are not attributable with respect to any failure by Kiniksa or any Employees who are terminated at the joint direction of its Affiliates to comply with the terms thereof after Seller and the Effective DateManagement Team; and (dvi) all Taxes imposed on the Purchased Assets any brokers’, finder’s, financial advisor’s or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable period (other similar fee or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law commission in connection with this Agreement or the transactions Transactions contemplated hereby based upon arrangements made by this Agreementor on behalf of the Seller Group.

Excluded Liabilities. Biogen Notwithstanding anything to the contrary contained in Section 2.1(c), Buyer shall retainnot assume, or be obligated to pay, perform or otherwise discharge, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than the Assumed Liabilities shall not include, the following liabilities, obligations or commitments of the Company or its Affiliates (collectively, the “Excluded Liabilities”): (i) any liability not related to the Business; (ii) any liability to the extent related to any Excluded Asset; (iii) any current liability to the extent not reflected in Net Working Capital (as finally determined). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, ; (iv) any liability of the following Liabilities Company’s Affiliates, including indebtedness for borrowed money, not specifically listed in Section 2.1(c); (v) other than the Intercompany Loans, all Business Indebtedness and intercompany payables of Biogen Seller and its Affiliates: (a) any Liability attributable to any asset, property or right that is not included in the Purchased Assets; (bvi) all contracts of insurance of Seller and its Affiliates; (vii) any Liability attributable liability arising out of or related to Current Litigation; (viii) any Transaction Expenses; (ix) any liability arising out of or related to the researchGreater ▇▇▇▇▇▇▇▇ Incident and any further emergency events prior to Closing related to the restoration and reconstruction with respect to the Greater ▇▇▇▇▇▇▇▇ Incident, development including any Losses arising out of or other activity conducted related to any litigation, demand, cause of action, claim, suit, investigation, proceeding, indemnification agreements or rights related to the Greater ▇▇▇▇▇▇▇▇ Incident, including any GLI Proceeding; (x) any monetary obligations to the extent arising out of or related to the non-compliance with Environmental Permits and Environmental Laws described in Section 5.16 of the Seller Disclosure Letter to the extent such non-compliance occurs prior to the Closing, including, to the extent related to such non-compliance prior to the Closing, the cost of investigating, defending or remediating such non-compliance, and any fines, monetary penalties, charges and costs, and interest thereon, except to the extent (and only to the extent) such obligation is actually and materially increased by Biogen any action of Buyer following Closing; (xi) the Company Notes, the Company Indenture and any liability thereunder or with respect thereto or the redemption thereof; (xii) any liabilities for (A) Taxes of Seller or any Affiliate related to the Acquired Antibody on or prior to the Effective Date; thereof, (cB) all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed directly on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable Tax period (or portion thereof) thereof as allocated to Seller pursuant to Section 8.2(a)), ending on or prior to the Effective Closing Date; , (C) any Tax imposed as a result of Seller or any Affiliate thereof being a member of Consolidated Tax Group, (D) Taxes imposed as a result of any Tax sharing or Tax allocation agreement, arrangement or understanding, or as a result of Seller or any Affiliate thereof being liable for another Person’s Taxes as a transferee or successor, by Contract or otherwise pursuant to applicable Requirements of Law (excluding any liability arising under Section 2.1(c)(vi) with respect to any Transferred Contract the principal subject matter of which is not Tax) and (E) any Taxes for which Seller is responsible pursuant to Section 8.2(b); (xiii) all Taxes liabilities of Biogen the Seller and its Affiliates to, with respect to, or arising under or in connection with (i) without limiting subclause (ii) hereunder or subsection (xvii), salaries, wages, bonuses, vacation or severance pay, expense reimbursement or other compensation, payments or benefits of (x) Transferring Employees earned, accrued or arising prior to the Closing Date or (y) any other current or former employees or other service providers of the Company or any of its Affiliates, including any Business Employees who are not Transferring Employees, regardless of when earned, accrued or arising and, in the case of each of (x) and (y), the employer portion of any Taxes with respect thereto, (ii) except as set forth in Section 8.3(f), Benefit Plans or any other employee benefit plan, policy, agreement or arrangement maintained or contributed to by Seller, the Company or any of their Affiliates, (iii) except as set forth in Section 8.3(f), Title IV of ERISA, (iv) any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA or (v) the WARN Act, except as provided in Section 8.3(g); (xiv) all liabilities arising out of or related to any claim made by a Business Employee or Former Business Employee related to any activities or events that took place prior to the Closing; (xv) all liabilities of the Company, Seller Parent and its Affiliates that are pursuant to civil claims for injury of persons or may become payable damage to property to the extent such injury or damage occurs prior to the Closing; (xvi) any liability under any collective bargaining agreement or other Contract with any Labor Union; (xvii) other than as provided in Section 8.3(f), the sponsorship of, or, any liability under, any Benefit Plan other than as reflected in Net Working Capital (as finally determined) and any other benefit or compensation plan, policy, arrangement or contract sponsored, maintained, contributed to or required to be contributed to by Seller or its Affiliates or ERISA Affiliates; or (xviii) all liabilities of the Company with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this AgreementIntangible Franchise Rights.

Excluded Liabilities. Biogen shall retainExcept for the Assumed Liabilities, and shall be responsible for paying, performing and discharging when due, and Kiniksa Buyer shall not assume or have become liable or obligated in any responsibility way and Seller shall retain and remain solely liable for payingany obligation to pay, performing or dischargingperform and discharge all Liabilities of Seller, regardless of when asserted, including without limitation, any Liabilities of Biogen and its Affiliates other than the Assumed Liabilities following (collectively, the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliates:): (a) any Liability attributable to any asset, property Any obligations or right that is not included in liabilities of Seller under the Purchased Assets;Excluded Contracts. (b) Obligations or liabilities of Seller by reason of any Liability failure to comply with the rules and regulations of any Government Reimbursement Program which is attributable to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or period of time ending prior to the Effective Date;Time. (c) all Liabilities Any obligation or liability of Seller arising under the Assigned Contracts out of or relating to any violation of any Legal Requirements prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; andTime. (d) all Taxes imposed Any obligation or liability of Seller arising out of or relating to any Employee Benefit Plan of any nature whatsoever maintained by Seller or its Affiliates for the benefit of its or their employees (except that Buyer shall have liability for and to the extent provided in Section 6.9). (e) Any accounts payable reflected on the Purchased Assets or that otherwise arise with respect to the use Seller’s books as of the Purchased Assets, in each case, for any taxable period (Closing Date or portion thereof) ending on or arising from the operation of the Business prior to the Effective Date; Time, subject to the terms of Sections 1.3(d) and 1.4(g). (f) With respect to any retrospective settlement of any cost report for an amount less than such original cost report relating to a period ending prior to the Effective Time, all Taxes obligations of Biogen Seller now existing or any of its Affiliates that are or which may become payable hereafter exist with respect to all taxable periodsany payment or reimbursement owed by Seller to any Government Reimbursement Program or other payor which is attributable to any period of time ending prior to the Effective Time. (g) Obligations or liabilities for Taxes, including including, without limitation, (1) any Liability for such Taxes arising as a result of Seller’s operation of the Business or ownership of the Acquired Assets prior to the Effective Time; (2) any Taxes that will arise as a result of the transactions contemplated by sale of the Acquired Assets pursuant to this Agreement but excluding Agreement; and (3) any Transfer deferred Taxes described of any nature; provided however, it is acknowledged that Buyer shall have the obligation to pay its proportionate share of all real and personal property Taxes due as a result of the ownership or operation of the Acquired Assets following the Effective Time. (h) Obligations or liabilities to Government Reimbursement Programs for overpayments and other financial obligations arising from adjustments or reductions in Section 5.8.2; andreimbursement attributable to events, except as otherwise provided in Section 5.8.3transactions, all Taxes required circumstances, or conditions occurring or existing prior to be withheld or deducted by applicable Law in connection with the transactions contemplated by Effective Time. (i) Seller’s expenses relating to this Agreement. (j) All professional liability claims or other claims for acts or omissions of Seller.

Excluded Liabilities. Biogen shall retainNotwithstanding any other provision of -------------------- this Agreement, and shall be responsible except for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than the Assumed Liabilities expressly specified in Section 1.4 hereof, HDA shall not assume, or otherwise be responsible for, the Company's liabilities or obligations, whether actual or contingent, matured or unmatured, liquidated or unliquidated, known or unknown, or related or unrelated to the Business or the Assets, whether arising out of occurrences prior to, at or after the date hereof (collectively, the “"Excluded Liabilities”"). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assumewhich Excluded Liabilities include, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliateswithout limitation: (a) Except as set forth in Section 1.3 above, any Liability attributable liability or obligation to or in respect of any assetemployees or former employees of the Company including without limitation (i) any employment agreement, property whether or right that not written, between the Company and any person, (ii) any liability arising prior to the Closing (as defined below) under any Employee Plan (as defined) at any time maintained, contributed to or required to be contributed to by or with respect to the Company or under which the Company may incur liability, or any contributions, benefits or liabilities therefor, or any liability with respect to the Company's withdrawal or partial withdrawal from or termination of any Employee Plan and (iii) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker's compensation law or regulation or under any federal or state employment discrimination law or regulation, which shall have been asserted on or prior to the Closing Date or is not included in based on acts or omissions which occurred on or prior to the Purchased AssetsClosing Date; (b) Any liability or obligation of the Company in respect of any Liability attributable Tax (as defined), except any accrued sales taxes on the Closing Balance Sheet (as defined in Section 1.2(a)); (c) Any liability arising from any injury to the researchor death of any person or damage to or destruction of any property, development or other activity conducted by Biogen whether based on negligence, breach of warranty, strict liability, enterprise liability or any Affiliate related to other legal or equitable theory arising from defects in products sold or services performed by or on behalf of the Acquired Antibody Company or any other person or entity on or prior to the Effective Closing Date, or arising from any other cause, including without limitation any liabilities arising (on a date of occurrence basis or otherwise) on or prior to the Closing Date relating to the use or misuse of equipment or to traffic accidents; (d) Any liability or obligation of the Company arising out of or related to any Action (as defined) against the Company or any Action which adversely affects the Assets and which shall have been asserted on or prior to the Closing Date or to the extent the basis of which shall have arisen on or prior to the Closing Date; (ce) all Liabilities arising under Any liability or obligation of the Assigned Contracts Company resulting from entering into, performing its obligations pursuant to or consummating the transactions contemplated by, this Agreement (including without limitation any liability or obligation of the Company pursuant to Article VIII hereof); (f) Any liability or obligation related to the Facilities which shall have been asserted on or prior to the Effective Closing Date or to the extent that such Liabilities are not attributable the basis of which shall have arisen on or prior to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Closing Date; and (dg) all Taxes imposed on the Purchased Assets Any liability or that otherwise arise with respect to the use obligation arising out of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending Environmental Law which shall have been asserted on or prior to the Effective Date; all Taxes Closing Date or to the extent the basis of Biogen which shall have arisen on or any of its Affiliates that are or may become payable with respect prior to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this AgreementClosing Date ("Environmental Liabilities").

Excluded Liabilities. Biogen shall retainNotwithstanding anything herein to the contrary, and shall be responsible for paying, performing and discharging when due, and Kiniksa Buyer shall not assume or have in any responsibility way become liable for payingany Liability of Seller or any of its Affiliates, performing or dischargingof any nature whatsoever, any Liabilities of Biogen and its Affiliates other than the Assumed Liabilities (all such Liabilities, the “Excluded Liabilities”), and all such Liabilities shall remain the sole responsibility of Seller and its Affiliates and shall be retained, paid, performed and discharged solely by Seller and its Affiliates. Without limiting the generality of the foregoing, neither Kiniksa nor its Affiliates Excluded Liabilities shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliatesinclude: (a) any Liability attributable Liabilities of Seller or any of its Affiliates to the extent relating to, arising out of or resulting from the ownership or operation of the Excluded Assets or any asset, property or right that is not included in business other than the Purchased AssetsBusiness; (b) any Liability attributable all Intracompany Payables and Liabilities to the researchextent relating to, development arising out of or other activity conducted by Biogen or any Affiliate related resulting from Intracompany Agreements, to the Acquired Antibody on or prior to the Effective Dateextent provided in Section 2.9; (c) all Indebtedness of Seller and its Affiliates; (d) all Liabilities arising under the Assigned Contracts out of or relating to any claims made by a Government Entity concerning (x) any soil and groundwater conditions at Building 214 existing prior to the Effective Date Closing and (y) the Kodak Park Consent Decree and the matters which it addresses, except to the extent that such Liabilities are not attributable arise out of the activities of Buyer in contravention of this Agreement, in either case on or prior to the fifth anniversary of the Closing Date; (e) all Liabilities to the extent provided for in Section 5.4 or Section 5.5; (f) any failure by Kiniksa Liability of Seller or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use indemnify any Person by reason of the Purchased Assetsfact that such Person was a director, in each caseofficer, for any taxable period (employee, or portion thereof) ending on or prior to the Effective Date; all Taxes agent of Biogen Seller or any of its Affiliates that are or may become payable with respect was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to all taxable periodsany statute, charter document, bylaw, agreement, or otherwise); (g) any Liability of Seller or any of its Affiliates (including any Liability of the Transferred Subsidiaries) for such Taxes that arise as a result of costs and expenses incurred in connection with this Agreement and the transactions contemplated by hereby, except to the extent otherwise explicitly agreed to herein, any Ancillary Agreement or any other agreement; (h) all Liabilities set forth on Schedule 2.4; (i) any Liability of Seller or any of its Affiliates for Taxes that have been withheld or collected but not paid to the appropriate Taxing Authority; (j) any Liability or obligation of Seller or any of its Affiliates under this Agreement but excluding or any Transfer Taxes described in Section 5.8.2; andof the Ancillary Agreements (or under any other agreement between Seller or any of its Affiliates, except as otherwise provided in Section 5.8.3on the one hand, all Taxes required to be withheld and Buyer or deducted by applicable Law any of its Affiliates, on the other hand, entered into on or after the date of this Agreement in connection with the transactions contemplated herein); for the avoidance of doubt, Transferred Subsidiaries are Affiliates of Buyer after the Closing; (k) all Liabilities relating to, arising out of or resulting from checks and drafts issued by this AgreementSeller or any of its Affiliates prior to the Closing which are uncleared as of the Closing; and (l) all Liabilities of a Transferred Subsidiary that would constitute an Excluded Liability if they were liabilities of Seller or any Affiliate of Seller other than a Transferred Subsidiary.”

Excluded Liabilities. Biogen shall retainIt is expressly understood and agreed that, except for the Assumed Liabilities, and shall be responsible for payingwithout limiting Buyer’s or any of its Affiliates’ obligations under any other Transaction Document, performing and discharging when due, and Kiniksa Buyer shall not assume or have assume, shall not take subject to and shall not be liable for any responsibility for paying, performing or discharging, any other Liabilities of Biogen and its Affiliates other than the Assumed Liabilities Seller (the “Excluded Liabilities”). Without limiting For clarity, the foregoingExcluded Liabilities shall include, neither Kiniksa nor its Affiliates shall be obligated to assumeamong others, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its AffiliatesSeller: (ai) subject to Section 1.6 and Article V, any Liability for any Taxes, including (A) any Liability Tax of Seller with respect ‎to any Taxable period (or portion thereof), whether before or after the Closing Date, other than Taxes relating to the ownership or operation of the Acquired Assets from and after the Closing, (B) ‎any Tax of Seller resulting from or attributable to the consummation of the Transactions, (C) ‎‎any Taxes relating to the ownership or operation of ‎the Acquired Assets for the Taxable periods (or portions thereof) ‎ending on the Closing Date (including any assetamounts required to be withheld from ‎payments to employees or independent contractors), property or right that is not included in the Purchased Assets(D) any Taxes of any person other ‎than Seller under Treasury Regulation Section 1.1502-6 (or any similar provision of state, ‎local, or foreign Laws), as a transferee or successor, by contract or otherwise; (bii) any Liability attributable to the research, development all trade accounts payable accrued and unpaid or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or current liabilities of Seller as of immediately prior to the Effective DateClosing; (ciii) all Liabilities arising under relating to Hazardous Materials or any other environmental matters in connection with the Assigned Contracts Acquired Assets or the Leased Real Property to the extent existing as of immediately prior to the Effective Date Closing; (iv) all arbitrations, claims, actions or proceedings arising out of or relating to the extent that such Liabilities are not attributable to manufacture, production or Exploitation of any failure by Kiniksa products or product candidates within the Acquired Assets or the ownership, sale, lease or use of any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Acquired Assets, in each case, for any taxable period (solely to the extent based on actions, events or portion thereof) ending on or circumstances arising prior to the Effective Date; Closing; (v) all Taxes Indebtedness of Biogen Seller; (vi) all Liabilities to the extent arising out of or any relating to the Excluded Assets; (vii) all Liabilities to the extent resulting from or arising out of its Affiliates that are Seller’s ownership, operation or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result control of the transactions contemplated by this Agreement but excluding Acquired Assets prior to the Closing; (viii) all Liabilities to any Transfer Taxes described stockholders of Seller in Section 5.8.2their capacity as such; (ix) all Liabilities for wrongful conduct occurring prior to the Closing Date of employees of Seller; (x) all Liabilities in respect of Transaction Costs; and, except as otherwise provided (xi) all Liabilities to third parties in Section 5.8.3, all Taxes required respect of breaches or other disputes under the Acquired Contracts or the Shared Contracts to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreementextent existing prior to the Closing.

Excluded Liabilities. Biogen Notwithstanding anything to the contrary contained in Section 3.1 above or elsewhere in this Agreement, Seller will retain the following liabilities and obligations, and such liabilities and obligations shall retain, not be assumed by Purchaser and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than excluded from the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliates:. (a) any Liability attributable liability or obligation of Seller of any nature whatsoever, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, not related to the Business; (b) any liability or obligation of Seller of any nature whatsoever, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, to the extent relating to or arising from or in connection with any Excluded Assets; (c) any liability or obligation under any Transferred Contract arising out of or relating to any assetbreaches thereof that occurred prior to the Closing; (d) any liability or obligation under any Excluded Contract; (e) any environmental, property health and safety liability of any nature whatsoever, whether accrued, absolute, contingent or right otherwise, asserted or unasserted, known or unknown, arising out of or relating to the conduct of the Business prior to the Closing; (f) any liability or obligation arising out of or relating to any Proceeding commenced, brought, conducted or heard by or before, or otherwise involving, any court, arbitrator or government agency pending as of the Closing; (g) any liability arising out of or resulting from Seller’s non-compliance with any applicable Law; (h) any liability or obligation of Seller to its employees of any nature whatsoever, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown; (i) any liability or obligation of Seller of any nature whatsoever, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, to the extent existing at the time of, or arising out of or relating to acts, events or omissions to act that occurred prior to the Closing or in connection with the conduct of the Business prior to the Closing; and (j) any other liability or obligation of Seller that is not included in the Purchased Assets; (b) any Liability attributable to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Date; (c) all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this AgreementAssumed Liabilities.

Excluded Liabilities. Biogen Anything in this Agreement to the contrary notwithstanding, neither Buyer nor any of its Affiliates shall retainassume, and succeed to, be liable for, be subject to, be obligated for or become responsible for, nor shall the Assets be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or dischargingsubject to, any Liabilities Liability, including any Liability based on successor liability theories, of, or action against, any of Biogen and its Sellers or any of their respective Affiliates other than the (including any Insiders) that is not an Assumed Liabilities Liability (collectively, the “Excluded Liabilities”). Without For the avoidance of doubt and without limiting the generality or effect of the foregoing, neither Kiniksa Buyer nor any of its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility forpursuant to this Agreement or otherwise, any of the following Liabilities of Biogen and its Affiliatesfollowing: (a) any Liability attributable to any asset, property or right that is not included in the Purchased Assetsall Indebtedness of Sellers; (b) any Liability attributable to the research, development extent arising out of or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on breach, performance or non-performance by Sellers prior to the Effective DateClosing (in each case, regardless of when any claims arising therefrom or relating thereto mature or are asserted) of any Assigned Contract or Assigned Permit; (c) any Liability in respect of the pending or threatened Proceedings set forth (or that should have been set forth) in Schedule 4.6 (Litigation) and the facts and circumstances relating to such matters; (d) any Liability with respect to any Property Tax allocated to Sellers pursuant to Section 11.2(a), any Transfer Taxes, any income and franchise Tax of Sellers and any Taxes relating to the Excluded Assets; (e) all Liabilities arising under the Assigned Contracts prior out of, relating to or with respect to the Effective Date to employment or performance of services for, or termination of employment or services for, or potential employment or engagement for the extent that such Liabilities are not attributable to any failure by Kiniksa performance of services for, Sellers, or any of its Affiliates Affiliates, or any predecessor thereof, of any employee, including an Employee, for periods on or prior to comply Closing; (f) all Liabilities under, relating to or with respect to any Employee Benefit Plan and any Controlled Group Liability with respect to Sellers and their ERISA Affiliates; (g) any Liability in respect of any cost that is the terms thereof after responsibility of Sellers under this Agreement; (h) all Liabilities, including Cure Amounts, arising out of, under or in connection with Contracts that are not Assigned Contracts and Permits that are not Assigned Permits and, with respect to Assigned Contracts and Assigned Permits, Liabilities in respect of (i) a breach by or default by Sellers (or event that with notice or lapse of time would constitute a breach or default) accruing under such Contracts with respect to any period prior to Closing, or (ii) any violation of Law by Sellers; (i) all Liabilities for the Effective DateCure Amounts; and (dj) all Taxes imposed on the Purchased Assets or that otherwise arise with respect any Liability to the use extent relating to any Excluded Asset or other asset that is not an Asset and the ownership, operation and conduct of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law business in connection with the transactions contemplated by this Agreementtherewith or therefrom.

Excluded Liabilities. Biogen shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa Purchaser shall not assume or have become liable for any responsibility obligations, commitments, or liabilities of Seller, whether known or unknown, absolute, contingent, or otherwise, and whether or not related to the Acquired Assets, except for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than the Assumed Liabilities (the “obligations and liabilities of Seller not assumed by Purchaser are hereinafter referred to as the "Excluded Liabilities”"). Without limiting the foregoinggenerality of the preceding sentence, neither Kiniksa nor its Affiliates shall be obligated to assumethe Excluded Liabilities include all obligations and liabilities of Seller (i) not reflected in or reserved against in the Closing Balance Sheet, and neither of them does assume(ii) not specifically described in subsection Section 2.1(b) hereof, and each of them hereby disclaims responsibility forincluding without limitation, any of the following Liabilities of Biogen and its Affiliatesfollowing: (a) All liabilities arising out of any Liability attributable Company Benefit Plan (as defined in Section 5.19(a)) other than pursuant to any assetthe Employment Contract dated as of the 30th day of July, property or right that is not included in 1993 by and between Image and H. Stan ▇▇▇▇▇▇▇, ▇▇ amended (the Purchased Assets"Padg▇▇▇ ▇▇▇loyment Contract"); (b) any Liability attributable Any losses, costs, expenses, damages, claims, demands and judgments of every kind and nature (including the defenses thereof and reasonable attorneys' and other professional fees) related to, arising out of, or in connection with Seller's failure to comply with the research, development or other activity conducted by Biogen Bulk Transfer Act or any Affiliate related similar statute as enacted in any jurisdiction, domestic or foreign, except such liability as arises as a result of Purchaser's failure to the Acquired Antibody on or prior to the Effective Datepay Assumed Liabilities; (c) all Liabilities Any liability or obligation arising or accruing under the Assigned Contracts any Contract or Real Property Lease prior to the Effective Date Time, and any liability or obligation arising from or related to any breach or violation by Seller of or default by Seller under any provision of any Contract or Real Property Lease prior to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; andTime; (d) all Taxes imposed on the Purchased Assets or that otherwise arise Any liability of Seller with respect to any claim or cause of action, regardless of when made or asserted, which arises (i) out of or in connection with the use operations of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or Business by Seller prior to the Effective Date; all Taxes Time and which is not specifically listed or described in Section 2.1 hereof, or (ii) out of Biogen or in connection with the operations of the Business prior to the Effective Time under any federal, state, or local law, rule, or regulation relating to (A) environmental protection or clean-up, (B) taxation, or (C) employment or termination of its Affiliates that are employment; (e) Any liabilities or may become payable with respect obligations of Seller relating to all taxable periodsthe Excluded Assets; (f) Any liabilities or obligations of Seller relating to sales and use, including transfer, documentary, income or other taxes levied on the transfer of the Acquired Assets; (g) Except for the Assumed Employment Obligations, any Liability for such Taxes that arise liability or obligation (including, without limitation, salaries, bonus, vacation pay, sick pay, holiday pay, severance pay and other like obligations or payments), arising prior to or as a result of the transactions contemplated Closing, to any present or former employee, agent, or independent contractor of Seller, whether or not employed or retained by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except Purchaser after the Closing; (h) All Environmental Liabilities (as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreement.hereinafter defined);

Excluded Liabilities. Biogen shall retainExcept as specifically set forth in Section 1.3, Seller retains all Liabilities, including all Liabilities directly or indirectly arising out of or related to the operation of the Business or the Premises at or prior to the Effective Time and shall be responsible for payingall Liabilities arising out of the Excluded Assets (collectively, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any generality of the following preceding sentence, Purchaser shall not assume or become liable for any obligations or Liabilities of Biogen and its AffiliatesSeller not specifically described in Section 1.3, including the following: (a) Any Liability that arises, at or prior to the Effective Time, out of any Liability attributable breach or default, or an event occurring prior to the Effective Time that, with or without notice or lapse of time or both, would constitute a breach or default, under any assetcontract, property agreement, commitment, instrument or right that obligation (whether written or oral, contingent or otherwise) to which Seller is not included in the Purchased Assetsa party or its properties or assets are bound; (b) Any Liability of Seller with respect to any Liability attributable to claim or cause of action, regardless of when made or asserted, that arises (i) out of or in connection with the research, development business or other activity conducted by Biogen or any Affiliate related to operations of Seller (including the Acquired Antibody on Business) at or prior to the Effective DateTime, including under any Law and including administrative fines, regulatory penalties, or other obligations owed by Seller to any Governmental Authority, or (ii) with respect to any goods or services provided by Seller at or prior to the Effective Time; (c) all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa Any Indebtedness or any accounts payable of its Affiliates to comply with the terms thereof after the Effective Date; andSeller; (d) all Taxes imposed on Any Transaction Expenses (as defined in Section 8.3) incurred by Seller; (e) Any Liability for Taxes, whether or not disputed and whether known or unknown, whether as a result of the Acquisition or related to the business or operations of Seller or the ownership of the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on at or prior to the Effective Date; all Taxes Time; (f) Any Liabilities arising under Section 601 et. seq. of Biogen ERISA or Code Section 4980B, provided that Purchaser shall be responsible for any of its Affiliates that are or may become payable such Liabilities after the Effective Time with respect to all taxable periodsany Hired Employees; (g) Any Liability arising at or prior to the Effective Time, including any Liability for such Taxes that arise or as a direct result of the transactions contemplated Acquisition, that Seller has to any employee, agent, or independent contractor of Seller, whether or not employed by this Agreement but excluding Purchaser after the Effective Time, or under any Transfer Taxes described Benefit Plan, including all wages, commissions, vacation, holiday, workers’ compensation, sick pay, bonuses and fringe benefits accrued at or prior to the Effective Time and all severance pay Liabilities resulting from Seller’s consummation of the Transactions (as defined in Section 5.8.22.2); and (h) Any Liability arising out of any failure by Seller to comply with any environmental laws with respect to its past or current operations, except as otherwise provided in Section 5.8.3properties or facilities, all Taxes required to be withheld or deducted by applicable Law in connection with including the transactions contemplated by this AgreementPremises.

Excluded Liabilities. Biogen Notwithstanding any provision in this Agreement to the contrary, Buyer shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of V▇▇▇▇▇▇, WTGS TV, the Seller or any of their Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of V▇▇▇▇▇▇, WTGS TV, the Seller or its Affiliates pursuant to the terms of this Agreement or the Option Exercise Agreement, as applicable (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting , and, notwithstanding anything to the foregoingcontrary in Section 2.03, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any none of the following shall be Assumed Liabilities for the purposes of Biogen and its Affiliatesthis Agreement: (a) any Liability attributable liability or obligation under or with respect to any assetAssumed Contract, property Permit, Governmental Order, or right that is not included in Real Property Lease required by the Purchased Assetsterms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any Liability attributable liability or obligation for which the V▇▇▇▇▇▇, WTGS TV, LIN Companies, the Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Dateextent of such benefit received; (c) all Liabilities the liability related to the Indebtedness of the V▇▇▇▇▇▇, WTGS TV, LIN Companies, Seller or any of their Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising under out of any of the Assigned Contracts Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of the Seller or any of their Affiliates, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Station, including the owning or holding of the Station Assets, prior to the Effective Date Time (excluding any liability or obligation expressly assumed by Buyer hereunder); (i) any liability or obligation for any severance, retention, performance or stay bonus or any other compensation payable in connection with the consummation of the transactions contemplated hereby (including any termination of employment in connection therewith) or otherwise due and payable prior to the Effective Time; (j) any Action, including any Action relating to any Employee, to the extent that such Liabilities are not attributable arising from or related to any failure by Kiniksa or any of its Affiliates the period prior to comply with the terms thereof after the Effective DateTime; and (dk) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use any liability of the Purchased AssetsV▇▇▇▇▇▇, in each caseWTGS TV, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen LIN Companies, Seller under this Agreement or any of its Affiliates that are or may become payable with respect to all taxable periodsdocument executed in connection therewith, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this AgreementAncillary Agreements.

Excluded Liabilities. Biogen shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than (a) Except with respect to the Assumed Liabilities described in Section 1.04 hereof, or as otherwise expressly indicated elsewhere in this Agreement, Enterprises shall not assume, nor shall it agree to pay, perform or discharge any liability or obligation of any kind or nature whatsoever of Sellers (collectively, the “"Excluded Liabilities”"). Without limiting , including, without limitation, (i) any liability for indebtedness of any Seller evidenced by bonds, debentures, notes or similar instruments or for the foregoing, neither Kiniksa nor its Affiliates shall be obligated deferred purchase price of property; (ii) any liability to assume, and neither pay any Taxes of them does assume, and each any Seller; (iii) any liability to pay the Taxes of them hereby disclaims responsibility for, any other person or entity because any Seller was a member of an affiliated group under Section 1504(a) of the following Liabilities Internal Revenue Code of Biogen and its Affiliates:1986, as amended (" IRC") or any similar state tax provision; (aiv) any Liability attributable liability or obligation with respect to any asset, property or right that is not included in the Purchased Excluded Assets; (bv) any Liability attributable liability for the return of deposits with respect to any of the Purchased Assets in excess of $2,500 in the aggregate; (vi) any obligation to indemnify any person by reason of the fact that such person was a director, officer, employee or agent of any Seller or was serving at the request of any Seller as a partner, trustee, director, officer, employee or agent of another entity; (vii) any liability (1) in the event of any claims brought by employees or former employees of any Seller claiming employment discrimination under state or federal law, arising from acts or occurrences prior to the researchconsummation of the transactions contemplated by this Agreement, development or other activity conducted (2) from any labor disputes between any Seller and the labor unions representing its employees, including without limitation strikes or picketing, wherever they may occur, arising from acts or occurrences prior to the consummation of the transactions contemplated by Biogen this Agreement; (viii) any liability with respect to any employment, collective bargaining or consulting contract, or deferred compensation, profit-sharing, pension, bonus, stock option, stock purchase or any Affiliate related other fringe benefit or compensation contract, commitment, arrangement or plan (whether written or oral) including each welfare plan (as defined in Section 3(1) of the Employee Retirement Security Act of 1974, as amended ("ERISA")), which any Seller has established or maintained or in which any Seller has had an obligation to make contributions or to pay benefits, for the benefit of persons who are, were, or will become in accordance with the terms of the plan, active employees, former employees, retirees, directors or independent contractors (or their descendants, spouses or beneficiaries) of any Seller or its predecessors in interest or any employer that would constitute an "ERISA Affiliate", which term will refer to all employers that by reason of common control are treated together with any Seller as a single employer within the meaning of IRC section 414; (ix) any liability for payments to employees of any Seller under the Worker Adjustment and Retraining Notification Act (the "WARN Act") or the Family and Medical Leave Act of 1993; (x) any liability for offering and providing COBRA continuation coverage prior to the Acquired Antibody Closing Date to any qualified beneficiary who is covered by a group health plan (where, for the purposes of this subsection 1.03(a)(ix), the terms "continuation coverage," "qualified beneficiary" and "group health plan" have the meanings given such terms under IRC section 4980B and ERISA section 601 et seq.); (xi) any liability arising on or before the Closing Date for commitments relating to the employment, relocation or termination of any EXECUTION COPY employees of any Seller including, without limitation, accrued salary or severance pay; (xii) any product liability or similar claim for injury to person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by any Seller, or imposed or asserted to be imposed by operation of law, in connection with any service performed or product sold or leased by any Seller on or prior to the Effective Closing Date; (c) all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable , including without limitation any claim relating to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending product delivered on or prior to the Effective Date; all Taxes Closing Date in connection with the performance of Biogen such service and any claim seeking recovery for consequential damage, lost revenue or any of its Affiliates that are or may become payable income with respect thereto; (xiii) any liability for Sellers' costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby; (xiv) any liability or obligation of Sellers arising or incurred after the Closing Date; (xv) any liability of any Seller that becomes a liability of Enterprises under any bulk transfer law of any jurisdiction (except those Taxes relating to the transfer of vehicle titles), under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law; and (xvi) any liability or obligation under such portions of the contracts marked with an asterisk on Disclosure Schedule 3.07 which do not relate to the Business. (b) Notwithstanding the fact that transfer Taxes (including without limitation all taxable periodssales Taxes) may constitute a joint and several liability of Sellers and Enterprises, including any Liability for such Sellers shall pay all transfer Taxes that arise as a result arising from the consummation of the transactions contemplated by this Agreement but excluding any Transfer except (i) those Taxes described relating to the transfer of vehicle titles and (ii) those prorated Taxes referenced in Section 5.8.2; and2.03. (c) Sellers shall remain liable for, except as otherwise provided in Section 5.8.3and shall discharge to the extent properly due and payable, all Taxes required of the Excluded Liabilities with respect to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreementwhich failure to so discharge would adversely affect Enterprises.

Excluded Liabilities. Biogen Neither Buyer shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have be obligated to pay, perform or otherwise assume or discharge any responsibility for payingobligations or liabilities of either Seller, performing whether direct or dischargingindirect, any Liabilities known or unknown, or absolute or contingent, not expressly assumed by such Buyer pursuant to the Instrument of Biogen Assumption delivered by such Buyer or otherwise expressly assumed by such Buyer in this Agreement (all such obligations and its Affiliates other than the Assumed Liabilities (liabilities not so assumed being herein called the “Excluded Liabilities”). Without limiting the foregoinggenerality of the foregoing sentence, neither Kiniksa nor its Affiliates and notwithstanding the provisions of Section 2.3, none of the following shall be obligated to assume, and neither of them does assume, assumed by either Buyer (and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliates:shall be deemed not to constitute Assumed Liabilities): (a) any Liability attributable intercompany payables or other liabilities or obligations of CIT or either Seller to any asset, property Affiliate of CIT or right that is not included in the Purchased AssetsSeller; (b) any Liability attributable to the researchlosses, development liabilities or other activity conducted by Biogen or obligations in respect of any Affiliate related to the Acquired Antibody on or prior to the Effective DateExcluded Assets; (c) all Liabilities arising under any liabilities or obligations in respect of any Taxes for which either Seller is liable pursuant to Section 8.2; (d) any liabilities in respect of indebtedness for borrowed money for which either Seller is liable; (e) any liabilities in respect of the Assigned Contracts prior actions, suits or proceedings described or referred to in Schedule 5.8; (f) except as provided in Section 8.4, any liabilities in respect of any employee benefit plan or similar arrangement maintained by CIT or either Seller for the Effective Date to benefit of any employees of the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective DateBusiness; and (dg) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assetsexcept as provided in Section 8.4, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise liabilities arising as a result of the transactions contemplated employment prior to, and as of, the Closing of any employees of the Business or termination by this Agreement but excluding either Seller of any Transfer Taxes described employees of the Business, including any claims under Sellers’ current severance plan or, in Section 5.8.2; andthe case of any Business Employee (including any Excepted Business Employee or Leave Employee) employed by CIT Canada, except any pay in lieu of notice or severance as otherwise provided in Section 5.8.3, all Taxes is required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreementlaw.

Excluded Liabilities. Biogen shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa Buyer shall not assume or have any responsibility for payingand shall not be liable for, performing or discharging, any Liabilities of Biogen and Seller and its Affiliates and their respective direct or indirect subsidiaries shall retain and remain solely liable for and obligated to discharge, all of their debts, contracts, agreements, commitments, obligations and other than liabilities of any nature whatsoever, whether known or unknown, accrued or not accrued, fixed or contingent, not expressly assumed by Buyer pursuant to the Assumed Liabilities Assumption Agreement (all such liabilities and obligations not being assumed being herein called the “"Excluded Liabilities”"). Without limiting , including without limitation, the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliatesfollowing: (a) Any liability for breaches of any Liability attributable to and every applicable contract or any assetother instrument, property or right that is not included in the Purchased Assetspurchase order or any liability for payments or amounts due under any contract, agreement, lease, license, commitment or any other instrument, contract, document or purchase order; (b) Any liability or obligation for Taxes attributable for any Liability period, or attributable to or imposed upon the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Date; (c) all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, Accounts for any taxable period (or portion thereof) ending on through the Closing, including, without limitation, any Taxes attributable to or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with arising from the transactions contemplated by this Agreement; (c) Any liability or obligation for or in respect of any loan, other indebtedness for money borrowed, or account payable including any such liabilities owed to Affiliates of Seller; (d) Any liability or obligation arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent relating to any action or omission by or on behalf of Seller or any and all of its Affiliates and their respective direct or indirect subsidiaries, including, without limitation, any liability for violations of federal or state securities or other laws; provided that with respect to any Closing Date Representatives, or Accepted Account Agreement, Seller shall only have responsibility for any liability or obligation arising from or relating to any actions or failure to act on or prior to the Closing Date; (e) Any liability or obligations relating to a Rejected Account or Rejected Seller Representative Agreement; (f) Any liability or obligation arising out of any "employee benefit plan," as such term is defined by the Employee Retirement Income Security Act of 1974 ("ERISA") or other employee benefit plans; (g) Any liability or obligation for making payments of any kind (including as a result of the Transfer or as a result of the termination of employment of employees, or other claims arising out of the terms and conditions of employment, or for vacation or severance pay or otherwise) to employees of Seller, its Affiliates and their respective direct and indirect subsidiaries, or in respect of payroll taxes for employees of Seller, its Affiliates and their respective direct and indirect subsidiaries; (h) Any liability or obligation for making payments of any kind with respect to the Accounts, whether to customers or other third parties, where such liability or obligation was incurred or arose prior to the Closing Date; (i) Any liabilities or obligations in respect of any Excluded Assets; and (j) Any liability or obligation of Seller incurred in connection with the making or performance of this Agreement and the transactions contemplated hereby including, but not limited to, any liability or obligation related to the failure to secure any necessary Governmental Authorizations.

Excluded Liabilities. Biogen Notwithstanding any provision in this Agreement to the contrary, except solely for the Assumed Liabilities, Buyer shall retainnot assume, be required to pay, perform or discharge, or be liable for any Liabilities of any Seller, of whatever nature, whether presently in existence or arising hereafter, whether or not related to the Business or the Purchased Assets, whether absolute, accrued, contingent or otherwise, liquidated or unliquidated, due or to become due, known or unknown, matured or unmatured, direct or indirect, and however arising, whether existing prior to or on the Closing Date or arising thereafter as a result of any act, omission, or circumstances taking place prior to the Closing, and Sellers shall retain and be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any all Liabilities of Biogen and its Affiliates a Seller other than solely the Assumed Liabilities, including the following (the Liabilities (described in this Section 2.04, collectively, the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliates:): (a) all Liabilities for any Liability Taxes (in each case, other than (x) Liabilities for Taxes of any Purchased Entity, (y) Transfer Taxes for which Buyer is liable pursuant to Section 7.06(a) of this Agreement, or (z) Specified Sales Taxes), (i) arising from or with respect to the Purchased Assets, the Assumed Liabilities or the operation of the Business that are attributable to any assetPre-Closing Tax Period (including, property with respect to any Taxes arising in a Straddle Period, the portion of such Taxes that are allocable to the Seller under Section 7.06(c), (ii) imposed on or right with respect to the Excluded Assets or Excluded Liabilities, (iii) of any Seller or any Affiliate (other than a Purchased Entity) or predecessor of Seller for any period, including Taxes of Seller or any Affiliate (other than a Purchased Entity) or predecessor of Seller that is not included in could become a liability of, or be assessed or collected against, Buyer or any of its Affiliates (including the Purchased Entities), or that could become an Encumbrance on the Purchased Assets, (iv) for which Seller or any of its Affiliates (other than a Purchased Entity) would be liable as a result of being a member of an affiliated, consolidated, combined or unitary group on or prior to the Closing Date, pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar Law, and (v) arising in connection with the transactions contemplated by this Agreement (other than Transfer Taxes for which Buyer is liable pursuant to Section 7.06(a) of this Agreement); (b) any Liability attributable to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Date[Reserved]; (c) all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; andExcluded Contract, other than those described in Section 2.02(l); (d) all Taxes imposed on the Liabilities of Sellers for Indebtedness, including any intercompany Indebtedness among Sellers or due from a Purchased Assets Entity to a Seller; (e) all Liabilities relating to any accounts payable other than those specifically identified by Buyer as an Assumed Liability; (f) all Liabilities and other obligations of Sellers relating to or that otherwise arise arising from any Collective Bargaining Agreement (except as required by applicable Law); (g) all Liabilities associated with Service Providers who do not become Transferred Employees, other than, with respect to any such Service Providers, (i) I▇▇▇ ▇▇▇▇▇▇, (ii) Post-Closing COBRA Liabilities and (iii) Post-Petition Wages; (h) all Liabilities arising out of, relating to, or with respect to any notice pay or benefits and claims under the use of the Purchased Assets, in each case, for WARN Act with respect to any taxable period (current or portion thereof) ending former Service Provider arising on or prior to the Effective Closing Date; ; (i) all Taxes of Biogen Service Provider Agreements and Seller Plans (other than the Assumed Plans and Agreements and the Purchased Entities’ Plans), and Liabilities arising out of, relating to or any of its Affiliates that are or may become payable with respect to any Service Provider Agreement or any Seller Plan (other than the Assumed Plans and Agreements and the Purchased Entities’ Plans); (j) all taxable periodsLiabilities arising out of, relating to, or with respect to any bonus or other incentive compensation arrangement of Sellers, including, without limitation, the accrued, but un-paid, 2022 annual incentive bonuses; (k) all Liabilities arising out of, relating to, or with respect to any Service Provider’s accrued paid time off under any vacation or other paid time off policy or similar arrangement of Sellers (the “PTO Liabilities”); (l) all Ordinary Course current Liabilities of the Sellers attributable to the ownership or operation of the Purchased Assets in respect of the period following the Petition Date and prior to the Closing other than those set forth in Sections 2.02(m), Sections 2.02(n), 2.02(o), 2.02(p), and 2.02(q); (m) all Liabilities arising in connection with any violation of any applicable Law relating to the period prior to the Closing; (n) all Liabilities of Sellers to their equity holders; (o) all Liabilities arising out of relating to any business or property formerly owned or operated by any of the Sellers, any affiliate or predecessor thereof, but not presently owned and operated by the Sellers; (p) all Liabilities of Sellers arising under or pursuant to any Environmental Health and Safety Requirements, including with respect to any real property owned, operated, leased or otherwise used by Sellers, whether or not used in the Ordinary Course, including any Liability Liabilities for such Taxes that arise noncompliance with any Environmental Health and Safety Requirements (including the Release of Hazardous Materials), in each case to the extent arising as a result of any act, omission, or circumstances taking place on or prior to the transactions contemplated Closing, whether known or unknown as of the Closing; (q) all Liabilities arising out of, relating to or with respect to any Order or Proceeding involving, against or affecting, any Purchased Asset (i) commenced, filed, initiated or threatened as of the Closing or (ii) relating to facts, events or circumstances arising or occurring prior to the Closing; (r) any obligation of any Seller to indemnify any Person by this Agreement but excluding reason of, or in connection with, the fact that such Person was a director, officer, manager, employee or agent of such Seller or any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, Purchased Entity or any other Person; (s) all Taxes required to be withheld Liabilities for: (i) costs and expenses incurred or deducted by applicable Law owed in connection with the administration of the Chapter 11 Cases by Sellers; and (ii) all costs and expenses incurred in connection with the negotiation, execution and consummation of the transactions contemplated under this Agreement by this AgreementSellers; (t) all Liabilities arising out of, relating to or with respect to any Proceedings whether in existence prior to, at the Closing Date or arising thereafter relating to Sellers or the Excluded Assets; and (u) all other Liabilities of Sellers that are not expressly included as Assumed Liabilities or that relate to any Excluded Asset, whether arising prior to or after the Closing.

Excluded Liabilities. Biogen shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa Buyer shall not assume or have any responsibility for payingassume, performing or dischargingnor become responsible for, any Liabilities of Biogen and its Affiliates Seller other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility forwhich shall remain the Liability of Seller. For the avoidance of doubt, any Excluded Liabilities includes all Liabilities arising out of, in respect of or relating to: 2.1. the ownership of the following Liabilities Purchased Assets or the operation or conduct of Biogen and its Affiliates:the Business prior to the Closing; 2.2. all trade accounts payable, regardless of when incurred, billed or imposed, of Seller; 2.3. the Excluded Assets; 2.4. (a) any Liability attributable the portion of the Transfer Taxes that are the responsibility of Seller pursuant to any assetSection 6.2.1, property or right that is not included in the Purchased Assets; (b) all Taxes of or imposed on Seller for any Liability attributable Tax period, and (c) any Taxes of or with respect to the researchBusiness or the Purchased Assets for any Pre-Closing Tax Period, development (which in the case of a Straddle Period, shall be allocated to the Pre-Closing Tax Period in accordance with the methodology set forth in Section 6.2.3) including any such Taxes that Buyer is liable for as withholding agent or other activity conducted by Biogen or transferee; 2.5. any Affiliate indebtedness of Seller; 2.6. all Liabilities related to the Acquired Antibody on employment or prior to service (or the Effective Date; (ctermination of employment or service) of any Person at any time by Seller, including all Liabilities arising under under, pursuant to or in connection with, any Seller employee plan or any other compensation or benefit plan, program, policy, Contract or other arrangement that is or was at any time established, sponsored, maintained or contributed to (or required to be contributed to) by Seller or with respect to which Seller has or could have any Liability or obligation (whether current or contingent); 2.7. this Agreement and the Assigned Contracts prior to the Effective Date to the extent that such other Transaction Documents (other than Liabilities are not or obligations attributable to any failure by Kiniksa or any of its Affiliates Buyer to comply with the terms thereof after the Effective Datehereof or thereof); and (d) 2.8. the Specified IP Matters; and 2.9. all Taxes imposed on the Purchased Assets or that otherwise arise Liabilities of Seller outstanding at Closing with respect to the use supply of any remaining quantity of the Purchased Assets, in each case, for any taxable period (Initial Order or portion thereof) ending on or prior Expedited Initial Order pursuant to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result Section 3.4 of the transactions contemplated by this Takasago Agreement but excluding any Transfer Taxes described in to Takasago International Corporation for which payment, as the Extension Credit, has been made pursuant to Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with 4.1(e) of the transactions contemplated by this Takasago Agreement.

Excluded Liabilities. Biogen shall retainNotwithstanding any provision in this Agreement or any other writing to the contrary, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than Buyer is assuming only the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither is not assuming any other liability or obligation of them does assume, and each of them hereby disclaims responsibility for, any of the Young Entities (or any predecessor of any of the Young Entities or any prior owner of all or part of any Young Entity's businesses and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the applicable Young Entity (all such liabilities and obligations not being assumed being herein referred to as the "Excluded Liabilities"), and, notwithstanding anything to the contrary in Section 2.03, none of the following shall be Assumed Liabilities for the purposes of Biogen and its Affiliatesthis Agreement: (a) any Liability attributable liability or obligation under or with respect to any asset, property Contract or right that is not included in Permit required by the Purchased Assetsterms thereof to be discharged on or prior to the Effective Time; (b) any Liability attributable liability or obligation for which the applicable Seller has already received the partial or full benefit of the asset to which such liability or obligation relates, but only to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Dateextent of such benefit received; (c) all any liability or obligation for borrowed money including interest and fees; (d) any liability or obligation relating to or arising out of any of the Excluded Assets; (e) any Environmental Liabilities arising under the Assigned Contracts (other than as specifically set forth in Section 2.03(c)); (f) any liability or obligation relating to vacation, bonuses and other employee-related benefits including any Seller stay bonuses pursuant to Section 8.07 earned prior to the Effective Closing Date (except as expressly provided in writing by the parties); (g) any Tax liability or obligation (except as expressly provided in Section 9.02); (h) any liability or obligation relating to the extent that such Liabilities are not attributable to or arising out of any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective DateEmployee Plan; and (di) all Taxes imposed on the Purchased Assets any liability or that otherwise arise with respect to the use obligation arising out of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this AgreementFresh Bait Settlement.

Excluded Liabilities. Biogen Except for the Assumed Liabilities, Buyer shall retainnot assume, nor shall it be liable for, and under no circumstance shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall Buyer be obligated to pay or assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any none of the following Liabilities of Biogen and its AffiliatesPurchased Assets shall be or become liable for or subject to: (a) any Liability attributable to liability or obligation of Invacare or any asset, property or right that is not included in the Purchased AssetsAffiliate thereof; (b) subject to Section 6.02, any Liability attributable liabilities or obligations arising out of or relating to Invacare’s conduct or ownership or use of the research, development Purchased Assets or other activity conducted by Biogen or any Affiliate related to operation of the Acquired Antibody on or Respiratory Business prior to the Effective DateTime, whether (in any case) fixed or contingent, recorded or unrecorded, known or unknown, currently existing or hereafter arising, and whether or not set forth or described in the Disclosure Schedules; (c) all Liabilities any liabilities, claim against or obligations, of any nature whatsoever, relating to any of the Excluded Assets; (d) any debt of or claim against Invacare or any Affiliate thereof, or any obligation of Invacare or any Affiliate thereof to repay borrowed money; (e) any liability for violating any Law to the extent arising under the Assigned Contracts from Invacare or its Affiliates’ acts or omissions prior to the Effective Date Time provided, however, that notwithstanding anything to the extent contrary in this Agreement, that such Liabilities are not attributable to any failure by Kiniksa or any of neither Invacare nor its Affiliates to comply with the terms thereof shall not be responsible for any violations of Law arising from Buyer’s acts or omissions after the Effective Date; andTime; (df) all Taxes imposed on the Purchased Assets or that otherwise arise with respect any liability and obligation for (i) Taxes, including any rollback Taxes, relating to the use of Respiratory Business, the Purchased Assets, in each case, or the Assumed Liabilities for any taxable period (or portion thereof) thereof ending on or prior to the Effective Date; all Closing Date and any rollback Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise imposed as a result of the transactions contemplated by this Agreement but excluding and (ii) any Transfer other Taxes described of Invacare or its Affiliates for any taxable period, including as a transferee or successor, by Contract, or operation of Law, or from any express or implied obligation to indemnify or otherwise assume or succeed to the liability of any other Person; (g) product warranty obligations of Invacare or its Affiliates for any Medical Devices (as defined in Section 5.8.24.07(a)) sold by Invacare or its Affiliates prior to the Effective Time; (h) any liability and obligation for the Product Recalls; (i) any liability and obligation relating to the Warning Letter; (j) any liability and obligation to any distributors or customers of Invacare or its Affiliates for sales made by Invacare or its Affiliates prior to the Effective Time, including but not limited to product returns; and (k) any liabilities relating to any present or former employees, except as otherwise provided in Section 5.8.3officers, all Taxes required directors, retirees, independent contractors or consultants of Invacare or its Affiliates, including any liabilities associated with any claims for wages or other benefits, bonuses, accrued sick time, workers’ compensation, leaves of absence, severance (whether pursuant to be withheld an agreement, plan, practice or deducted by policy, or applicable Law Law), retention, termination or other payments, or any other liability or obligation relating to labor and employment laws (including under the WARN Act) with respect to present or former employees, officers, directors, retirees, independent contractors or consultants of Invacare or its Affiliates, including liabilities with respect to any employee’s termination of employment with Invacare or its Affiliates in connection with the transactions contemplated by this Agreementthe Transaction Documents, in each case, regardless of when arising or incurred, including if arising or incurred on, prior to, or after the Closing Date.

Excluded Liabilities. Biogen shall retainNotwithstanding any provision in this Agreement or any other writing to the contrary, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller or any Affiliate of Seller (or any predecessor owner of all or part of its business and assets) of whatever nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any none of the following shall be Assumed Liabilities for the purposes of Biogen and its Affiliatesthis Agreement: (a) except for Taxes expressly assumed by Buyer pursuant to Article 9 hereof, any Liability attributable to any asset, property or right that is not included in the Purchased Assets; (b) any Liability attributable to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Date; (c) and all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or any liabilities and obligations of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, Seller for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periodsTaxes, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding and including any Transfer Taxes sales taxes due in any jurisdiction with respect to periods prior to the Closing Date; (b) any liabilities or obligations for transaction related bonuses described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required Schedule 3.17(f); (c) any contractual or other liability owed by Seller to be withheld ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company and any other liability or deducted by applicable Law obligation related to Seller’s costs and expenses incurred in connection with the transactions contemplated by this Agreement; (d) any liability arising prior to closing with respect to an Assumed Plan to the extent that such liability (i) arises with respect to a fiduciary breach under ERISA or a nonexempt prohibited transaction under ERISA or the Code, (ii) gives rise to a penalty under ERISA or the Code or (iii) relates to benefits determined by a court to be available under an Assumed Plan but not covered by any underlying insurance contract in effect as of the date the events giving rise to the benefit claim arose; (e) any Environmental Liabilities; (f) any liability relating to any claim brought by ▇▇▇▇▇ ▇▇▇▇▇, whether or not currently pending, in any governmental agency or tribunal; and (g) any liability or obligation relating to an Excluded Asset.

Excluded Liabilities. Biogen shall retainNotwithstanding any other provision of this Agreement to the contrary, the Buyer is not assuming, and the Seller shall be responsible for payingpay, performing perform, discharge or otherwise satisfy, the following liabilities and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than the Assumed Liabilities obligations (the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliates:): (a) any Liability all Taxes arising from or with respect to the Transferred Assets or the operation of the Systems that are incurred in or attributable to any assetperiod, property or right that is not included any portion of any period, ending on or prior to the Closing Time (except as otherwise provided in the Purchased Assetsthis Agreement); (b) any Liability attributable liability specifically retained by the Seller pursuant to Section 5.4 arising in respect of or relating to the research, development or other activity conducted by Biogen System Employees or any Affiliate related to the Acquired Antibody on or prior to the Effective DateEmployee Plan, including all liabilities for Retention Bonuses, if any; (c) all Liabilities arising any liability or obligation accruing under the Assigned Contracts or otherwise out of the conduct or operation of the Systems or ownership or use of the Transferred Assets prior to the Effective Date Closing Time unless and to the extent that (1) assumed under Section 2.3 or (2) such Liabilities liability or obligation is offset by an asset or any post-Closing income related thereto; (d) any indebtedness of the Seller for borrowed money or guarantees thereof outstanding as of the Closing Time; (e) any liability or obligation relating to an Excluded Asset (including any liability under any Excluded Contract (except for liabilities for Launch Fees or other advance promotional payments under any Programming Agreement)) or any other Excluded Liability; (f) any liability or obligation (whether known or unknown) arising under any Environmental Laws or relating to any Hazardous Substances, except to the extent the facts, events or circumstances underlying such liability or obligation is first created by the Buyer’s operation of the Systems or the Transferred Assets from and after the Closing or are not attributable to facts, events or circumstances created or first occurring after the Closing and, notwithstanding anything to the contrary in this Agreement, irrespective of whether such liability or obligation attaches to the Seller, any failure System, or Buyer or any of their respective Affiliates in the first instance; (g) all liabilities and obligations (A) relating to or arising under any “employee benefit plan” (as defined in Section 3(3) of ERISA) or any other benefit plan, program or arrangement (including any Employee Plan) at any time maintained, sponsored or contributed to by Kiniksa the Seller or any ERISA Affiliate, or with respect to which Seller or any ERISA Affiliate has any current or potential liability or obligation, or (B) pertaining to the employment by, or termination from employment with, the Seller or any ERISA Affiliate, of any individual (including any Transferred Employee), including any liability or obligation relating to payroll, workers’ compensation or unemployment benefits, other than any such liability or obligation expressly and to the extent included in Assumed Liabilities; (h) any liability arising out of or relating to any employee grievance that arises out of or relates to any event or occurrence prior to the Closing, whether or not the affected System Employees are hired by the Buyer; (i) any liability or obligation owing (i) by any System to the Seller or its Affiliates or Related Persons or (ii) by the Seller to any of its Affiliates or Related Persons; (j) any liability to comply distribute to any stockholders of the Seller, or otherwise apply, all or any part of the consideration received hereunder; (k) any liability arising out of any legal proceeding pending as of the Closing; (l) any liability arising out of any legal proceeding commenced after the Closing and arising out of or relating to any occurrence or event happening prior to the Closing; (m) any liability arising out of or resulting from (A) compliance or noncompliance by the Seller or any System (during periods prior to Closing) with any Law or (B) any tort or act of infringement committed by the Seller or any System (during periods prior to Closing); (n) any liability of the Seller under this Agreement or any other document executed in connection with the terms thereof Transaction; (o) any liability of the Seller based upon acts or omissions of the Seller occurring after the Effective DateClosing; and (dp) all Taxes imposed on any liability for fees, costs and expenses incurred by the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen Seller or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law System in connection with the transactions contemplated by this Agreement and the Ancillary Agreement.

Excluded Liabilities. Biogen shall retainNotwithstanding any provision in this Agreement to the contrary, and shall be responsible except for payingthe Assumed Liabilities, performing and discharging when due, and Kiniksa the Buyer shall not assume or have be obligated to pay, perform or otherwise discharge any responsibility for paying, performing or discharging, any other Liabilities of Biogen any Company Seller. From and its Affiliates other than after the Closing, each Company Seller shall remain liable for and shall pay, perform and discharge when due all of such Company Seller’s Liabilities that are not specifically included in the Assumed Liabilities (the “Excluded Liabilities”). Without limiting , including, but not limited to, the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliatesfollowing: (ai) all Liabilities of each Company Seller under or related to the Excluded Assets, including all Liabilities of each Company Seller under or related to the Excluded Contracts; (ii) all Liabilities of each Company Seller arising from the breach or default (or any act or omission by each Company Seller which, with or without notice or lapse of time or both, would constitute a breach or default) prior to the Closing of any term, covenant or provision of any Contract; (iii) (A) all Liabilities for Taxes with respect to the Business or Acquired Assets for all periods (or portions thereof) prior to the Effective Time, (B) any Liability attributable to of each Company Seller for income, transfer, sales, use, and other Taxes arising in connection with the consummation of the transactions contemplated hereby (including any assetincome Taxes arising because the Company Sellers are transferring the Acquired Assets), property and (C) any Liability of any Company Seller for the unpaid Taxes of any Person under Reg. §1.1502-6 (or right that is not included in the Purchased Assetsany similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; (biv) all Liabilities of each Company Seller now existing or which may hereafter exist by reason of any Liability attributable violation or alleged violation of any Card Association Rules or Laws, including but not limited to any Laws with respect to the researchtermination of employment or period of service of any employee or independent contractor employed or retained by the Company Sellers, development or other activity conducted by Biogen or any Affiliate of their Affiliates, before or at the time of the Closing, or by an employee or independent contractor of any Company Seller in which the Company Seller is alleged to be responsible for the acts or omissions of any such Person, relating to the ownership, use or operation of the Acquired Assets or the Business prior to the Closing; (v) all Liabilities of each Company Seller arising out of or relating to any Proceeding against each Company Seller or any of their employees or agents to the extent (A) resulting from any acts or omissions which occurred prior to the Closing, (B) in respect of the operation of the Business to the extent such litigation or claim related to the Acquired Antibody operation of the Business on or prior to the Effective Closing Date, or (C) with respect to any Excluded Assets; (cvi) all Liabilities arising out of or related to any Employee Benefit Plan of a Company Seller or relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee equity incentive or profit sharing plans, health care plans or benefits, or any other Employee Benefit Plans of a Company Seller or benefits of any kind for each Company Seller’s employees or former employees or both; (vii) any Liability or obligation under any employment, severance, retention or termination agreement with any employee of the Assigned Contracts Company Sellers; (viii) all Liabilities arising out of or relating to violations of any Environmental Laws arising from or relating to the operation of the Business of any Company Seller prior to the Closing, or the Company Sellers’ or any of their predecessor’s leasing, ownership, utilization or operation prior to the Closing of any real property, whether owned or leased; (ix) any Liability to any taxing authority arising out of Laws applicable to bulk sales transactions and any Liability arising out of non-compliance with such bulk sales Laws; (x) any Liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of the Company Sellers; (xi) any Liability arising out of or relating to the products of the Company Sellers to the extent sold prior to the Effective Date Time; (xii) subject to the extent that such terms, covenants, conditions and limitations in the Indemnification Agreement, any Liabilities are arising as a result of the breach of any representation or warranty hereunder by the Company Sellers or the Shareholders; (xiii) any Liability of any Company Seller to distribute to the Shareholders or otherwise apply all or any part of the consideration received hereunder; (xiv) all obligations of the Company Sellers for borrowed money, including, but not attributable limited to, Indebtedness; (xv) all Liabilities of any Company Seller related to any failure Company Seller’s or Del Monte’s participation in or exit from a group captive insurance program; (xvi) all Liabilities arising out of or relating to the termination of employment or period of service of any employee or independent contractor employed or retained by Kiniksa the Company Sellers or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets their Affiliates, or that otherwise arise with respect arising out of or relating to the use Company Sellers’ sale of the Purchased AssetsBusiness or any of the Acquired Assets to the Buyer, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2Closing only; and (xvii) all Liabilities of Service under or related to that certain Employment Agreement, except as otherwise provided in Section 5.8.3dated May 14, all Taxes required to be withheld or deducted 2011 by applicable Law in connection with the transactions contemplated by this Agreementand between Service and T▇▇▇▇▇▇ ▇. Ports.

Excluded Liabilities. Biogen shall retainNotwithstanding any provision in this Agreement or any other writing to the contrary, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of the Seller Parties or any Affiliate of the Seller Parties (or any predecessor owner of all or part of their respective business and assets) of whatever nature whether presently in existence or arising or asserted hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the “Seller Parties or their respective Affiliates (all such liabilities and obligations not being assumed being herein referred to as the "Excluded Liabilities”"). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any none of the following shall be Assumed Liabilities for the purposes of Biogen and its Affiliatesthis Agreement: (a) any Liability attributable to any asset, property or right that is not included in the Purchased Assets; (b) any Liability attributable to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Date; (c) and all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use liabilities and obligations of the Purchased Assets, in each case, Seller Parties for any taxable period Taxes (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, Agreement); (b) except as otherwise to the extent provided in Section 5.8.32.03(b) and (e) and Article IX, any liabilities or obligations relating to employee benefits or compensation arrangements existing as of the end of the day on the day immediately preceding the Closing Date, including any liabilities or obligations under any of Seller Entity Employee Plans listed on Schedule 3.18(j): (c) any Environmental Liabilities; (d) any liability or obligation relating to an Excluded Asset; (e) any liability or obligation not incurred in the ordinary course of the Business; (f) all Taxes required Indebtedness of the Seller Entities; and (g) all liabilities of the Seller Entities resulting from Actions and Orders arising out of or related to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreementconduct of the Business prior to the Closing Date.

Excluded Liabilities. Biogen shall retainExcept as otherwise specifically provided in Section 2.2(a) and elsewhere in this Agreement, and shall be responsible for paying, performing and discharging when due, and Kiniksa Buyer shall not assume and shall in no event be liable for any liabilities, debt or have any responsibility for payingobligations of Seller, performing whether accrued, absolute, matured, known or dischargingunknown, any Liabilities of Biogen and its Affiliates other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the foregoingliquidated or unliquidated, neither Kiniksa nor its Affiliates shall be obligated to assumecontingent or otherwise, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliatesincluding without limitation: (ai) any Liability attributable to any assetAny liabilities of Seller for federal, property state, local or right that is not included foreign Taxes, except as provided in the Purchased AssetsSection 9.2; (bii) any Liability attributable to the research, development Any indebtedness or other activity conducted by Biogen obligation to ▇▇▇▇▇▇ or any Affiliate related its affiliates, including without limitation, loans, advances, tax sharing agreement obligations, obligations to accept returns of merchandise from ▇▇▇▇▇▇, and intercompany accounts; (iii) Any severance liabilities in favor of the Acquired Antibody on or employees of Seller arising prior to the Effective Closing Date; (civ) all Liabilities All liabilities resulting from, arising under out of, relating to, in the Assigned Contracts nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law, or environmental matter caused by Seller's conduct of the Gift Business prior to the Effective Date Closing Date, including without limitation those arising under Environmental, Health and Safety requirements; (v) All liabilities resulting from, arising out of, or relating to any Employee Benefit Plan for the benefit of Seller's employees; (vi) Any liabilities arising out of or related to any leased vehicles which are not currently used by active employees of Seller arising prior to the extent that such Liabilities are not attributable Closing Date; (vii) Any liabilities and obligations relating to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective DateExcluded Assets; and (dviii) all Taxes imposed on the Purchased Assets Any supplemental pension liabilities or that otherwise arise with respect obligations to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated former employees. The foregoing obligations and liabilities not assumed by this Agreement but excluding any Transfer Taxes Buyer and described in this Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with 2.2(b) are hereinafter called the transactions contemplated by this Agreement"Excluded Liabilities."

Excluded Liabilities. Biogen shall retainNotwithstanding anything in this Agreement to the contrary and except for the Assumed Liabilities, and shall be responsible for payingSeller shall, performing and discharging when due, and Kiniksa shall not assume or have without any responsibility for payingor liability of, performing or discharging, any Liabilities of Biogen and its Affiliates other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated recourse to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliates: (a) any Liability attributable to any asset, property or right that is not included in the Purchased Assets; (b) any Liability attributable to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Date; (c) all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa Buyer or any of its Affiliates directors, shareholders, officers, managers, employees, agents, consultants, representatives, affiliates, successors or assigns or persons in similar positions, absolutely and irrevocably retain any and all liabilities and obligations of any kind or nature, whether foreseen or unforeseen, known or unknown, existing or which may arise in the future, fixed or contingent, matured or unmatured of Seller, arising out of or calculated with reference to comply with the terms thereof after ownership, use or possession or the Effective Date; and (d) all Taxes imposed transfer of the Property, or the operation or conduct of the Business, prior to or on the Purchased Assets or that otherwise arise Closing Date (the "Excluded Liabilities"). The Excluded Liabilities shall include, but not be limited to: 2.4.1 Any liability of Seller for unpaid taxes (with respect to the use of Business, the Purchased Assets, in each case, Property or otherwise) for any taxable period (or portion thereof) ending on or periods prior to the Effective Closing Date; all Taxes ; 2.4.2 Any liability of Biogen or Seller for income, transfer, sales, use, and other taxes arising in connection with the consummation of the transaction contemplated hereby (including any income taxes arising because Seller is transferring the Property, because any of their subsidiaries are deemed to be transferring its assets pursuant to an election under Internal Revenue Code Section 338(h)(10), because Seller has an excess loss account in the stock of any of its Affiliates subsidiaries, or because Seller has deferred gain on any deferred intercompany transaction); provided, however, that Buyer shall be liable for any sales, use, transfer or other similar taxes or charges that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise incurred solely as a result of the transactions contemplated hereby; 2.4.3 Any liability of Seller for the unpaid taxes of any person other than any Seller under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by this Agreement but excluding contract or otherwise; 2.4.4 Any obligation of Seller to indemnify any Transfer Taxes described person by reason of the fact that such person was a director, officer, manager, employee, agent or a person in Section 5.8.2; andany other similar capacity with any Seller or was a customer or contracting party with any Seller, except or was serving at the request of any Seller as a partner, trustee, director, officer, employee, manager, agent or in any other similar capacity with another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise provided in Section 5.8.3and whether such indemnification is pursuant to any statute, all Taxes required to be withheld charter document, bylaw, agreement, or deducted by applicable Law otherwise); 2.4.5 Any liability of Seller for costs and expenses incurred in connection with this Agreement and the transactions transaction contemplated by hereby; 2.4.6 Any liability or obligation of Seller under this Agreement; 2.4.7 Any liability or obligation arising out of or relating to a matter the nondisclosure of which results in a breach of a representation or warranty of Seller contained herein; 2.4.8 All liabilities and obligations arising out of incidents or events occurring prior to the Closing Date by any person employed by Seller for payment or benefits under workers' compensation laws or any other law; 2.4.9 All liabilities and obligations arising out of claims made by any person employed by Seller in the Business for payment of costs incurred which arise out of incidents or events prior to the Closing Date under any medical insurance plan; 2.4.10 All liabilities and obligations of the Business that arise out of, result from or relate to Seller's ownership or operation of the Business for personal injury or property damage that occur or have occurred prior to the Closing Date; 2.4.11 All Seller warranty obligations unless otherwise explicitly assumed pursuant to Section 2.3; 2.4.12 All environmental liabilities resulting from or arising out of the ownership or operation of the Business, the condition of the Property or an environmental claim that a release occurred, in each case prior to the Closing Date; 2.4.13 All liabilities and obligations for contingent payments under that certain Stock Purchase Agreement, dated July 10, 1997, among Halter Marine, Inc. and the shareholders of ▇▇▇▇▇▇▇▇▇ Bond Shipyard, Inc.; 2.4.14 All liabilities and obligations under any agreement between ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Ltd. (or any of its predecessors, including ▇.▇. ▇▇▇▇▇▇▇▇ Holdings, Inc.) and either one of or both ▇.▇. ▇▇▇▇▇▇▇ Associates, Inc. (or any of its predecessors, including ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Ltd.) and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; and 2.4.15 Any liability or obligation in connection with seller's employee benefit plans (as defined in ERISA sec. 3(3), 29 USC sec. 1002(3)), including pension plans, profit-sharing and 401(k) plans, health insurance plans and all other welfare benefit plans; any non-ERISA benefits and fringe benefits. Buyer shall not be an adopting or successor employer on any such plans, nor shall Buyer have liability for any premiums, contributions, matches, or other payments of any kind.

Excluded Liabilities. Biogen Except as specifically provided in Section 1.4 hereof, Sellers shall retain, remain liable and shall be responsible for payingall liabilities or obligations of the Business or Sellers of every kind, performing nature and discharging when duedescription whatsoever, howsoever and Kiniksa shall not assume whenever arising, whether known or have any responsibility for paying, performing unknown and whether contingent or discharging, any Liabilities of Biogen matured (such liabilities and its Affiliates other than obligations being referred to herein as the Assumed Liabilities (the “"Excluded Liabilities”"). Without limiting the foregoing, neither Kiniksa nor its Affiliates Sellers expressly acknowledge and agree that the Excluded Liabilities shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of include the following Liabilities of Biogen and its Affiliatesfollowing: (a) except as related to the Ward ▇▇▇e Obligations, any Liability attributable to liabilities or obligations of either the Sellers or Maxco in respect of borrowed money, including any assetindebtedness arising out of any Debt Instrument, property loan or right that is not included in the Purchased Assetsother financing arrangement of similar nature, including any purchase-money financing or capital lease obligations; (b) any Liability attributable claim, including, without limitation, product liability or similar claims for injury to the researchperson or property, development regardless of when made or other activity conducted asserted, which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Biogen Sellers, or alleged to have been made by Sellers, or which is imposed, or asserted to be imposed, by operation of law, in connection with any Affiliate related to the Acquired Antibody service performed or product manufactured by or on or behalf of Sellers prior to the Effective Closing Date, including without limitation any claim relating to any product delivered in connection with the performance of such service and any claim seeking recovery for consequential damage, lost revenue or income; (ci) any federal, state, local or foreign taxes, assessments, interest, penalties, deficiencies, fees or other governmental charges or impositions, including, without limitation, all Liabilities arising income tax, unemployment compensation, social security, payroll, sales and use, excise, privilege, property, ad valorem, franchise, license, school and any other tax or similar governmental charge or imposition under laws of the Assigned Contracts United States or any state or municipal or political subdivision thereof or any foreign country or political subdivision thereof, payable by either of the Sellers or Maxco with respect to the business, assets, properties or operations of Sellers or Maxco or any member of any affiliated group of which either is a member for any period prior to the Effective Closing Date (" Taxes") or (ii) any federal, state, local or foreign taxes, assessments, interest, penalties, deficiencies, fees or other governmental charges or impositions incident to or arising as a consequence of the extent that such Liabilities are not attributable to any failure negotiation or consummation by Kiniksa Sellers or Maxco or any member of its Affiliates to comply with any affiliated group of which either is a member of this Agreement and the terms thereof after the Effective Date; andtransactions contemplated hereby; (d) all Taxes imposed on any liability or obligation under or in connection with any Excluded Assets; (e) any liability or obligation arising out of the Purchased Assets violation of any federal, state or that otherwise arise with respect local statute, regulation, rule, ordinance or law of other nature relating to or regulating (i) the emission, discharge or release of pollutants, contaminants, chemicals, or industrial, toxic or 8 hazardous substances or wastes into the environment (including without limitation ambient air, surface water, groundwater, or land), or (ii) the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, chemicals, or industrial. toxic or hazardous substances or wastes (collectively, " Environmental Laws"), to the use extent such liability or obligation relates to or arises out of the Purchased Assets, in each case, for any taxable period (condition of the Real Property or portion thereof) ending on or the conduct of the Business prior to the Effective Date; all Taxes of Biogen Closing. (f) any liability or any of its Affiliates that are obligation arising prior to, or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of, the Closing to any employees, agents or independent contractors of Sellers, whether or not employed by Purchaser after the transactions contemplated by this Agreement but excluding Closing, or under any Transfer Taxes described in Section 5.8.2; andbenefit arrangement with respect thereto, except as otherwise provided expressly set forth in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreement.7.1 hereof; or

Excluded Liabilities. Biogen shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa Buyer shall not assume or have any responsibility for payingand shall not be liable for, performing or discharging, any Liabilities of Biogen and Seller and its Affiliates other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates and their respective direct or indirect subsidiaries shall retain and remain solely liable for and be obligated to assumedischarge, all of their debts, contracts, agreements, commitments, obligations and neither other liabilities of them does assumeany nature whatsoever, whether known or unknown, accrued or not accrued, fixed or contingent, not expressly assumed by Buyer pursuant to the Assumption Agreement (all such liabilities and each of them hereby disclaims responsibility forobligations not being assumed being herein called the "Excluded Liabilities"), any of including without limitation, the following Liabilities of Biogen and its Affiliatesfollowing: (a) Any liability for breaches of any Liability attributable to and every applicable contract or any assetother instrument, property or right that is not included in the Purchased Assetspurchase order or any liability for payments or amounts due under any contract, agreement, lease, license, commitment or any other instrument, contract, document or purchase order; (b) Any liability or obligation for Taxes attributable for any Liability period, or attributable to or imposed upon the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Date; (c) all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, Accounts for any taxable period (or portion thereof) ending on through the Closing, including, without limitation, any Taxes attributable to or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with arising from the transactions contemplated by this Agreement; (c) Any liability or obligation for or in respect of any loan, other indebtedness for money borrowed, or account payable including any such liabilities owed to Affiliates of Seller; (d) Any liability or obligation arising as a result of any legal or equitable action, judicial or administrative proceeding or arbitration initiated at any time, to the extent relating to any action or omission by or on behalf of Seller or any and all of its Affiliates and their respective direct or indirect subsidiaries, including, without limitation, any liability for violations of federal or state securities or other laws; provided that with respect to any Accepted Representatives, or Accepted Account Agreements, Seller shall only have responsibility for any liability or obligation arising from or relating to any actions or failure to act on or prior to the Closing Date; (e) Any liability or obligations relating to a Rejected Account or Rejected Representative Agreement; (f) Any liability or obligation arising out of any "employee benefit plan," as such term is defined by the Employee Retirement Income Security Act of 1974 ("ERISA") or other employee benefit plans; (g) Any liability or obligation for making payments of any kind (including as a result of the Transfer or as a result of the termination of employment of employees, or other claims arising out of the terms and conditions of employment, or for vacation or severance pay or otherwise) to employees of Seller, its Affiliates and their respective direct and indirect subsidiaries, or in respect of payroll taxes for employees of Seller, its Affiliates and their respective direct and indirect subsidiaries; (h) Any liability or obligation for making payments of any kind with respect to the Accounts, whether to customers or other third parties, where such liability or obligation was incurred or arose prior to the Closing Date; (i) Any liabilities or obligations in respect of any Excluded Assets; and (j) Any liability or obligation of Seller incurred in connection with the making or performance of this Agreement and the transactions contemplated hereby including, but not limited to, any liability or obligation related to the failure to secure any necessary Governmental Authorizations.

Excluded Liabilities. Biogen shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa Purchaser shall not assume and shall not be deemed to have assumed or have otherwise be liable for any responsibility for payingdebts, performing Claims, obligations or discharging, any other Liabilities of Biogen and its Affiliates Seller, Parent or their respective bankruptcy estates or in respect of the Purchased Assets whatsoever other than the Assumed Liabilities assumed pursuant to Section 2.4 (the “Excluded Liabilities”), all of which shall remain the sole responsibility and obligation of Seller and/or Parent. Without Specifically, without limiting the foregoing, neither Kiniksa nor its Affiliates Excluded Liabilities shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliatesinclude: (a) any Liability attributable to any assetincome, property capital or right that is not included in the Purchased Assetscapital gains Taxes or Taxes on profits of Seller, Parent and their Affiliates including accrued income Taxes; (b) any Liability attributable other Taxes, paid, payable, collected, collectible or otherwise relating to the research, development Business or other activity conducted by Biogen or the Purchased Assets for any Affiliate related to the Acquired Antibody on or period prior to the Effective DateClosing; (c) all Liabilities arising under the Assigned Contracts prior relating to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; andExcluded Assets; (d) all Taxes imposed on the Purchased Assets payables to Parent or that otherwise arise any of its Affiliates; (e) all Liabilities associated with Seller’s and Parent’s Bankruptcy Case; (f) any of Seller’s or Parent’s Liabilities under this Agreement; (g) all Claims and Encumbrances; (h) all Liabilities arising out of, relating to or with respect to employees, including Claims relating to employee severance and termination; (i) all Liabilities to customers arising out of, relating to or with respect to the use PurestockX subscription service; (j) any of Seller’s or Parent’s Liabilities arising by reason of any violation or alleged violation of any law or any requirement of any governmental authority or by reason of any breach or alleged breach of any contract, permit, license judgment, order or decree, regardless of when any such violation or breach is asserted; (k) any of Seller’s or Parent’s Liabilities relating to claims for loss and/or damage to original and/or duplicate materials relating to any Image (including, without limitation, photographic negatives, transparencies, prints, artwork, digital image files and digital media) by the owners or the agents of such owners of such materials; (l) any of Seller’s or Parent’s Liabilities relating to claims for breach of copyright, model rights, tangible property rights or intellectual property rights related to any licensing, distribution or publication of the Purchased AssetsImages that occurred prior to Closing; (m) any of Seller’s or Parent’s Liabilities relating to claims for breach of any express or implied warranty, in each casepersonal injury, for damage to property or other loss based upon or arising out of the sale and distribution of products or the provision of services by Seller or Parent; and (n) any taxable period (other Liability of Seller or portion thereof) ending on Parent that is not expressly assumed pursuant to Section 2.4 including without limitation any Liabilities or obligations arising out of transactions entered into at or prior to the Effective Date; all Taxes of Biogen Closing, any action or inaction at or prior to the Closing or any state of its Affiliates that are fact existing at or may become payable with respect prior to all taxable periodsthe Closing, including any Liability for such Taxes that arise as a result regardless of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreementwhen asserted.

Excluded Liabilities. Biogen Purchaser shall retainnot assume, and shall pay, or in any way be liable or responsible for payingany debts, performing and discharging when dueliabilities or obligations of Sellers, and Kiniksa shall IP Seller or the Business unless expressly assumed in this Agreement including but not assume or have any responsibility for payinglimited to the following exclusions (collectively, performing or discharging, any Liabilities of Biogen and its Affiliates other than the Assumed Liabilities (the “"Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliates:"): (a) any Liability attributable liability or obligation of Sellers or IP Seller under this Agreement or any liability or obligation of Sellers or IP Seller to any assetattorneys, property accountants, brokers, or right that is not included in the Purchased Assetsothers for services rendered or expenses incurred by or on their behalf; (b) except as otherwise provided in Section 3.1 hereof or in Section 6.1 hereof, any Liability attributable wages, salary, severance, bonuses, commissions, vacation or holiday pay, post retirement medical benefits, fringe benefits, long-term disability benefits, life insurance benefits, any duties, obligations or liabilities arising under any employee benefit plan, policy or practice, whether defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended and in effect ("ERISA") or otherwise, relating to the research, development employees of the Business or other activity conducted by Biogen amounts due to any employees or any Affiliate related to former employees of the Acquired Antibody Business which accrue on or prior to the Effective Closing Date; (c) all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa liabilities and obligations of Sellers or IP Seller for any of its Affiliates to comply with the terms thereof after the Effective Date; and Taxes (das defined in Section 4.1.6(a)(i) all Taxes imposed on the Purchased Assets or that otherwise arise hereof) with respect to the use operations of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending Business on or prior to the Effective Closing Date; (d) any violation, liability, penalty, cost, damage, fine, order, judgment or obligation under Environmental Laws (as defined in Section 4.1.15 hereof) to the extent they arise out of acts or omissions occurring on or prior to the Closing Date; (e) any indebtedness for borrowed money; all Taxes of Biogen or any of its Affiliates that are or may become payable and (f) [**] with respect to all taxable periods[**] and [**], including including, without limitation, pursuant to any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld [**] or deducted by applicable Law in connection with the transactions contemplated by this Agreement[**] or [**].

Excluded Liabilities. Biogen shall retainNotwithstanding any provision in this -------------------- Agreement or any other writing or commitment (written or oral) to the contrary, ACI is not assuming any debt, liability or obligation of the Seller (or any predecessors of the Seller or any prior owners of all or part of its businesses and shall be responsible for payingassets) of whatever nature, performing and discharging when duewhether presently in existence or arising hereafter, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than the assumption by ACI of the Assumed Liabilities Liabilities. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller (all such liabilities and obligations not being assumed being herein referred to as the “"Excluded Liabilities”"). Without limiting Notwithstanding anything to the foregoingcontrary in Section 2.03, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any none of the following ------------ shall be Assumed Liabilities for the purposes of Biogen and its Affiliatesthis Agreement: (a) any Liability attributable intercompany payables or other liabilities or obligations of the Seller to any asset, property or right that is not included in the Purchased Assetsof its Affiliates; (b) any Liability attributable of Seller's Employee Liabilities, any liability or obligation under or with respect to the researchany Employee Plan or Benefit Arrangement, development or other activity conducted by Biogen or any Affiliate other liability or obligation related to employees of the Acquired Antibody on Seller, whether written or prior to the Effective Dateoral; (c) all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa liability or obligation for Designated Chapter 11 Costs and any of its Affiliates to comply with the terms thereof after the Effective Date; andcontracts related thereto; (d) all Taxes imposed on the Purchased Assets any liability or that otherwise arise obligation for indebtedness for borrowed money or evidenced by bonds or notes (including accrued interest and fees with respect thereto); (e) any liability in respect of Taxes for which the Seller is liable pursuant to the use of the Purchased Assets, in each case, for Section 14.03(a)(i); ------------------- (f) any taxable period (liability or portion thereof) ending on or prior obligation relating to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreement.an Excluded Asset;

Excluded Liabilities. Biogen shall retainNone of the Acquiring Entities shall, and shall be responsible for payingeither directly or through the purchase of the Acquired Shares, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for payingobligation to pay, performing discharge or discharging, perform any Liabilities Liability of Biogen and its Affiliates the Relevant Entities other than the Assumed Liabilities. Subject to the provisions of Section 1.3 above, the following Liabilities of the Relevant Entities (the “Excluded Liabilities”). Without limiting ) are not part of the foregoingsale and purchase contemplated by this Agreement, neither Kiniksa nor its Affiliates are excluded from the Assumed Liabilities and shall be obligated to assume, retained or assumed by the Selling Entities and neither of them does assume, and each of them hereby disclaims be the sole responsibility for, any of the Selling Entities following Liabilities of Biogen and its Affiliatesthe Closing: (a) any Liability attributable of any of the Relevant Entities arising out of or relating to any asset, property or right that is not included in the Purchased Excluded Assets; (b) any Liability attributable to Indebtedness of any of the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective DateRelevant Entities; (c) all Liabilities arising under any Liability for (i) Taxes which shall have resulted from their operation of the Assigned Contracts Business or ownership of any of the Acquired Assets prior to the Effective Date to the extent that such Liabilities are not attributable to Closing and (ii) any failure by Kiniksa income, profits, capital gains or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that other similar Tax liability which shall arise as a result of the transactions contemplated by sale of the Acquired Assets pursuant to this Agreement but excluding Agreement; (d) any Transfer Taxes described Liability to distribute to the Selling Entities’ respective shareholders, or otherwise apply, all or any part of the Purchase Price; (e) any Liability of any of the Relevant Entities to indemnify any officer, director, employee or agent of any of the Relevant Entities with respect to any events occurring prior to Closing, or to reimburse or advance expenses in Section 5.8.2connection therewith; (f) any Liability arising out of any Litigation pending as of the Closing; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by (g) any Liability under this Agreement, the Ancillary Agreements or any other Contract between any of the Selling Entities and any of the Acquiring Entities.

Excluded Liabilities. Biogen shall retainNotwithstanding any other provision of this Agreement to the contrary, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than Purchaser is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller of whatever nature, whether known or unknown, absolute, contingent, presently in existence or arising hereafter and whether or not related to the Purchased Assets or the Business, including, without limitation, any liability or obligation of Seller to, or in any way connected with, any present or former employees, whether full-time, part-time, temporary, seasonal, in laid-off or inactive status, contingent/contract, leased, or otherwise, of Seller (and their respective spouses, dependents, and heirs or assigns), including, without limitation, (i) all liabilities and obligations under any Seller Benefit Plan; (ii) all liabilities and obligations in connection with and with respect to the WARN Act or any other applicable state or federal law relating to plant closings or mass layoffs; (iii) all liabilities and obligations of Seller relating to present or former employees who are receiving as of the Closing Date, or who are or could become eligible to receive, any benefits of any kind arising out of or related in any way to the employment of persons by the Seller, including, without limitation, short- or long-term disability benefits or benefits under applicable unemployment compensation laws; (iv) all liabilities and obligations to present or former employees arising out of or related in any way to their respective employment with the Seller and the termination thereof; (v) all liabilities and obligations to present or former employees arising out of or related in any way to claims under any federal or state statute, regulation, common law, or public policy, including, but not limited to, The Civil Rights Act of 1866; The Civil Rights Act of 1871; The Civil Rights Act of 1991; ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act; the Older Workers Benefits Protection Act; the Americans with Disabilities Act; ERISA; COBRA; the National Labor Relations Act of 1935; the Equal Pay Act of 1964; the Family and Medical Leave Act; and the Fair Labor Standards Act; (vi) any liabilities and obligations of Seller to any unions or any other similar law; and (vii) all liabilities for Taxes (whether federal, state, local or foreign), including Taxes incurred in respect of or measured by (1) the sales of goods or services by Seller, (2) the wages or other compensation paid by Seller to its employees, (3) the value of Seller’s property (personal as well as real property), (4) the income of Seller earned on or realized prior to the Closing Date, and (5) any gain and income from the sale of the Purchased Assets. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliates: (a) any Liability attributable to any asset, property or right that is not included in the Purchased Assets; (b) any Liability attributable to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Date; (c) all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreement.

Excluded Liabilities. Biogen Notwithstanding any provision in this Agreement to the contrary, except solely for the Assumed Liabilities, Buyer shall retainnot assume, be required to pay, perform or discharge, or be liable for any Liabilities of any Seller, of whatever nature, whether presently in existence or arising hereafter, whether or not related to the Business or the Purchased Assets, whether absolute, accrued, contingent or otherwise, liquidated or unliquidated, due or to become due, known or unknown, matured or unmatured, direct or indirect, and however arising, whether existing prior to or on the Closing Date or arising thereafter as a result of any act, omission, or circumstances taking place prior to the Closing, and Sellers shall retain and be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any all Liabilities of Biogen and its Affiliates a Seller other than solely the Assumed Liabilities, including the following (the Liabilities (described in this Section 2.04 collectively, the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliates:): (a) all Liabilities for any Liability Taxes (in each case, other than (x) Liabilities for Taxes of any Purchased Entity, or (y) Transfer Taxes for which Buyer is liable pursuant to Section 7.06(a) of this Agreement, or (z) Specified Sales Taxes, (i) arising from or with respect to the Purchased Assets, the Assumed Liabilities or the operation of the Business that are attributable to any assetPre-Closing Tax Period (including, property with respect to any Taxes arising in a Straddle Period, the portion of such Taxes that are allocable to the Seller under Section 7.06(c), (ii) imposed on or right with respect to the Excluded Assets or Excluded Liabilities, (iii) of any Seller or any Affiliate (other than a Purchased Entity) or predecessor of Seller for any period, including Taxes of Seller or any Affiliate (other than a Purchased Entity) or predecessor of Seller that is not included in could become a liability of, or be assessed or collected against, Buyer or any of its Affiliates (including the Purchased Entities), or that could become an Encumbrance on the Purchased Assets, (iv) for which Seller or any of its Affiliates (other than a Purchased Entity) would be liable as a result of being a member of an affiliated, consolidated, combined or unitary group on or prior to the Closing Date, pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar Law, and (v) arising in connection with the transactions contemplated by this Agreement (other than Transfer Taxes for which Buyer is liable pursuant to Section 7.06(a) of this Agreement); (b) any Liability attributable to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective DateReserved; (c) all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; andExcluded Contract, other than those described in Section 2.02(l); (d) all Taxes imposed on the Liabilities of Sellers for Indebtedness, including any intercompany Indebtedness among Sellers or due from a Purchased Assets Entity to a Seller; (e) all Liabilities relating to any accounts payable other than those specifically identified by Buyer as an Assumed Liability; (f) all Liabilities and other obligations of Sellers relating to or that otherwise arise arising from any Collective Bargaining Agreement (except as required by applicable Law); (g) all Liabilities associated with Service Providers who do not become Transferred Employees, other than, with respect to any such Service Providers, (i) I▇▇▇ ▇▇▇▇▇▇, (ii) Post-Closing COBRA Liabilities and (iii) Post-Petition Wages; (h) all Liabilities arising out of, relating to, or with respect to any notice pay or benefits and claims under the use of the Purchased Assets, in each case, for WARN Act with respect to any taxable period (current or portion thereof) ending former Service Provider arising on or prior to the Effective Closing Date; ; (i) all Taxes of Biogen Service Provider Agreements and Seller Plans (other than the Assumed Plans and Agreements and the Purchased Entities’ Plans), and Liabilities arising out of, relating to or any of its Affiliates that are or may become payable with respect to any Service Provider Agreement or any Seller Plan (other than the Assumed Plans and Agreements and the Purchased Entities’ Plans); (j) all taxable periodsLiabilities arising out of, relating to, or with respect to any bonus or other incentive compensation arrangement of Sellers, including, without limitation, the accrued, but un-paid, 2022 annual incentive bonuses; (k) all Liabilities arising out of, relating to, or with respect to any Service Provider’s accrued paid time off under any vacation or other paid time off policy or similar arrangement of Sellers (the “PTO Liabilities”); (l) all Ordinary Course current Liabilities of the Sellers attributable to the ownership or operation of the Purchased Assets in respect of the period following the Petition Date and prior to the Closing other than those set forth in Section 2.02(m), Section 2.02(n), 2.02(o), 2.02(p), and 2.02(q); (m) all Liabilities arising in connection with any violation of any applicable Law relating to the period prior to the Closing; (n) all Liabilities of Sellers to their equity holders; (o) all Liabilities arising out of relating to any business or property formerly owned or operated by any of the Sellers, any affiliate or predecessor thereof, but not presently owned and operated by the Sellers; (p) all Liabilities of Sellers arising under or pursuant to any Environmental Health and Safety Requirements, including with respect to any real property owned, operated, leased or otherwise used by Sellers, whether or not used in the Ordinary Course, including any Liability Liabilities for such Taxes that arise noncompliance with any Environmental Health and Safety Requirements (including the Release of Hazardous Materials), in each case to the extent arising as a result of any act, omission, or circumstances taking place on or prior to the transactions contemplated Closing, whether known or unknown as of the Closing; (q) all Liabilities arising out of, relating to or with respect to any Order or Proceeding involving, against or affecting, any Purchased Asset (i) commenced, filed, initiated or threatened as of the Closing or (ii) relating to facts, events or circumstances arising or occurring prior to the Closing; (r) any obligation of any Seller to indemnify any Person by this Agreement but excluding reason of, or in connection with, the fact that such Person was a director, officer, manager, employee or agent of such Seller or any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, Purchased Entity or any other Person; (s) all Taxes required to be withheld Liabilities for: (i) costs and expenses incurred or deducted by applicable Law owed in connection with the administration of the Chapter 11 Cases by Sellers; and (ii) all costs and expenses incurred in connection with the negotiation, execution and consummation of the transactions contemplated under this Agreement by this AgreementSellers; (t) all Liabilities arising out of, relating to or with respect to any Proceedings whether in existence prior to, at the Closing Date or arising thereafter relating to Sellers or the Excluded Assets; (u) all Capped Assumed Liabilities, other than Buyer’s payment obligation in respect of Capped Assumed Liabilities up to the Accrued Liabilities Cap; and (v) all other Liabilities of Sellers that are not expressly included as Assumed Liabilities or that relate to any Excluded Asset, whether arising prior to or after the Closing.

Excluded Liabilities. Biogen MedImmune shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa Licensee shall not assume or have any Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. responsibility for paying, performing or discharging, any Liabilities of Biogen MedImmune and its Affiliates other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa Licensee nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen MedImmune and its Affiliates: (ai) any Liability attributable to any tangible asset, property or right that is not included in the Purchased Assets; (bii) any Liability attributable to the research, development or other activity conducted by Biogen MedImmune or any Affiliate related to the Acquired Antibody Product on or prior to the Effective Date; (c) all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; and (diii) any and all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; , and all Taxes of Biogen MedImmune or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreement.

Excluded Liabilities. Biogen shall retainNotwithstanding any provision in this Agreement or any other writing to the contrary, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Parent or Sellers (or any predecessor of Parent or Sellers or any prior owner of all or part of Parent or Seller’s businesses and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the applicable Seller (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting , and, notwithstanding anything to the foregoingcontrary in Section 2.03, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any none of the following shall be Assumed Liabilities for the purposes of Biogen and its Affiliatesthis Agreement: (a) any Liability attributable liability or obligation under or with respect to any asset, property Contract or right that is not included in Permit required by the Purchased Assetsterms thereof to be discharged on or prior to the Effective Time; (b) any Liability attributable liability or obligation for which the applicable Seller has already received the partial or full benefit of the asset to which such liability or obligation relates, but only to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Dateextent of such benefit received; (c) all Liabilities any liability or obligation for borrowed money including interest and fees; (d) any liability or obligation relating to or arising under out of any of the Assigned Contracts Excluded Assets; (e) any Environmental Liabilities; (f) any liability or obligation relating to vacation, bonuses and other employee-related benefits including either Seller stay bonuses pursuant to Section 8.07 earned or put into effect prior to the Effective Date to the extent that such Liabilities are not attributable to Closing Date; (g) any failure by Kiniksa Tax liability or any of its Affiliates to comply with the terms thereof after the Effective Dateobligation (except as expressly provided in Section 9.02); and (dh) all Taxes imposed on the Purchased Assets any liability or that otherwise arise with respect obligation relating to the use or arising out of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this AgreementEmployee Plan.

Excluded Liabilities. Biogen shall retainExcept for Assumed Liabilities as expressly provided in Section 2.2(a) above, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall Purchaser will not assume or have any responsibility be liable for paying, performing or discharging, any Liabilities of Biogen and its Affiliates Seller or any other Liabilities whatsoever related to the Business and/or the Excluded Assets (all such Liabilities, other than the Assumed Liabilities (Liabilities, the “Excluded Liabilities”). Without limiting the generality of the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assumethe “Excluded Liabilities” include, and neither of them does assumewithout limitation, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its AffiliatesLiabilities: (ai) all Liabilities in respect of any Included Contract as a result of (A) any Liability attributable to any assettransaction, property status, event, condition, occurrence or right that is not included in the Purchased Assets; (b) any Liability attributable to the researchsituation existing, development occurring or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody arising on or prior to the Effective Closing Date, (B) any breach of any Contracts occurring on or prior to the Closing Date, (C) any violation of law, breach of warranty, tort or infringement occurring on or prior to the Closing Date, or (D) any charge, complaint, action, suit or other Proceeding related to any of the matters or items described in (A), (B) or (C) of this subclause (i); (cii) (A) all Liabilities arising under the Assigned Contracts prior liabilities relating to the Effective Date to the extent that such Liabilities are not Taxes attributable to any failure or imposed upon Seller (or for which Seller may otherwise be liable, including as a transferee, successor, by Kiniksa contract or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each caseotherwise), for any taxable period Pre Closing Tax Period (or portion portions thereof) ending on or prior to the Effective Closing Date; , except as provided in Section 8.1(a), (B) all liabilities and obligations relating to Taxes of Biogen attributable or any of its Affiliates that are imposed on or may become payable with respect to the Purchased Assets for any Pre-Closing Tax Period (including, in each case and without limitation, all taxable periods, including any Liability liabilities of Seller for such Taxes that arise as a result of related to the transactions contemplated by this Agreement but excluding or thereafter), (C) all liabilities of Seller for the unpaid Taxes of any Transfer Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), by contract, as a transferee or successor, or otherwise, and (D) any liability for Taxes described in Section 5.8.2; and, except of another Person as otherwise provided in Section 5.8.3, a result of a contract or agreement entered into on or prior to the Closing; (iii) all Taxes required to be withheld or deducted Liabilities of Seller for costs and expenses incurred by applicable Law Seller in connection with the negotiation, documentation and consummation of the transactions contemplated hereby; (iv) all Liabilities of Seller under or pursuant to the Transaction Documents; (v) all Liabilities arising out of or relating to the Excluded Assets; (vi) any Liability or obligation arising out of, relating to, resulting from or caused by any transaction, status, event, condition, occurrence or situation existing, arising or occurring in connection with the ownership or operation of the Business and/or the Purchased Assets on or prior to the Closing, including, but not limited to, any Liabilities arising in connection with the employment, engagement, or service with, or termination of employment, engagement, or service from, Seller or any of its Affiliates of any Person (including Liabilities arising in connection with the employment, engagement or termination of any Transferred Employee on or prior to the Closing); (vii) any Liability to any current or former equityholder of Seller; (viii) all Liabilities arising out of or relating to any Seller Plan including, for greater certainty and without limiting the generality of the foregoing, any Liability or obligation arising out of, relating to, resulting from or caused by the sponsorship or administration of any Seller Plan or the participation of Seller or any Transferred Employee in any Seller Plan, and any Liability at any time arising under, pursuant to, in respect of, resulting from, attributable to, or in connection with any Seller Plan including under any related contract, agreement, plan or insurance policy, and the sponsorship of and any Liability at any time arising under, pursuant to or in connection with any Plan or any other compensation or benefit program, plan, policy, Contract, agreement or arrangement at any time maintained, sponsored, contributed or required to contributed to by any of Seller’s Affiliates or with respect to which Seller or any of its Affiliates has any Liability; (ix) all Liabilities for any Indebtedness of Seller or the Business (including under any Contract evidencing or relating to any such Indebtedness); (x) all warranty or product liability claims to the extent related to, associated with or arising out of the ownership, operation, use or control of the Purchased Assets prior to the Closing; (xi) any and all Liabilities and obligations relating to any businesses retained by Seller and/or any of its Affiliates, including as may relate to or arise from the conduct of their respective business(es) from and after the date Closing Date; (xii) any Liability expressly set forth in Schedule 2.2(b); and (xiii) all Liabilities and obligations with respect to any of the matters and/or Contracts set forth on Schedule 2.2(b)(xi). For purposes of this AgreementSection 2.2(b), “Seller” shall be deemed to include any predecessors to Seller and any Person with respect to which Seller is a successor in interest (including by operation of law, merger, liquidation, consolidation, assignment, assumption or otherwise).

Excluded Liabilities. Biogen Notwithstanding any provision in this Agreement to the contrary, Buyer shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than only the Assumed Liabilities and neither Buyer nor any of its Affiliates shall assume any other liability or obligation of Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller or its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting , and, notwithstanding anything to the foregoingcontrary in Section 2.03, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any none of the following shall be Assumed Liabilities for the purposes of Biogen and its Affiliatesthis Agreement: (a) any Liability attributable liability or obligation under or with respect to any assetAssumed Contract, property Permit, Governmental Order, or right that is not included in Real Property Lease required by the Purchased Assetsterms thereof to be discharged prior to the Effective Time or as set forth on Schedule 2.04(a); (b) any Liability attributable liability or obligation for which the ▇▇▇▇▇▇▇▇▇▇ Company, Seller or any of their respective Affiliates has already received or will receive the partial or full benefit of the Station Asset to which such liability or obligation relates, but only to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Dateextent of such benefit received; (c) all Liabilities the liability related to the Indebtedness of Seller or any of its Affiliates, including, without limitation, as set forth on Schedule 2.04(c); (d) any liability or obligation relating to or arising under out of any of the Assigned Contracts Excluded Assets; (e) any liability with respect to Excluded Employees and Employees who are not Transferred Employees; (f) any Tax liability or obligation (i) relating to Pre-Closing Tax Periods (except as expressly provided for in Section 9.02), (ii) imposed on or payable by or with respect to Seller (except as expressly provided in Section 9.02), or (iii) for which Seller is otherwise liable pursuant to Section 9.05; (g) any liability to indemnify, reimburse or advance amounts to any officer, member, Employee or agent of Seller, or any Affiliate thereof, other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (h) the liabilities and obligations arising or with respect to the operation of the Station, including the owning or holding of the Station Assets, prior to the Effective Date to the extent that such Liabilities are not attributable to Time (excluding any failure liability or obligation expressly assumed by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective DateBuyer hereunder); and (di) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use any liability of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen Seller under this Agreement or any of its Affiliates that are or may become payable with respect to all taxable periodsdocument executed in connection therewith, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this AgreementAncillary Agreements.

Excluded Liabilities. Biogen shall retainExcept as provided in Section 1.2 above with respect to the Assumed Liabilities, and shall be responsible for paying, performing and discharging when due, and Kiniksa Buyer shall not assume or have become responsible for any responsibility for payingof Seller’s duties, performing obligations or dischargingliabilities, any Liabilities of Biogen and its Affiliates other than the Assumed Liabilities whether known or unknown, fixed or contingent or arising from contract, tort or otherwise (the “Excluded Liabilities”). Without limiting For the foregoingavoidance of doubt, neither Kiniksa nor its Affiliates the Excluded Liabilities shall be obligated include any and all of Seller’s duties, obligations or liabilities arising from or related to assume, any Coronavirus Relief Program and neither any and all Taxes (or the non-payment thereof): (i) imposed on or payable in respect of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliates: (a) any Liability attributable to any asset, property or right that is not included in the Purchased Assets; (b) any Liability attributable to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Date; (c) all Liabilities arising under the Assigned Contracts prior to the Effective Date Assets to the extent that such Liabilities Taxes are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending that ends on or before the Closing Date; and (ii) of any person imposed on or payable in respect of the Seller Parties, whether as a transferee or successor, by contract or pursuant to any Law or otherwise, which Taxes relate to an event or transaction occurring on or prior to the Effective Closing Date; all Taxes , in each instance regardless of Biogen or whether any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise are reflected or shown as a result due or payable on any Tax return, and regardless of whether any such Taxes are assessed, payable or due prior to, on or after the transactions contemplated by this Agreement but excluding Closing Date. The Excluded Liabilities shall also include any Transfer Taxes described in Section 5.8.2; andand all of Seller’s duties, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld obligations or deducted by applicable Law liabilities arising from or in connection with any change in control, accrued payroll, commissions, and benefits, 401k and profit sharing, retention, bonus, termination, severance, paid time off, or other Plan. To the transactions contemplated by this Agreementextent Seller maintains annual bonus or similar plans for non-Owner employees and such items are paid annually, Seller will be responsible for their pro rata share of the liability which shall be reflected as a current liability of the Seller for purposes of calculation of Working Capital.

Excluded Liabilities. Biogen shall retainNotwithstanding any provision in this Agreement or any other writing to the contrary, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than Buyer is assuming only the Assumed Liabilities and is not assuming any other Liability of Seller or any Affiliate of Seller (or any predecessor owner of all or part of its business and assets) or the Business of whatever nature whether presently in existence or arising or asserted hereafter, including but not limited to, any debt owed by Seller to any party and all such other Liabilities of Seller shall be retained by and remain obligations and liabilities of Seller or its Affiliates (all such Liabilities of Seller not being assumed are referred to as the “Excluded Liabilities”). Without limiting the generality of the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its AffiliatesSeller shall be Excluded Liabilities for the purpose of this Agreement, all Liabilities of Seller: (a) relating to or arising under or in connection with any Liability attributable Plan, any “employee benefit plan” (as each is defined herein), or any other benefit plan, program or arrangement of any kind at any time maintained, sponsored or contributed or required to be contributed to by Seller or any Person that is or has ever been under common control, or that is or has ever been treated as a single employer, with Seller under the Code (“ERISA Affiliate”) or with respect to which Seller or any ERISA Affiliate has any Liability, including but not limited to, any accrued obligations owed or owing to any assetPerson, property or right that is including but not included in limited to, the Purchased Assetsemployee benefits listed on Schedule 2.5(a); (b) any Liability attributable pertaining to the researchpre-Closing Date employment or service with, development or termination from employment or service from, Seller or any ERISA Affiliate, of any individual; (c) relating to any claims (whether asserted before or after the Closing Date) for any breach of a representation, warranty or covenant, or for any claim for indemnification, contained in any Assumed Contract agreed to be performed pursuant to this Agreement by Buyer, to the extent that such breach or claim arises out of or by virtue of Seller’s performance or nonperformance thereunder prior to the Closing Date, it being understood that, as between the Parties hereto, this subsection shall apply notwithstanding any provision which may be contained in any form of consent to the assignment of any such Assumed Contract, which by its terms, imposes such Liabilities upon Buyer and which assignment is accepted by Buyer notwithstanding the presence of such a provision; (d) arising under product warranty or other activity conducted by Biogen warranty Liabilities of Seller with respect to any products, merchandise or any Affiliate related to services of the Acquired Antibody Business sold or rendered on or prior to the Closing Date; it being understood and agreed that any such claim or Liability asserted after the Closing Date arising out of any such sale or service prior to the Closing Date shall be considered to be a claim against or a Liability of Seller and therefore not assumed hereunder by Buyer; (e) with respect to Seller’s failure to take reasonable steps to safeguard the Business Systems; (f) for injury to or death of persons or damage to or destruction of property (including, without limitation, any worker’s compensation claim) with respect to acts or omissions by Seller that occur on or prior to the Closing Date regardless of when said claim or Liability is asserted, including, without limitation, any claim for consequential damages in connection with the foregoing; it being understood and agreed that any such claim or Liability asserted after the Closing Date, but arising from acts or omissions by Seller which occur before the Closing Date shall be considered to be a claim against or a Liability of Seller for injury to or death of persons or damages to or destruction of property and therefore not assumed hereunder by Buyer; (g) arising out of infringement for misappropriation of or other conflict with the Intellectual Property of any Person to the extent the same arise out of acts or omissions occurring on or prior to the Closing Date; (h) arising out of any violation by Seller of any Laws, including any Environmental Law occurring on or prior to the Closing Date; (i) in respect of any Claim related to the Business or any Purchased Asset arising prior to the Closing Date (whether asserted or commenced before or after the Closing Date); (j) relating to or arising out of the Excluded Assets; (k) with respect to Indebtedness of Seller or dividends payable by Seller whether incurred or accrued before or after the Closing Date; (l) relating to the capital stock of Seller or the partnership interests, membership interests or any shareholder or partnership operating agreements to which Seller is party; (m) relating to obligations of Seller under this Agreement or any Transaction Document; (n) relating to claims or items set forth on Schedule 3.8; (o) relating to any transactions between Seller and any of its Insiders whether occurring before or after the Effective Date; (cp) all any Taxes that are not included in the definition of Assumed Liabilities arising under and that relate to the Assigned Contracts prior to Purchased Assets or the Business and that arose before the Effective Date (excluding any Transfer Taxes and excluding Property Taxes to the extent specified in Assumed Liabilities); (q) relating to Liens on the Purchased Assets arising before the Effective Date, to the extent not an obligation arising on or after the Effective Date under the Assumed Contracts or that such Liabilities are do not attributable constitute Assumed Liabilities; (r) any amounts payable for fees or expenses incurred by Seller in respect to any failure by Kiniksa this Agreement, the agreements contemplated hereby and/or the Contemplated Transactions or otherwise in connection with Seller’s sale of the Business, including, all amounts payable to ▇▇▇▇▇▇▇▇▇▇▇▇ & Ingersoll, P.L.C., to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., PC or any of its their respective Affiliates and all amounts payable in connection with any employee or consultant transaction bonuses; (s) any amounts payable to comply with the terms thereof after the Effective Dateany Affiliate of Seller; and (dt) all Taxes imposed on without limitation by the Purchased Assets or that otherwise arise with respect to the use specific enumeration of the Purchased Assetsforegoing, any other obligation or Liability of Seller not expressly included in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes definition of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this AgreementAssumed Liabilities.

Excluded Liabilities. Biogen No Purchaser shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities or obligations of Biogen and its Affiliates any Seller other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting In addition, notwithstanding anything to the foregoingcontrary in Section 2.4, neither Kiniksa nor its Affiliates no Purchaser shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, assume any of the following Liabilities (each of Biogen and its Affiliates:which shall also constitute Excluded Liabilities): (a) any Liability attributable relating to any assetcause of action or judicial or administrative action, property suit, proceeding or right that is not included in investigation, (i) pending or threatened on or prior to the Purchased AssetsClosing Date, including without limitation Coats v W the Brand, LLC et al., Case No. A-19-790393-C (District Count, ▇▇▇▇▇ County, NV), and (ii) to the extent related to Excluded Assets or Excluded Liabilities; (b) any Liability attributable relating to the researchany failure or alleged failure by any Seller to comply with, development or other activity conducted by Biogen or any Affiliate related violation or alleged violation by any Seller of, any Law, Order or Permit; (c) any Liability relating to the Acquired Antibody any failure or alleged failure by any Seller to comply with, or any violation or alleged violation by any Seller of, any Contract where such failure or violation occurred or was alleged to have occurred on or prior to the Effective Closing; (d) any Liability, relating to or arising out of the employment by any Seller of any of its employees or the engagement by any Seller of any of its independent contractors (or any employee of an independent contractor), or the termination of any such relationship; (e) any Employee Benefit Plan, including any sponsorship, administration or contribution obligation of any Person under any Employee Benefit Plan or the termination prior to any such assumption of any Employee Benefit Plan; (f) any Liability relating to any infringement or alleged infringement of the rights of any other Person arising out of the use of any Business IP on or prior to the Closing Date; (cg) all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or Liability for any of its Affiliates to comply with the terms thereof after the Effective Date; and Taxes (dincluding without limitation any deferred Tax) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable Taxable period (or portion thereof) thereof ending on or prior to the Effective Closing Date; all Taxes of Biogen or ; (h) any of its Affiliates that are or may become Liability relating to any Excluded Asset; (i) any Liability relating to any accounts payable other than Assumed Payables; (j) any product Liabilities related to Inventory included in the Assets; (k) any Liability with respect to all taxable periods, including the Indebtedness of any Seller; or (l) any Liability for such Taxes that arise as a result of the transactions contemplated imposed by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Environmental Law and incurred in connection with conditions existing or events occurring on or prior to the transactions contemplated by this AgreementClosing Date.

Excluded Liabilities. Biogen shall retainNotwithstanding any provision in this Agreement, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting , and, notwithstanding anything to the foregoingcontrary in Section 2.03, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any none of the following shall be Assumed Liabilities for the purposes of Biogen and its Affiliatesthis Agreement: (a) any Liability attributable liability or obligation under or with respect to any assetAssumed Contract, property Permit, Governmental Order, Real Property Lease or right that is not included in Lease required by the Purchased Assetsterms thereof to be discharged prior to the Effective Time; (b) any Liability attributable liability or obligation for which Seller has already received or will receive the partial or full benefit of the asset to which such liability or obligation relates, but only to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Dateextent of such benefit received; (c) all Liabilities the liability related to the Indebtedness, including, without limitation, as set forth on Disclosure Schedule Section 2.04(c), except any liability or obligation relating to or arising under the Assigned Contracts SLC Debt or the Capital Leases; (d) any liability or obligation relating to or arising out of any of the Excluded Assets or any Employee Plan (other than an Employee Plan included as a Purchased Asset pursuant to Section 2.01(c)); (e) any Tax liability or obligation (except as expressly provided in Section 2.08(b) or Section 9.02); (f) any liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Seller or FPMG, LLC; (g) the liabilities and obligations arising with respect to the operation of the Business prior to the Effective Date to Time (excluding any liability or obligation expressly assumed by Buyer hereunder or as provided in the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective DateLMA); and (dh) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use any liability of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen Seller under this Agreement or any of its Affiliates that are or may become payable with respect to all taxable periodsdocument executed in connection therewith, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this AgreementAncillary Agreements.

Excluded Liabilities. Biogen Notwithstanding anything to the contrary provided in Section 2.3(a), Assumed Liabilities shall retainnot include, and shall be responsible for payingin no event will Buyer assume, performing and discharging when dueagree to pay, and Kiniksa shall not assume discharge or satisfy any liability or obligation under this Agreement or otherwise, or have any responsibility for, the following liabilities and obligations of Seller or the Companies (the "Excluded Liabilities"): (i) any liability or obligation for payingmoney borrowed (it being understood that the liabilities and obligations under any capital lease set forth in Schedule 5.13 is an Assumed Liability); (ii) any liability or obligation with respect to Taxes for which Seller is liable under Section 8.2; (iii) any liability or obligation for costs and expenses (other than Transfer Taxes and as set forth in Section 8.6 or as otherwise expressly set forth in this Agreement) in connection with the negotiation and execution of this Agreement or the consummation of the transactions contemplated hereby; (iv) any liability or obligation of Seller under this Agreement or under any other agreement between Seller or any of its Affiliates, performing on the one hand, and Buyer or dischargingany of its Affiliates, on the other hand, entered into on or after the date of this Agreement in accordance with the terms hereof; (v) any Liabilities liability or obligation relating to any Business Plan, Employment Agreement or other employee benefit policies and practices of Biogen Seller listed in Schedule 5.15(e), in each case, to the extent such liabilities and obligations are not expressly assumed by Buyer pursuant to Section 8.3; (vi) all payment obligations relating to bonuses of employees of the Business that have been earned but have not been paid as of the Effective Time; (vii) all intercompany accounts among Sellers and its Affiliates relating to the Business, which accounts are subject to Section 7.6; (viii) any liability or obligation to the extent related to the Excluded Assets (except as provided in Section 2.2 or 2.4) or any other assets not transferred to and not purchased by Buyer relating to the Business (other than such liabilities and obligations assumed by Buyer pursuant to Section 2.3(a)(iii)), provided that this clause shall not affect any obligation of Buyer under the Assumed Liabilities Transition Services Agreement, Club ▇▇▇▇▇ ▇▇ Licensed Departments Agreement or Private Brands Agreement; (the “Excluded Liabilities”). Without limiting the foregoingix) any liability or obligation relating to, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither resulting from or arising out of them does assume, and each any former operations or properties of them hereby disclaims responsibility for, Seller or any of the following Liabilities Companies that have been discontinued or disposed of Biogen and its Affiliates: (a) any Liability attributable prior to any asset, property or right that is not included in the Purchased AssetsCut-Off Date; (bx) any Liability attributable liability or obligation with respect to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody claim arising out of an occurrence on or prior to the Effective DateCut-Off Date for which Seller or any of the Companies is insured under the commercial general liability policy covering the Business or the Assets (without regard to any deductible or self-insured amount), as in effect as of the date of this Agreement (whether or not Seller actually recovers any insurance proceeds with respect to such claim); (cxi) all Liabilities arising under the Assigned Contracts prior any liability or obligation relating to the Effective Date to the extent that such Liabilities are not attributable matters set forth on Schedule 2.3(b)(xi) (subject to any failure by Kiniksa or any limitations set forth in such schedule), including Seller's costs associated with defending and managing such matters (including attorneys' fees and costs of its Affiliates to comply with the terms thereof after the Effective Dateinvestigation); and (dxii) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use unpaid accounts payable of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen Seller or any of its Affiliates that are the Companies, subject to Section 2.5. Seller shall, or may become payable with respect to shall cause the Companies to, pay, perform and fully observe all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this AgreementExcluded Liabilities.

Excluded Liabilities. Biogen shall retainNotwithstanding any provision in this Agreement or any other Transaction Document to the contrary, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities the members of Biogen the Company Group are assuming from B▇▇▇▇ H▇▇▇▇▇ and its Affiliates only the Business Liabilities and no member of the Company Group is assuming (and no member of the Company Group shall retain) any other than Liability or obligation of B▇▇▇▇ H▇▇▇▇▇ or its Affiliates of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise and whether arising before, on or after the Assumed Closing), expressly including any such Liabilities or obligations related to or arising out of any of the Excluded Assets. All such other Liabilities and obligations shall be assumed or retained (as applicable) by, and become or remain (as applicable) obligations and Liabilities of, B▇▇▇▇ H▇▇▇▇▇ and its Affiliates (all such Liabilities and obligations not being assumed or retained (as applicable) by a member of the Company Group being herein referred to as the “Excluded Liabilities”). Without For the avoidance of doubt and without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Excluded Liabilities of Biogen and its Affiliatesinclude the following: (a) except to the extent included in the calculation of the Closing Payment Amount, any Liability attributable for Transaction Expenses or Debt; (b) B▇▇▇▇ H▇▇▇▇▇ Employee Liabilities; (c) Liabilities for any B▇▇▇▇ H▇▇▇▇▇ Indemnified Tax; (d) except to the extent included in the calculation of the Closing Payment Amount, any Liabilities relating to, arising out of or resulting from any Nonassignable Asset that is not validly and effectively assigned to the Company Group or to which the Company Group does not otherwise receive the rights and benefits pursuant to Section 2.7; (e) Liabilities related to any asset, property or right Joint Use Facility that is not included in the Purchased Business Assets; (b) any Liability attributable to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Date; (c) all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Date; and (df) all Taxes imposed the Liabilities expressly set forth on the Purchased Assets or that otherwise arise with respect to the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this AgreementSchedule 2.6 attached hereto.

Excluded Liabilities. Biogen shall retainNotwithstanding any provision in this Agreement, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting , and, notwithstanding anything to the foregoingcontrary in Section 2.03, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any none of the following shall be Assumed Liabilities for the purposes of Biogen and its Affiliatesthis Agreement: (a) any Liability attributable liability or obligation under or with respect to any assetAssumed Contract, property Permit, Governmental Order, Real Property Lease or right that is not included in Lease required by the Purchased Assetsterms thereof to be discharged prior to the Effective Time and/or as set forth on Disclosure Schedule Section 2.04(a); (b) any Liability attributable liability or obligation for which Seller has already received or will receive the partial or full benefit of the asset to which such liability or obligation relates, but only to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or prior to the Effective Dateextent of such benefit received; (c) all Liabilities the liability related to the Indebtedness, including, without limitation, as set forth on Disclosure Schedule Section 2.04(c); (d) any liability or obligation relating to or arising under out of any of the Assigned Contracts Excluded Assets or any Employee Plan (other than an Employee Plan included as a Purchased Asset pursuant to Section 2.01(c)); (e) any Tax liability or obligation (except as expressly provided in Section 2.09(b) or Section 9.02) related to Pre-Closing Tax Periods; (f) any liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Seller, Broadcast Trust, Parent or any direct or indirect Subsidiary thereof , other than any liability to any Transferred Employee incurred on or after the applicable Employment Commencement Date; (g) the liabilities and obligations arising with respect to the operation of the Business, including the Purchased Assets, prior to the Effective Date to Time (excluding any liability or obligation expressly assumed by Buyer hereunder or as provided in the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective DateLMA); and (dh) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use any liability of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen Seller under this Agreement or any of its Affiliates that are or may become payable with respect to all taxable periodsdocument executed in connection therewith, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this AgreementAncillary Agreements.

Excluded Liabilities. Biogen shall retain, All liabilities and shall be responsible for paying, performing and discharging when due, and Kiniksa shall obligations of the Seller not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than expressly included in the Assumed Liabilities are excluded from the transactions contemplated in this Agreement, including, without limitation, the following (collectively, the “"Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its Affiliates:"): (a) any Liability attributable all deposit accounts attributed to the Branches as of the close of business on the day immediately preceding the Closing Date which are subject to any assetorder, property agreement or right encumbrance that is not included in any way restricts the Purchased Assetspayment of funds representing such account on the order of the depositor; (b) any Liability attributable to all securities brokerage accounts or dealer reserve accounts maintained by the research, development or other activity conducted by Biogen Seller or any Affiliate related of its affiliates for a customer attributed to any of the Acquired Antibody on or prior to the Effective DateBranches; (c) all Liabilities arising under amounts and deposits held by the Assigned Contracts Seller relating to trust accounts or to other customer relationships not being transferred pursuant to this Agreement; (d) all liabilities associated with cashier's checks or other official bank checks and traveler's checks issued by the Seller at any of the Branches prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or any of its Affiliates to comply with the terms thereof after the Effective Closing Date; and (de) all Taxes imposed liabilities and obligations of the Seller relating to the ▇▇▇▇▇▇ Division that are not expressly included in the Assumed Liabilities. It is expressly understood and agreed that, except as set forth in this Agreement, along with the exhibits and schedules hereto, the Purchaser shall not assume or be liable for any of the debts, obligations or liabilities of the Seller of any kind and nature whatsoever including, but not limited to: any losses or liabilities due to or arising from forgery, fraud, defalcation, or any other improper act or omission occurring on or before the Purchased Assets Closing Date; any tax or that otherwise arise debt therefore (except relating to Fall & Fall Insurance); any liability for unfair practices (such as wrongful termination or employment discrimination), any liability or obligation of the Purchaser arising out of any threatened or pending litigation, or any liability with respect to the use of the Purchased Assets, in each case, for any taxable period (personal injury or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreementproperty damage claims.

Excluded Liabilities. Biogen shall retainNotwithstanding any provision in this Agreement to the contrary, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller or any of its Seller Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting , and, notwithstanding anything to the foregoingcontrary in Section 2.03, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any none of the following shall be Assumed Liabilities for the purposes of Biogen and its Affiliatesthis Agreement: (a) any Liability attributable liability or obligation under or with respect to any assetAssumed Contract, property Permit, Governmental Order, Real Property Lease or right that is not included Income Lease required by the terms thereof to be discharged at or prior to the Effective Time or as set forth on Disclosure Schedule Section 2.04(a) (except, in each case, to the Purchased Assetsextent Buyer receives a credit in respect thereof under Section 2.09); (b) any Liability attributable to the research, development liability or other activity conducted by Biogen or any Affiliate obligation related to the Acquired Antibody on or prior to the Effective DateIndebtedness; (c) any liability or obligation relating to or arising out of any of the Excluded Assets or any Employee Plan; (d) other than as specifically set forth in Article VIII, any liability, obligation or commitment with respect to Employees and their beneficiaries, including accrued compensation and any obligations to Employees and their beneficiaries under COBRA; (e) any Tax liability or obligation related to Pre-Closing Tax Periods (except as expressly provided in Section 2.09(b) or Section 9.02); (f) any liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Seller, or any direct or indirect subsidiary thereof, other than any liability to any Transferred Employee first incurred on or after, and arising out of events or circumstances solely on or after, the Employment Commencement Date; (g) all Liabilities liabilities and obligations arising under with respect to the Assigned Contracts operation of the conduct and operation of the Stations, including the Purchased Assets, prior to the Effective Date to the extent that such Liabilities are not attributable to Time (excluding any failure liability or obligation expressly assumed by Kiniksa Buyer hereunder or any of its Affiliates to comply with the terms thereof after the Effective Datefor which Buyer receives a credit under Section 2.09); and (dh) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use any liability of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen Seller under this Agreement or any of its Affiliates that are or may become payable with respect to all taxable periodsdocument executed in connection therewith, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this AgreementAncillary Agreements.

Excluded Liabilities. Biogen Notwithstanding Section 1.3 or any other provision hereof or any schedule or exhibit hereto and regardless of any disclosure to the Buyer or the Buyer Parent, the Buyer shall retain, and shall be responsible have no liability whatsoever for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than either of the Assumed Liabilities (Sellers or any Seller Affiliate which are not specifically assumed under Section 1.3, and, without limiting the “Excluded Liabilities”). Without limiting generality of the foregoing, neither Kiniksa nor its Affiliates the Buyer shall be obligated to not assume, and neither of them does assume, and each of them hereby disclaims responsibility fornor shall it be deemed to have assumed, any of the following Liabilities of Biogen and its Affiliates:(the "EXCLUDED LIABILITIES"): (a) any Liability attributable Liabilities arising under or relating to any assetwritten or oral contracts, property agreements, guaranties, understandings, deeds, mortgages, indentures, leases, licenses, commitments, undertakings or right that other documents or instruments to which either of the Sellers or any Seller Affiliate is not included a party, other than liabilities arising under the Assigned Contracts to the extent provided in the Purchased AssetsSection 1.3(a); (b) any Liability attributable Damages relating in any manner to or arising from any breach or default by the research, development or other activity conducted by Biogen Sellers or any Seller Affiliate related to the Acquired Antibody of any Assigned Contract occurring on or prior to the Effective DateClosing Date regardless of whether the Sellers or the Seller Parent discloses such breach or default pursuant to this Agreement; (c) all any Liabilities arising under of either of the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa Sellers or any Seller Affiliate in respect of its Affiliates to comply with the terms thereof after the Effective Date; andany indebtedness for, or guarantees of, borrowed money; (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use any Liabilities of either of the Purchased Assets, in each case, for Sellers to any taxable period (Seller Affiliate or portion thereof) ending on current or prior to former stockholder of either of the Effective Date; all Taxes of Biogen Sellers or any of its Affiliates that are or may become payable with respect to all taxable periodsSeller Affiliate, including the Seller Parent; (e) any Liability for such Taxes that arise as a result Liabilities of either of the transactions contemplated by this Agreement but excluding Sellers or any Transfer Seller Affiliate for or in respect of Taxes described (as defined in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld 3.1(f)) other than those assessed by operation of Law against the Buyer arising out of or deducted by applicable Law in connection with the transactions contemplated hereby; (f) any Liabilities of either of the Sellers or any Seller Affiliate arising out of or relating, directly or indirectly, to any property of which either of the Sellers or such Seller Affiliate has disposed or proposed to dispose, including, without limitation, any and all Liabilities to any other Person incurred in connection with any sale or proposed sale of (i) all or any substantial part of the assets of either of the Sellers or any Seller Affiliate, or any other business combination or proposed business combination, (ii) any real property of either of the Sellers or any Seller Affiliate, (iii) any other business or (iv) any securities of either of the Sellers, any Seller Affiliate or any other Person; (g) any Liabilities arising out of or relating, directly or indirectly, to any Employee Plan (as defined in Section 3.1(s)) or the termination thereof; (h) any Liabilities with respect to fees and expenses incurred by the Sellers or any Seller Affiliate in connection with the sale or proposed sale or other disposition or proposed disposition of all or part of the assets or securities of either of the Sellers or any Seller Affiliate; (i) any Liabilities of either of the Sellers or any Seller Affiliate to any present or former employee or independent contractor of either of the Sellers or any Seller Affiliate, including, without limitation, any and all Liabilities arising under any federal, state, local or foreign laws, ordinances, regulations or orders; (j) any Liabilities of either of the Sellers or any Seller Affiliate arising out of or related to any Actions (as defined in Section 3.1(m)) against either Seller or any Seller Affiliate, including, without limitation, any Actions pending or threatened against either of the Sellers as of the Closing Date other than Liabilities arising out of any act of the Buyer, or the operation of the Business by the Buyer or any Affiliate of the Buyer, after the Closing; (k) any Liabilities of either of the Sellers or any Seller Affiliate for damage or injury to Person or property including, without limitation, those resulting from or arising out of environmental claims; (l) any Liabilities of either of the Sellers or any Seller Affiliate arising out of or resulting from non-compliance with any Law; (m) any Liabilities of either of the Sellers or any Seller Affiliate arising out of, relating to or resulting from any obligation to indemnify any Person other than those arising after the Closing Date under any Assigned Contract; (n) any other Liabilities of either of the Sellers or any Seller Affiliate relating to or arising out of the operation of the Business or the ownership of the Acquired Assets prior to the Closing other than the Assumed Liabilities; (o) any Liabilities attributable in any manner to any of the Excluded Assets; and (p) any Liabilities of either of the Sellers or any Seller Affiliate arising under this AgreementAgreement or any of the Related Agreements (as defined in Article IV).

Excluded Liabilities. Biogen shall retainNotwithstanding any provision in this Agreement or any other writing or commitment (written or oral) to the contrary, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than the Purchaser is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of the Seller (or any predecessors of the “Seller or any prior owners of all or part of their businesses and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Seller (all such liabilities and obligations not being assumed being herein referred to as the "Excluded Liabilities”"). Without limiting Notwithstanding anything to the foregoingcontrary in Section 1.04, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any none of the following shall be Assumed Liabilities for the purposes of Biogen and its Affiliatesthis Agreement: (a) any Liability attributable to liability or obligation under any asset, property or right Environmental Laws that is not included in the Purchased Assetsan Assumed Liability; (b) any Liability attributable to the research, development liability or other activity conducted by Biogen or any Affiliate obligation related to the Acquired Antibody on or prior to the Effective Dateemployees of Seller, except as provided in Section 5.06(c)(ii); (c) all Liabilities any liability or obligation for Designated Chapter 11 Costs and any contracts related thereto; (d) any liability or obligation for indebtedness for borrowed money or evidenced by bonds or notes (including accrued interest and fees with respect thereto); (e) any Taxes for which Seller is liable pursuant to Section 10.04(a)(i) or any other provision of this Agreement; (f) any liability or obligation arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable out of or relating to any failure investigation of Seller's revenue recognition practices by Kiniksa the Securities and Exchange Commission (the "SEC"); (g) any liability or any of its Affiliates obligation relating to comply with the terms thereof after the Effective Datean Excluded Asset; and (dh) all Taxes imposed on the Purchased Assets any liability or that otherwise arise with respect to the use of the Purchased Assetsobligation under any International Plan, in each case, for any taxable period (Employee Plan or portion thereof) ending on or prior to the Effective Date; all Taxes of Biogen or any of its Affiliates that are or may become payable with respect to all taxable periods, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; andBenefit Arrangement, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreement5.06(c)(ii).

Excluded Liabilities. Biogen shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other Other than the Assumed Liabilities (as defined in Section 2.02), Seller shall retain, and remain wholly responsible and liable for, and Buyer shall not assume by virtue of this Agreement, and shall have no liability or obligation for, any Liability of Seller or any Affiliate of Seller (collectively, the “Excluded Liabilities”). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assumeincluding, and neither of them does assume, and each of them hereby disclaims responsibility forwithout limitation, any of the following Liabilities of Biogen and its Affiliatesfollowing: (a) any Liability attributable to any asset, property or right that is not included in the Purchased AssetsExcluded Taxes; (b) any Liability attributable all Liabilities arising out of or relating to the research, development operation of the Business or other activity conducted the ownership of the Purchased Assets by Biogen or any Affiliate related to the Acquired Antibody on or Seller prior to the Effective DateClosing, other than the Liabilities of the Seller expressly assumed by the Buyer pursuant to Section 2.02 of this Agreement; (c) all Liabilities arising under Indebtedness of the Assigned Contracts prior Seller, other than the Indebtedness expressly assumed by the Buyer pursuant to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa or any Section 2.02 of its Affiliates to comply with the terms thereof after the Effective Date; andthis Agreement; (d) all Taxes imposed on the Purchased Assets Liabilities arising out of or that otherwise arise with respect relating to the use Excluded Assets; (e) Liabilities or any other obligations of Seller arising under or relating to any Assigned Contract to the Purchased Assets, in each case, for any taxable period (extent such liabilities or portion thereof) ending on or obligations arise prior to the Effective Date; all Taxes of Biogen Closing Date or arise from any breach or default by Seller (or any of its Affiliates Affiliates) under any Assigned Contract that are occurs prior to the Closing Date or may become payable that arises out of or relates to events or circumstances that occur or exist prior to the Closing Date; (f) Liabilities or any other obligations of Seller with respect to all taxable periods(i) any employee plan maintained, including sponsored, contributed to or participated in by Seller or any Liability Affiliate of Seller for such Taxes that arise as a result the benefit of or relating to any current or former employee of the transactions contemplated Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan or (ii) any person at any time employed by, or who was a consultant to, Seller or any Affiliate of Seller (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or termination of employment by Seller or any Affiliate of Seller including, without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided or rendered prior to the Closing Date; (g) Liabilities or any other obligations of Seller, based in whole or in part on violations of Law or environmental conditions occurring or existing prior to the Closing Date; (h) all Actions or threatened Actions against the Seller arising out of or related to the operation of the Business prior to the Closing, other than the Actions set forth in Section 2.02 of the Disclosure Schedules; (i) costs and expenses incurred by Seller incident to the negotiation and preparation of this Agreement but excluding any Transfer Taxes described in Section 5.8.2; andand its performance and compliance with the agreements and conditions contained herein, except as otherwise provided specified in Section 5.8.3this Agreement; (j) Liabilities of Seller to pay fees or commissions to any broker, all Taxes required finder or agent with respect to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreement, except as otherwise specified in this Agreement (together with the costs and expenses described in Section 2.03(i), the “Transaction Expenses”); (k) Liabilities for any and all severance or other termination-related costs with respect to employees who are not hired by Buyer; (l) Liabilities that any Person seeks to impose upon Buyer or its Affiliates by virtue of any theory of successor liability, including any such Liabilities relating to labor and employment matters; and (m) all Liabilities of Seller and its Affiliates arising out of or related to any insurance policy claims made prior to the Closing.

Excluded Liabilities. Biogen shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume or have any responsibility for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than Buyer is assuming only the Assumed Liabilities and is not assuming any other Liability of Seller or any Affiliate of Seller (or any predecessor owner of all or part of its business and assets) or the Business of whatever nature whether presently in existence or arising or asserted hereafter, including but not limited to, any debt owed to any party and all such other Liabilities shall be retained by and remain obligations and liabilities of Seller or its Affiliates (all such Liabilities not being assumed are referred to as the “Excluded Liabilities”). Without limiting the generality of the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any of the following Liabilities of Biogen and its AffiliatesSeller shall be Excluded Liabilities for the purpose of this Agreement, all Liabilities: (a) relating to or arising under or in connection with any Liability attributable Plan, any “employee benefit plan” (as each is defined herein), or any other benefit plan, program or arrangement of any kind at any time maintained, sponsored or contributed or required to be contributed to by Seller or any Person that is or has ever been under common control, or that is or has ever been treated as a single employer, with Seller under the Code (“ERISA Affiliate”) or with respect to which Seller or any ERISA Affiliate has any Liability, including but not limited to, any accrued obligations owed or owing to any assetPerson, property or right that is including but not included in limited to, the Purchased Assetsemployee benefits listed on Schedule 2.5(a); (b) any Liability attributable pertaining to the researchpre-Effective Date employment or service with, development or termination from employment or service from, Seller or any ERISA Affiliate, of any individual; (c) relating to any claims (whether asserted before or after the Effective Date) for any breach of a representation, warranty or covenant, or for any claim for indemnification, contained in any Assumed Contract agreed to be performed pursuant to this Agreement by Buyer, to the extent that such breach or claim arises out of or by virtue of Seller’s performance or nonperformance thereunder prior to the Effective Date, it being understood that, as between the Parties hereto, this subsection shall apply notwithstanding any provision which may be contained in any form of consent to the assignment of any such Assumed Contract to which Seller is party, which by its terms, imposes such Liabilities upon Buyer and which assignment is accepted by Buyer and Seller notwithstanding the presence of such a provision; (d) arising under product warranty of Seller with respect to any products, merchandise or services of the Business sold or rendered prior to the Effective Date; it being understood and agreed that any such claim or Liability asserted on or after the Effective Date arising out of any such sale or service prior to the Effective Date shall be considered to be a claim against or a Liability of Seller and therefore not assumed hereunder by Buyer; (e) of Seller for injury to or death of persons or damage to or destruction of property (including, without limitation, any worker’s compensation claim) with respect to acts or omissions by Seller that occur on or prior to the Effective Date regardless of when said claim or Liability is asserted; (f) of Seller arising out of infringement for misappropriation of or other activity conducted by Biogen or conflict with the Intellectual Property of any Affiliate related Person to the Acquired Antibody extent the same arise out of acts or omissions occurring on or prior to the Effective Date; (cg) all Liabilities arising under the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure violation by Kiniksa or Seller of any of its Affiliates to comply with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use of the Purchased AssetsLaws, in each case, for including any taxable period (or portion thereof) ending Environmental Law occurring on or prior to the Effective Date; all Taxes ; (h) in respect of Biogen any Claim of Seller or related to the Business or any Purchased Asset arising on or prior to the Effective Date (whether asserted or commenced before or after the Effective Date); (i) arising out of the Excluded Assets; (j) with respect to Indebtedness of Seller or dividends payable by Seller whether incurred or accrued before or after the Effective Date; (k) relating to the capital stock of Seller or the partnership interests, membership interests or any shareholder or partnership operating agreements to which Seller is party; (l) relating to obligations of Seller under this Agreement or any Transaction Document; (m) relating to claims or items set forth on Schedule 3.5; (n) relating to any transactions between Seller and any of its Affiliates Insiders whether occurring before or after the Effective Date; (o) any Taxes that are not included in the definition of Assumed Liabilities and that relate to the Purchased Assets or may become payable with respect to all taxable periods, including any Liability for such Taxes the Business and that arise as a result of arose before the transactions contemplated by this Agreement but Effective Date (excluding any Transfer Taxes described and excluding Property Taxes to the extent specified in Section 5.8.2; andAssumed Liabilities); (p) relating to Liens on the Purchased Assets arising before the Effective Date, except as to the extent not an obligation arising on or after the Effective Date under the Assumed Contracts or Lease or that constitute Assumed Liabilities; (q) any amounts payable for fees or expenses incurred by Seller in respect to this Agreement, the agreements contemplated hereby and/or the Contemplated Transactions or otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with Seller’s sale of the transactions contemplated Business, including, all amounts payable to Holme ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, to St. ▇▇▇▇▇▇▇ Capital or any of their respective Affiliates and all amounts payable in connection with any employee transaction bonuses; (r) any amounts payable to any Affiliate of Seller; and (s) without limitation by this Agreementthe specific enumeration of the foregoing, any other obligation or Liability not expressly included in the definition of Assumed Liabilities.

Excluded Liabilities. Biogen shall retain, and shall be responsible for paying, performing and discharging when due, and Kiniksa Purchaser shall not assume or have become liable for any responsibility obligations, commitments, or liabilities of Seller, whether known or unknown, absolute, contingent, or otherwise, and whether or not related to the Acquired Assets, except for paying, performing or discharging, any Liabilities of Biogen and its Affiliates other than the Assumed Liabilities (the “obligations and liabilities of Seller not assumed by Purchaser are hereinafter referred to as the "Excluded Liabilities”"). Without limiting the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assume, and neither of them does assume, and each of them hereby disclaims responsibility for, any generality of the following preceding sentence, the Excluded Liabilities include all obligations and liabilities of Biogen and its AffiliatesSeller not specifically described in Section 2.1 hereof, including without limitation, the following: (a) All liabilities arising out of any Liability attributable to any asset, property or right that is not included in the Purchased AssetsEmployee Benefit Plan; (b) any Liability attributable Any losses, costs, expenses, damages, claims, demands and judgments of every kind and nature (including the defenses thereof and reasonable attorneys' and other professional fees) related to, arising out of, or in connection with Seller's failure to comply with the research, development or other activity conducted by Biogen Bulk Transfer Act or any Affiliate related to the Acquired Antibody on similar statute as enacted in any jurisdiction, domestic or prior to the Effective Dateforeign; (c) all Liabilities Any liability or obligation arising or accruing under the Assigned Contracts any Contract prior to the Effective Date Time, and any liability or obligation arising from or related to any breach or violation by Seller of or default by Seller under any provision of any Contract prior to the Effective Time; (d) Any liability of Seller with respect to any claim or cause of action, regardless of when made or asserted, to the extent that such Liabilities are not attributable to any failure by Kiniksa it arises (i) out of or any of its Affiliates to comply in connection with the terms thereof after the Effective Date; and (d) all Taxes imposed on the Purchased Assets or that otherwise arise with respect to the use operations of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or Seller prior to the Effective Date; all Taxes of Biogen Time and which is not specifically described in Section 2.1 hereof, or any of its Affiliates that are or may become payable (ii) with respect to all taxable periodsany product sold or manufactured or any service provided by Seller prior to the Effective Time, including, without limitation, any liability or obligation (A) pursuant to any express or implied representation, warranty, agreement or guarantee made by Seller or (B) imposed or asserted to be imposed by operation of law, in connection with any service performed or product designed, manufactured, sold, or leased by or on behalf of Seller prior to the Effective Time, including, without limitation, any claim related to any product delivered in connection with the performance of such service and any claims seeking to recover for consequential damage, lost revenue or income, including pursuant to any Liability for such Taxes that arise doctrine of product liability; (e) Any liabilities or obligations of Seller relating to the Excluded Assets; (f) [INTENTIONALLY OMITTED]; (g) Any liability or obligation (including, without limitation, salaries, wages (including, without limitation, overtime pay and premium pay), bonus, vacation pay, sick pay, disability pay, holiday pay, severance pay and other like obligations or payments), arising prior to or as a result of the transactions contemplated Closing, to any present or former employee, agent, or independent contractor of Seller, whether or not employed or retained by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except Purchaser after the Closing; (h) All Environmental Liabilities (as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this Agreement.hereinafter defined);

Excluded Liabilities. Biogen Except as set forth in Section 1.3(a) and (b) above, neither the Buyer nor any of its affiliates shall retainassume any liabilities or obligations of the Seller, the SFS Division or any of their respective affiliates or predecessor owners, or any liabilities or obligations relating to or arising prior to the Closing from the SFS Business or the conduct thereof including, without limitation, (a) breach of product warranties, product liability and shall be responsible for paying, performing and discharging when due, and Kiniksa shall not assume liability in tort (including in either case unripened liabilities due to Products manufactured by or have any responsibility for paying, performing or dischargingon behalf of Seller, any Liabilities affiliate or predecessor owner of Biogen the Seller, the SFS Division or the SFS Business or any other manufacturer, or liabilities from actions or sales occurring prior to the Effective Time), (b) indebtedness for borrowed money, (c) Tax liabilities, (d) obligations to present or former employees, agents, representatives or other personnel, (e) contract or other agreements not constituting an Assumed Contract, (f) all liabilities relating to the Excluded Assets, (g) all liabilities for the violation or breach of any Environmental Laws (as hereinafter defined) and its Affiliates other than (h) all liabilities for trade and consumer promotions arising prior to the Assumed Liabilities (the “Excluded Liabilities”)Effective Time, in any case whether known or unknown, fixed or contingent, absolute, conditional or otherwise. Without limiting the generality of the foregoing, neither Kiniksa nor its Affiliates shall be obligated to assumethe Seller, and neither of them does assume, and each of them hereby disclaims responsibility for, the SFS Division or any of their respective affiliates or predecessor owners, as the following Liabilities case may be, shall remain solely and exclusively liable for all liabilities or obligations as a result of Biogen and its Affiliates: (a) any Liability attributable to any assetact, property omission or right that is not included in the Purchased Assets; (b) any Liability attributable to the research, development or other activity conducted by Biogen or any Affiliate related to the Acquired Antibody on or event occurring prior to the Effective Date; (c) all Liabilities arising under Time, whether or not the Assigned Contracts prior to the Effective Date to the extent that such Liabilities are not attributable to any failure by Kiniksa related cause of action or any of its Affiliates to comply with the terms thereof damage occurred after the Effective Date; and (d) all Taxes imposed on Time. All liabilities and obligations retained by the Purchased Assets Seller, its affiliates or that otherwise arise with respect predecessor owners as described in this Section 1.4, are collectively referred to herein as the use of the Purchased Assets, in each case, for any taxable period (or portion thereof) ending on or prior to "Excluded Liabilities." After the Effective Date; all Taxes of Biogen Time, the Seller shall, directly or any of its Affiliates that are or may become payable with respect to all taxable periodsindirectly, including any Liability for such Taxes that arise as a result of discharge and satisfy in full when due the transactions contemplated by this Agreement but excluding any Transfer Taxes described in Section 5.8.2; and, except as otherwise provided in Section 5.8.3, all Taxes required to be withheld or deducted by applicable Law in connection with the transactions contemplated by this AgreementExcluded Liabilities.