Common use of Assumption and Retention of Liabilities Clause in Contracts

Assumption and Retention of Liabilities. Biogen and Bioverativ intend that employment-related Liabilities associated with Biogen Participants are to be retained or assumed by Biogen or a Biogen Group member, and employment-related Liabilities associated with Bioverativ Participants are to be assumed by Bioverativ or a Bioverativ Group member, in each case, except as specifically set forth herein. Accordingly, as of the Distribution Effective Time: (a) Biogen or the applicable member of the Biogen Group hereby retains or assumes and agrees to pay, perform, fulfill, and discharge, except as expressly provided in this Agreement, (i) all Liabilities arising under or related to Biogen Plans, (ii) all employment or service-related Liabilities with respect to (A) all Biogen Participants and (B) any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment or similar relationship primarily connected to Biogen or a Biogen Group member and (iii) any Liabilities expressly transferred or allocated to Biogen or a Biogen Group member under this Agreement (it being understood and agreed that the provisions of this Agreement do not create or constitute a source of any such Liability); and (b) Bioverativ hereby retains or assumes and agrees to pay, perform, fulfill, and discharge, except as expressly provided in this Agreement, (i) all Liabilities arising under or related to Bioverativ Plans, (ii) all employment or service-related Liabilities with respect to (A) all Bioverativ Participants and (B) any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment or similar relationship primarily connected to Bioverativ or a Bioverativ Group member and (iii) any Liabilities expressly transferred or allocated to Bioverativ or a Bioverativ Group member under this Agreement.

Assumption and Retention of Liabilities. Biogen bluebird and Bioverativ 2seventy intend that employment-related Liabilities associated with Biogen bluebird Participants are to be retained or assumed by Biogen bluebird or a Biogen bluebird Group member (other than, for the avoidance of doubt, a 2seventy Group member), and employment-related Liabilities associated with Bioverativ 2seventy Participants are to be assumed by Bioverativ 2seventy or a Bioverativ 2seventy Group member, in each case, except as specifically set forth herein. Accordingly, as of the Distribution Effective Time: (a) Biogen bluebird or the applicable member of the Biogen bluebird Group hereby retains or assumes and agrees to pay, perform, fulfill, and discharge, except as expressly provided in this Agreement, (i) all Liabilities arising under or related to Biogen bluebird Plans, (ii) all employment or service-related Liabilities with respect to (A) all Biogen bluebird Participants and (B) any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment or similar relationship primarily connected to Biogen bluebird or a Biogen bluebird Group member and (iii) any Liabilities expressly transferred or allocated to Biogen bluebird or a Biogen bluebird Group member under this Agreement (it being understood and agreed that the provisions of this Agreement do not create or constitute a source of any such Liability)Agreement; and (b) Bioverativ 2seventy hereby retains or assumes and agrees to pay, perform, fulfill, and discharge, except as expressly provided in this Agreement, (i) all Liabilities arising under or related to Bioverativ 2seventy Plans, (ii) all employment or service-related Liabilities with respect to (A) all Bioverativ 2seventy Participants and (B) any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment or similar relationship primarily connected to Bioverativ 2seventy or a Bioverativ 2seventy Group member member, including, without limitation, for both (A) and (B) hereof, any such Liabilities that may have arisen or that may be based upon events that occurred while such 2seventy Participant or other individual was employed by or otherwise provided services to bluebird or a bluebird Group member, and (iii) any Liabilities expressly transferred or allocated to Bioverativ 2seventy or a Bioverativ 2seventy Group member under this Agreement.

Assumption and Retention of Liabilities. Biogen Alkermes and Bioverativ Xxxxx intend that employment-related Liabilities associated with Biogen Alkermes Participants are to be retained or assumed by Biogen Alkermes or an Alkermes Group member (other than, for the avoidance of doubt, a Biogen Mural Group member), and employment-related Liabilities associated with Bioverativ Mural Participants are to be assumed by Bioverativ Mural or a Bioverativ Mural Group member, in each case, except as specifically set forth herein. Accordingly, as of the Distribution Effective Time: (a) Biogen Alkermes or the applicable member of the Biogen Alkermes Group hereby retains or assumes and agrees to pay, perform, fulfill, fulfill and discharge, except as expressly provided in this Agreement, (i) all Liabilities arising under or related to Biogen Alkermes Plans, (ii) all employment or service-related Liabilities with respect to (A) all Biogen Alkermes Participants and (B) any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, worker or non-payroll worker or in any other employment or similar relationship primarily connected to Biogen Alkermes or a Biogen an Alkermes Group member and (iii) any Liabilities expressly transferred or allocated to Biogen Alkermes or a Biogen an Alkermes Group member under this Agreement (it being understood and agreed that the provisions of this Agreement do not create or constitute a source of any such Liability)Agreement; and (b) Bioverativ Mural or the applicable member of the Mural Group hereby retains or assumes and agrees to pay, perform, fulfill, fulfill and discharge, except as expressly provided in this Agreement, (i) all Liabilities arising under or related to Bioverativ Mural Plans, (ii) all employment or service-related Liabilities with respect to (A) all Bioverativ Mural Participants and (B) any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, worker or non-payroll worker or in any other employment or similar relationship primarily connected to Bioverativ Mural or a Bioverativ Mural Group member member, including, without limitation, for both (A) and (B) hereof, any such Liabilities that may have arisen or that may be based upon events that occurred while such Mural Participant or other individual was employed by or otherwise provided services to Alkermes or an Alkermes Group member, and (iii) any Liabilities expressly transferred or allocated to Bioverativ Mural or a Bioverativ Mural Group member under this Agreement.

Assumption and Retention of Liabilities. Biogen Recro and Bioverativ Baudax intend that employment-related Liabilities associated with Biogen Recro Participants are to be retained or assumed by Biogen Recro or a Biogen Recro Group member, and employment-related Liabilities associated with Bioverativ Baudax Participants are to be assumed by Bioverativ Baudax or a Bioverativ Baudax Group member, in each case, except as specifically set forth herein. Accordingly, as of the Distribution Effective Time: (a) Biogen Recro or the applicable member of the Biogen Recro Group hereby retains or assumes and agrees to pay, perform, fulfill, and discharge, except as expressly provided in this Agreement, (i) all Liabilities arising under or related to Biogen Recro Plans, (ii) all employment or service-related Liabilities with respect to (A) all Biogen Recro Participants and (B) any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment or similar relationship primarily connected to Biogen Recro or a Biogen Recro Group member and (iii) any Liabilities expressly transferred or allocated to Biogen Recro or a Biogen Recro Group member under this Agreement (it being understood and agreed that the provisions of this Agreement do not create or constitute a source of any such Liability); and (b) Bioverativ Baudax hereby retains or assumes and agrees to pay, perform, fulfill, and discharge, except as expressly provided in this Agreement, (i) all Liabilities arising under or related to Bioverativ Baudax Plans, (ii) all employment or service-related Liabilities with respect to (A) all Bioverativ Baudax Participants and (B) any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment or similar relationship primarily connected to Bioverativ Baudax or a Bioverativ Baudax Group member and (iii) any Liabilities expressly transferred or allocated to Bioverativ Baudax or a Bioverativ Baudax Group member under this Agreement.

Assumption and Retention of Liabilities. Biogen Recro and Bioverativ Baudax intend that employment-related Liabilities associated with Biogen Recro Participants are to be retained or assumed by Biogen Recro or a Biogen Recro Group member, and employment-related Liabilities associated with Bioverativ Baudax Participants are to be assumed by Bioverativ Baudax or a Bioverativ Baudax Group member, in each case, except as specifically set forth herein. Accordingly, as of the Distribution Transfer Effective Time: (a) Biogen Recro or the applicable member of the Biogen Recro Group hereby retains or assumes and agrees to pay, perform, fulfill, and discharge, except as expressly provided in this Agreement, (i) all Liabilities arising under or related to Biogen Recro Plans, (ii) all employment or service-related Liabilities with respect to (A) all Biogen Recro Participants and (B) any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment or similar relationship primarily connected to Biogen Recro or a Biogen Recro Group member and (iii) any Liabilities expressly transferred or allocated to Biogen Recro or a Biogen Recro Group member under this Agreement (it being understood and agreed that the provisions of this Agreement do not create or constitute a source of any such Liability); and (b) Bioverativ Baudax hereby retains or assumes and agrees to pay, perform, fulfill, and discharge, except as expressly provided in this Agreement, (i) all Liabilities arising under or related to Bioverativ Baudax Plans, (ii) all employment or service-related Liabilities with respect to (A) all Bioverativ Baudax Participants and (B) any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment or similar relationship primarily connected to Bioverativ Baudax or a Bioverativ Baudax Group member and (iii) any Liabilities expressly transferred or allocated to Bioverativ Baudax or a Bioverativ Baudax Group member under this Agreement.