Common use of Books and Records; Access; Assistance Clause in Contracts

Books and Records; Access; Assistance. (a) Subject to any limitations imposed by Law, including limitations that are required to preserve any applicable attorney-client privilege, after the Closing, as applicable, Buyers and Seller Parties shall make reasonably available to each other and their respective Affiliates and Representatives (as reasonably requested) and to any Taxing authority or any other Governmental Authority, all Books and Records relating to the Business, the Acquired Assets or the Products for all periods prior to Closing and shall use commercially reasonable efforts to preserve, until six (6) years after the Closing (i) all such Books and Records; (ii) Tax information, records or documents pertaining to the Business, the Acquired Assets or the Products until the expiration of all applicable statutes of limitations for Taxes or extensions thereof; and (iii) government Contract information, records or documents for the required retention period. Buyers and Seller Parties shall also make available to each other, during normal business hours when reasonably requested, personnel responsible for preparing or maintaining information, records and documents, in connection with Tax matters or governmental Contracts, each as it relates to the Business, including without limitation, product Liability and general insurance Liability. In addition, subject to clause (b) below, Seller Parties also shall make reasonably available to Buyers (during normal business hours when reasonably requested) personnel responsible for preparing or maintaining the design history files related to the Business and the Products, laboratory notebooks and/or other historic information related to the Transferred Intellectual Property, which personnel shall reasonably cooperate with Buyers in the transfer to Buyers of historical information related to the Transferred Intellectual Property in accordance with the terms and conditions of this Agreement and the applicable Local Agreements. Sellers shall have the right to retain copies of all information and documents provided to Buyers pursuant to Section 2.1 and, to the extent reasonably necessary in connection with the non-Business business and operations of Sellers and their Affiliates, use such information and documentation in the Ordinary Course of Business consistent with past practice. The right to access provided by this Section 8.1 shall include the right to make copies of accessed documents, provided that (A) all such copies shall be at the sole cost and expense of the requesting Party, and (B) the Party providing access shall have the right to reasonably redact all such documents.

Books and Records; Access; Assistance. (a) Subject to any limitations imposed by Law, including limitations that are required to preserve any applicable attorney-client privilege, and subject to Section 13.3, after the Closing, as applicable, Buyers Buyer and Seller Parties shall Sellers shall, at no cost to the other, make reasonably available (x) to each other and their respective Affiliates and Representatives (Representatives, as reasonably requestedrequested and, in the case of Sellers, only in connection with the preparation of Tax Returns, the preparation of financial statements, or any investigations or litigation brought by a Governmental Authority, and (y) and to any Taxing authority Authority or any other Governmental Authority, in each case all Books books and Records relating records to the extent related to the Business, the Transferred Group, the Transferred Group Assets, the Acquired Assets or the Products Assumed Liabilities for all periods prior to the Closing Date (other than any Consolidated Tax Returns) and shall use commercially reasonable best efforts to preserve, until for at least six (6) years after the Closing Date or, if applicable and later, the expiration of the applicable statutes of limitations or extensions thereof: (i) all such Books books and Records; records, (ii) Tax information, records or documents Returns solely pertaining to the Business, the Transferred Group, the Transferred Group Assets, the Acquired Assets or the Products until the expiration of all applicable statutes of limitations for Taxes or extensions thereof; (other than any Consolidated Tax Returns) and (iii) government Contract information, records or documents documents, to the extent relating to the Business, the Transferred Group, the Transferred Group Assets, the Acquired Assets or the Assumed Liabilities, for the required retention period. Buyers Buyer and Seller Parties Sellers shall also make available to each otherother for such period, during normal business hours when reasonably requestedrequested and, in the case of Sellers, only in connection with the preparation of Tax Returns, the preparation of financial statements, or any investigations or litigation brought by a Governmental Authority, personnel responsible for preparing or maintaining such information, records and documents, in connection with Tax matters or governmental Contracts, each case as it relates to the Business, including without limitation, product Liability and general insurance Liability. In addition, subject to clause (b) below, Seller Parties also shall make reasonably available to Buyers (during normal business hours when reasonably requested) personnel responsible for preparing or maintaining the design history files related to the Business and the Products, laboratory notebooks and/or other historic information related to the Transferred Intellectual Property, which personnel shall reasonably cooperate with Buyers in the transfer to Buyers of historical information related to the Transferred Intellectual Property in accordance with the terms and conditions of this Agreement and the applicable Local Agreements. Sellers shall have the right to retain copies of all information and documents provided by Sellers to Buyers Buyer pursuant to Section 2.1 and2.1, subject to the extent reasonably necessary in connection with the non-Business business and operations of Sellers and their Affiliates, use such information and documentation in the Ordinary Course of Business consistent with past practiceSection 13.3. The right to access provided by this Section 8.1 9.1 shall include the right to make copies of accessed documents, provided that (A) all such copies shall be at the sole cost and expense of the requesting Party, and (B) the . The Party providing access under this Section 9.1 shall have the right to reasonably redact all such documents.

Books and Records; Access; Assistance. (a) Subject to any limitations imposed by Law, including limitations that are required to preserve any applicable attorney-client privilege, after the Closing, as applicable, Buyers and Seller Parties Sellers shall make reasonably available to each other and their respective Affiliates and Representatives (as reasonably requested) and to any Taxing taxing authority or any other Governmental Authority, all Books books and Records records to the extent relating to the Business, the Acquired Assets or and the Products Assumed Liabilities for all periods prior to the Closing Date and shall use commercially reasonable best efforts to preserve, until for at least six (6) years after the Closing Date or, if applicable and later, the expiration of the applicable statutes of limitations or extension thereof: (i) all such Books books and Records; records, (ii) Tax informationwork papers, records or Tax information statements, Tax documents and Tax Returns pertaining to the Business, the Acquired Assets or the Products until the expiration of all applicable statutes of limitations that apply to Claims asserted for Taxes or extensions thereof; related to the matters addressed in such work papers, information statements, documents and returns and (iii) government Contract information, records or documents documents, to the extent relating to the Business or the Acquired Assets, for the required retention period. Buyers and Seller Parties Sellers shall also make available to each other, during normal business hours when reasonably requested, personnel responsible for preparing or maintaining information, records and documents, in connection with Tax matters or governmental Contracts, each as it relates to the Business, including without limitation, product Liability and general insurance Liability. In addition, subject to clause (b) below, Seller Parties also shall make reasonably available to Buyers (during normal business hours when reasonably requested) personnel responsible for preparing or maintaining the design history files related to the Business and the Products, laboratory notebooks and/or other historic information related to the Transferred Intellectual Property, which personnel shall reasonably cooperate with Buyers in the transfer to Buyers of historical information related to the Transferred Intellectual Property in accordance with the terms and conditions of this Agreement and the applicable Local Agreements. Sellers shall have the right to retain copies of all information and documents provided by Sellers to Buyers pursuant to Section 2.1 and, to the extent reasonably necessary in connection with the non-Business business and operations of Sellers and their Affiliates, use such information and documentation in the Ordinary Course of Business consistent with past practice2.1. The right to access provided by this Section 8.1 9.1 shall include the right to make copies of accessed documents, provided that (A) all such copies shall be at the sole cost and expense of the requesting Party, and (B) the Party providing access shall have the right to reasonably redact all such documents.

Books and Records; Access; Assistance. (a) Subject to any limitations imposed by LawSection 8.1(b), including limitations that are required to preserve any applicable attorney-client privilege, after the Closing, as applicable, Buyers Buyer and Seller Parties shall and Seller shall cause its applicable Subsidiaries to make reasonably available to each other and their respective Affiliates and Representatives (as reasonably requested) and to any Taxing authority Authority or any other Governmental Authority, all Books books and Records relating records to the extent related to the Business, the Acquired Assets or the Products Assumed Liabilities for all periods prior to the Closing Date and shall use commercially reasonable efforts to preserve, until six (6) years for at least [***] after the Closing Date or, if applicable and later, the expiration of the applicable statutes of limitations or extensions thereof: (i) all such Books books and Records; records, (ii) Tax information, records or documents Returns solely pertaining to the Business, the Acquired Assets or the Products until the expiration of all applicable statutes of limitations for Taxes or extensions thereof; and (iii) government Contract information, records or documents documents, to the extent relating to the Business, the Acquired Assets or the Assumed Liabilities; provided, that Seller and its respective Affiliates and Representatives shall only be entitled to access such books and records identified in clause (ii) to the extent necessary or useful in connection with any Tax or other Proceeding, including any Tax audit, by or before any Governmental Authority or to satisfy their respective Tax, accounting or financial reporting obligations for fiscal periods that precede or include the required retention periodClosing Date (each, a “Permitted Access Purpose”). Buyers Buyer and Seller Parties shall also make available to each otherother (in the case of access to Buyer’s personnel, solely for a Permitted Access Purpose) for such period, during normal business hours when reasonably requestedand upon reasonable advanced request, personnel responsible for preparing or maintaining such information, records and documents; provided, in connection with Tax matters or governmental Contracts, each as it relates to that no such personnel access shall unreasonably disrupt the Business, including without limitation, product Liability and general insurance Liability. In addition, subject to clause (b) below, Seller Parties also shall make reasonably available to Buyers (during other Party’s normal business hours when reasonably requested) personnel responsible for preparing or maintaining the design history files related to the Business and the Products, laboratory notebooks and/or other historic information related to the Transferred Intellectual Property, which personnel shall reasonably cooperate with Buyers in the transfer to Buyers of historical information related to the Transferred Intellectual Property in accordance with the terms and conditions of this Agreement and the applicable Local Agreements. Sellers shall have the right to retain copies of all information and documents provided to Buyers pursuant to Section 2.1 and, to the extent reasonably necessary in connection with the non-Business business and operations of Sellers and their Affiliates, use such information and documentation in the Ordinary Course of Business consistent with past practiceoperations. The right to access provided by this Section 8.1 shall include the right to make copies of accessed documents; provided, provided that (A) all such copies shall be at the sole cost and expense of the requesting Party, and (B) the . The Party providing access under this Section 8.1 shall have the right to reasonably redact all such documents.

Books and Records; Access; Assistance. (a) Subject to any limitations imposed by Law, including limitations that are required to preserve any applicable attorney-client privilege, after the Closing, as applicable, Buyers and Seller Parties Sellers shall make reasonably available to each other and their respective Affiliates and Representatives (as reasonably requested) and to any Taxing taxing authority or any other Governmental Authority, all Books books and Records records to the extent relating to the Business, the Acquired Assets or and the Products Assumed Liabilities for all periods prior to the Closing Date and shall use commercially reasonable best efforts to preserve, until for at least six (6) years after the Closing Date or, if applicable and later, the expiration of the applicable statutes of limitations or extension thereof: (i) all such Books books and Records; records, (ii) Tax informationwork papers, records or Tax information statements, Tax documents and Tax Returns pertaining to the Business, the Acquired Assets or the Products until the expiration of all applicable statutes of limitations that apply to Claims asserted for Taxes or extensions thereof; related to the matters addressed in such work papers, information OC\1994682.10 statements, documents and returns and (iii) government Contract information, records or documents documents, to the extent relating to the Business or the Acquired Assets, for the required retention period. Buyers and Seller Parties Sellers shall also make available to each other, during normal business hours when reasonably requested, personnel responsible for preparing or maintaining information, records and documents, in connection with Tax matters or governmental Contracts, each as it relates to the Business, including without limitation, product Liability and general insurance Liability. In addition, subject to clause (b) below, Seller Parties also shall make reasonably available to Buyers (during normal business hours when reasonably requested) personnel responsible for preparing or maintaining the design history files related to the Business and the Products, laboratory notebooks and/or other historic information related to the Transferred Intellectual Property, which personnel shall reasonably cooperate with Buyers in the transfer to Buyers of historical information related to the Transferred Intellectual Property in accordance with the terms and conditions of this Agreement and the applicable Local Agreements. Sellers shall have the right to retain copies of all information and documents provided by Sellers to Buyers pursuant to Section 2.1 and, to the extent reasonably necessary in connection with the non-Business business and operations of Sellers and their Affiliates, use such information and documentation in the Ordinary Course of Business consistent with past practice2.1. The right to access provided by this Section 8.1 9.1 shall include the right to make copies of accessed documents, provided that (A) all such copies shall be at the sole cost and expense of the requesting Party, and (B) the Party providing access shall have the right to reasonably redact all such documents.