Common use of Assumption and Exclusion of Liabilities Clause in Contracts

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Companies shall, by executing and delivering, at the Closing, the Assignment and Assumption Agreement, jointly and severally, assume, and agree to pay, perform and discharge when due, any and all of the Liabilities of the Sellers exclusively relating to the Small Molecule Anti-Infective Program or the Transferred Assets arising on or after the Closing Date, other than the Excluded Liabilities set forth in Section 2.02(b) below (the “Assumed Liabilities”). The Assumed Liabilities include, but are not limited to, the following: (i) all Liabilities of a Seller and its Affiliates comprising commitments in respect of Development Costs relating to the Compounds and Programs to the extent such Liabilities relate to the period of time on or after Closing; (ii) all Liabilities of a Seller and its Affiliates arising under the Transferred Contracts assumed by the Companies; (iii) all Liabilities arising out of or relating to Actions commenced after the Closing, irrespective of the legal theory asserted, arising from the manufacture, advertising, marketing, distribution, sale or use of the Products or the Compounds, solely [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. to the extent relating to the period of time on or after the Closing, including all Liabilities for product warranty service claims relating to the Products and Compounds and all Product Liabilities; (iv) all Liabilities under the Transferred Contracts to customers, suppliers or other Third Parties for products, materials and services, to the extent relating to the Small Molecule Anti-Infective Program, either (A) ordered in the ordinary course of business prior to the Closing, but scheduled to be delivered or provided after the Closing, which remain unpaid as of the Closing, or (B) the delivery or provision of which was accelerated to occur prior to the Closing in a manner not consistent with past practice and which would otherwise have been an Assumed Liability pursuant to subclause (A) above but for such acceleration; (v) all other Liabilities arising out of or relating to the return of any Product, including all Liabilities for any chargebacks, credits or rebates in respect of any Product; (vi) all Taxes relating to the Transferred Assets or the Small Molecule Anti-Infective Program other than Excluded Taxes; and (vii) all other Liabilities arising out of or relating to the Small Molecule Anti-Infective Program or the Transferred Assets, including the use, ownership, possession, operation, sale or lease of the Transferred Assets, to the extent such Liabilities relate to the period of time on or after Closing. (b) The Sellers shall retain, and shall be responsible for paying, performing and discharging when due, and the Companies shall not assume or have any responsibility for, the following Liabilities (the “Excluded Liabilities”): (i) Other than those Liabilities described in Section 2.02(a)(iv), all Liabilities of a Seller and its Affiliates in respect of any and all accounts payables to the extent such Liabilities relate to the period of time prior to the Closing; (ii) all Excluded Taxes; (iii) all Liabilities relating to or arising out of the Employee Benefit Plans or the Transferred Employees relating to the period of time prior to the Closing; (iv) all Liabilities relating to or arising out of the Excluded Assets; (v) all Liabilities relating to the Transferred Contracts to the extent such obligations (A) arise before the Closing Date, (B) arise from or relate to any breach by the Sellers of any provision of any of such contracts, or (C) arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach of any of such contracts; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (vi) a Seller’s obligations under this Agreement and the Ancillary Agreements; and (vii) all other Liabilities arising out of or relating to the Small Molecule Anti-Infective Program or the Transferred Assets, including the use, ownership, possession, operation, sale or lease of the Transferred Assets, to the extent such Liabilities relate to the period of time prior to Closing.

Assumption and Exclusion of Liabilities. (a) Upon The Purchaser shall assume no liability or obligation of the terms Sellers except the liabilities and subject to the conditions obligations expressly set forth in this AgreementSection 2.02(a) (collectively, the Companies shall, by executing and delivering, at the Closing, the Assignment and Assumption Agreement, jointly and severally, assume, and agree to pay, perform and discharge when due, any and all of the Liabilities of the Sellers exclusively relating to the Small Molecule Anti-Infective Program or the Transferred Assets arising on or after the Closing Date, other than the Excluded Liabilities set forth in Section 2.02(b) below (the “Assumed Liabilities”). The Assumed Liabilities include, but which the Purchaser shall assume and pay, perform and discharge in accordance with their respective terms, subject to any defenses or claimed offsets asserted in good faith against the obligee to whom such liabilities or obligations are not limited to, the followingowed: (i) all Liabilities of the Sellers (other than Environmental Liabilities) under the Assigned Contracts for the lease of real property (other than any such lease that is an Excluded Contract) and the other Assigned Contracts (other than any that is an Excluded Contract), in each case (A) for which all necessary consents and/or Bankruptcy Court approval to transfer have been obtained and (B) all Determined Cure Costs, it being understood and agreed that all such Determined Cure Costs shall be paid as a Seller and its Affiliates comprising commitments portion of the Purchase Price in respect of Development Costs relating to the Compounds and Programs to the extent such Liabilities relate to the period of time on or after Closingaccordance with Section 2.04(b); (ii) all Liabilities in respect of a Seller Permits and its Affiliates Licenses (other than any that is an Excluded Contract), in each case arising under and relating solely to the Transferred Contracts assumed by period from and after the Companies; (iii) all Liabilities Closing and not to the extent arising out of any breach or relating to Actions commenced after the Closing, irrespective of the legal theory asserted, arising from the manufacture, advertising, marketing, distribution, sale or use of the Products or the Compounds, solely [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. to the extent relating to the period of time on or after the Closing, including all Liabilities for product warranty service claims relating to the Products and Compounds and all Product Liabilities; (iv) all Liabilities under the Transferred Contracts to customers, suppliers default thereof or other Third Parties for products, materials and services, to the extent relating to the Small Molecule Anti-Infective Program, either (A) ordered in the ordinary course of business prior to the Closing, but scheduled to be delivered or provided after the Closing, which remain unpaid as of the Closing, or (B) the delivery or provision of which was accelerated to occur prior to the Closing in a manner not consistent with past practice and which would otherwise have been an Assumed Liability pursuant to subclause (A) above but for such acceleration; (v) all other Liabilities arising out of or relating to the return of any Product, including all Liabilities for any chargebacks, credits or rebates in respect of any Product; (vi) all Taxes relating to the Transferred Assets or the Small Molecule Anti-Infective Program other than Excluded Taxes; and (vii) all other Liabilities arising out of or relating to the Small Molecule Anti-Infective Program or the Transferred Assets, including the use, ownership, possession, operation, sale or lease of the Transferred Assets, to the extent such Liabilities relate to the period of time on or after Closing. (b) The Sellers shall retain, and shall be responsible for paying, performing and discharging when due, and the Companies shall not assume or have any responsibility for, the following Liabilities (the “Excluded Liabilities”): (i) Other than those Liabilities described in Section 2.02(a)(iv), all Liabilities of a Seller and its Affiliates in respect of any and all accounts payables to the extent such Liabilities relate to the period of time activities prior to the Closing; (iiiii) (A) all Property Taxes and assessments on the Purchased Assets that relate to the period from and after the Closing, and (B) all Pre-Closing Lien Taxes; (iv) all Trade Payables; (v) all obligations relating to any gift certificates issued by Sellers in connection with the Business prior to the Closing Date; (vi) all obligations to replace or repair any product, or to return the purchase price of any product, arising in the ordinary course of business from claims of retail or online customers under product warranties, product return policies or other retail or online customer programs set forth in Section 2.02(a)(vi) of the Sellers’ Disclosure Schedule, in each case (A) relating to the Purchased Assets and (B) excluding any Liabilities for personal injury claims or product recalls relating to the operation of the Business prior to the Closing; (vii) all Liabilities set forth in Section 2.02(a)(vii) of the Sellers’ Disclosure Schedule; (viii) each of the Assumed Employee Plans set forth on Section 6.02(b) of the Sellers’ Disclosure Schedule and all Liabilities arising thereunder or relating thereto; and (ix) to the extent submitted pursuant to Section 6.02(h) prior to the termination of the IBNR Claims Period, any IBNR Liabilities which, individually or in the aggregate, do not exceed the IBNR Cap. (b) Notwithstanding anything to the contrary in this Agreement, the parties expressly acknowledge and agree that the Purchaser shall not assume or in any manner whatsoever be liable or responsible for any Liabilities of any of the Sellers, or of any predecessor or Affiliate of any of the Sellers, existing on the Closing Date or arising thereafter as a result of any act, omission or circumstance taking place prior to the Closing, other than the Assumed Liabilities. The Liabilities not specifically assumed by Purchaser pursuant to Section 2.02(a) shall be referred to herein collectively as the “Excluded Liabilities.” Without limiting the foregoing, the Purchaser shall not be obligated to assume, and does not assume, and hereby disclaims all of the Excluded Liabilities, including, without limitation, all of the following Liabilities, of any of the Sellers, or of any predecessor or Affiliate of any of the Sellers: (i) all Excluded Taxes; (iiiii) all Liabilities relating to or arising out of the Employee Benefit Plans or the Transferred Employees relating to the period of time prior to the Closing; (iv) all any Liabilities relating to or arising out of the Excluded Assets, including the D56 Assets; (iii) all Accounts Payable; (iv) any pre-Petition Date accrued expenses of the Sellers; (v) all any Environmental Liabilities in respect of the Owned Real Property, the Leased Real Property and any area used pursuant to the Permits and Licenses relating to the Transferred Contracts to the extent such obligations (A) arise before the Closing Date, (B) arise from or relate to any breach by the Sellers of any provision of any of such contractsBusiness, or (C) arise from Hazardous Material or relate to any event, circumstance or condition occurring or existing environmental conditions that exist on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach of any of such contracts; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.Date; (vi) a Seller’s the Sellers’ obligations under this Agreement and the Ancillary AgreementsAgreements and any fees or expenses incurred by any of the Sellers in connection with the negotiation, preparation, approval or execution of this Agreement and the Ancillary Agreements and/or the sale of the Purchased Assets pursuant hereto, including, without limitation, the fees and expenses of counsel, independent auditors, brokers, bankers, investment bankers and other advisors or consultants and any success (or similar fees) arising in connection therewith; (vii) any Liabilities arising as a result of any Action initiated at any time, to the extent related to the Business or the Purchased Assets on or prior to the Closing Date, including any shareholder Actions, or Actions in tort or for breach of contract and any Liabilities arising in connection with the Actions set forth on Section 2.02(b)(vii) of the Sellers’ Disclosure Schedule; (viii) except as provided in Section 2.02(a)(viii) or to the extent specifically provided in Article VI, all Liabilities arising out of, relating to or with respect to (i) the employment or performance of services, or termination of employment or services by Sellers or any of their Affiliates of any individual on or before the Closing Date, (ii) each of the Employee Plans subject to Title IV of ERISA, all other Employee Plans (excluding the Assumed Employee Plans set forth on Section 6.02(b) of the Sellers’ Disclosure Schedule) and any other “employee benefit plan” (within the meaning of Section 3(3) of ERISA) or other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored, contributed or required to be contributed to by any Seller or any Affiliate of any Seller, or with respect to which any Seller or any Affiliate of any Seller has any Liability or otherwise, or (iii) workers’ compensation claims against Sellers or any of their Subsidiaries that relate to the period ending on the Closing Date, irrespective of whether such claims are made prior to or after the Closing; (ix) any Liability relating to the employment or termination of employment of any Person arising from or related to the operation of the Business or the D56 Business prior to Closing (including but not limited to, any severance or stay or incentive bonuses) not expressly assumed by Purchaser under Article VI; (x) any Liabilities arising under Intercompany Loans and all promissory notes related thereto; (xi) all Liabilities arising under the Term Loan Agreement; (xii) all Liabilities arising under the DIP Credit Agreement; (xiii) all Liabilities arising under the Revolving Credit Agreement; (xiv) all Liabilities with respect to Seller Expenses; (xv) subject to Section 2.02(a)(iii)(B), Section 2.02(a)(iv), Section 2.02(a)(v), Section 2.02(a)(vi) and Section 2.02(a)(vii) any Liabilities arising from the ownership and operation of the Business prior to the Closing, including, without limitation, all Liabilities in respect of Indebtedness that relates to the period prior to the Closing; (xvi) any Liabilities arising from the operation of any successor liability Laws, including, without limitation, “bulk sales” statutes, to the extent that non-compliance therewith or the failure to obtain necessary clearances would subject the Purchaser or the Purchased Assets to the claims of any creditors of any of the Sellers, or would subject any of the Purchased Assets to any Encumbrances or other restrictions (except for Permitted Encumbrances); (xvii) any violation of an applicable Law or Order prior to the Closing by any of the Sellers, including, without limitation, any Environmental Law; (xviii) any (i) IBNR Liability submitted pursuant to Section 6.02(h) following the termination of the IBNR Claims Period and (ii) Excess IBNR Liability; and (viixix) all any Liability with respect to outstanding checks or other Liabilities arising out of or relating to instruments issued by the Small Molecule Anti-Infective Program or the Transferred Assets, including the use, ownership, possession, operation, sale or lease of the Transferred Assets, to the extent such Liabilities relate to the period of time prior to ClosingSellers.

Assumption and Exclusion of Liabilities. (a) Upon At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Companies shall, by executing and delivering, at the Closing, the Assignment and Assumption Agreement, jointly and severally, Purchaser shall assume, and agree to pay, perform and discharge when due, any and all of the following Liabilities of the Sellers exclusively relating to the Small Molecule Anti-Infective Program or the Transferred Assets arising on or after the Closing Date, other than the Excluded Liabilities set forth in Section 2.02(b) below Dow (the “Assumed Liabilities”). The Assumed Liabilities include, but are not limited to, the following:): (i) all Liabilities (including any Liabilities of a Seller and its Affiliates comprising commitments in respect of Development Costs relating to Dow arising from any Action against Dow or the Compounds and Programs Business) to the extent such arising out of or resulting from, the conduct of the Business and the use of the Transferred Assets by a Purchaser Entity after the Closing Date; other than (A) Liabilities relate to the period governed by clauses (ii)‑(v) below; (B) Liabilities described in Section 2.02(b); and no Liabilities of time on or after ClosingDow arising from any other Action; (ii) all Liabilities All Liabilities, other than the Retained Accounts Payable, of a Seller and its Affiliates Dow to the extent arising under out of or resulting from, the Transferred Contracts assumed and, to the extent transferred to Purchaser, the Partially Transferred Contracts that, in each case, do not result from (A) any material failure to perform any Transferred Contract or Partially Transferred Contract by any Dow Entity prior to the CompaniesClosing Date; or (B) any material breach, material default or material violation of any Transferred Contract or Partially NYDOCS02/1012922.1 EXECUTION COPY Transferred Contract by any Dow Entity prior to the Closing Date, including any material breach of any warranty; (iii) all Liabilities arising out of or relating to Actions commenced after the Closing, irrespective of the legal theory asserted, arising from the manufacture, advertising, marketing, distribution, sale or use of the Products or the Compounds, solely [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. to the extent relating to the period of time on or after the Closing, including all Liabilities for product warranty service claims relating to the Products and Compounds and all Post‑Closing Product Liabilities; (iv) all Liabilities under Taxes arising from or with respect to the Transferred Contracts to customers, suppliers Assets or the Business other Third Parties for products, materials and services, to the extent relating to the Small Molecule Anti-Infective Program, either (A) ordered in the ordinary course of business prior to the Closing, but scheduled to be delivered or provided after the Closing, which remain unpaid as of the Closing, or (B) the delivery or provision of which was accelerated to occur prior to the Closing in a manner not consistent with past practice and which would otherwise have been an Assumed Liability pursuant to subclause (A) above but for such accelerationthan Excluded Taxes; (v) all other Liabilities arising out of or relating to the return of any Product, including all Liabilities for any chargebacks, credits or rebates in respect of any Product;Assumed HR Liabilities; and (vi) all Taxes relating to the Transferred Assets or the Small Molecule Anti-Infective Program other than Excluded Taxes; and (vii) all other Liabilities arising out of or relating to the Small Molecule Anti-Infective Program or the Transferred Assets, including the use, ownership, possession, operation, sale or lease of the Transferred Assets, to the extent such Liabilities relate to the period of time on or after ClosingPurchaser Environmental Liabilities. (b) The Sellers shall retain, and shall be responsible for paying, performing and discharging when due, and the Companies shall not assume or have any responsibility for, the following Liabilities (the “Excluded Liabilities”): (i) Other than those Liabilities described in Section 2.02(a)(iv), all Liabilities of a Seller and its Affiliates in respect of any and all accounts payables to the extent such Liabilities relate to the period of time prior to the Closing; (ii) all Excluded Taxes; (iii) all Liabilities relating to or arising out of the Employee Benefit Plans or the Transferred Employees relating to the period of time prior to the Closing; (iv) all Liabilities relating to or arising out of the Excluded Assets; (v) all Liabilities relating to the Transferred Contracts to the extent such obligations (A) arise before the Closing Date, (B) arise from or relate to any breach by the Sellers of any provision of any of such contracts, or (C) arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach of any of such contracts; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (vi) a Seller’s obligations under this Agreement and the Ancillary Agreements; and (vii) all other Liabilities arising out of or relating to the Small Molecule Anti-Infective Program or the Transferred Assets, including the use, ownership, possession, operation, sale or lease of the Transferred Assets, to the extent such Liabilities relate to the period of time prior to Closing.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in of this Agreement, the Companies shall, by executing and delivering, at the Closing, the Assignment and Assumption Agreement, jointly and severally, assume, Purchaser will assume and agree to pay, perform and discharge as and when due, any due only the following liabilities and all obligations of the Liabilities of the Sellers exclusively relating to the Small Molecule Anti-Infective Program or the Transferred Assets arising on or after the Closing DateSeller (collectively, other than the Excluded Liabilities set forth in Section 2.02(b) below (the “Assumed Liabilities”). The Assumed Liabilities include, but are not limited to, the following: ): (i) all Liabilities of a Seller those current liabilities and its Affiliates comprising commitments in respect of Development Costs obligations (including those relating to accounts payable and accrued but unpaid employee payroll) of the Compounds Seller listed in Schedule 2.3(a)(i); (ii) the future obligations of the Seller as of the Closing Date under the contracts and Programs agreements described in Schedule 2.1(a)(ii) (except to the extent otherwise provided in such Liabilities Schedule), together with such other contractual obligations that relate solely to the period of time on or after Closing; (ii) all Liabilities of a Seller and its Affiliates arising under the Transferred Contracts assumed by the Companies; (iii) all Liabilities arising out of or relating to Actions commenced after the Closing, irrespective of the legal theory asserted, arising from the manufacture, advertising, marketing, distribution, sale or use of the Products or the Compounds, solely [*] = Certain confidential information contained in this document, marked by brackets, has Business that have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. to the extent relating to the period of time on or after the Closing, including all Liabilities for product warranty service claims relating to the Products and Compounds and all Product Liabilities; (iv) all Liabilities under the Transferred Contracts to customers, suppliers or other Third Parties for products, materials and services, to the extent relating to the Small Molecule Anti-Infective Program, either (A) ordered entered into in the ordinary course of business of the Seller consistent with past practices and have been disclosed to Purchaser prior to the Closing, but scheduled including warranty obligations solely to be delivered retool or provided after replace defective products sold in the Closing, which remain unpaid as ordinary course of business in an amount not to exceed TWENTY-FIVE THOUSAND DOLLARS $25,000 in any trailing twelve (12) month period of the ClosingBusiness (it being acknowledged that Purchaser assumes no other express or implied warranty obligations of the Seller whatsoever, including any warranty obligations with respect to products liability or monetary damages as a result of the manufacture of defective products); and (Biii) all accrued vacation and sick leave of the Seller’s employees who will be employed by Purchaser following the Closing Date as set forth in Schedule 2.3(a)(iii). The assumption of the Assumed Liabilities by Purchaser will be effected by delivery or provision of which was accelerated to occur prior by Purchaser to the Closing in a manner not consistent with past practice and which would otherwise have been an Assumed Liability pursuant to subclause (A) above but for such acceleration; (v) all other Liabilities arising out of or relating to the return of any Product, including all Liabilities for any chargebacks, credits or rebates in respect of any Product; (vi) all Taxes relating to the Transferred Assets or the Small Molecule Anti-Infective Program other than Excluded Taxes; and (vii) all other Liabilities arising out of or relating to the Small Molecule Anti-Infective Program or the Transferred Assets, including the use, ownership, possession, operation, sale or lease Seller of the Transferred Assets, to the extent such Liabilities relate to the period duly executed Instruments of time on or after ClosingTransfer. (b) The Sellers Except as explicitly set for above in Section 2.3(a), the Seller shall retain, and Purchaser shall not assume, and nothing contained in this Agreement shall be responsible for payingconstrued as an assumption by Purchaser of, performing and discharging when any other liabilities, obligations or undertakings of the Seller (or any Subsidiary, division, associate or Affiliate of the Seller, or of any Person) of any nature whatsoever, whether accrued, absolute, fixed or contingent, known or unknown, due or to become due, and the Companies shall not assume unliquidated or have otherwise, including any responsibility for, the following Liabilities (the “Excluded Liabilities”): liabilities relating to (i) Other than those Liabilities described in Section 2.02(a)(iv)all Indebtedness of the Seller, all Liabilities of a Seller and its Affiliates in respect of any and all accounts payables to the extent such Liabilities relate to the period of time prior to the Closing; (ii) all Excluded Taxes; (iii) all Liabilities relating Taxes with respect to or arising out of the Employee Benefit Plans or the Transferred Employees relating attributable to the period of time prior to the Closing; (iv) Assets for all Liabilities relating to or arising out of the Excluded Assets; (v) all Liabilities relating to the Transferred Contracts to the extent such obligations (A) arise before taxable periods through the Closing Date, Taxes with respect to or attributable to the properties, Business or operations of the Seller or any Subsidiary, division, associate or Affiliate of the Seller and Taxes of the Seller with respect to or attributable to the transactions contemplated hereby or otherwise, (Biii) any Liabilities associated with the Excluded Assets and (iv) any Liabilities associated with the Assets that arise from or relate to any breach by the Sellers of any provision of any of such contracts, or (C) arise from or relate to any event, circumstance or condition occurring or existing on or events that occurred prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach of any of such contracts; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 Date. The Seller shall remain responsible for all of the Securities Act of 1933liabilities, as amended. (vi) a Seller’s obligations under this Agreement and the Ancillary Agreements; and (vii) all other Liabilities arising out of or relating to the Small Molecule Anti-Infective Program or the Transferred Assets, including the use, ownership, possession, operation, sale or lease undertakings of the Transferred AssetsSeller not expressly assumed by Purchaser in Section 2.3(a). Purchaser is not assuming any liabilities, to obligations or undertakings whatsoever of the extent such Liabilities relate to the period of time prior to ClosingShareholders.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in of this Agreement, the Companies shall, by executing Agreement (including Section 2.12 and deliveringSections 5.08 through Section 5.15), at the ClosingClosing the Purchaser shall, or shall cause the Assignment relevant Purchasing Subsidiary to, assume and Assumption Agreement, jointly and severally, assume, and shall agree to pay, perform and discharge when duedue the following liabilities and obligations of Deutsche Bank and the Sellers, and Deutsche Bank and the Sellers shall not thereafter have any responsibility for, such liabilities and all obligations (the “Assumed Liabilities”): (i) All liabilities and obligations under each of the Liabilities Client Contracts transferred to the Purchaser or the Purchasing Subsidiaries pursuant to Section 2.02(a) that are required to be performed or paid after the Closing and arise in relation to the operation of the Sellers exclusively relating Business by the Purchaser or its Affiliates following the Closing; (ii) All liabilities and obligations under each of the Assigned Contracts that are required to be performed or paid after the Closing and arise in relation to the Small Molecule Anti-Infective Program operation of the Business by the Purchaser or its Affiliates following the Closing; (iii) All employment, compensation and benefits Liabilities and obligations of the Purchaser or its Affiliates to the Transferred Assets Employees arising on from, or in connection with, the Transferred Employees’ employment by, or services with Purchaser or its Affiliates after the Closing Date, other than any such Liabilities or obligations which Deutsche Bank or the Excluded Sellers have agreed to retain pursuant to Article VI or in respect of which Deutsche Bank has an obligation to reimburse or indemnify the Purchaser or its Affiliates as provided in Article VI; (iv) All other liabilities and obligations relating to the Purchased Assets transferred to the Purchaser or the Purchasing Subsidiaries pursuant to Section 2.02(a) that are required to be performed or paid after the Closing and arise in relation to the operation of the Business by the Purchaser or its Affiliates following the Closing; (v) All liabilities of Deutsche Bank and the Sellers in respect of fees and expenses paid to Deutsche Bank or a Seller prior to the Closing Date relating to services within the scope of the Business to be rendered following the Closing Date under Client Contracts transferred to the Purchaser or a Purchasing Subsidiary pursuant to Section 2.02(a) (“Deferred Revenues”); (vi) Liabilities of the Business for accrued expenses as of the Closing Date incurred in the ordinary course of business of the Business (other than as set forth in Section 2.02(b2.03(b)(ix); and (vii) below The liabilities set forth on Section 2.03(a)(vii) of the Seller Disclosure Schedule subject, however, to the conditions set forth thereon (collectively, the “Assumed Other Liabilities”). The Assumed Liabilities include, but are not limited to, the following:. (ib) all Liabilities All liabilities and obligations of a Seller Deutsche Bank and its Affiliates comprising commitments in respect of Development Costs relating to the Compounds and Programs to the extent such Liabilities relate to the period of time on or after Closing; (ii) all Liabilities of a Seller and its Affiliates arising under the Transferred Contracts Sellers not expressly assumed by the Companies; (iii) all Liabilities arising out of Purchaser or relating to Actions commenced after the Closing, irrespective of the legal theory asserted, arising from the manufacture, advertising, marketing, distribution, sale or use of the Products or the Compounds, solely [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission a Purchasing Subsidiary pursuant to Rule 406 of the Securities Act of 1933Section 2.03, as amended. to the extent relating to the period of time whether or not incurred or accrued, whether asserted before, on or after the Closing, including all Liabilities for product warranty service claims relating to shall be retained by Deutsche Bank and the Products and Compounds and all Product Liabilities; (iv) all Liabilities under the Transferred Contracts to customersSellers, suppliers or other Third Parties for products, materials and services, to the extent relating to the Small Molecule Anti-Infective Program, either (A) ordered in the ordinary course of business prior to the Closing, but scheduled to be delivered or provided after the Closing, which remain unpaid as of the Closing, or (B) the delivery or provision of which was accelerated to occur prior to the Closing in a manner not consistent with past practice and which would otherwise have been an Assumed Liability pursuant to subclause (A) above but for such acceleration; (v) all other Liabilities arising out of or relating to the return of any Product, including all Liabilities for any chargebacks, credits or rebates in respect of any Product; (vi) all Taxes relating to the Transferred Assets or the Small Molecule Anti-Infective Program other than Excluded Taxes; and (vii) all other Liabilities arising out of or relating to the Small Molecule Anti-Infective Program or the Transferred Assets, including the use, ownership, possession, operation, sale or lease of the Transferred Assets, to the extent such Liabilities relate to the period of time on or after Closing. (b) The Sellers shall retain, and who shall be responsible for paying, performing and discharging such liabilities and obligations when due, and the Companies Purchaser and the Purchasing Subsidiaries shall not assume or have any responsibility for, the following Liabilities such liabilities and obligations (which are hereinafter referred to as the “Excluded Liabilities”):) including without limitation the following liabilities and obligations: (i) Other than those Liabilities described in Section 2.02(a)(ivAll Taxes now or hereafter owed by Deutsche Bank or the Sellers, or attributable to the Assets or the Business (including as conducted by the DB Entities), all relating to (A) any period, or any portion of any period, ending on or prior to the Closing Date, or (B) any transaction relating to the Business occurring on or prior to the Closing Date (except as otherwise provided in Article VII); (ii) All Liabilities of Deutsche Bank or any of the Sellers to the extent relating to, arising out of or incurred in connection with the Excluded Assets; (iii) All employment, compensation and benefit Liabilities and obligations of Deutsche Bank, the Sellers, the DB Entities or their Affiliates to the Business Employees arising from, or in connection with, the Business Employees’ employment or services on or prior to the Closing Date, including any Liabilities that arise as a Seller and its Affiliates result of the transactions contemplated by this Agreement, other than any Liabilities or obligations which the Purchaser has agreed to assume pursuant to Article VI or in respect of which the Purchaser has an obligation to reimburse or indemnify Deutsche Bank or its Affiliates as provided in Article VI; (iv) All Liabilities of Deutsche Bank or any and all accounts payables of the Sellers (1) arising out of or relating to any business other than the Business or (2) arising on the Closing Date or out of or relating to any period prior to, the Closing Date, or otherwise arising out of or relating to the extent such Liabilities relate use, condition, ownership or operation of the Purchased Assets or the Business at any time on or prior to the period Closing Date, except, in each case, as otherwise provided in Article VI or Article VII or assumed in Section 2.03(a)(v) or (vii); (v) All Reconciliation Liabilities in respect of time Reconciliation Conditions existing on or prior to the Closing; (iivi) all Excluded Taxes; (iii) all All Liabilities relating to or arising out of the Employee Benefit Plans any cease-and-desist or the Transferred Employees relating other order, written agreement, consent agreement, memorandum of understanding, directive or supervisory letter by, to, with or from any Regulatory Agency or other Governmental Authority, or violation of Law, in each case, arising on or prior to the period Closing or in relation to the operation of time the Business prior to the Closing; (ivvii) all All Liabilities relating to or Claims arising out of the Excluded Assets; (v) all Liabilities relating to the Transferred Contracts to the extent such obligations (A) arise before the Closing Date, (B) arise from or relate to any breach by the Sellers of any provision of any of such contracts, or (C) arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute the circumstances or result in a breach of any of such contracts; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with facts giving rise to which existed on or prior to the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.Closing Date; (viviii) a Seller’s obligations under this Agreement and the Ancillary AgreementsAll Accounts Payable; and (viiix) all other All Liabilities arising out of or relating to Deutsche Bank and the Small Molecule Anti-Infective Program or the Transferred Assets, including the use, ownership, possession, operation, sale or lease Sellers for accrued expenses as of the Transferred Closing Date that are not reflected on the Closing Statement of Net Assets. The Excluded Liabilities shall include all Liabilities, whether asserted before, on or after the Closing, for any breach of a representation, warranty, covenant or agreement, or for any claim of indemnification, contained in any lease, contract, license, commitment, agreement or arrangement that the Purchaser has agreed to assume, or to cause a Purchasing Subsidiary to assume, from and after the Closing, to the extent that such breach or claim arises out of or by virtue of Deutsche Bank’s or a Seller’s performance or nonperformance thereunder on or prior to the Closing, it being understood that, as between the Parties hereto (for themselves and as nominees of the Sellers and the Purchasing Subsidiaries, as applicable), the foregoing shall apply notwithstanding any provision which may be contained in, or any form of consent to the assignment of, any such lease, contract, license, commitment, agreement, or arrangement which by its terms imposes such Liabilities relate to upon the period Purchaser or a Purchasing Subsidiary and which assignment is accepted by the Purchaser or a Purchasing Subsidiary notwithstanding the presence of time prior to Closingsuch a provision.

Assumption and Exclusion of Liabilities. (a) Upon On the terms and subject to the conditions set forth in of this Agreement, the Companies Purchaser shall, by executing on the Closing Date, assume and delivering, at the Closing, the Assignment and Assumption Agreement, jointly and severally, assume, and agree to shall pay, perform and discharge when duedue the following, any and all of only the following, Liabilities of the Sellers exclusively relating to the Small Molecule Anti-Infective Program or the Transferred Assets arising on or after the Closing Date, other than the Excluded Liabilities set forth in Section 2.02(b) below Seller and its subsidiaries (the “Assumed Liabilities”). The Assumed Liabilities include, but are not limited to, the following:): (i) all any Liabilities to be paid or performed after the Closing Date that arise from or out of a Seller and its Affiliates comprising commitments in respect the performance or non-performance by Purchaser after the Closing Date of Development Costs relating to the Compounds and Programs to the extent such Liabilities relate to the period of time on or after Closingany Transferred Contracts; (ii) all any Liabilities to be paid or performed after the Closing Date under any warranty, customer support, upgrade or product delivery Contracts for Transferred Products and Liabilities related to product returns other than Product Returns (whether sold before or after the Closing), other than (x) any Liabilities arising from or out of a breach by Seller or any of its subsidiaries (other than a breach giving rise to customer warranty or support obligations in the ordinary course of the Business), and its Affiliates arising under the Transferred Contracts assumed by the Companies(y) any Liabilities giving rise to Product Returns; (iii) all any Liabilities arising out related to rebate obligations, that may become payable to end-user purchasers of or relating to Actions commenced Inventory after the ClosingClosing Date, irrespective of the legal theory asserted, arising from the manufacture, advertising, marketing, distribution, sale or use of the Products or the Compounds, solely [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission including pursuant to Rule 406 of the Securities Act of 1933, as amended. end-user rebate programs implemented by Seller prior to the extent relating to the period of time on or after the Closing, including all Liabilities for product warranty service claims relating to the Products and Compounds and all Product Liabilitiesdate hereof; (iv) all any Liabilities under relating to Transferred Employees that arise from or out of Purchaser’s employment or termination of the Transferred Contracts to customers, suppliers or other Third Parties for products, materials and services, to the extent relating to the Small Molecule Anti-Infective Program, either (A) ordered in the ordinary course of business prior to the Closing, but scheduled to be delivered or provided Employees after the Closing, which remain unpaid as of the Closing, or (B) the delivery or provision of which was accelerated to occur prior to the Closing in a manner not consistent with past practice and which would otherwise have been an Assumed Liability pursuant to subclause (A) above but for such acceleration;Date; and (v) all other any Liabilities incurred, arising from or out of, in connection with or as a result of claims made by or against Purchaser or Seller or any of its subsidiaries with respect to the operation of the Business by or on behalf of Purchaser that arise out of or relating to the return of any Product, including all Liabilities for any chargebacks, credits or rebates in respect of any Product; (vi) all Taxes relating to the Transferred Assets or the Small Molecule Anti-Infective Program other than Excluded Taxes; and (vii) all other Liabilities arising out of or relating to the Small Molecule Anti-Infective Program or the Transferred Assets, including the use, ownership, possession, operation, sale or lease of the Transferred Assets, to the extent such Liabilities relate to the period of time events occurring on or after the Closing. (b) The Sellers Except for the Assumed Liabilities specifically set forth in Section 2.2(a) above, the Assumed Liabilities expressly exclude, Seller and its subsidiaries shall retain, and shall be responsible for paying, performing and discharging when due, and the Companies Purchaser shall not assume or have any responsibility for, all Liabilities of Seller and its subsidiaries as of the following Liabilities Closing Date, whether known or unknown, fixed or contingent (the “Excluded Liabilities”):), including, without limitation: (i) Other than those Liabilities described all Taxes now or hereafter owed by Seller or any Affiliate of Seller, or attributable to the Assets or the Business relating to any period, or any portion of any period, ending on or prior to the Closing Date, as provided in Section 2.02(a)(iv)7.1; (ii) any Contracts relating to Excluded Assets or which are not Transferred Contracts, including all Liabilities of under any Contracts that are not Transferred Contracts providing a Seller and its Affiliates in respect of any and all accounts payables rebate, refund, payment or credit to a Distribution Channel Participant to the extent such Liabilities relate to the period of time based on Transferred Products sold or shipped prior to the Closing; (iiiii) all any Liabilities incurred, arising from or out of, in connection with or as a result of claims made by or against Purchaser or Seller or any of its subsidiaries with respect to the operation of the Excluded TaxesAssets by or on behalf of Seller or any of its subsidiaries, including any lease termination or other Liabilities related to Seller or any of its subsidiaries closing any facilities, severance Liabilities, if any, for employees (including Transferred Employees) who are terminated, and any Liabilities related to the dissolution of any corporate entity associated with the Business; (iiiiv) all any Liabilities relating incurred, arising from or out of, in connection with or as a result of claims made by or against Purchaser or Seller or any of its subsidiaries with respect to the operation of the Business by or arising on behalf of Seller or any of its subsidiaries that (i) arise out of events occurring prior to the Closing, including any license fees, royalties, accounts payable, including accounts payable related to the purchase of Inventory, Product Returns, marketing development fund obligations, rebates or other payments related to products shipped prior to the Closing or (ii) arise out of the Employee Benefit Plans obligation to pay license fees or royalties due in respect of the Transferred Employees relating transfer of the Inventory to Purchaser as contemplated by this Agreement; provided, however, that Purchaser shall be obligated to reimburse Seller for any such license fees or royalties to the period extent Purchaser obtains a credit, offset or other reduction that otherwise would be due from Purchaser upon its resale of time such Inventory, net of any Taxes. (v) any Liability to indemnify any person by reason of the fact that such person was a director, officer, employee or agent of Seller or its subsidiaries prior to the Closing; (ivvi) all any intercompany loans, payables or Liabilities relating to between or arising out among Seller and any of the Excluded Assetsits subsidiaries; (vvii) all Liabilities relating to Seller Benefits Liabilities, whether incurred before, on or after the Transferred Contracts to the extent such obligations Closing; (Aviii) arise before the Closing Dateany Liability of Seller, (B) arise from or relate to any breach by the Sellers Affiliate of Seller, as a result of any provision legal or equitable action or judicial or administrative proceeding initiated at any time caused by Seller’s operation of any of such contracts, or (C) arise from or relate to any event, circumstance or condition occurring or existing the Business on or prior to the Closing Date thatand in respect of anything done, with notice suffered to be done, or lapse omitted to be done by Seller, or any Affiliate of timeSeller, would constitute or result in a breach of any of their directors, officers, employees or agents, except for such contracts; [*] = Certain confidential information contained in this documentactions or proceedings arising from or directly related to those specific Liabilities constituting Assumed Liabilities; (ix) all Liabilities which arise out of allegations of personal injury or tangible property damage suffered by any third party (x) on or prior to the Closing Date or (y) attributable to Transferred Products or Inventory sold or shipped, marked by brackets, has been omitted and filed separately with or activities or omissions that occur prior to the Securities and Exchange Commission Closing; (x) all Liabilities related to rebate obligations that may become payable to end-user purchasers of Transferred Products pursuant to Rule 406 end-user rebate programs implemented by Seller prior to the Closing Date, except to the extent provided in Section 2.2(a)(iii); (xi) all Liabilities related to environmental matters arising out of the Securities Act operation of 1933, as amended.the Business prior to the Closing; and (vixii) a Seller’s obligations any Liabilities of Seller under this Agreement and the Ancillary Agreements; and (vii) all other Liabilities arising out of or relating to , and the Small Molecule Anti-Infective Program or the Transferred Assetstransactions contemplated hereby, including the useall costs and expenses, ownershipincluding, possessionwithout limitation, operationfees and disbursements of counsel, sale or lease financial advisors and accountants, incurred by Seller and any of the Transferred Assets, to the extent such Liabilities relate to the period of time prior to Closingits subsidiaries.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Companies (I) Newco shall, by executing and delivering, delivering at the Closing, Contribution Closing the Assignment and U.S. Assumption Agreement, jointly and severally, assume, and agree to pay, perform and discharge when due, any and all of the following enumerated Liabilities of the U.S. Sellers exclusively to the extent relating to the Small Molecule Anti-Infective Program U.S. Business or the Transferred U.S. Purchased Assets arising on other than the Excluded Liabilities set forth in Section 2.02(c) below (the “U.S. Assumed Liabilities”), and (II) the Canadian Purchaser or after one of its Affiliates shall, by executing and delivering at the Closing Datethe Assumption Agreement, assume, and agree to pay, perform and discharge when due, the following enumerated Liabilities of the Canadian Seller to the extent relating to the Canadian Business or the Canadian Purchased Assets other than the Excluded Liabilities set forth in Section 2.02(b) below (the “Canadian Assumed Liabilities”). The , and together with the U.S. Assumed Liabilities include, but are not limited toLiabilities, the following:“Assumed Liabilities”): (i) all Liabilities accounts payable of a Seller and its Affiliates comprising commitments the Sellers incurred by Sellers in respect the Ordinary Course of Development Costs relating to the Compounds and Programs Business but only to the extent such Liabilities relate to accrued on the period Closing Statement of time on or after ClosingNet Assets; (ii) all Liabilities of a Seller the Sellers arising under, or relating to performance under, the Designated Contracts from and its Affiliates arising after the Contribution Closing Date (with respect to the U.S. Purchased Assets) the Closing Date (with respect to the Canadian Purchased Assets) and not excluded under the Transferred Contracts assumed by the CompaniesSection 2.01(b)(xi), other than Cure Costs in respect thereof or otherwise excluded pursuant to Section 2.02(b)(xiii); (iii) all Liabilities arising out of or relating to Actions commenced after the Closing, irrespective of the legal theory asserted, arising from the manufacture, advertising, marketing, distribution, sale or use of the Products or the Compounds, solely [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. to the extent relating to the period of time on or after the Closing, including all Liabilities for product warranty service claims relating to products of the Products and Compounds and all Product LiabilitiesBusiness; (iv) all Liabilities under the Transferred Contracts to customerscustomers for unfilled sales and purchase orders, suppliers or invoices, and other Third Parties for products, materials and services, commitments to customers to the extent relating related exclusively to the Small Molecule Anti-Infective Program, either (A) ordered Business and incurred by the Sellers in the ordinary course of business prior to the Closing, but scheduled to be delivered or provided after the Closing, which remain unpaid as Ordinary Course of the ClosingBusiness and assigned to Newco or the Canadian Purchaser, or (B) as the delivery or provision of which was accelerated to occur prior to the Closing in a manner not consistent with past practice and which would otherwise have been an Assumed Liability case may be, pursuant to subclause (A) above but for such accelerationSection 2.01; (v) all other Liabilities arising out of or obligations for returns, credits, discounts, merchandise certificates, gift certificates and allowances relating to goods and products sold or orders accepted as of the return Contribution Closing Date (with respect to the U.S. Purchase Assets) and the Closing Date (with respect to the Canadian Purchased Assets) to the extent related exclusively to the Business and incurred by the Sellers in the Ordinary Course of any Product, including all Liabilities for any chargebacks, credits or rebates in respect of any Productthe Business; (vi) all Taxes relating Liabilities related to or arising out of any discount or loyalty club programs or similar programs to the Transferred Assets or extent related exclusively to the Small Molecule Anti-Infective Program other than Excluded Taxes; andBusiness and incurred by the Sellers in the Ordinary Course of the Business; (vii) all Taxes relating to the Purchased Assets or the Business other than Excluded Taxes; (viii) all Liabilities related to the Transferred Employees incurred prior to the Contribution Closing Date (with respect to the U.S. Purchase Assets) and the Closing Date (with respect to the Canadian Purchased Assets) to the extent that the provisions of Article VII provide that Newco or the Canadian Purchaser, as the case may be, is to assume responsibility therefor; (ix) all Liabilities arising out of or relating to under the Small Molecule AntiEmployee Plans, including, without limitation, the Non-Infective Program or the Transferred AssetsU.S. Employee Plans, including the use, ownership, possession, operation, sale or lease of the Transferred Assets, but only if and to the extent assumed by Newco or the Canadian Purchaser, as the case may be, pursuant to Article VII; and (x) all Liabilities under the New Waterford Lease arising after the Closing (provided, however, that if the parties shall fail to receive the Canadian Approval Order or the consents of the counterparties to the New Waterford Lease as of the Closing, then such Liabilities relate to under the period New Waterford Lease shall not be considered Canadian Assumed Liabilities but rather shall be considered Excluded Liabilities for all purposes of time on or after Closingthis Agreement). (b) The Sellers shall retain, and shall be responsible for paying, performing and discharging when due, and neither Newco nor the Companies Canadian Purchaser shall not assume or have any responsibility forfor any Liabilities of any Seller or any of its Affiliates of any kind or nature (other than the Assumed Liabilities), including, without limitation, the following Liabilities (the “Excluded Liabilities”): (i) Other than those Liabilities described in Section 2.02(a)(iv), all Liabilities of a Seller and its Affiliates in respect of any and all accounts payables to the extent such Liabilities relate to the period of time prior to the Closing; (ii) all Excluded Taxes; (iii) all Liabilities relating to or arising out of the Employee Benefit Plans or the Transferred Employees relating to the period of time prior to the Closing; (ivii) all Liabilities relating to or arising out of the Excluded Assets; (viii) all Liabilities relating to the Transferred Contracts to the extent such obligations (A) arise before the Closing Date, (B) arise from or relate to any breach by the Sellers of any provision of any of such contracts, or (C) arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach of any of such contracts; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.Cure Costs; (viiv) a Seller’s the Sellers’ obligations under this Agreement and the Ancillary Agreements; and; (v) all obligations of the Sellers under the DIP Loan Agreement; (vi) all litigation claims against the Sellers arising pre-Contribution Closing (with respect to Newco) and pre-Closing (with respect to the Canadian Purchaser); (vii) all intercompany Liabilities owing from any Seller to any other Seller or any of their respective Affiliates; (viii) all Liabilities arising out related to any Employee Plans or any employee benefit plans, agreements or arrangements not specifically assumed by Newco or the Canadian Purchaser pursuant to Article VII; (ix) except for Newco’s and the Canadian Purchaser’s obligation to offer employment on the terms and conditions set forth in Section 7.01, all Liabilities related to any current or former employees of or relating the Sellers who are not Transferred Employees and all Liabilities related to the Small Molecule AntiTransferred Employees incurred prior to the Contribution Closing Date (with respect to U.S. Transferred Employees ) and the Closing Date (with respect to Non-Infective Program or the U.S. Transferred Assets, including the use, ownership, possession, operation, sale or lease of the Transferred Assets, Employees) except to the extent such assumed by Newco or the Canadian Purchaser pursuant to Section 2.02(a)(ix); (x) all Liabilities relate under any of the Sellers’ severance plans or with respect to any severance payments to be made to any Employee who does not become a Transferred Employee; (xi) any costs or expenses incurred in connection with or related to the period administration of time the Chapter 11 Cases, including professional fees or expenses of any of the Seller’s or the Committee’s attorneys, accountants or other professional advisors; (xii) any Liabilities for indebtedness for borrowed money of any kind or nature; (xiii) any pre-Contribution Closing (with respect to Newco) or pre-Closing (with respect to the Canadian Purchaser) litigation claim or assessment, breach of Contract, tort, infringement, violation of Law or environmental matters of any Seller or any of its Affiliates arising from any facts, events or circumstances arising on or prior to the Contribution Closing Date or the Closing, as the case may be, in each case, of any kind or nature whatsoeve r and whether related to the Purchased Assets or the Business or otherwise and regardless of when commenced; (xiv) all Environmental Liabilities; and (xv) all Product Liabilities (except as specified in Section 2.02(a)(v)).

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Companies shall, by executing and delivering, at the Closing, the Assignment and Assumption Agreement, jointly and severally, Purchaser shall assume, and agree to pay, perform and discharge when due, any and all of the following Liabilities of the Sellers exclusively Covidien Group, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured, on- or off-balance sheet or determined or determinable as of the Closing Date (collectively, the “Assumed Liabilities”): (i) all Liabilities of the Covidien Group under the Transferred Contracts to the extent arising on or after the Closing Date; (ii) all Liabilities under the Transferred Real Property Lease to the extent arising on or after the Closing Date; (iii) all Liabilities with respect to the Transferred Employees to the extent arising on or after the Closing Date; (iv) all other Liabilities expressly assumed by Purchaser pursuant to Article VI; (v) the obligations of Covidien Group S.a.r.l. under Sections 3.4(d)-(e) of the CVI Merger Agreement; (vi) (A) all Taxes relating to the Small Molecule Anti-Infective Program Purchased Assets or the Transferred Assets DCB Business, other than Excluded Taxes, and (B) all Taxes allocated to Purchaser pursuant to Section 5.13; and (vii) all Liabilities relating to, resulting from, caused by, or arising out of the ownership, operation or control of the DCB Business, the ownership or use of the Purchased Assets, or the manufacturing, marketing, distribution or sale of the DCB Products, in each case, to the extent arising on or after the Closing Date, other than the Excluded including Liabilities set forth in Section 2.02(b) below (the “Assumed Liabilities”). The Assumed Liabilities include, but are not limited to, arising out of the following: (iA) all Liabilities any accident or occurrence resulting in personal injury, sickness, death, property damage, property destruction or loss of a Seller and its Affiliates comprising commitments in respect use of Development Costs relating to the Compounds and Programs property to the extent such Liabilities relate to the period of time on or after Closing; (ii) all Liabilities of a Seller and its Affiliates arising under the Transferred Contracts assumed by the Companies; (iii) all Liabilities arising out of or relating to Actions commenced after the Closing, irrespective of the legal theory asserted, arising from the manufacture, advertising, marketing, distribution, sale or use of the Products or the Compounds, solely [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. to the extent relating to the period of time on or after the Closing, including all Liabilities for product warranty service claims relating to the Products and Compounds and all Product LiabilitiesClosing Date; (ivB) all Liabilities under the Transferred Contracts to customers, suppliers any violation of any Law or other Third Parties for products, materials and services, Governmental Order to the extent relating arising on or after the Closing Date; (C) product complaints, recalls, market withdrawals and field corrections with respect to DCB Products to the Small Molecule Anti-Infective Program, either extent arising from events or circumstances occurring on or after the Closing Date; or (AD) ordered in the ordinary course any Release of business prior or exposure to any Hazardous Material (excluding any migration of or exposure to any Release of Hazardous Materials to the Closing, but scheduled to be delivered or provided after the Closing, which remain unpaid as of the Closing, or (B) the delivery or provision of which was accelerated to occur extent first occurring prior to the Closing in a manner not consistent with past practice and which would otherwise have been an Assumed Liability pursuant to subclause (ADate) above but for such acceleration; (v) all other Liabilities arising out of or relating to the return of any Product, including all Liabilities for any chargebacks, credits or rebates in respect of any Product; (vi) all Taxes relating to the Transferred Assets or the Small Molecule Anti-Infective Program other than Excluded Taxes; and (vii) all other Liabilities arising out of or relating to the Small Molecule Anti-Infective Program or the Transferred Assets, including the use, ownership, possession, operation, sale or lease of the Transferred Assets, to the extent such Liabilities relate to the period of time on or after Closingthe Closing Date. (b) The Sellers Notwithstanding any provisions in this Agreement to the contrary, Seller shall retain, and shall be responsible for paying, performing and discharging when due, and the Companies Purchaser shall not assume or have any responsibility for, any Liabilities other than the Assumed Liabilities and any Liabilities that will become Assumed Liabilities following the Closing, including the following Liabilities (collectively, the “Excluded Liabilities”): (i) Other than those Liabilities described in Section 2.02(a)(iv), all Liabilities of a Seller and its Affiliates in respect of any and all accounts payables to the extent such Liabilities relate to the period of time prior to the ClosingExcluded Taxes; (ii) all Excluded Taxes; (iii) all Liabilities relating to or arising out of the Employee Benefit Plans or the Transferred Employees relating to the period of time prior to the Closing; (iv) all Liabilities extent relating to or arising out of the Excluded Assets; (iii) all accounts payable and other accrued expenses of the DCB Business arising prior to the Closing Date; (iv) all Liabilities with respect to the Transferred Employees to the extent arising prior to the Closing Date; (v) all Liabilities relating related to the Transferred Contracts Benefit Plans (except to the extent such obligations (A) arise before the Closing Date, (B) arise from or relate to any breach expressly assumed by the Sellers of any provision of any of such contracts, or (C) arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach of any of such contracts; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission Purchaser pursuant to Rule 406 of the Securities Act of 1933, as amended.Article VI); (vi) a Seller’s obligations under this Agreement and the Ancillary Agreements; and; (vii) all other obligations of Covidien Group S.a.r.l., except for those arising under Sections 3.4(d)-(e) of the CVI Merger Agreement (the “Retained CVI Obligations”); (viii) any Liabilities of any member of the Covidien Group to pay any indebtedness for borrowed money incurred prior to the Closing Date; and (ix) all Liabilities relating to, resulting from, caused by, or arising out of the ownership, operation or control of the DCB Business, the ownership or use of the Purchased Assets, or the manufacturing, marketing, distribution or sale of the DCB Products, in each case to the extent arising prior to the Closing Date, including Liabilities arising out of the following: (A) any accident or relating to the Small Molecule Anti-Infective Program occurrence resulting in personal injury, sickness, death, property damage, property destruction or the Transferred Assets, including the use, ownership, possession, operation, sale or lease loss of the Transferred Assets, use of property to the extent such Liabilities relate arising prior to the period Closing Date; (B) any violation of time any Law or Governmental Order to the extent arising prior to Closingthe Closing Date; (C) product complaints, recalls, market withdrawals and field corrections with respect to DCB Products to the extent arising prior to the Closing Date; or (D) any Release of or exposure to any Hazardous Material prior to the Closing Date. (c) Nothing in this Section 2.02 shall be construed as expanding the scope of the license granted to Purchaser and its Affiliates in Section 5.06, which shall constitute Purchaser’s and its Affiliates’ sole and exclusive rights with respect to the PTA Intellectual Property or the PTA Products.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, including Section 5.06(b), the Companies Purchaser shall, by executing and delivering, at on the ClosingClosing Date, the Assignment and Assumption Agreement, jointly and severally, assume, and agree to pay, perform and discharge when due, any the following debts, liabilities and all obligations of the Liabilities of the Sellers exclusively relating to the Small Molecule Anti-Infective Program Seller (whether fixed or the Transferred Assets contingent, matured or unmatured, arising by law or by contract or otherwise, on or after prior to the Closing Date) (the "Assumed Liabilities"), other than the Excluded Liabilities as set forth in Section 2.02(b) below (the “Assumed Liabilities”). The Assumed Liabilities include, but are not limited to, the followingbelow: (i) any and all obligations and commitments (including, without limitation, any and all express product warranty and after warranty service obligations and any obligations associated with purchase orders placed for components on order for backlogged production jobs) that are required to be performed by the Seller after the Closing Date under (I) (x) the Transferred Contracts listed on Section 2.02(a)(i) of the Disclosure Schedule and (y) any Transferred Contract that is entered into after the date hereof in accordance with Section 5.01 hereof or with the prior written consent of the Purchaser (the Transferred Contracts referred to in the preceding clauses (x) and (y) collectively, the "Listed Assumed Contracts") and (II) all other Transferred Contracts (the "Unlisted Assumed Contracts"), excluding any obligations, commitments or Liabilities owed to or accruing in favor of a Seller and its Affiliates comprising commitments in respect of Development Costs relating to the Compounds and Programs any employees, independent sales representatives or subrepresentatives or consultants except to the extent such Liabilities relate expressly assumed pursuant to the period of time on or after Closing; (ii) all Liabilities of a Seller and its Affiliates arising under the Transferred Contracts assumed by the Companies; clauses (iii), (iv) all or (v) of this Section 2.02(a) and excluding any Liabilities arising out of or relating to Actions commenced any breach or default of any of the Transferred Contracts by the Seller; (ii) [intentionally omitted]; (iii) any and all Liabilities and obligations to pay unpaid commissions earned by Manufacturers Representatives under the applicable Manufacturers Representatives' agreement (x) for orders booked (but not shipped) prior to the Closing Date or (y) for orders booked (and shipped) after the Closing, irrespective Closing Date and after the termination of the legal theory asserted, arising from the manufacture, advertising, marketing, distribution, sale or use of the Products or the Compounds, solely [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately their agreements with the Securities and Exchange Commission pursuant to Rule 406 of Seller in connection with the Securities Act of 1933, as amended. to the extent relating to the period of time on or after the Closing, including all Liabilities for product warranty service claims relating to the Products and Compounds and all Product Liabilitiestransactions contemplated hereby; (iv) any and all written obligations, commitments and Liabilities of the Seller to make any cash payment under the any "Long-Term Incentive Plan" or "Executive Retention Program" with any Transferred Contracts to customers, suppliers or other Third Parties for products, materials and servicesEmployees, to the extent relating such "Long-Term Incentive Plan" or "Executive Retention Program" agreement is listed in Section 2.02(a)(iv) of the Disclosure Schedule, except any payments due thereunder on or about May 2001, but excluding (x) any investment gain in any deferred compensation account, and (y) any other Liability of the Seller under such agreements except to the Small Molecule Anti-Infective Program, either (A) ordered in the ordinary course of business prior to the Closing, but scheduled to be delivered or provided after the Closing, which remain unpaid as of the Closing, or (B) the delivery or provision of which was accelerated to occur prior to the Closing in a manner not consistent with past practice and which would otherwise have been an Assumed Liability extent assumed pursuant to subclause clause (Av) above but for such accelerationof this Section 2.02(a); (v) any and all other obligations, commitments and Liabilities arising out of or relating to the return employment by the Purchaser or any subsidiary of any Product, including all Liabilities for any chargebacks, credits the Purchaser of the Transferred Employees solely with respect to periods commencing on or rebates in respect of any Product;after the Closing Date; and (vi) all Taxes relating to the Transferred Assets or the Small Molecule Anti-Infective Program other than Excluded Taxes; and (vii) all other any Liabilities arising out of or relating to the Small Molecule Anti-Infective Program or the Transferred Assets, including the use, ownership, possession, operation, sale or lease of the Transferred Assets, Purchaser under the Transaction Agreements to the extent such Liabilities relate to the period of time on or after Closingwhich it is a party. (b) The Sellers shall retain, and shall be responsible for paying, performing and discharging when due, and the Companies shall not assume or have any responsibility for, the following Liabilities (the “Excluded Liabilities”): (i) Other than those Liabilities described in Section 2.02(a)(iv), all Liabilities of a Seller and its Affiliates in respect of any and all accounts payables to the extent such Liabilities relate to the period of time prior to the Closing; (ii) all Excluded Taxes; (iii) all Liabilities relating to or arising out of the Employee Benefit Plans or the Transferred Employees relating to the period of time prior to the Closing; (iv) all Liabilities relating to or arising out of the Excluded Assets; (v) all Liabilities relating to the Transferred Contracts to the extent such obligations (A) arise before the Closing Date, (B) arise from or relate to any breach by the Sellers of any provision of any of such contracts, or (C) arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach of any of such contracts; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (vi) a Seller’s obligations under this Agreement and the Ancillary Agreements; and (vii) all other Liabilities arising out of or relating to the Small Molecule Anti-Infective Program or the Transferred Assets, including the use, ownership, possession, operation, sale or lease of the Transferred Assets, to the extent such Liabilities relate to the period of time prior to Closing.

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in of this Agreement, the Companies shall, by executing and delivering, at the Closing, the Assignment Purchaser shall assume and Assumption Agreement, jointly and severally, assume, and shall agree to pay, perform and discharge when due, any and all of the following Liabilities of Parent, the Sellers exclusively relating to the Small Molecule Anti-Infective Program or the Transferred Assets arising on or after the Closing Date, Seller and any of Parent's other than the Excluded Liabilities set forth in Section 2.02(b) below Affiliates (the “"Assumed Liabilities”). The Assumed Liabilities include, but are not limited to, the following:"): (i) all Liabilities of a Seller and its Affiliates comprising commitments reflected on the Closing Date Working Capital Statement finally resolved in respect of Development Costs relating to the Compounds and Programs to the extent such Liabilities relate to the period of time on or after Closingaccordance with Section 2.07(e)(ii), including Workers' Compensation Liabilities; (ii) all Liabilities of a Seller and Parent or its Affiliates arising under the Transferred Contracts contracts and agreements assumed by the CompaniesPurchaser pursuant to Sections 2.01(a)(x) and (xi) (other than Liabilities or obligations attributable to any failure by Parent or its Affiliates to comply with the terms thereof prior to the Closing Date); (iii) all Liabilities arising out of or any liabilities relating to Actions commenced after the Closing, irrespective of the legal theory asserted, arising from the manufacture, advertising, marketing, distribution, sale or use of the Products or the Compounds, solely [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission a Plan that are to be assumed pursuant to Rule 406 the express terms of the Securities Act of 1933, as amended. to the extent relating to the period of time on or after the Closing, including all Liabilities for product warranty service claims relating to the Products and Compounds and all Product LiabilitiesArticle VI; (iv) all Liabilities under the Transferred Contracts to customers, suppliers or other Third Parties for products, materials and services, solely to the extent relating to the Small Molecule Antiprovided in Article VIII, Post-Infective ProgramClosing Environmental Liabilities, either (A) ordered in the ordinary course of business prior to the Closing, but scheduled to be delivered or provided after the Closing, which remain unpaid as of the Closing, or (B) the delivery or provision of which was accelerated to occur prior to the Closing in a manner not consistent with past practice and which would otherwise have been an Assumed Liability pursuant to subclause (A) above but for such acceleration; (v) all other Liabilities arising out of or relating to the return of any Product, including all Liabilities for any chargebacks, credits or rebates in respect of any Product; (vi) all Taxes relating to the Transferred Assets or the Small Molecule AntiHistorical On-Infective Program other than Excluded Taxes; and (vii) all other Liabilities arising out of or relating to the Small Molecule Anti-Infective Program or the Transferred Assets, including the use, ownership, possession, operation, sale or lease of the Transferred Assets, to the extent such Liabilities relate to the period of time on or after Closing. (b) The Sellers shall retainSite Environmental Liabilities, and shall be responsible for paying, performing and discharging when due, and the Companies shall not assume or have any responsibility for, the following Liabilities (the “Excluded Straddle Environmental Liabilities”): (i) Other than those Liabilities described in Section 2.02(a)(iv), all Liabilities of a Seller and its Affiliates in respect of any and all accounts payables to the extent such Liabilities relate to the period of time prior to the Closing; (ii) all Excluded Taxes; (iii) all Liabilities relating to or arising out of the Employee Benefit Plans or the Transferred Employees relating to the period of time prior to the Closing; (iv) all Liabilities relating to or arising out of the Excluded Assets; (v) all Liabilities relating assigned to the Transferred Contracts Purchaser under Article VI; (vi) all accounts and trade payables, in each case to the extent such obligations (A) arise before the Closing Date, (B) arise from or relate to any breach by the Sellers of any provision of any of such contractsLiabilities are reflected, or (C) arise from or relate to any eventare expressly reserved for, circumstance or condition occurring or existing on or prior to in the Closing Date that, with notice or lapse of time, would constitute or result in a breach of any of such contracts; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (vi) a Seller’s obligations under this Agreement and the Ancillary Agreements; andWorking Capital Statement; (vii) all other Liabilities that the Purchaser expressly has assumed or agreed to pay, or be responsible for, pursuant to the terms hereof or of any Ancillary Agreement; (viii) all Liabilities of the Seller arising out from commitments (in the form of accepted purchase orders), or outstanding quotations, proposals or bids to (A) sell products or (B) purchase or acquire raw materials, components, supplies or services (provided that, in each case, with respect to such commitments, outstanding quotations, proposals or bids arising between the date hereof and the Closing Date, such commitments, outstanding quotations, proposals or bids have been made in accordance with Section 5.01 hereof); (ix) all Taxes for Post-Closing Periods relating to the Small Molecule Anti-Infective Program Purchased Assets or the Transferred AssetsBusiness and, including without duplication of any Taxes included under Section 2.02(a)(i), any Taxes relating to the use, ownership, possession, operation, sale Purchased Assets or lease of the Transferred Assets, Business for a Pre-Closing Period to the extent an amount for any such Liabilities relate to Tax is set forth as a Liability on the period of time prior to Closing.Closing Date Working Capital Statement, in each case, other than Excluded Taxes; and

Assumption and Exclusion of Liabilities. (a) Upon the terms and subject to the conditions set forth in this Agreement, the Companies Purchaser shall, by executing and delivering, at the Closing, the Bxxx of Sale, Assignment and Assumption Agreement, jointly and severally, assume, and agree to pay, perform and discharge when due, any and all of the Liabilities of the Sellers exclusively relating to the Small Molecule Anti-Infective Program Business or the Transferred Purchased Assets and arising on or exclusively from the operation of the Business after the Closing Datedate of the Closing, other than the Excluded Liabilities set forth in Section 2.02(b) below (the “Assumed Liabilities”). The Assumed Liabilities include, but are not limited to, the following:): (i) all Liabilities arising out of a Seller and its Affiliates comprising commitments in respect or resulting from the conduct of Development Costs relating to the Compounds and Programs to Business by the extent such Liabilities relate to the period of time Purchaser on or after the date of the Closing, including under the contracts set forth on Section 3.13(a) of the Disclosure Schedule hereof; (ii) all Liabilities for product warranty service claims (to the extent consistent with historical levels) relating to products of a Seller the Business and its Affiliates arising under all Product Liabilities related to the Transferred Contracts assumed by operation of the CompaniesBusiness on or after the date of Closing; (iii) all Environmental Liabilities arising out of or relating related exclusively to Actions commenced after the Closing, irrespective operation of the legal theory asserted, arising from the manufacture, advertising, marketing, distribution, sale or use of the Products or the Compounds, solely [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. to the extent relating to the period of time Business on or after the date of the Closing, including all Liabilities for product warranty service claims relating to the Products and Compounds and all Product Liabilities; (iv) all Liabilities under Taxes relating to the Transferred Contracts to customers, suppliers Purchased Assets or the Business other Third Parties for products, materials and services, than Excluded Taxes to the extent accrued and clearly stated on the Financial Statements and Interim Financial Statements relating to the Small Molecule Anti-Infective Program, either (A) ordered in the ordinary course of business prior to the Closing, but scheduled to be delivered or provided after the Closing, which remain unpaid as of the Closing, or (B) the delivery or provision of which was accelerated to occur prior to the Closing in a manner not consistent with past practice and which would otherwise have been an Assumed Liability pursuant to subclause (A) above but for such acceleration;Business; and (v) all other Liabilities arising out of or relating to the return of any Product, including all Liabilities for any chargebacks, credits or rebates in respect of any Product; (vi) all Taxes relating to the Transferred Assets or the Small Molecule Anti-Infective Program other than Excluded Taxes; and (vii) all other Liabilities arising out of or relating to the Small Molecule Anti-Infective Program or the Transferred Assets, including the use, ownership, possession, operation, sale or lease of the Transferred Assets, to the extent such Liabilities relate to the period of time on or after ClosingANB Payable. (b) The Sellers shall retain, and shall be responsible for paying, performing and discharging when due, and the Companies Purchaser shall not assume or have any responsibility for, the following Liabilities (the “Excluded Liabilities”): (i) Other than those Liabilities described in Section 2.02(a)(iv), all Liabilities of a Seller and its Affiliates in respect of any and all accounts payables to the extent such Liabilities relate to the period of time prior to the Closing; (ii) all Excluded Taxes; (iii) all Liabilities relating to or arising out of the Employee Benefit Plans or the Transferred Employees relating to the period of time prior to the Closing; (ivii) all Liabilities relating to or arising out of the Excluded Assets; (iii) the Seller’s obligations under this Agreement; (iv) all Product Liabilities related to the operation of the Business before the date of the Closing; (v) all Liabilities (other than the Assumed Liabilities set forth in Section 2.02(a)(iv) and (v)) arising from the actions of the Sellers or events related to the Business occurring prior to the date of Closing; (vi) any Liability arising prior to the date of the Closing relating to any employee(s), former employee(s), agents or independent contractors of the Sellers, whether or not employed by Purchaser after the date of the Closing, or under any compensation or benefit arrangement with respect thereto, including but not limited to liabilities to third parties with respect to any such benefit arrangement. For purposes of this subparagraph (vi), the term “employees” shall include without limitation former employees as well as the family members of current and former employees; (vii) any Environmental Liabilities related exclusively to the operation of the Business before the date of Closing; (viii) any Liability of the Sellers arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and fees and expenses of the Sellers’ counsel, accountants and other experts utilized in connection with this Agreement and the transactions related thereto; (ix) all Liabilities relating to claims for adjustment by a Governmental Authority or other commercial entity made after Closing relating to rebates, fees, credits, refunds, or pricing adjustments associated with products of the Transferred Contracts Business sold prior to Closing, including Liabilities arising after Closing to the extent based on prices allegedly improperly extended to the U.S. federal government or other commercial entity by Sellers prior to Closing; or (x) all Liabilities arising out of user or other similar fees payable to the Food and Drug Administration or other Governmental Authority to the extent that such obligations (A) arise before fees are payable on account of the Closing Date, (B) arise from or relate to any breach by operation of the Sellers of any provision of any of such contracts, or (C) arise from or relate to any event, circumstance or condition occurring or existing on or Business prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach of any of such contracts; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedDate. (vi) a Seller’s obligations under this Agreement and the Ancillary Agreements; and (vii) all other Liabilities arising out of or relating to the Small Molecule Anti-Infective Program or the Transferred Assets, including the use, ownership, possession, operation, sale or lease of the Transferred Assets, to the extent such Liabilities relate to the period of time prior to Closing.