Common use of Transfer of Assets and Assumption of Liabilities Clause in Contracts

Transfer of Assets and Assumption of Liabilities. Unless otherwise provided in this Agreement or in any Ancillary Agreement, on or prior to the Distribution Effective Time and to the extent not previously effected pursuant to the Internal Reorganization: (i) Biogen shall, and shall cause the applicable members of the Biogen Group to, contribute, assign, transfer, convey and deliver (“Transfer”) to Bioverativ, or the applicable Bioverativ Designees, and Bioverativ or such Bioverativ Designees shall accept from Biogen and the applicable members of the Biogen Group, all of Biogen’s and such Biogen Group member’s respective direct or indirect right, title and interest in and to all Bioverativ Assets held by Biogen or a member of the Biogen Group (it being understood that if any Bioverativ Asset shall be held by a Person all of the outstanding equity of which is included in the Bioverativ Assets to be Transferred pursuant to this Section 2.2(b)(i), such Bioverativ Asset may be considered to be so Transferred to Bioverativ or the applicable Bioverativ Designee as a result of the Transfer of all of the equity interests in such Person from Biogen or the applicable member(s) of the Biogen Group to Bioverativ or the applicable Bioverativ Designee); and (ii) Bioverativ shall, and shall cause the applicable members of the Bioverativ Group to, Transfer to Biogen or the applicable Biogen Designees, and Biogen or such Biogen Designees shall accept from Bioverativ and the applicable members of the Bioverativ Group, all of Bioverativ’s and such Bioverativ Group member’s respective direct or indirect right, title and interest in and to all Biogen Retained Assets held by Bioverativ or a member of the Bioverativ Group (it being understood that if any Biogen Retained Asset shall be held by a Person all of the outstanding equity of which is included in the Biogen Retained Assets to be Transferred pursuant to this Section 2.2(b)(ii), such Biogen Retained Asset may be considered to be so Transferred to Biogen or the applicable Biogen Designee as a result of the Transfer of all of the equity interests in such Person from Bioverativ or the applicable member(s) of the Bioverativ Group to Biogen or the applicable Biogen Designee).

Transfer of Assets and Assumption of Liabilities. Unless otherwise provided in this Agreement or in any Ancillary Agreement, on (a) On or prior to the Distribution Effective Time Separation Date, in accordance with the Plan of Reorganization and to the extent not previously effected pursuant to the Internal Reorganizationsteps of the Plan of Reorganization that have been completed prior to the date hereof: (i) Biogen Parent shall, and shall cause the applicable members of the Biogen Parent Group to, contribute, assign, transfer, convey and deliver (“Transfer”) to Bioverativthe Company, or certain of the applicable Bioverativ Designeesmembers of the Lithium Group designated by the Company, and Bioverativ or such Bioverativ Designees the Company and the members of the Lithium Group shall accept from Biogen Parent and the applicable members of the Biogen Parent Group, all of BiogenParent’s and such Biogen Group member’s respective direct or indirect right, title and interest in and to all Bioverativ Assets held by Biogen or a member of the Biogen Group Lithium Assets (it being understood that if any Bioverativ Lithium Asset shall be held by a Person all of the outstanding equity of which is included in the Bioverativ Assets to be Transferred pursuant to this Section 2.2(b)(i)Lithium Subsidiary or a wholly owned Subsidiary thereof, such Bioverativ Lithium Asset may be considered assigned, transferred, conveyed and delivered to be so Transferred to Bioverativ the Company or the applicable Bioverativ Designee member of the Lithium Group as a result of the Transfer transfer of all of the equity interests in such Person Lithium Subsidiary from Biogen Parent or the applicable member(s) member of the Biogen Parent Group to Bioverativ the Company or the applicable Bioverativ Designeemember of the Lithium Group); and; (ii) Bioverativ shall, the Company and shall cause the applicable members of the Bioverativ Lithium Group todesignated by the Company shall accept, Transfer assume and agree faithfully to Biogen or perform, discharge and fulfill all the applicable Biogen Designees, and Biogen or such Biogen Designees shall accept from Bioverativ Lithium Liabilities in accordance with their respective terms; the Company and the applicable members of the Bioverativ Lithium Group shall be responsible for all Lithium Liabilities, regardless of when or where such Lithium Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Separation Date, regardless of where or against whom such Lithium Liabilities are asserted or determined (including any Lithium Liabilities arising out of claims made by Parent’s or the Company’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the Lithium Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the Lithium Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates; (iii) the Company shall cause the members of the Lithium Group to assign, transfer, convey and deliver to certain of the members of the Parent Group designated by Parent all of Bioverativ’s and such Bioverativ Group member’s respective the direct or indirect right, title and interest in and to any member of the Lithium Group in, to and under all Biogen Retained Parent Assets held not already owned by Bioverativ or a member of the Bioverativ Parent Group; and (iv) Parent, and certain of the members of the Parent Group (it being understood that if any Biogen Retained Asset designated by Parent, shall accept and assume from the members of the Lithium Group and agree faithfully to perform, discharge and fulfill certain Parent Liabilities of such members of the Lithium Group, and Parent and the members of the Parent Group shall be held responsible for all Parent Liabilities, regardless of when or where such Parent Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Separation Date, regardless of where or against whom such Parent Liabilities are asserted or determined (including any such Parent Liabilities arising out of claims made by a Person Parent’s or the Company’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the Lithium Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the Lithium Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (b) The Company hereby waives compliance by each and every member of the Parent Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the outstanding equity of which is included in the Biogen Retained Lithium Assets to be Transferred pursuant to this Section 2.2(b)(ii), such Biogen Retained Asset may be considered to be so Transferred to Biogen or the applicable Biogen Designee as a result any member of the Transfer Lithium Group. (c) Parent hereby waives compliance by each and every member of the Lithium Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the equity interests in such Person from Bioverativ or the applicable member(s) Parent Assets to any member of the Bioverativ Group Parent Group. (d) Except as set forth on Schedule 2.02(d), any outstanding obligations pursuant to Biogen any Local Separation Agreement that have not been fully performed by the Separation Date shall be terminated and of no further force or effect on the applicable Biogen Designee)Separation Date.

Transfer of Assets and Assumption of Liabilities. Unless otherwise provided in this Agreement or in any Ancillary Agreement, on or prior to the Distribution Effective Time and to the extent not previously effected pursuant to the Internal Reorganization: (i) Biogen Recro shall, and shall cause the applicable members member of the Biogen Recro Group to, contribute, assign, transfer, convey and deliver (“Transfer”) to BioverativBaudax, or the applicable Bioverativ Baudax Designees, and Bioverativ Baudax or such Bioverativ Baudax Designees shall accept from Biogen Recro and the applicable members of the Biogen Recro Group, all of BiogenRecro’s and such Biogen Recro Group member’s respective direct or indirect right, title and interest in and to all Bioverativ Baudax Assets held by Biogen Recro or a member of the Biogen Recro Group (it being understood that if any Bioverativ Baudax Asset shall be held by a Person all of the outstanding equity of which is included in the Bioverativ Baudax Assets to be Transferred pursuant to this Section 2.2(b)(i), such Bioverativ Baudax Asset may be considered to be so Transferred to Bioverativ Baudax or the applicable Bioverativ Baudax Designee as a result of the Transfer of all of the equity interests in such Person from Biogen Recro or the applicable member(s) of the Biogen Recro Group to Bioverativ Baudax or the applicable Bioverativ Baudax Designee); and (ii) Bioverativ Baudax shall, and shall cause the applicable members of the Bioverativ Baudax Group to, Transfer to Biogen Recro or the applicable Biogen Recro Designees, and Biogen Recro or such Biogen Recro Designees shall accept from Bioverativ Baudax and the applicable members of the Bioverativ Baudax Group, all of Bioverativ’s Baudax and such Bioverativ Baudax Group member’s respective direct or indirect right, title and interest in and to all Biogen Recro Retained Assets held by Bioverativ Baudax or a member of the Bioverativ Baudax Group (it being understood that if any Biogen Recro Retained Asset shall be held by a Person all of the outstanding equity of which is included in the Biogen Recro Retained Assets to be Transferred pursuant to this Section 2.2(b)(ii), such Biogen Recro Retained Asset may be considered to be so Transferred to Biogen Recro or the applicable Biogen Recro Designee as a result of the Transfer of all of the equity interests in such Person from Bioverativ Baudax or the applicable member(s) of the Bioverativ Baudax Group to Biogen Recro or the applicable Biogen Recro Designee).

Transfer of Assets and Assumption of Liabilities. Unless otherwise provided (a) The Parties acknowledge that the Separation is intended to result in the EHP Group owning the EHP Assets and assuming the EHP Liabilities, and the EPC Group owning the EPC Assets and assuming the EPC Liabilities, as set forth below in this Agreement or Article II and in any the applicable Ancillary Agreement, on or prior Agreements. Prior to the Distribution Effective Time and subject to Section 2.01(g), Section 2.02 and Section 2.04, in accordance with the Internal Reorganization Documents, to the extent not previously effected prior to the date hereof pursuant to the Internal ReorganizationReorganization and to the extent that the Internal Reorganization Documents do not otherwise provide: (i) Biogen EPC shall, and shall cause any Business Entity that shall be an EPC Group Member as of or after the applicable members of the Biogen Group Effective Time to, contribute, assign, transfer, convey and deliver to EHP or a Business Entity designated by EHP that shall be an EHP Group Member as of or after the Effective Time, and EHP or such EHP designee shall accept from EPC and the applicable EPC Group Members, all of EPC’s and such EPC Group Members’ respective direct or indirect rights, title and interest in and to all of the EHP Assets held by EPC or an EPC Group Member, including all of the outstanding shares of capital stock or other ownership interests in the EHP Group Members (“Transfer”other than EHP), which shall result in EHP owning directly or indirectly all of the EHP Group Members (it being understood that if an EHP Asset shall be held by an EHP Group Member, unless otherwise contemplated by the Internal Reorganization Documents, such EHP Asset may be assigned, transferred, conveyed and delivered for all purposes hereunder as a result of the transfer of all or substantially all of the equity interests in such EHP Group Member to EHP or another EHP Group Member). (ii) to Bioverativ, EHP or the applicable Bioverativ DesigneesEHP Group Member(s) shall accept, assume and agree faithfully to perform, discharge and fulfill all of the EHP Liabilities held by EPC or any EPC Group Member, and Bioverativ EHP or the applicable EHP Group Member(s) shall be responsible for all of the EHP Liabilities in accordance with their respective terms (it being understood that if an EHP Liability shall be a liability of an EHP Group Member, unless otherwise contemplated by the Internal Reorganization Documents, such EHP Liability may be assumed for all purposes hereunder as a result of the transfer of all or substantially all of the equity interests in such EHP Group Member by EHP or another EHP Group Member), without regard for the manner in which or circumstances under which such EHP Liabilities arose or against whom they are asserted. EHP or the applicable EHP Group Member(s) shall be responsible for all EHP Liabilities, regardless of when or where such EHP Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at or after the Effective Time, regardless of where or against whom such EHP Liabilities are asserted or determined (including any such EHP Liabilities arising out of claims made by EPC’s or EHP’s respective Group Members or Affiliates or by Representatives of EPC or EHP or their respective Group Members or Affiliates against either Party or any of its Group Members or Affiliates) or whether asserted or determined prior to the date hereof, and regardless of whether relating to, arising out of or resulting from or alleged to relate to, arise out of or result from negligence, recklessness, violation of Law, fraud or misrepresentation by either Party or any of its Group Members or Affiliates or any of their respective Representatives. (iii) EPC and EHP shall cause EHP and any Business Entity that shall be an EHP Group Member as of or after the Effective Time to contribute, assign, transfer, convey and deliver to EPC or a Business Entity designated by EPC that shall be an EPC Group Member as of or after the Effective Time, and EPC or such Bioverativ Designees EPC designee shall accept from Biogen EHP and the applicable members of the Biogen GroupEHP Group Members, all of BiogenEHP’s and such Biogen EHP Group memberMember’s respective direct or indirect rights, title and interest in and to all EPC Assets held by EHP or an EHP Group Member, including all of the outstanding shares of capital stock or other ownership interests in the EPC Group Members (other than EPC), which shall result in EPC owning directly or indirectly (other than through EHP or any EHP Group Member) all of the EPC Group Members (it being understood that if an EPC Asset shall be held by an EPC Group Member, unless otherwise contemplated by the Internal Reorganization Documents, such EPC Asset may be assigned, transferred, conveyed and delivered for all purposes hereunder as a result of the transfer of all or substantially all of the equity interests in such EPC Group Member to EPC or another EPC Group Member). (iv) EPC or the applicable EPC Group Member(s) shall accept, assume and agree faithfully to perform, discharge and fulfill, all of the EPC Liabilities held by EHP or any EHP Group Member, and EPC or the applicable EPC Group Member(s) shall be responsible for all of the EPC Liabilities in accordance with their respective terms (it being understood that if an EPC Liability shall be a liability of an EPC Group Member, unless otherwise contemplated by the Internal Reorganization Documents, such EPC Liability may be assumed for all purposes hereunder as a result of the transfer of all or substantially all of the equity interests in such EPC Group Member by EPC or another EPC Group Member), without regard for the manner in which or circumstances under which such EPC Liabilities arose or against whom they are asserted. EPC or the applicable EPC Group Member(s) shall be responsible for all EPC Liabilities, regardless of when or where such EPC Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at or after the Effective Time, regardless of where or against whom such EPC Liabilities are asserted or determined (including any such EPC Liabilities arising out of claims made by EPC’s or EHP’s respective Group Members or Affiliates or by Representatives of EPC or EHP or their respective Group Members or Affiliates against either Party or any of its Group Members or Affiliates) or whether asserted or determined prior to the date hereof, and regardless of whether relating to, arising out of or resulting from or alleged to relate to, arise out of or result from negligence, recklessness, violation of Law, fraud or misrepresentation by either Party or any of its Group Members or Affiliates or any of their respective Representatives. (b) In furtherance of the assignment, transfer, conveyance and delivery of the EHP Assets and the assumption of the EHP Liabilities in accordance with Section 2.01(a)(i) and Section 2.01(a)(ii): (i) EPC shall execute and deliver, and shall cause the other EPC Group Members to execute and deliver, such bills of sale, deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of EPC’s and the other EPC Group Members’ (other than EHP and the other EHP Group Members) right, title and interest in and to all Bioverativ Assets held by Biogen or a member of the Biogen Group (it being understood that if any Bioverativ Asset shall be held by a Person all of the outstanding equity of which is included in the Bioverativ EHP Assets to be Transferred pursuant to this Section 2.2(b)(i)EHP and the EHP Group Members, such Bioverativ Asset may be considered to be so Transferred to Bioverativ or the applicable Bioverativ Designee as a result of the Transfer of all of the equity interests in such Person from Biogen or the applicable member(s) of the Biogen Group to Bioverativ or the applicable Bioverativ Designee); and and (ii) Bioverativ shallEHP shall execute and deliver, and shall cause the applicable members other EHP Group Members to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Bioverativ EHP Liabilities by EHP and the EHP Group toMembers. All of the foregoing documents contemplated by this Section 2.01(b) shall be referred to collectively herein as the “EPC Transfer Documents.” (c) In furtherance of the assignment, Transfer to Biogen or transfer, conveyance and delivery of EPC Assets and the applicable Biogen Designeesassumption of EPC Liabilities in accordance with Section 2.01(a)(iii) and Section 2.01(a)(iv): (i) EHP shall execute and deliver, and Biogen or shall cause the other EHP Group Members to execute and deliver, such Biogen Designees shall accept from Bioverativ bills of sale, deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of EHP’s and the applicable members of the Bioverativ Group, all of Bioverativ’s and such Bioverativ other EHP Group member’s respective direct or indirect Members’ right, title and interest in and to all Biogen Retained the EPC Assets held by Bioverativ or a member to EPC and the EPC Group Members, and (ii) EPC shall execute and deliver, and shall cause the other EPC Group Members to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Bioverativ EPC Liabilities by EPC and the EPC Group (it being understood that if any Biogen Retained Asset Members. All of the foregoing documents contemplated by this Section 2.01(c) shall be held referred to collectively herein as the “EHP Transfer Documents” and, together with the EPC Transfer Documents, the “Transfer Documents.” (d) Except to the extent otherwise contemplated by a Person all of the outstanding equity of which is included Section 2.02, in the Biogen Retained Assets event that it is discovered after the Effective Time that there was an omission of (i) the transfer or conveyance by EHP (or an EHP Group Member) or the acceptance or assumption by EPC (or an EPC Group Member) of any EPC Asset or EPC Liability, as the case may be, or (ii) the transfer or conveyance by EPC (or an EPC Group Member) or the acceptance or assumption by EHP (or an EHP Group Member) of any EHP Asset or EHP Liability, as the case may be, the Parties shall use commercially reasonable efforts to be Transferred promptly effect such transfer, conveyance, acceptance or assumption of such Asset or Liability. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.2(b)(ii2.01(d) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Effective Time, except as otherwise required by applicable Law. (e) In the event that it is discovered after the Effective Time that there was (i) a transfer or conveyance by EHP (or an EHP Group Member) or the acceptance or assumption by EPC (or an EPC Group Member) of any EHP Asset or EHP Liability, as the case may be, or (ii) a transfer or conveyance by EPC (or an EPC Group Member) or the acceptance or assumption by EHP (or an EHP Group Member) of any EPC Asset or EPC Liability, as the case may be, the Parties shall use commercially reasonable efforts to promptly transfer or convey such Asset back to the transferring or conveying Party or to rescind any acceptance or assumption of such Liability, as the case may be. Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section 2.01(e) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law. (f) The Parties acknowledge and agree that in connection with the Internal Reorganization, (i) certain trade receivables and trade payables existing as of the Effective Time that primarily relate to the EHP Business, as compared to the EPC Business, are, pursuant to the terms of the applicable Internal Reorganization Documents, being retained by an EPC Group Member (the “EPC Retained Receivables” and the “EPC Retained Payables,” respectively), subject to such Biogen Retained Asset may be considered EPC Group Member’s obligation pursuant to be so Transferred such Internal Reorganization Documents to Biogen or pay to the applicable Biogen Designee EHP Group Member any amounts collected in respect of such receivables, and to pay to the applicable Third Parties any amounts owed in respect of such payables when and as a result due and payable and (ii) certain trade receivables and trade payables existing as of the Transfer of all Effective Time that primarily relate to the EPC Business, as compared to the EHP Business, are, pursuant to the terms of the equity interests in applicable Internal Reorganization Documents, being retained by an EHP Group Member (the “EHP Retained Receivables” and the “EHP Retained Payables,” respectively), subject to such Person from Bioverativ or EHP Group Member’s obligation pursuant to such Internal Reorganization Documents, as and to the extent provided therein, to pay to the applicable member(s) EPC Group Member any amounts collected in respect of the Bioverativ Group such receivables, and to Biogen or pay to the applicable Biogen Designee)Third Parties any amounts owed in respect of such payables when and as due and payable. To avoid doubt, no such EPC Retained Receivables, EPC Retained Payables, EHP Retained Receivables or EHP Retained Payables shall be subject to Section 2.02.

Transfer of Assets and Assumption of Liabilities. Unless otherwise provided in this Agreement or in any Ancillary Agreement, on (a) On or prior to the Distribution Effective Time Separation Date, in accordance with the Plan of Reorganization and to the extent not previously effected pursuant to the Internal Reorganizationsteps of the Plan of Reorganization that have been completed prior to the date hereof: (i) Biogen Parent shall, and shall cause the applicable members of the Biogen Parent Group to, contribute, assign, transfer, convey and deliver (“Transfer”) to Bioverativthe Company, or certain of the applicable Bioverativ Designeesmembers of the Lithium Group designated by the Company, and Bioverativ or such Bioverativ Designees the Company and the members of the Lithium Group shall accept from Biogen Parent and the applicable members of the Biogen Parent Group, all of BiogenParent’s and such Biogen Group member’s respective direct or indirect right, title and interest in and to all Bioverativ Assets held by Biogen or a member of the Biogen Group Lithium Assets (it being understood that if any Bioverativ Lithium Asset shall be held by a Person all of the outstanding equity of which is included in the Bioverativ Assets to be Transferred pursuant to this Section 2.2(b)(i)Lithium Subsidiary or a wholly owned Subsidiary thereof, such Bioverativ Lithium Asset may be considered assigned, transferred, conveyed and delivered to be so Transferred to Bioverativ the Company or the applicable Bioverativ Designee member of the Lithium Group as a result of the Transfer transfer of all of the equity interests in such Person Lithium Subsidiary from Biogen Parent or the applicable member(s) member of the Biogen Parent Group to Bioverativ the Company or the applicable Bioverativ Designeemember of the Lithium Group); and; (ii) Bioverativ shall, the Company and shall cause the applicable members of the Bioverativ Lithium Group todesignated by the Company shall accept, Transfer assume and agree faithfully to Biogen or perform, discharge and fulfill all the applicable Biogen Designees, and Biogen or such Biogen Designees shall accept from Bioverativ Lithium Liabilities in accordance with their respective terms; the Company and the applicable members of the Bioverativ Lithium Group shall be responsible for all Lithium Liabilities, regardless of when or where such Lithium Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Separation Date, regardless of where or against whom such Lithium Liabilities are asserted or determined (including any Lithium Liabilities arising out of claims made by Parent’s or the Company’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the Lithium Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the Lithium Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates; (iii) the Company shall cause the members of the Lithium Group to assign, transfer, convey and deliver to certain of the members of the Parent Group designated by Parent all of Bioverativ’s and such Bioverativ Group member’s respective the direct or indirect right, title and interest in and to any member of the Lithium Group in, to and under all Biogen Retained Parent Assets held not already owned by Bioverativ or a member of the Bioverativ Parent Group; and (iv) Parent, and certain of the members of the Parent Group (it being understood that if any Biogen Retained Asset designated by Parent, shall accept and assume from the members of the Lithium Group and agree faithfully to perform, discharge and fulfill certain Parent Liabilities of such members of the Lithium Group, and Parent and the members of the Parent Group shall be held responsible for all Parent Liabilities, regardless of when or where such Parent Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Separation Date, regardless of where or against whom such Parent Liabilities are asserted or determined (including any such Parent Liabilities arising out of claims made by a Person Parent’s or the Company’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the Lithium Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the Lithium Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (b) The Company hereby waives compliance by each and every member of the Parent Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the outstanding equity of which is included in the Biogen Retained Lithium Assets to be Transferred pursuant to this Section 2.2(b)(ii), such Biogen Retained Asset may be considered to be so Transferred to Biogen or the applicable Biogen Designee as a result any member of the Transfer Lithium Group. (c) Parent hereby waives compliance by each and every member of the Lithium Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the equity interests in such Person from Bioverativ or the applicable member(s) Parent Assets to any member of the Bioverativ Group Parent Group. (d) Except as set forth on Schedule ‎2.02(d), any outstanding obligations pursuant to Biogen any Local Separation Agreement that have not been fully performed by the Separation Date shall be terminated and of no further force or effect on the applicable Biogen Designee)Separation Date.

Transfer of Assets and Assumption of Liabilities. Unless otherwise provided (a) The Parties acknowledge that the Separation is intended to result in the EHP Group owning the EHP Assets and assuming the EHP Liabilities, and the EPC Group owning the EPC Assets and assuming the EPC Liabilities, as set forth below in this Agreement or Article II and in any the applicable Ancillary Agreement, on or prior Agreements. Prior to the Distribution Effective Time and subject to Section 2.01(g), Section 2.02 and Section 2.04, in accordance with the Internal Reorganization Memorandum, to the extent not previously effected prior to the date hereof pursuant to the Internal ReorganizationReorganization and to the extent that the Internal Reorganization Documents do not otherwise provide: (i) Biogen EPC shall, and shall cause any Business Entity that shall be an EPC Group Member as of or after the applicable members of the Biogen Group Effective Time to, contribute, assign, transfer, convey and deliver to EHP or a Business Entity designated by EHP that shall be an EHP Group Member as of or after the Effective Time, and EHP or such EHP designee shall accept from EPC and the applicable EPC Group Members, all of EPC’s and such EPC Group Members’ respective direct or indirect rights, title and interest in and to all of the EHP Assets held by EPC or an EPC Group Member, including all of the outstanding shares of capital stock or other ownership interests in the EHP Group Members (“Transfer”other than EHP), which shall result in EHP owning directly or indirectly all of the EHP Group Members (it being understood that if an EHP Asset shall be held by an EHP Group Member, unless otherwise contemplated by the Internal Reorganization Documents, such EHP Asset may be assigned, transferred, conveyed and delivered for all purposes hereunder as a result of the transfer of all or substantially all of the equity interests in such EHP Group Member to EHP or another EHP Group Member). (ii) to Bioverativ, EHP or the applicable Bioverativ DesigneesEHP Group Member(s) shall accept, assume and agree faithfully to perform, discharge and fulfill all of the EHP Liabilities held by EPC or any EPC Group Member, and Bioverativ EHP or the applicable EHP Group Member(s) shall be responsible for all of the EHP Liabilities in accordance with their respective terms (it being understood that if an EHP Liability shall be a liability of an EHP Group Member, unless otherwise contemplated by the Internal Reorganization Documents, such EHP Liability may be assumed for all purposes hereunder as a result of the transfer of all or substantially all of the equity interests in such EHP Group Member by EHP or another EHP Group Member), without regard for the manner in which or circumstances under which such EHP Liabilities arose or against whom they are asserted. EHP or the applicable EHP Group Member(s) shall be responsible for all EHP Liabilities, regardless of when or where such EHP Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at or after the Effective Time, regardless of where or against whom such EHP Liabilities are asserted or determined (including any such EHP Liabilities arising out of claims made by EPC’s or EHP’s respective Group Members or Affiliates or by Representatives of EPC or EHP or their respective Group Members or Affiliates against either Party or any of its Group Members or Affiliates) or whether asserted or determined prior to the date hereof, and regardless of whether relating to, arising out of or resulting from or alleged to relate to, arise out of or result from negligence, recklessness, violation of Law, fraud or misrepresentation by either Party or any of its Group Members or Affiliates or any of their respective Representatives. (iii) EPC and EHP shall cause EHP and any Business Entity that shall be an EHP Group Member as of or after the Effective Time to contribute, assign, transfer, convey and deliver to EPC or a Business Entity designated by EPC that shall be an EPC Group Member as of or after the Effective Time, and EPC or such Bioverativ Designees EPC designee shall accept from Biogen EHP and the applicable members of the Biogen GroupEHP Group Members, all of BiogenEHP’s and such Biogen EHP Group memberMember’s respective direct or indirect rights, title and interest in and to all EPC Assets held by EHP or an EHP Group Member, including all of the outstanding shares of capital stock or other ownership interests in the EPC Group Members (other than EPC), which shall result in EPC owning directly or indirectly (other than through EHP or any EHP Group Member) all of the EPC Group Members (it being understood that if an EPC Asset shall be held by an EPC Group Member, unless otherwise contemplated by the Internal Reorganization Documents, such EPC Asset may be assigned, transferred, conveyed and delivered for all purposes hereunder as a result of the transfer of all or substantially all of the equity interests in such EPC Group Member to EPC or another EPC Group Member). (iv) EPC or the applicable EPC Group Member(s) shall accept, assume and agree faithfully to perform, discharge and fulfill, all of the EPC Liabilities held by EHP or any EHP Group Member, and EPC or the applicable EPC Group Member(s) shall be responsible for all of the EPC Liabilities in accordance with their respective terms (it being understood that if an EPC Liability shall be a liability of an EPC Group Member, unless otherwise contemplated by the Internal Reorganization Documents, such EPC Liability may be assumed for all purposes hereunder as a result of the transfer of all or substantially all of the equity interests in such EPC Group Member by EPC or another EPC Group Member), without regard for the manner in which or circumstances under which such EPC Liabilities arose or against whom they are asserted. EPC or the applicable EPC Group Member(s) shall be responsible for all EPC Liabilities, regardless of when or where such EPC Liabilities arose or arise, or whether the facts on which they are based occurred prior to, at or after the Effective Time, regardless of where or against whom such EPC Liabilities are asserted or determined (including any such EPC Liabilities arising out of claims made by EPC’s or EHP’s respective Group Members or Affiliates or by Representatives of EPC or EHP or their respective Group Members or Affiliates against either Party or any of its Group Members or Affiliates) or whether asserted or determined prior to the date hereof, and regardless of whether relating to, arising out of or resulting from or alleged to relate to, arise out of or result from negligence, recklessness, violation of Law, fraud or misrepresentation by either Party or any of its Group Members or Affiliates or any of their respective Representatives. (b) In furtherance of the assignment, transfer, conveyance and delivery of the EHP Assets and the assumption of the EHP Liabilities in accordance with Section 2.01(a)(i) and Section 2.01(a)(ii): (i) EPC shall execute and deliver, and shall cause the other EPC Group Members to execute and deliver, such bills of sale, deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of EPC’s and the other EPC Group Members’ (other than EHP and the other EHP Group Members) right, title and interest in and to all Bioverativ Assets held by Biogen or a member of the Biogen Group (it being understood that if any Bioverativ Asset shall be held by a Person all of the outstanding equity of which is included in the Bioverativ EHP Assets to be Transferred pursuant to this Section 2.2(b)(i)EHP and the EHP Group Members, such Bioverativ Asset may be considered to be so Transferred to Bioverativ or the applicable Bioverativ Designee as a result of the Transfer of all of the equity interests in such Person from Biogen or the applicable member(s) of the Biogen Group to Bioverativ or the applicable Bioverativ Designee); and and (ii) Bioverativ shallEHP shall execute and deliver, and shall cause the applicable members other EHP Group Members to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Bioverativ EHP Liabilities by EHP and the EHP Group toMembers. All of the foregoing documents contemplated by this Section 2.01(b) shall be referred to collectively herein as the “EPC Transfer Documents.” (c) In furtherance of the assignment, Transfer to Biogen or transfer, conveyance and delivery of EPC Assets and the applicable Biogen Designeesassumption of EPC Liabilities in accordance with Section 2.01(a)(iii) and Section 2.01(a)(iv): (i) EHP shall execute and deliver, and Biogen or shall cause the other EHP Group Members to execute and deliver, such Biogen Designees shall accept from Bioverativ bills of sale, deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of EHP’s and the applicable members of the Bioverativ Group, all of Bioverativ’s and such Bioverativ other EHP Group member’s respective direct or indirect Members’ right, title and interest in and to all Biogen Retained the EPC Assets held by Bioverativ or a member to EPC and the EPC Group Members, and (ii) EPC shall execute and deliver, and shall cause the other EPC Group Members to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Bioverativ EPC Liabilities by EPC and the EPC Group (it being understood that if any Biogen Retained Asset Members. All of the foregoing documents contemplated by this Section 2.01(c) shall be held referred to collectively herein as the “EHP Transfer Documents” and, together with the EPC Transfer Documents, the “Transfer Documents.” (d) Except to the extent otherwise contemplated by a Person all of the outstanding equity of which is included Section 2.02, in the Biogen Retained Assets event that it is discovered after the Effective Time that there was an omission of (i) the transfer or conveyance by EHP (or an EHP Group Member) or the acceptance or assumption by EPC (or an EPC Group Member) of any EPC Asset or EPC Liability, as the case may be, or (ii) the transfer or conveyance by EPC (or an EPC Group Member) or the acceptance or assumption by EHP (or an EHP Group Member) of any EHP Asset or EHP Liability, as the case may be, the Parties shall use commercially reasonable efforts to be Transferred promptly effect such transfer, conveyance, acceptance or assumption of such Asset or Liability. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.2(b)(ii2.01(d) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Effective Time, except as otherwise required by applicable Law. (e) In the event that it is discovered after the Effective Time that there was (i) a transfer or conveyance by EHP (or an EHP Group Member) or the acceptance or assumption by EPC (or an EPC Group Member) of any EHP Asset or EHP Liability, as the case may be, or (ii) a transfer or conveyance by EPC (or an EPC Group Member) or the acceptance or assumption by EHP (or an EHP Group Member) of any EPC Asset or EPC Liability, as the case may be, the Parties shall use commercially reasonable efforts to promptly transfer or convey such Asset back to the transferring or conveying Party or to rescind any acceptance or assumption of such Liability, as the case may be. Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section 2.01(e) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law. (f) The Parties acknowledge and agree that in connection with the Internal Reorganization, (i) certain trade receivables and trade payables existing as of the Effective Time that primarily relate to the EHP Business, as compared to the EPC Business, are, pursuant to the terms of the applicable Internal Reorganization Documents, being retained by an EPC Group Member (the “EPC Retained Receivables” and the “EPC Retained Payables,” respectively), subject to such Biogen EPC Group Member’s obligation pursuant to such Internal Reorganization Documents to pay to the applicable EHP Group Member any amounts collected in respect of such receivables, and to pay to the applicable Third Parties any amounts owed in respect of such payables when and as due and payable and (ii) certain trade receivables and trade payables existing as of the Effective Time that primarily relate to the EPC Business, as compared to the EHP Business, are, pursuant to the terms of the applicable Internal Reorganization Documents, being retained by an EHP Group Member (the “EHP Retained Asset may Receivables” and the “EHP Retained Payables,” respectively), subject to such EHP Group Member’s obligation pursuant to such Internal Reorganization Documents, as and to the extent provided therein, to pay to the applicable EPC Group Member any amounts collected in respect of such receivables, and to pay to the applicable Third Parties any amounts owed in respect of such payables when and as due and payable. To avoid doubt, no such EPC Retained Receivables, EPC Retained Payables, EHP Retained Receivables or EHP Retained Payables shall be considered subject to Section 2.02. (g) Schedule 2.01(g) sets forth a list of (i) certain Business Entities that, as of immediately prior to the Effective Time, are not conducting business operations but historically conducted the EHP Business and/or the EPC Business, (ii) certain Business Entities that, prior to the Effective Time, have conducted both the EHP Business and the EPC Business in the specified jurisdiction and that, following the Effective Time, will conduct only the EHP Business or the EPC Business (except for certain transitional wind-down activities as provided in the TSA) and (iii) certain Business Entities that, prior to the Effective Time, have conducted both the EHP Business and the EPC Business in the specified jurisdiction and that, following the Effective Time, will be wound-down and dissolved or liquidated as provided in the TSA (such Business Entities, collectively, the “Stationary Subsidiaries”). Notwithstanding any provision of this Agreement to the contrary: (A) to the extent that a Stationary Subsidiary has not been transferred to the EPC Group or the EHP Group as of the completion of the Internal Reorganization, it shall not be subject to Section 2.01(a) – (f) or Section 2.02 hereunder or otherwise required to be so Transferred transferred subsequent to Biogen the Effective Time and (B) to the extent that (x) any Liability that is an EHP Liability is held by a Stationary Subsidiary that is an EPC Group Member following the Effective Time and (y) any Liability that is an EPC Liability is held by a Stationery Subsidiary that is an EHP Group Member following the Effective Time, such Liability shall not be subject to Section 2.02 or Section 2.07 hereunder or otherwise required to be assumed by an EHP Group Member or an EPC Group Member, respectively, subsequent to the applicable Biogen Designee Effective Time; provided that such Liability shall for all other purposes of this Agreement retain its character as a result an EHP Liability or an EPC Liability, as applicable, for all purposes under this Agreement, including for purposes of the Transfer of all of the equity interests in such Person from Bioverativ or the applicable member(s) of the Bioverativ Group to Biogen or the applicable Biogen Designee)Article VI hereunder.