Common use of Mixed Contracts Clause in Contracts

Mixed Contracts. Except as may otherwise be agreed by the Parties and except as otherwise contemplated by any International Transition Period Agreement, in the case of a Mixed Contract, the Parties shall use commercially reasonable efforts to cause such Mixed Contract to be: (i) assigned in relevant part to AbbVie or an AbbVie Subsidiary (or to Abbott or an Abbott Subsidiary if the contracting party is a Transferred Entity) if so assignable; (ii) appropriately amended, prior to, on or after the Effective Time (or, in the case of a Mixed Contract that inures to the benefit or burden of both Abbott or an Abbott Subsidiary, on the one hand, and a Transferred Entity that shall be transferred to AbbVie or an AbbVie Subsidiary after the Effective Time as part of a local closing of a Deferred AbbVie Local Business under the terms of the applicable International Transition Period Agreement, on the other hand, on or after such local closing); or (iii) replaced or otherwise addressed with suitable arrangements, in either case so that each Party or their respective Subsidiaries shall be entitled to the rights and benefits and shall assume the related portion of any obligations and Liabilities inuring to their respective businesses; provided, however, that in no event shall either Party or its respective Subsidiaries be required to assign or amend any Mixed Contract in its entirety or to assign a portion of any Mixed Contract that is not assignable or cannot be amended by its terms (including any terms imposing Consents or conditions on an assignment where such Consents or conditions have not been obtained or fulfilled). If any Mixed Contract cannot be so partially assigned, or cannot be amended, or if such assignment or amendment would impair the benefit the parties thereto derive from such Mixed Contract and such Mixed Contract is not replaced or otherwise addressed with suitable arrangements, Xxxxxx and AbbVie shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to cause: (A) the Assets associated with that portion of each Mixed Contract that relates to the AbbVie Business to be enjoyed by AbbVie or an AbbVie Subsidiary; (B) the Liabilities associated with that portion of each Mixed Contract that relates to the AbbVie Business to be borne by AbbVie or an AbbVie Subsidiary; (C) the Assets associated with that portion of each Mixed Contract that relates to the Abbott Business to be enjoyed by Abbott or an Abbott Subsidiary; and (D) the Liabilities associated with that portion of each Mixed Contract that relates to the Abbott Business to be borne by Abbott or an Abbott Subsidiary.

Mixed Contracts. Except as may otherwise be agreed by the Parties and except as otherwise contemplated by any International Transition Period Agreement, in the case of a Mixed Contract, the Parties shall use commercially reasonable efforts to cause such Mixed Contract to be: (i) assigned in relevant part to AbbVie Baxalta or an AbbVie a Baxalta Subsidiary (or to Abbott Baxter or an Abbott a Baxter Subsidiary if the contracting party is a Transferred Entity) if so assignable; (ii) appropriately amended, prior to, on or after the Effective Time (or, in the case of a Mixed Contract that inures to the benefit reward or burden of both Abbott Baxter or an Abbott a Baxter Subsidiary, on the one hand, and a Transferred Entity that shall be transferred to AbbVie Baxalta or an AbbVie a Baxalta Subsidiary after the Effective Time as part of a local closing of a Deferred AbbVie Baxalta Local Business under the terms of the applicable International Transition Period Agreement, on the other hand, on or after such local closing); or (iii) replaced or otherwise addressed with suitable arrangements, in either each case so that each Party or their respective Subsidiaries shall be entitled to the rights and benefits and shall assume the related portion of any obligations and Liabilities inuring to their respective businesses; provided, however, that in no event shall either Party or its respective Subsidiaries be required to assign or amend any Mixed Contract in its entirety or to assign a portion of any Mixed Contract that is not assignable or cannot be amended by its terms (including any terms imposing Consents or conditions on an assignment where such Consents or conditions have not been obtained or fulfilled). If any Mixed Contract cannot be so partially assigned, or cannot be amended, or if such assignment or amendment would impair the benefit the parties thereto derive from such Mixed Contract and such Mixed Contract is not replaced or otherwise addressed with suitable arrangements, Xxxxxx Baxter and AbbVie Baxalta shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to cause: cause (at Baxalta’s cost and expense): (A) the Assets associated with that portion of each Mixed Contract that relates to the AbbVie Baxalta Business to be enjoyed by AbbVie Baxalta or an AbbVie a Baxalta Subsidiary; (B) the Liabilities associated with that portion of each Mixed Contract that relates to the AbbVie Baxalta Business to be borne by AbbVie Baxalta or an AbbVie a Baxalta Subsidiary; (C) the Assets associated with that portion of each Mixed Contract that relates to the Abbott Baxter Business to be enjoyed by Abbott Baxter or an Abbott a Baxter Subsidiary; and (D) the Liabilities associated with that portion of each Mixed Contract that relates to the Abbott Baxter Business to be borne by Abbott Baxter or an Abbott a Baxter Subsidiary.

Mixed Contracts. Except as may otherwise be agreed by the Parties and except as otherwise contemplated by any International Transition Period AgreementParties, in the case that any contract or agreement that is not transferred to Organon or an Organon Subsidiary at or prior to the Distribution Date inures to the benefit or burden of a Mixed Contractboth the Merck Business and the Organon Business and, in Merck’s sole discretion, Organon demonstrates within 12 months following the Parties Distribution Date that such contract or agreement is necessary to the Organon Business, then Merck shall use its commercially reasonable efforts to cause such Mixed Contract contract or agreement to be: (i) assigned in relevant part to AbbVie Organon or an AbbVie Organon Subsidiary (or to Abbott or an Abbott Subsidiary if the contracting party is a Transferred Entity) if so assignable; (ii) appropriately amended, prior to, on or after the Effective Time (or, in the case of a Mixed Contract contract that inures to the benefit or burden of both Abbott Merck or an Abbott a Merck Subsidiary, on the one hand, and a Transferred Entity that shall be transferred to AbbVie Organon or an AbbVie a Organon Subsidiary after the Effective Time as part of a local closing Local Closing of a Deferred AbbVie Organon Local Business under the terms of the applicable International Transition Period AgreementBusiness, on the other hand, on or after such local closingLocal Closing); or (iii) replaced or otherwise addressed with suitable arrangements, in either each case so that each Party or their respective Subsidiaries shall be entitled to the rights and benefits and shall assume the related portion of any obligations obligations, burdens and Liabilities inuring to their respective businesses; provided, however, that in no event shall either Party Merck or its respective Subsidiaries be required to assign or amend any Mixed Contract contract in its entirety or to assign a portion of any Mixed Contract contract that is not assignable or cannot be amended by its terms (including any terms imposing Consents or conditions on an assignment where such Consents or conditions have not been obtained or fulfilled). If any Mixed Contract such contract cannot be so partially assigned, or cannot be amended, or if such assignment or amendment would impair the benefit that the parties Parties thereto derive from such Mixed Contract contract and such Mixed Contract contract is not replaced or otherwise addressed with suitable arrangements, Xxxxxx Merck and AbbVie Organon shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to causecause (at Organon’s cost and expense) the following for two years after the 12 months following the Distribution Date, or such other term as the Parties shall mutually agree: (A) the Assets associated with that portion of each Mixed Contract such contract that relates to the AbbVie Organon Business to be enjoyed by AbbVie Organon or an AbbVie Organon Subsidiary; (B) the Liabilities associated with that portion of each Mixed Contract such contract that relates to the AbbVie Organon Business to be borne by AbbVie Organon or an AbbVie Organon Subsidiary; (C) the Assets associated with that portion of each Mixed Contract such contract that relates to the Abbott Merck Business to be enjoyed by Abbott Merck or an Abbott a Merck Subsidiary; and (D) the Liabilities associated with that portion of each Mixed Contract such contract that relates to the Abbott Merck Business to be borne by Abbott Merck or an Abbott a Merck Subsidiary.

Mixed Contracts. Except as may otherwise be agreed by the Parties and except as otherwise contemplated by in writing (including any International Transition Period Ancillary Agreement), any Contract (other than any Availability Contract) to which any member of the Availability Group or any member of the SDS Group is a party prior to the Distribution Date, in the case of a Mixed Contracteach case, the Parties shall use commercially reasonable efforts to cause such Mixed Contract to be: (i) assigned in relevant part to AbbVie or an AbbVie Subsidiary (or to Abbott or an Abbott Subsidiary if the contracting party is a Transferred Entity) if so assignable; (ii) appropriately amended, prior to, on or after the Effective Time (or, in the case of a Mixed Contract that inures in whole or in part to the benefit or burden of both Abbott or an Abbott Subsidiary, on the one hand, and a Transferred Entity that shall be transferred to AbbVie or an AbbVie Subsidiary after the Effective Time as part of a local closing of a Deferred AbbVie Local Business under the terms each of the applicable International Transition Period AgreementAvailability Business and the SDS Business (each, on a “Mixed Contract”), shall, to the other handextent commercially reasonable, on or after such local closing); or (iii) replaced or otherwise addressed with suitable arrangementsbe separated, in either case as of the Distribution Date, so that each Party or their respective Subsidiaries the applicable members of the Availability Group and the SDS Group shall be entitled to the rights and benefits thereunder and shall assume the related portion of any obligations and Liabilities inuring to their respective businesses; provided, however, that in no event shall either Party or its respective Subsidiaries be required to assign or amend any Mixed Contract in its entirety or to assign a portion of any Mixed Contract that is not assignable or cannot be amended by its terms (including any terms imposing Consents or conditions on an assignment where such Consents or conditions have not been obtained or fulfilled). If any Mixed Contract cannot be so partially assignedseparated, or cannot be amended, or if such assignment or amendment would impair the benefit the parties thereto derive from such Mixed Contract and such Mixed Contract is not replaced or otherwise addressed with suitable arrangements, Xxxxxx and AbbVie Parties shall, and shall cause each the applicable members of their respective Subsidiaries Groups to, take such other commercially reasonable and permissible actions efforts to cause: cause (Aa) the Assets rights and benefits associated with that portion of each Mixed Contract that relates to (i) the AbbVie Availability Business to be enjoyed by AbbVie the applicable member(s) of the Availability Group or an AbbVie Subsidiary(ii) the SDS Business to be enjoyed by the applicable member(s) of the SDS Group; and (Bb) the Liabilities associated with that portion of each Mixed Contract that relates to (i) the AbbVie Availability Business to be borne by AbbVie the applicable member(s) of the Availability Group or an AbbVie Subsidiary; (Cii) the Assets associated with that portion of each Mixed Contract that relates to the Abbott Business to be enjoyed by Abbott or an Abbott Subsidiary; and (D) the Liabilities associated with that portion of each Mixed Contract that relates to the Abbott SDS Business to be borne by Abbott the applicable member(s) of the SDS Group. The costs of such separation shall be borne by the Parties in proportion to the rights and benefits inuring to each Group under the Mixed Contract. Notwithstanding anything to the contrary contained herein, (x) the Liabilities to be borne by any member of the SDS Group under any Mixed Contracts hereunder shall not include and no member of the SDS Group shall assume or an Abbott Subsidiaryhave any responsibility for, and AS SpinCo shall, and shall cause the other members of the Availability Group to, retain and be responsible for paying, performing and discharging when due, any Availability Liabilities and (y) the Liabilities to be borne by any member of the Availability Group under any Mixed Contracts hereunder shall not include and no member of the Availability Group shall assume or have any responsibility for, and SDS shall, and shall cause the other members of the SDS Group to, retain and be responsible for paying, performing and discharging when due, any SDS Liabilities.

Mixed Contracts. Except as may otherwise be agreed by Unless the Parties agree otherwise (including but not limited to the Parties’ agreement in Section 4.01 regarding insurance matters), any agreement to which SG, Xxxxx Inc., Cowen LLC or any of their respective Subsidiaries is a party prior to the Separation Date that inures to the benefit or burden of each of the SG Business and except as otherwise contemplated by any International Transition Period Agreement, in the case of Cowen Business (a “Mixed Contract, the Parties ”) shall use commercially reasonable efforts to cause such Mixed Contract to be: (i) be assigned in relevant part to AbbVie Xxxxx Inc. or an AbbVie Subsidiary (or to Abbott or an Abbott Subsidiary if the contracting party is a Transferred Entity) its Subsidiaries, if so assignable; (ii) appropriately amended, prior to, on or after the Effective Time (orSeparation Date, in the case of a Mixed Contract that inures to the benefit or burden of both Abbott or an Abbott Subsidiary, on the one hand, and a Transferred Entity that shall be transferred to AbbVie or an AbbVie Subsidiary after the Effective Time as part of a local closing of a Deferred AbbVie Local Business under the terms of the applicable International Transition Period Agreement, on the other hand, on or after such local closing); or (iii) replaced or otherwise addressed with suitable arrangements, in either case so that each Party or their respective Subsidiaries shall be entitled to the rights and benefits and shall assume the related portion of any obligations and Liabilities inuring to their respective businesses; provided, however, that in no event shall either Party SG, Xxxxx Inc, Cowen LLC or its any of their respective Subsidiaries be required to assign or amend any Mixed Contract in its entirety or to assign a portion of any Mixed Contract that is not assignable or cannot be amended by its terms (including any terms imposing Consents or conditions on an assignment where such Consents or conditions have not been obtained or fulfilled)entirety. If any Mixed Contract cannot be so partially assigned, or cannot be amended, or if such assignment or amendment would impair the benefit the parties thereto derive from such Mixed Contract SG and such Mixed Contract is not replaced or otherwise addressed with suitable arrangements, Xxxxxx and AbbVie Xxxxx Inc. shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to cause: (Ai) the Assets associated with that portion of each Mixed Contract that relates to the AbbVie Cowen Business to be enjoyed by AbbVie Xxxxx Inc. or an AbbVie a Cowen Subsidiary; (Bii) the Liabilities associated with that portion of each Mixed Contract that relates to the AbbVie Cowen Business to be borne by AbbVie Xxxxx Inc. or an AbbVie a Cowen Subsidiary; (Ciii) the Assets associated with that portion of each Mixed Contract that relates to the Abbott SG Business to be enjoyed by Abbott SG or an Abbott SG Subsidiary; and (Div) the Liabilities associated with that portion of each Mixed Contract that relates to the Abbott SG Business to be borne by Abbott SG or an Abbott SG Subsidiary. If any Liability associated with the Mixed Contracts cannot be allocated as set forth in the preceding sentence, such Liability shall be allocated to SG and Xxxxx Inc. based on the relative proportions of total benefit received (over the term of the Mixed Contract, measured as of the date of the allocation) under the relevant Mixed Contract as mutually determined by SG and Xxxxx Inc. Notwithstanding the foregoing, each party shall be responsible for any or all Liabilities arising out of or resulting from its breach of the relevant Mixed Contract by reason of any failure to properly perform its obligations thereunder.

Mixed Contracts. Except as may otherwise be agreed by the Parties and except as otherwise contemplated by any International Transition Period Agreement, in the case of a Mixed Contract, the Parties shall use commercially reasonable efforts to cause such Mixed Contract to be: (i) be assigned in relevant part to AbbVie or an AbbVie Subsidiary Subsidiary, (or to Abbott or an Abbott Subsidiary if the contracting party is a Transferred Entity) if so assignable; (ii) , or appropriately amended, prior to, on or after the Effective Time (or, in the case of a Mixed Contract that inures to the benefit or burden of both Abbott or an Abbott Subsidiary, on the one hand, and a Transferred Entity that shall be transferred to AbbVie or an AbbVie Subsidiary after the Effective Time as part of a local closing of a Deferred AbbVie Local Business under the terms of the applicable International Transition Period Agreement, on the other hand, on or after such local closing); or (iii) replaced or otherwise addressed with suitable arrangements, in either case so that each Party or their respective Subsidiaries shall be entitled to the rights and benefits and shall assume the related portion of any obligations and Liabilities inuring to their respective businesses; provided, however, that in no event shall either Party or its respective Subsidiaries be required to assign or amend any Mixed Contract in its entirety or to assign a portion of any Mixed Contract that is not assignable or cannot be amended by its terms (including any terms imposing Consents or conditions on an assignment where such Consents or conditions have not been obtained or fulfilled). If any Mixed Contract cannot be so partially assigned, or cannot be amended, or if such assignment or amendment would impair the benefit the parties thereto derive from such Mixed Contract and such Mixed Contract is not replaced or otherwise addressed with suitable arrangementsContract, Xxxxxx and AbbVie shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to cause: (A) the Assets associated with that portion of each Mixed Contract that relates to the AbbVie Business to be enjoyed by AbbVie or an AbbVie Subsidiary; (B) the Liabilities associated with that portion of each Mixed Contract that relates to the AbbVie Business to be borne by AbbVie or an AbbVie Subsidiary; (C) the Assets associated with that portion of each Mixed Contract that relates to the Abbott Business to be enjoyed by Abbott or an Abbott Subsidiary; and (D) the Liabilities associated with that portion of each Mixed Contract that relates to the Abbott Business to be borne by Abbott or an Abbott Subsidiary.

Mixed Contracts. Except as may (a) Unless CBS and New Viacom otherwise be agreed by the Parties and except as otherwise contemplated by any International Transition Period Agreementagree, in the case of a Mixed Contract, the Parties shall use commercially reasonable efforts to cause such Mixed Contract to be: (i) any Contract that is a New Viacom Asset but inures to the benefit or burden of any member of the CBS Group (including, without limitation, those Contracts listed on Schedule 2.03(a)(i)) or that is a CBS Asset but inures to the benefit or burden of any member of the New Viacom Group (including, without limitation, those Contracts listed on Schedule 2.03(a)(ii)) (each, a “Mixed Contract”) shall be assigned in relevant part to AbbVie or an AbbVie Subsidiary (or to Abbott or an Abbott Subsidiary if the contracting party is a Transferred Entityapplicable member(s) of the other Group, if so assignable; (ii) appropriately amended, prior to, on or after the Effective Time (orSeparation Date, in the case of a Mixed Contract that inures to the benefit or burden of both Abbott or an Abbott Subsidiary, on the one hand, and a Transferred Entity that shall be transferred to AbbVie or an AbbVie Subsidiary after the Effective Time as part of a local closing of a Deferred AbbVie Local Business under the terms of the applicable International Transition Period Agreement, on the other hand, on or after such local closing); or (iii) replaced or otherwise addressed with suitable arrangements, in either case so that each Party party or the members of their respective Subsidiaries Groups shall be entitled to the rights and benefits benefits, and shall assume the related portion of any obligations and Liabilities Liabilities, inuring to their respective businesses; provided, however, that in no event shall any member of either Party or its respective Subsidiaries Group be required to assign or amend any Mixed Contract in its entirety or to assign a portion of any Mixed Contract that (including, without limitation, any Policy) which is not assignable or cannot be amended by its terms (including including, without limitation, any terms imposing Consents consents or conditions on an assignment where such Consents consents or conditions have not been obtained or fulfilled). If ) and (ii) if any Mixed Contract cannot be so partially assigned, assigned by its terms or cannot be amendedotherwise, or if such assignment or amendment would impair the benefit the parties thereto derive from such Mixed Contract Contract, CBS and such Mixed Contract is not replaced or otherwise addressed with suitable arrangements, Xxxxxx and AbbVie New Viacom shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to cause: (A) a member of the Assets associated with New Viacom Group to receive the benefit of that portion of each Mixed Contract that relates to the AbbVie New Viacom Business (to be enjoyed the extent so related) as if such Mixed Contract had been assigned to a member of the New Viacom Group pursuant to this Section 2.03 and to bear the burden of the corresponding Liabilities as if such Liabilities had been assumed by AbbVie or an AbbVie Subsidiary; a member of the New Viacom Group pursuant to this Section 2.03, and (B) a member of the Liabilities associated with CBS Group to receive the benefit of that portion of each Mixed Contract that relates to the AbbVie CBS Business as if such Mixed Contract had been assigned to be borne a member of the CBS Group pursuant to this Section 2.03 and to bear the burden of the corresponding Liabilities as if such Liabilities had been assumed by AbbVie or an AbbVie Subsidiary; a member of the CBS Group pursuant to this Section 2.03. Each of New Viacom and CBS shall, and shall cause the members of its Group to, (Ci) treat for all Income Tax purposes the Assets associated with that portion of each Mixed Contract that relates inuring to their respective businesses as Assets owned by, or Liabilities of, such party as of the Separation Date and (ii) neither report nor take any Income Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax Law or good faith resolution of a Tax Contest relating to Income Taxes). (b) Nothing in paragraph (a) above shall require any member of either Group to make any material payment (except to the Abbott Business extent advanced, assumed or agreed in advance to be enjoyed reimbursed by Abbott any member of the other Group), incur any material obligation or an Abbott Subsidiary; and grant any material concession on behalf of any member of the other Group in order to effect any transaction contemplated by paragraph (Da) the Liabilities associated with that portion of each Mixed Contract that relates to the Abbott Business to be borne by Abbott or an Abbott Subsidiaryabove.

Mixed Contracts. Except as may otherwise be agreed by the Parties and except as otherwise contemplated by any International Transition Period Agreement, in the case of a Mixed Contract, the Parties shall use commercially reasonable efforts to cause such Mixed Contract to be: (i) assigned in relevant part to AbbVie Baxalta or an AbbVie a Baxalta Subsidiary (or to Abbott Baxter or an Abbott a Baxter Subsidiary if the contracting party is a Transferred Entity) if so assignable; (ii) appropriately amended, prior to, on or after the Effective Time (or, in the case of a Mixed Contract that inures to the benefit or burden of both Abbott Baxter or an Abbott a Baxter Subsidiary, on the one hand, and a Transferred Entity that shall be transferred to AbbVie Baxalta or an AbbVie a Baxalta Subsidiary after the Effective Time as part of a local closing of a Deferred AbbVie Baxalta Local Business under the terms of the applicable International Transition Period Agreement, on the other hand, on or after such local closing); or (iii) replaced or otherwise addressed with suitable arrangements, in either each case so that each Party or their respective Subsidiaries shall be entitled to the rights and benefits and shall assume the related portion of any obligations and Liabilities inuring to their respective businesses; provided, however, that in no event shall either Party or its respective Subsidiaries be required to assign or amend any Mixed Contract in its entirety or to assign a portion of any Mixed Contract that is not assignable or cannot be amended by its terms (including any terms imposing Consents or conditions on an assignment where such Consents or conditions have not been obtained or fulfilled). If any Mixed Contract cannot be so partially assigned, or cannot be amended, or if such assignment or amendment would impair the benefit the parties thereto derive from such Mixed Contract and such Mixed Contract is not replaced or otherwise addressed with suitable arrangements, Xxxxxx Baxter and AbbVie Baxalta shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to cause: cause (at Baxalta’s cost and expense): (A) the Assets associated with that portion of each Mixed Contract that relates to the AbbVie Baxalta Business to be enjoyed by AbbVie Baxalta or an AbbVie a Baxalta Subsidiary; (B) the Liabilities associated with that portion of each Mixed Contract that relates to the AbbVie Baxalta Business to be borne by AbbVie Baxalta or an AbbVie a Baxalta Subsidiary; (C) the Assets associated with that portion of each Mixed Contract that relates to the Abbott Baxter Business to be enjoyed by Abbott Baxter or an Abbott a Baxter Subsidiary; and (D) the Liabilities associated with that portion of each Mixed Contract that relates to the Abbott Baxter Business to be borne by Abbott Baxter or an Abbott a Baxter Subsidiary.

Mixed Contracts. (a) Except as may otherwise be agreed by the Parties and except as otherwise contemplated by in writing, any International Transition Period Contract (other than any Manufacturing Contract, Site Contract, Business IP License Agreement, in the case of a Mixed Contract, the Parties shall use commercially reasonable efforts Employee Plan or any Contract that constitutes an Excluded Asset) to cause such Mixed Contract to be: (i) assigned in relevant part to AbbVie or an AbbVie Subsidiary (or to which Abbott or an Abbott Subsidiary if the contracting party any of its Affiliates is a Transferred Entity) if so assignable; (ii) appropriately amended, Party prior to, on or after to the Effective Time (orClosing, in the each case of a Mixed Contract that inures to the benefit or burden of both Abbott or an Abbott Subsidiary, on the one hand, and a Transferred Entity that shall be transferred to AbbVie or an AbbVie Subsidiary after the Effective Time as part of a local closing of a Deferred AbbVie Local Business under the terms each of the applicable International Transition Period Business and the Other Abbott Businesses (a “Mixed Contract”), shall, to the extent commercially reasonable, be separated (or, with respect to a Mixed-Use IP License Agreement, on to the other handextent not separated and to the extent permitted, on or after such local closingsublicensed in accordance with the provisions of Section 7.16(b); or (iii) replaced or otherwise addressed with suitable arrangementsas of the Closing, in either case so that each Party or their respective Subsidiaries of Abbott and New Mylan shall be entitled to the rights and benefits and shall assume the related portion of any obligations and Liabilities inuring to their respective businesses; provided, however, that in no event . Abbott shall either Party or its respective Subsidiaries be required to assign or amend any provide New Mylan with a copy of each Mixed Contract (it being understood that the Parties shall use reasonable best efforts to comply, where practicable, with any applicable confidentiality provisions contained in its entirety such Mixed Contracts), and the Parties shall cooperate with each other to effect such separation. The costs of such separation shall be borne equally by Abbott and New Mylan; provided that, without Mylan’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), Abbott shall not grant to assign a portion any third party any concession that would reasonably be expected to materially and adversely affect New Mylan’s operation of any Mixed Contract that is not assignable or cannot be amended by its terms (including any terms imposing Consents or conditions on an assignment where such Consents or conditions have not been obtained or fulfilled)the Business after the Closing. If any Mixed Contract cannot be so partially assignedseparated (or, or canwith respect to a Mixed-Use IP License Agreement, to the extent not be amendedseparated and to the extent permitted, or if such assignment or amendment would impair sublicensed in accordance with the benefit the parties thereto derive from such Mixed Contract provisions of Section 7.16(b)), Abbott and such Mixed Contract is not replaced or otherwise addressed with suitable arrangements, Xxxxxx and AbbVie New Mylan shall, and shall cause each of their respective Subsidiaries Affiliates to, take such other use their reasonable and permissible actions best efforts to cause: , for the period after the Closing, (Ai) the Assets associated with that portion of rights and benefits under each Mixed Contract that relates to the AbbVie extent relating to the Business to be enjoyed by AbbVie or an AbbVie SubsidiaryNew Mylan; (Bii) the Liabilities associated with that portion of under each Mixed Contract that relates to the AbbVie extent relating to the Business to be borne by AbbVie New Mylan; (iii) the rights and benefits under each Mixed Contract to the extent relating to the Other Abbott Businesses to be enjoyed by Abbott; and (iv) the Liabilities under each Mixed Contract to the extent relating to the Other Abbott Businesses to be borne by Abbott. Notwithstanding the foregoing, with respect to any Mixed Contract, Abbott may, in its sole discretion, elect in lieu of the foregoing arrangements to assign its entire interest in any Mixed Contract to New Mylan subject to the provisions of Section 7.15 and the other terms hereof; provided, however, that Abbott shall remain primarily liable for, and shall indemnify New Mylan and its Affiliates in respect of, any Liabilities thereunder to the extent such Liabilities relate to the Abbott Other Businesses. (b) If any Mixed-Use IP License Agreement is not separated in accordance with Section 7.16(a), effective as of the Closing, Abbott and the Continuing Affiliates hereby grant (to the extent Abbott or any of the Continuing Affiliates has a right to, and subject to the terms and conditions of the applicable Mixed-Use IP License Agreements) to the Acquired Companies and the Acquired Company Subsidiaries, a perpetual, irrevocable (except in the event of a material breach by New Mylan or its Affiliates of this Section 7.16(b), which breach is not cured within thirty (30) days of written notice from Abbott), non-exclusive right and sublicense under the Mixed-Use IP License Agreements and solely for purposes of developing, manufacturing, using, selling, offering to sell, distributing, importing, supporting and otherwise disposing of the Products in or for the Territories and, in each case, subject to the terms and conditions of the Joint Products Agreement (the “Licensed Mixed-Use IP Sublicenses”). The Licensed Mixed-Use IP Sublicenses shall be non-assignable (provided that each such Licensed Mixed-Use IP Sublicense shall, to the extent permitted by and consistent with the terms of the applicable underlying Mixed-Use IP License Agreement, be assignable, without the consent of Abbott, by an AbbVie Acquired Company or Acquired Company Subsidiary; , as applicable, (i) to New Mylan or any Affiliate of New Mylan if (A) such Affiliate agrees in writing to be bound by the terms of such Licensed Mixed-Use IP Sublicense, (B) such assignee continues to be an Affiliate of New Mylan and (C) the Assets associated assigning Acquired Company or Acquired Company Subsidiary, as applicable, shall remain primarily liable for the performance of all obligations of such Person under such Licensed Mixed-Use IP Sublicense and (ii) to any Person in connection with that portion the sale by New Mylan or its Affiliates, as applicable, to such Person of each Mixed Contract that relates (A) the Business, whether by merger, consolidation, combination, reorganization or similar transaction or the transfer, sale, lease, conveyance or disposition of all or substantially all of the assets of the Business or (B) the Product or Products to which such Licensed Mixed-Use IP Sublicense relates). To the Abbott Business extent the Acquired Companies’ or the Acquired Company Subsidiaries’ exploitation after the Closing of Intellectual Property sublicensed to be enjoyed under this Section 7.16(b) results in or otherwise contributes to an obligation by Abbott or an Abbott Subsidiary; the Continuing Affiliates (as sublicensor under this Section 7.16(b)) to make any payments to a third Person, the Acquired Companies and (D) the Liabilities associated with that portion of each Mixed Contract that relates to the Abbott Business to Acquired Company Subsidiaries shall be borne by Abbott or an Abbott Subsidiaryresponsible for such payment obligations.

Mixed Contracts. (a) Except as may otherwise be agreed by the Parties and except as otherwise contemplated by in writing, any International Transition Period Contract (other than any Manufacturing Contract, Site Contract, Business IP License Agreement, in the case Employee Plan or any Contract that constitutes an Excluded Asset) to which Xxxxxx or any of a Mixed Contract, the Parties shall use commercially reasonable efforts to cause such Mixed Contract to be: (i) assigned in relevant part to AbbVie or an AbbVie Subsidiary (or to Abbott or an Abbott Subsidiary if the contracting party its Affiliates is a Transferred Entity) if so assignable; (ii) appropriately amended, Party prior to, on or after to the Effective Time (orClosing, in the each case of a Mixed Contract that inures to the benefit or burden of both Abbott or an Abbott Subsidiary, on the one hand, and a Transferred Entity that shall be transferred to AbbVie or an AbbVie Subsidiary after the Effective Time as part of a local closing of a Deferred AbbVie Local Business under the terms each of the applicable International Transition Period Business and the Other Xxxxxx Businesses (a “Mixed Contract”), shall, to the extent commercially reasonable, be separated (or, with respect to a Mixed-Use IP License Agreement, on to the other handextent not separated and to the extent permitted, on or after such local closingsublicensed in accordance with the provisions of Section 7.16(b); or (iii) replaced or otherwise addressed with suitable arrangementsas of the Closing, in either case so that each Party or their respective Subsidiaries of Xxxxxx and New Mylan shall be entitled to the rights and benefits and shall assume the related portion of any obligations and Liabilities inuring to their respective businesses; provided, however, that in no event . Xxxxxx shall either Party or its respective Subsidiaries be required to assign or amend any provide New Mylan with a copy of each Mixed Contract (it being understood that the Parties shall use reasonable best efforts to comply, where practicable, with any applicable confidentiality provisions contained in its entirety such Mixed Contracts), and the Parties shall cooperate with each other to effect such separation. The costs of such separation shall be borne equally by Xxxxxx and New Mylan; provided that, without Mylan’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), Xxxxxx shall not grant to assign a portion any third party any concession that would reasonably be expected to materially and adversely affect New Mylan’s operation of any Mixed Contract that is not assignable or cannot be amended by its terms (including any terms imposing Consents or conditions on an assignment where such Consents or conditions have not been obtained or fulfilled)the Business after the Closing. If any Mixed Contract cannot be so partially assignedseparated (or, or canwith respect to a Mixed-Use IP License Agreement, to the extent not be amendedseparated and to the extent permitted, or if such assignment or amendment would impair sublicensed in accordance with the benefit the parties thereto derive from such Mixed Contract and such Mixed Contract is not replaced or otherwise addressed with suitable arrangementsprovisions of Section 7.16(b)), Xxxxxx and AbbVie New Mylan shall, and shall cause each of their respective Subsidiaries Affiliates to, take such other use their reasonable and permissible actions best efforts to cause: , for the period after the Closing, (Ai) the Assets associated with that portion of rights and benefits under each Mixed Contract that relates to the AbbVie extent relating to the Business to be enjoyed by AbbVie or an AbbVie SubsidiaryNew Mylan; (Bii) the Liabilities associated with that portion of under each Mixed Contract that relates to the AbbVie extent relating to the Business to be borne by AbbVie New Mylan; (iii) the rights and benefits under each Mixed Contract to the extent relating to the Other Xxxxxx Businesses to be enjoyed by Xxxxxx; and (iv) the Liabilities under each Mixed Contract to the extent relating to the Other Xxxxxx Businesses to be borne by Xxxxxx. Notwithstanding the foregoing, with respect to any Mixed Contract, Xxxxxx may, in its sole discretion, elect in lieu of the foregoing arrangements to assign its entire interest in any Mixed Contract to New Mylan subject to the provisions of Section 7.15 and the other terms hereof; provided, however, that Xxxxxx shall remain primarily liable for, and shall indemnify New Mylan and its Affiliates in respect of, any Liabilities thereunder to the extent such Liabilities relate to the Xxxxxx Other Businesses. (b) If any Mixed-Use IP License Agreement is not separated in accordance with Section 7.16(a), effective as of the Closing, Xxxxxx and the Continuing Affiliates hereby grant (to the extent Xxxxxx or any of the Continuing Affiliates has a right to, and subject to the terms and conditions of the applicable Mixed-Use IP License Agreements) to the Acquired Companies and the Acquired Company Subsidiaries, a perpetual, irrevocable (except in the event of a material breach by New Mylan or its Affiliates of this Section 7.16(b), which breach is not cured within thirty (30) days of written notice from Xxxxxx), non-exclusive right and sublicense under the Mixed-Use IP License Agreements and solely for purposes of developing, manufacturing, using, selling, offering to sell, distributing, importing, supporting and otherwise disposing of the Products in or for the Territories and, in each case, subject to the terms and conditions of the Joint Products Agreement (the “Licensed Mixed-Use IP Sublicenses”). The Licensed Mixed-Use IP Sublicenses shall be non-assignable (provided that each such Licensed Mixed-Use IP Sublicense shall, to the extent permitted by and consistent with the terms of the applicable underlying Mixed-Use IP License Agreement, be assignable, without the consent of Xxxxxx, by an AbbVie Acquired Company or Acquired Company Subsidiary; , as applicable, (i) to New Mylan or any Affiliate of New Mylan if (A) such Affiliate agrees in writing to be bound by the terms of such Licensed Mixed-Use IP Sublicense, (B) such assignee continues to be an Affiliate of New Mylan and (C) the Assets associated with that portion assigning Acquired Company or Acquired Company Subsidiary, as applicable, shall remain primarily liable for the performance of each Mixed Contract that relates to the Abbott Business to be enjoyed by Abbott or an Abbott Subsidiary; all obligations of such Person under such Licensed Mixed-Use IP Sublicense and (Dii) to any Person in connection with the sale by New Mylan or its Affiliates, as applicable, to such Person of (A) the Liabilities associated with that portion Business, whether by merger, consolidation, combination, reorganization or similar transaction or the transfer, sale, lease, conveyance or disposition of each Mixed Contract that relates all or substantially all of the assets of the Business or (B) the Product or Products to which such Licensed Mixed-Use IP Sublicense relates). To the Abbott Business extent the Acquired Companies’ or the Acquired Company Subsidiaries’ exploitation after the Closing of Intellectual Property sublicensed to under this Section 7.16(b) results in or otherwise contributes to an obligation by Xxxxxx or the Continuing Affiliates (as sublicensor under this Section 7.16(b)) to make any payments to a third Person, the Acquired Companies and the Acquired Company Subsidiaries shall be borne by Abbott or an Abbott Subsidiaryresponsible for such payment obligations.

Mixed Contracts. Except as may otherwise be agreed by Unless the Parties agree otherwise, any agreement to which Abbott or any of its Subsidiaries is a party prior to the Effective Time that inures to the benefit or burden of each of the Abbott Business and except as otherwise contemplated by any International Transition Period Agreement, in the case of Hospira Business (a Mixed Contract, the Parties "MIXED CONTRACT") shall use commercially reasonable efforts to cause such Mixed Contract to be: (i) be assigned in relevant part to AbbVie Hospira or an AbbVie Subsidiary (or to Abbott or an Abbott Subsidiary if the contracting party is a Transferred Entity) its Subsidiaries, if so assignable; (ii) appropriately amended, prior to, on or after the Effective Time (orTime, in the case of a Mixed Contract that inures to the benefit or burden of both Abbott or an Abbott Subsidiary, on the one hand, and a Transferred Entity that shall be transferred to AbbVie or an AbbVie Subsidiary after the Effective Time as part of a local closing of a Deferred AbbVie Local Business under the terms of the applicable International Transition Period Agreement, on the other hand, on or after such local closing); or (iii) replaced or otherwise addressed with suitable arrangements, in either case so that each Party or their respective Subsidiaries shall be entitled to the rights and benefits and shall assume the related portion of any obligations and Liabilities inuring to their respective businesses; providedPROVIDED, howeverHOWEVER, that in no event shall either Party Abbott or any of its respective Subsidiaries be required to assign or amend any Mixed Contract in its entirety or to assign a portion of any Mixed Contract that is not assignable or cannot be amended by its terms (including any terms imposing Consents or conditions on an assignment where such Consents or conditions have not been obtained or fulfilled)entirety. If any Mixed Contract cannot be so partially assigned, or cannot be amended, or if such assignment or amendment would impair the benefit the parties thereto derive from such Mixed Contract Abbott and such Mixed Contract is not replaced or otherwise addressed with suitable arrangements, Xxxxxx and AbbVie Hospira shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to cause: (Ai) the Assets associated with that portion of each Mixed Contract that relates to the AbbVie Hospira Business to be enjoyed by AbbVie Hospira or an AbbVie a Hospira Subsidiary; (Bii) the Liabilities associated with that portion of each Mixed Contract that relates to the AbbVie Hospira Business to be borne by AbbVie Hospira or an AbbVie a Hospira Subsidiary; (Ciii) the Assets associated with that portion of each Mixed Contract that relates to the Abbott Business to be enjoyed by Abbott or an Abbott Subsidiary; and (Div) the Liabilities associated with that portion of each Mixed Contract that relates to the Abbott Business to be borne by Abbott or an Abbott Subsidiary.