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, Buyer and Sellers shall make reasonably available to each other and their respective Affiliates and Representatives (as reasonably requested), including for the purpose of coordinating integration activities and transition planning, and to any Taxing Authority or any other Governmental Authority, all books and records to the extent related to the Business, the Acquired Assets or the Assumed Liabilities for all periods prior to the Closing Date and shall use reasonable best efforts to preserve, 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 and records, (ii) Tax Returns to the extent related to the Business, the Acquired Assets or the Products and (iii) government Contract information, records or documents, to the extent relating to the Business or the Acquired Assets, for the required retention period. Buyer and Sellers shall also make available to each other for such period, during normal business hours when reasonably requested, personnel responsible for preparing or maintaining such information, records and documents, each as it relates to the Business, including product Liability and general insurance Liability. Sellers shall have the right to retain copies of all information and documents provided by Sellers to Buyer pursuant to Section 2.1, subject to Section 13.3. The right to access provided by this Section 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 Law, including limitations that are required to preserve any applicable attorney-client privilege, after For a period of six (6) years following the Closing, as applicable, Buyer and Sellers shall make reasonably available Seller will, upon reasonable notice, provide access to each the financial and other and their respective Affiliates and Representatives (as reasonably requested)records, including for the purpose of coordinating integration activities and transition planninginformation, and to any Taxing Authority or any other Governmental Authority, all books and records to the extent related and Tax Returns solely pertaining to the Business, the Acquired Assets or the Assumed Liabilities for all periods Products of the Business (other than any Consolidated Tax Returns) (a) relating to the period prior to the Closing Date and to the extent necessary or useful for Seller or its Affiliates in connection with any audit, investigation, dispute or litigation, in each case with a third party, or with or by any Governmental Authority, or any other reasonable business purpose, or to comply with any tax, accounting, regulatory or similar requirements or (b) to the extent requested by Buyer for any reason; provided, that any such access by Buyer or Seller shall not unreasonably interfere with the conduct of Buyer’s or Seller’s business. Buyer and Seller shall use reasonable best efforts to preserve, 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 financial and other records, information and books and records, and (ii) Tax Returns to the extent related solely pertaining to the Business, the Acquired Assets or the Products and (iii) government Contract information, records or documents, to the extent relating to the Business or the Acquired Assets, for the required retention periodother than any Consolidated Tax Returns). Buyer and Sellers shall also make available to each other for such period, during normal business hours when reasonably requested, personnel responsible for preparing or maintaining such information, records and documents, each as it relates to the Business, including product Liability and general insurance Liability. Sellers Seller shall have the right to retain copies of all information and documents provided by Sellers Seller to Buyer pursuant to Section 2.12.1 and copies of all other Books and Records, subject in each case to Section 13.3the extent such information, documents or Books and Records includes information related to the Retained Business; provided that such copies shall be deemed Buyer Information. The right to access provided by this Section 9.1 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 9.1 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, Buyer and Sellers Seller shall and Seller shall cause its applicable Affiliates to make reasonably available to each other and their respective Affiliates and Representatives (as reasonably requested), including for the purpose of coordinating integration activities and transition planning, ) and to any Taxing Authority or any other Governmental Authority, all books and records to the extent related to the BusinessCompound, the Acquired Assets or the Assumed Liabilities for all periods prior to the Closing Date and shall use commercially reasonable best efforts to preserve, 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 and records, (ii) Tax Returns solely pertaining to the extent related to research, development or manufacture of the BusinessCompound, the Acquired Assets or the any Products and (iii) government Contract information, records or documents, to the extent relating to the Business research, development or manufacture of the Compound, the Acquired Assets or the Acquired AssetsAssumed Liabilities; provided, for that a Party and its Affiliates and Representatives shall only be entitled to access such books and records identified in clause (ii) to the required retention periodextent necessary 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. Buyer and Sellers Seller shall also make available to each other 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, each as it relates to that no such personnel access shall unreasonably disrupt the Business, including product Liability and general insurance Liability. Sellers shall have the right to retain copies of all information and documents provided by Sellers to Buyer pursuant to Section 2.1, subject to Section 13.3other Party’s normal business operations. The right to access provided by this Section 9.1 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.