Common use of Transferred Books and Records Clause in Contracts

Transferred Books and Records. (a) Purchaser acknowledges and agrees that (i) Seller may retain copies of the Transferred Books and Records (A) in connection with the performance of Seller’s obligations under any agreement effective prior to the Closing Date to which Seller is a party, (B) as required to satisfy its ongoing obligations with relevant Government Authorities, (C) to make any required filings, (D) to respond to any potential inquiry or audit with any Government Authority or (E) for the use in accordance with and (ii) Seller may retain a copy of all financial records of Seller and its Affiliates and any other Transferred Books and Records to the extent necessary for Tax, accounting or litigation purposes. (b) For a period of five (5) years after the Closing Date, and except as prohibited by any applicable Law, upon the reasonable request of Seller and at Seller’s sole expense, Purchaser shall provide Seller and its representatives with reasonable access to and the right to make copies of the Transferred Books and Records, to the extent the possession of which is retained by Purchaser, as may be necessary or useful in connection with any Third Party litigation, the preparation of financial statements, the conduct of any audit or investigation by a Governmental Authority, or any similar or related matter. If during such period, Purchaser elects to dispose of such records and documents (other than in connection with a sale or all or substantially all of Purchaser’s business or assets or other assignment of Purchaser’s rights hereunder pursuant to Section 8.06), Purchaser shall give Seller sixty (60) days’ prior written notice, during which period Seller shall have the right to take such records and documents without further consideration, except as prohibited by any applicable Law. (c) For a period of five (5) years after the Closing Date, and except as prohibited by any applicable Law, upon the reasonable request of Purchaser and at Purchaser’s sole expense, Seller shall provide Purchaser and its representatives with reasonable access to and the right to make copies of all books, files, papers, correspondence, documents, databases, software, reports, laboratory notebooks, plans and records in Seller’s possession that are related to the CVAC Products, Purchased Assets and Assumed Liabilities that are not transferred to Purchaser pursuant to Section 6.06 (the “Retained Books and Records”), as may be necessary or useful in connection with the Exploitation of any CVAC Products, any Third Party litigation, the preparation of financial statements, the conduct of any audit or investigation by a Governmental Authority, or any similar or related matter.

Transferred Books and Records. (a) Purchaser acknowledges and agrees that (i) Seller and Stryker may retain copies of the Transferred Books and Records (A) in connection with the performance of Seller’s or Stryker’s obligations under any agreement effective prior to the Closing Date to which Seller or Stryker is a party, (B) as required to satisfy its ongoing obligations with relevant Government Authorities, (C) to make any required filings, filings or (D) to respond to any potential inquiry or audit with any Government Authority or (E) for the use in accordance with and (ii) Seller may retain a copy of all financial records of Seller and its Affiliates and any other Transferred Books and Records to the extent necessary for Tax, accounting or litigation purposesAuthority. (b) For a period of five (5) years after the Closing DateClosing, and except as prohibited by any applicable Law, upon the reasonable request of Seller or Stryker and at Seller’s or Stryker’s sole expense, Purchaser shall provide Seller Seller, Stryker, and its their representatives with reasonable access to and the right to make copies of the Transferred Books and Records, to the extent the possession of which is retained by Purchaser, as may be necessary or useful in connection with any Third Party litigation, the preparation of financial statements, the conduct of any audit or investigation by a Governmental Authority, or any similar or related matter. If during such period, Purchaser elects to dispose of such records and documents (other than in connection with a sale or of all or substantially all of Purchaser’s business or assets or other assignment of Purchaser’s rights hereunder pursuant to Section 8.06), Purchaser shall give Seller and Stryker sixty (60) days’ prior written notice, during which period Seller and Stryker shall have the right to take such records and documents without further consideration, except as prohibited by any applicable Law. In the event of a sale of all or substantially all of Purchaser’s business or assets or other assignment of Purchaser’s rights hereunder pursuant to Section 8.06 within five (5) years after the Closing, the acquirer of Purchaser’s business or assets or assignee of Purchaser’s rights shall agree to be bound by this Section 6.15(b) for the remainder of such five (5) year period. (c) For a period of five (5) years after the Closing DateClosing, and except as prohibited by any applicable Law, upon the reasonable request of Purchaser and at Purchaser’s sole expense, Seller and Stryker shall provide Purchaser and its representatives with reasonable access to and the right to make copies of all (i) any books, filesfiles (including financial accounting information), papers, correspondence, documents, databases, software, reports, laboratory notebooks, plans and records that remain in Seller’s or Stryker’s possession at the time of such request that are related to the CVAC BMP-7 Products, Purchased Assets and Assumed Liabilities that are not transferred to Purchaser pursuant to Section 6.07 and (ii) any tangible and intangible embodiments of the Transferred Know-How that are not transferred to Purchaser pursuant to Section 6.06 that remain in Seller’s or Stryker’s possession at the time of such request (the records described in clause (i) and clause (ii), collectively, the “Retained Books and Records”), as may be necessary or useful in connection with the Exploitation of any CVAC Products, any Third Party litigation, the preparation of financial statements, the conduct of any audit or investigation by a Governmental Authority, or any similar or related matter. Nothing in this Section 6.15(c) shall be construed to impose any duty or obligation on Seller or Stryker to retain, store or preserve any Retained Books and Records after the Closing. (d) Notwithstanding anything in this Agreement to the contrary, Purchaser shall have no right to receive, copy or otherwise obtain or review any Tax Returns, Tax records, Tax workpapers, financial accounting records and any other similar Tax or financial accounting documents of Seller or Stryker except the limited right to review financial accounting information provided in Section 6.15(c)(i).

Transferred Books and Records. (a) Purchaser acknowledges and agrees that (i) Seller may retain copies of the Transferred Books and Records (A) in connection with the performance of Seller’s obligations under any agreement effective prior to the Closing Date to which Seller is a party, (B) as required to satisfy its ongoing obligations with relevant Government Authorities, (C) to make any required filings, (D) to respond to any potential inquiry or audit with any Government Authority or (E) for the use in accordance with Section 6.03(c) and (ii) Seller may retain a copy of all financial records of Seller and its Affiliates and any other Transferred Books and Records to the extent necessary for Tax, accounting or litigation purposes. (b) For a period of five (5) years after the Closing Date, and except as prohibited by any applicable Law, upon the reasonable request of Seller and at Seller’s sole expense, Purchaser shall provide Seller and its representatives with reasonable access to and the right to make copies of the Transferred Books and Records, to the extent the possession of which is retained by Purchaser, as may be necessary or useful in connection with any Third Party litigation, the preparation of financial statements, the conduct of any audit or investigation by a Governmental Authority, or any similar or related matter. If during such period, Purchaser elects to dispose of such records and documents (other than in connection with a sale or all or substantially all of Purchaser’s business or assets or other assignment of Purchaser’s rights hereunder pursuant to Section 8.06), Purchaser shall give Seller sixty (60) days’ prior written notice, during which period Seller shall have the right to take such records and documents without further consideration, except as prohibited by any applicable Law. (c) For a period of five (5) years after the Closing Date, and except as prohibited by any applicable Law, upon the reasonable request of Purchaser and at Purchaser’s sole expense, Seller shall provide Purchaser and its representatives with reasonable access to and the right to make copies of all books, files, papers, correspondence, documents, databases, software, reports, laboratory notebooks, plans and records in Seller’s possession that are related to the CVAC Products, Purchased Assets and Assumed Liabilities that are not transferred to Purchaser pursuant to Section 6.06 (the “Retained Books and Records”), as may be necessary or [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. useful in connection with the Exploitation of any CVAC Products, any Third Party litigation, the preparation of financial statements, the conduct of any audit or investigation by a Governmental Authority, or any similar or related matter.