Common use of Information and Documents Clause in Contracts

Information and Documents. (a) From and after the date hereof and prior to the Closing, subject to applicable Law and any applicable Order, upon reasonable advance notice to Seller, Seller shall permit Purchaser and its Representatives to have supervised, reasonable access, during regular normal business hours, to the Current Business Employees and to the assets, properties, books and records of the Conveyed Companies to the extent relating to the Business, and shall make available to Purchaser such financial and operating data and other available information with respect to the Business as Purchaser shall from time to time reasonably request (to the extent such data or information is reasonably available to Seller); provided, however, that no such access shall unreasonably interfere with the operation of the businesses of Seller or any of its Affiliates, including the Business; and provided, further, that neither Seller nor its Affiliates shall be required to take any action which could constitute a waiver of attorney-client privilege. (b) All information received by Purchaser and given by or on behalf of the Conveyed Companies in connection with this Agreement and the transactions contemplated hereby that constitutes “Evaluation Material” (as defined in the Confidentiality Agreement) will be held by Purchaser and its Affiliates and Representatives as “Evaluation Material” pursuant to the terms of, the Confidentiality Agreement. (c) It is expressly understood and agreed that, without the prior written consent of Seller, which consent may be granted or withheld in Seller’s sole and absolute discretion, nothing in this Agreement shall be construed to grant Purchaser, its Affiliates or the Purchaser Representatives the right to perform any Phase II or other environmental testing at, under, in or on any of the properties of the Conveyed Companies.

Information and Documents. (a) From and after the date hereof and prior to the until Closing, subject to applicable Law and any applicable Order, upon reasonable advance notice notice, to Sellerthe extent permitted by applicable Law, Seller Parties shall permit Purchaser Buyer and its Representatives representatives to have supervised, reasonable access, during regular normal business hours, to such information regarding the Current Business Employees and to the assets, properties, books and records of the Conveyed Companies to the extent relating to the Business, and shall make available to Purchaser such financial and operating data and other available information with respect to the Business Transferred Assets as Purchaser shall from time to time may be reasonably request (to the extent such data or information is reasonably available to Seller)requested by Buyer; provided, however, that no such access shall unreasonably interfere with the Seller Parties’ operation of the businesses of Seller or any of its Affiliates, including the Businessbusiness; and provided, provided further, that neither Seller nor its Affiliates shall be required Parties may restrict the foregoing access to take the extent that (A) in the reasonable judgment of Seller Parties, any action which applicable Law requires Seller Parties to restrict or prohibit access to any information, (B) in the reasonable judgment of Seller Parties, the information is subject to confidentiality obligations to a Third Party, or (C) disclosure of any such information or document could constitute a result in the loss or waiver of the attorney-client or other applicable privilege. (b) All information received by Purchaser Buyer and given by or on behalf of the Conveyed Companies either of Seller Parties in connection with this Agreement and the transactions contemplated hereby that constitutes “Evaluation Material” (as defined in the Confidentiality Agreement) will be held by Purchaser Buyer and its Affiliates Affiliates, agents and Representatives representatives as “Evaluation MaterialConfidential Information,” as defined in, and pursuant to the terms of, this Agreement and the Confidentiality Agreement. , as applicable. (c) It is expressly understood and agreed that[***] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, without the prior written consent of SellerMARKED BY [***], which consent may be granted or withheld in Seller’s sole and absolute discretion, nothing in this Agreement shall be construed to grant Purchaser, its Affiliates or the Purchaser Representatives the right to perform any Phase II or other environmental testing at, under, in or on any of the properties of the Conveyed Companies.HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. [***]

Information and Documents. (a) From and after the date hereof and prior to the Closing, subject to applicable Law and any applicable Order, upon reasonable advance notice to Seller, Seller shall permit Purchaser and its Representatives shall be entitled, upon prior written consent from Seller not to be unreasonably withheld, to have supervised, reasonable access, during regular normal business hours, to the Current Business Employees and Employees, Conveyed Company Business Employees, to the properties and facilities of the Conveyed Companies and the Asset Selling Entities, and, without limitation (other than as to access as set forth in this Section 5.1(a)), to the customers, suppliers, assets, properties, books and records of the Seller Entities and the Conveyed Companies Company relating primarily to the extent relating to Business (other than the BusinessExcluded Assets and the books and records related thereto), and shall make available to Purchaser Purchaser, without limitation (other than as to access as set forth in this Section 5.1(a)), such financial and operating data and other available information with respect to the Business as Purchaser shall from time to time reasonably request (to the extent such data or information is reasonably available to Seller)request; provided, however, that no such access shall unreasonably interfere with the operation of the businesses of Seller or any of its Affiliates, including the Business; and provided, further, that neither Seller nor its Affiliates shall be required to take any action which could constitute a waiver of attorney-client privilege. (b) All information received by Purchaser and given by or on behalf of the Seller Entities and the Conveyed Companies in connection with this Agreement and the transactions contemplated hereby that constitutes “Evaluation Material” (as defined in the Confidentiality Agreement) will shall be held by Purchaser and its Affiliates and Representatives as “Evaluation Material” ”, as defined in, and pursuant to the terms of, the Confidentiality Agreement. (c) If, at any time after the date hereof and prior to the Closing, any fact or circumstance relating to any Purchased Asset or the Conveyed Company that would make the representations and warranties of Seller contained in this Agreement untrue or misleading comes to the Knowledge of Purchaser, Purchaser agrees to promptly notify Seller of such fact or circumstance. (d) It is expressly understood and agreed that, without the prior written consent of Seller, which consent may be granted or withheld in Seller’s sole and absolute discretion, nothing in this Agreement shall be construed to grant Purchaser, its Affiliates or the Purchaser Representatives the right to perform any Phase I, Phase II or other environmental testing at, under, in or on any of the properties of the Asset Selling Entities or the Conveyed Companies.

Information and Documents. (a) From and after the date hereof and prior to the until Closing, subject to applicable Law and any applicable Order, upon reasonable advance notice notice, to Sellerthe extent permitted by applicable Law, Seller Parties shall permit Purchaser Buyer and its Representatives representatives to have supervised, reasonable access, during regular normal business hours, to such information regarding the Current Business Employees and to the assets, properties, books and records of the Conveyed Companies to the extent relating to the Business, and shall make available to Purchaser such financial and operating data and other available information with respect to the Business Transferred Assets as Purchaser shall from time to time may be reasonably request (to the extent such data or information is reasonably available to Seller)requested by Buyer; provided, however, that no such access shall unreasonably interfere with the Seller Parties’ operation of the businesses of Seller or any of its Affiliates, including the Businessbusiness; and provided, provided further, that neither Seller nor its Affiliates shall be required Parties may restrict the foregoing access to take the extent that (A) in the reasonable judgment of Seller Parties, any action which applicable Law requires Seller Parties to restrict or prohibit access to any information, (B) in the reasonable judgment of Seller Parties, the information is subject to confidentiality obligations to a Third Party, or (C) disclosure of any such information or document could constitute a result in the loss or waiver of the attorney-client or other applicable privilege. (b) All information received by Purchaser Buyer and given by or on behalf of the Conveyed Companies either of Seller Parties in connection with this Agreement and the transactions contemplated hereby that constitutes “Evaluation Material” (as defined in the Confidentiality Agreement) will be held by Purchaser Buyer and its Affiliates Affiliates, agents and Representatives representatives as “Evaluation MaterialConfidential Information,” as defined in, and pursuant to the terms of, this Agreement and the Confidentiality Agreement. , as applicable. (c) It is expressly understood and agreed that[***] [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, without the prior written consent of SellerMARKED BY BRACKETS, which consent may be granted or withheld in Seller’s sole and absolute discretionIS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, nothing in this Agreement shall be construed to grant Purchaser, its Affiliates or the Purchaser Representatives the right to perform any Phase II or other environmental testing at, under, in or on any of the properties of the Conveyed Companies.AS AMENDED. [***]

Information and Documents. (a) From and after the date hereof and prior to the Closing, subject to applicable Law and any applicable Order, upon reasonable advance notice to Seller, Seller shall permit Purchaser and its Representatives to have supervised, reasonable access, during regular normal business hours, to the Current Business Employees Employees, the employees of Seller or one of its Affiliates with knowledge of the Business and to the assets, properties, books properties and records of the Seller Entities and the Conveyed Companies to the extent relating primarily to the Business, and shall make available to Purchaser such financial and operating data and other available information with respect to the Business as Purchaser shall from time to time reasonably request (to the extent such data or information is reasonably available to Seller)request; provided, however, that no such access shall unreasonably interfere with the Seller Entities’ or the Conveyed Companies’ operation of the businesses of Seller or any of its Affiliatestheir respective businesses, including the Business; and provided, further, that neither Seller nor its Affiliates shall be required to take any action which could would constitute a waiver of attorney-client privilege. (b) All information received by Purchaser and given by or on behalf of the Seller Entities and the Conveyed Companies in connection with this Agreement and the transactions contemplated hereby that constitutes “Evaluation Material” (as defined in the Confidentiality Agreement) will be held by Purchaser and its Affiliates and Representatives as “Evaluation Material” ”, as defined in, and pursuant to the terms of, the Confidentiality Agreement. (c) It is expressly understood and agreed that, without the prior written consent of Seller, which consent may be granted or withheld in Seller’s sole and absolute discretion, nothing in this Agreement shall be construed to grant Purchaser, its Affiliates or the Purchaser Representatives the right to perform any Phase I, Phase II or other environmental testing at, under, in or on any of the properties of the Asset Selling Entities or the Conveyed Companies.

Information and Documents. (a) From and after the date hereof and prior to the Closing, subject to applicable Law and any applicable Order, upon reasonable advance notice to Seller, Seller shall permit Purchaser and its Representatives to have supervised, reasonable access, during regular normal business hours, to the Current Business Employees Employees, to other employees knowledgeable about the Business, the Purchased Assets or the Conveyed Companies (to the extent relating to the Business), and to the assets, properties, books and records of Seller and its Affiliates and the Conveyed Companies to the extent relating to the Business, the Purchased Assets (other than, for the avoidance of doubt, the Excluded Assets and the books and records related thereto) and the Conveyed Companies (to the extent relating to the Business), and shall make available to Purchaser such financial and operating data and other available information with respect to the Business or the Conveyed Companies (to the extent relating to the Business) as Purchaser shall from time to time reasonably request (to the extent such data or information is reasonably available to Sellerunder normal operating procedures); provided, however, that no such access shall unreasonably interfere with the operation of the businesses of Seller or any of its Affiliates, including the Business; and provided, further, that neither Seller nor its Affiliates shall be required to take any action which could would reasonably be likely to constitute a waiver of attorney-client privilege (provided that Seller and its Affiliates shall inform Purchaser as to the general nature of the information being withheld as a result of the foregoing and shall use their commercially reasonable efforts to make alternative arrangements to disclose such information in a way that would not waive such privilege). (b) All information received by Purchaser and given by or on behalf of the Seller Entities and the Conveyed Companies in connection with this Agreement and the transactions contemplated hereby that constitutes “Evaluation Material” (as defined in the Confidentiality Agreement) will be held by Purchaser and its Affiliates and Representatives as “Evaluation Material,” as defined in, and pursuant to the terms of, the Confidentiality Agreement. (c) It is expressly understood and agreed that, without the prior written consent of Seller, which consent may be granted or withheld in Seller’s sole and absolute discretion, nothing in this Agreement shall be construed to grant Purchaser, its Affiliates or the Purchaser Representatives the right to perform any Phase II or other environmental testing at, under, in or on any of the properties of the Asset Selling Entities or the Conveyed Companies.