Common use of Omitted Services Clause in Contracts

Omitted Services. PROVIDING PARTY, through its Subsidiaries and Affiliates, and their respective employees, agents or contractors, shall provide or cause to be provided to RECEIVING PARTY and its Subsidiaries all services that PROVIDING PARTY was performing for RECEIVING PARTY and its Subsidiaries on or before the Effective Date that pertain to and are a part of Scheduled Services under Section 1.1(a) (with such services to be provided to RECEIVING PARTY’s Subsidiaries as they become Subsidiaries of RECEIVING PARTY, subject to the exception in clause (ii) of Section 1.2(a)), which are not expressly included in the list of Scheduled Services in Schedule 1.1(a), but are required to conduct the business of RECEIVING PARTY and its Subsidiaries (the “Omitted Services”), unless RECEIVING PARTY consents in writing to the termination of such services. Such Omitted Services shall be added to Schedule 1.1(a) and thereby become Scheduled Services, as soon as reasonably practicable after the Effective Date by the Parties. In the event that RECEIVING PARTY or its Subsidiaries had been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries for Omitted Services immediately prior to the Effective Date, RECEIVING PARTY shall pay to PROVIDING PARTY for providing the Omitted Services (or causing the Omitted Services to be provided hereunder) fees equal to the actual fees paid for such Omitted Services immediately preceding the Effective Date; provided, that payment of such fees by RECEIVING PARTY for the Omitted Services provided hereunder shall be retroactive to the first day of the calendar quarter in which either Party identifies such services as Omitted Services, but in no event shall RECEIVING PARTY be required to pay for any Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates prior to the Effective Date. In the event that RECEIVING PARTY or its Subsidiaries had not been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries or Affiliates for such Omitted Services immediately prior to the Effective Date, the Parties shall negotiate in good faith a fee to be based on the cost of providing such Omitted Services, which shall in no event be less than the Default Fee (as defined below); provided, that payment of such fees by RECEIVING PARTY for the Omitted Services provided hereunder by PROVIDING PARTY shall be retroactive to the first day of the calendar quarter in which either Party identifies such services as Omitted Services, but in no event shall RECEIVING PARTY be required to pay for any such Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates prior to the Effective Date. The “Default Fee” means an amount equal to one hundred fifty percent (150%) of the salary of each full-time employee, on an hourly basis, who provides the applicable Corporate Service or Transition Assistance (as defined in Section 2.3).

Omitted Services. PROVIDING PARTY, through its Subsidiaries and Affiliates, and their respective employees, agents or contractors, shall provide or cause to be provided to RECEIVING PARTY and its Subsidiaries all services that PROVIDING PARTY was performing for RECEIVING PARTY and its Subsidiaries on or before the Effective Date that pertain to and are a part of Scheduled Services under Section 1.1(a) (with such services to be provided to RECEIVING PARTY’s Subsidiaries as they become Subsidiaries of RECEIVING PARTY, subject to the exception in clause (ii) of Section 1.2(a)), which are not expressly included in the list of Scheduled Services in Schedule 1.1(a), but are required to conduct the business of RECEIVING PARTY and its Subsidiaries (the “Omitted Services”), unless RECEIVING PARTY consents in writing to the termination of such services. Such Omitted Services shall be added to Schedule 1.1(a) and thereby become Scheduled Services, as soon as reasonably practicable after the Effective Date by the Parties. In the event that RECEIVING PARTY a Service Recipient reasonably requests that a Service Provider provide or procure the provision of any service that was provided or procured prior to the Effective Date and that is reasonably necessary for the Service Recipient to carry on its Subsidiaries had been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries for Omitted Services immediately business in the same form in which such business was conducted prior to the Effective Date, RECEIVING PARTY shall pay but is not listed on the Schedules hereto (each, an “Omitted Service”), the applicable Service Provider may provide or procure the provision of such Omitted Service to PROVIDING PARTY or for providing such applicable Service Recipient on terms to be negotiated by the Parties in good faith, unless the Omitted Services (or causing Service is readily and expeditiously available to the Service Recipient from a provider other than the Service Provider, in which case the Service Recipient shall use diligent efforts to identify and enter into commercially reasonable arrangements with such a provider with respect to the provision of the Omitted Services to be provided hereunder) fees equal to the actual fees paid for such Omitted Services immediately preceding the Effective DateService; provided, however, that payment of such fees by RECEIVING PARTY for the Omitted Services provided hereunder Service Provider shall be retroactive to the first day of the calendar quarter in which either Party identifies such services as Omitted Services, but in no event shall RECEIVING PARTY not be required to pay for provide or procure the provision of any Omitted Services provided hereunder by PROVIDING PARTY Service if it does not, in its reasonable judgment, have adequate resources to provide or procure the provision of such Omitted Service or if the provision or procurement of the provision of such Omitted Service would significantly disrupt the operations of its Subsidiaries businesses; and provided, further, that the Service Provider shall not be required to provide or Affiliates prior procure any Omitted Service if the applicable Parties are unable to reach agreement on the Effective Dateterms thereof (including with respect to Service Fees therefor). In the event that RECEIVING PARTY a Service Provider agrees to provide or its Subsidiaries had not been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries or Affiliates procure the provision of an Omitted Service, the Parties will enter into a written amendment to this Agreement, amending the applicable Schedule to reflect such Omitted Service, and such Omitted Service shall be deemed to be part of this Agreement and the Services from and after the effective date of such amendment; provided that any Omitted Services must be added to this Agreement no later than ninety (90) days from the Effective Date and the Parties shall work together in good faith to complete a Project Card for such Omitted Services immediately prior Service. For the avoidance of doubt, BNPP’s written agreement shall not be required with respect to the Effective Dateamendments to Schedule A, the Parties shall negotiate in good faith a fee to be based on the cost of providing such Omitted ServicesSchedule B, which shall in no event be less than the Default Fee (as defined below); providedSchedule C and Schedule D, that payment of such fees by RECEIVING PARTY for the Omitted Services provided hereunder by PROVIDING PARTY and neither BWHI’s nor BoW’s approval shall be retroactive required with respect to the first day of the calendar quarter in which either Party identifies such services as Omitted Services, but in no event shall RECEIVING PARTY be required amendments to pay for any such Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates prior to the Effective Date. The “Default Fee” means an amount equal to one hundred fifty percent (150%) of the salary of each full-time employee, on an hourly basis, who provides the applicable Corporate Service or Transition Assistance (as defined in Section 2.3).Schedule E.

Omitted Services. PROVIDING PARTYIf, through its Subsidiaries and Affiliatesduring the sixty (60) day period immediately following the date of this Agreement, and their respective employeeseither Party identifies a service that was provided in connection with the New Ironwood Pharmaceutical Business (other than those services expressly excluded hereunder) during the Prior Period, agents or contractors, shall provide or cause which are reasonably anticipated as of the date hereof to be provided necessary to RECEIVING PARTY and its Subsidiaries all services that PROVIDING PARTY was performing for RECEIVING PARTY and its Subsidiaries on or before continue to support the Effective Date that pertain to and are a part of Scheduled Services under Section 1.1(a) (with New Ironwood Pharmaceutical Business during the Term, but such services to be provided to RECEIVING PARTY’s Subsidiaries as they become Subsidiaries were inadvertently omitted from the list of RECEIVING PARTYServices in Schedule I hereto (each, subject to the exception in clause (ii) of Section 1.2(a)), which are not expressly extent included in the list of Scheduled Services in Schedule 1.1(a)pursuant to this Section, but are required to conduct the business of RECEIVING PARTY and its Subsidiaries (the an “Omitted ServicesService”)) and notifies the other Party thereof, unless RECEIVING PARTY consents in writing then the Parties shall enter into good faith discussions as to whether such Omitted Service should be added as a Service hereunder, taking into account considerations such as whether the provision of such Service would be commercially reasonable from Service Provider’s perspective and whether the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided under this Agreement, then the Parties shall cooperate to amend Schedule I to add such Omitted Service as a Service, provided that, notwithstanding anything to the termination contrary in this Agreement, Service Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service or if the provision of such services. Such Omitted Services shall be added to Schedule 1.1(a) and thereby become Scheduled Services, as soon as reasonably practicable after Service would significantly disrupt the Effective Date by the Partiesoperation of its business. In the event that RECEIVING PARTY or its Subsidiaries had been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries for Omitted Services immediately prior to the Effective Date, RECEIVING PARTY shall pay to PROVIDING PARTY for providing the Omitted Services (or causing the Omitted Services to be provided hereunder) fees equal to the actual fees paid for Parties agree that a Service Provider should provide any such Omitted Services immediately preceding the Effective Date; provided, that payment of such fees by RECEIVING PARTY for the Omitted Services provided hereunder shall be retroactive to the first day of the calendar quarter in which either Party identifies such services as Omitted Services, but in no event shall RECEIVING PARTY be required to pay for any Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates prior to the Effective Date. In the event that RECEIVING PARTY or its Subsidiaries had not been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries or Affiliates for such Omitted Services immediately prior to the Effective DateService, the Parties shall negotiate in good faith a fee execute amendments to be based on the cost of providing Schedule I for such Omitted ServicesService that will set forth, among other things, (a) the time period during which shall in no event such Omitted Service will be less than the Default Fee (as defined below); provided, that payment (b) a description of such fees by RECEIVING PARTY Omitted Service in reasonable detail, (c) primary points of contact for each of the Omitted Services provided hereunder by PROVIDING PARTY shall be retroactive Parties with respect to the first day Service, (d) any Internal Costs or One-Time Costs related to such Omitted Service and agreed upon by the Parties and (e) any additional terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the calendar quarter Parties as reflected in which either Party identifies such services as Omitted Servicesan amendment to Schedule I being duly executed and delivered by each Party. Notwithstanding the foregoing, but in no event shall RECEIVING PARTY be required to pay the time period for any such Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates Service will expire not later than the expiration of the Term as calculated prior to the Effective Date. The “Default Fee” means an amount equal to one hundred fifty percent (150%) addition of such Omitted Service unless the salary of each full-time employee, on an hourly basis, who provides the applicable Corporate Service or Transition Assistance (as defined in Section 2.3)Parties mutually agree otherwise.

Omitted Services. PROVIDING PARTYIf, through its Subsidiaries and Affiliatesduring the sixty (60) day period immediately following the date of this Agreement, and their respective employeeseither Party identifies a service that was provided in connection with the Cyclerion Business (other than those services expressly excluded hereunder) during the Prior Period, agents or contractors, shall provide or cause which are reasonably anticipated as of the date hereof to be provided necessary to RECEIVING PARTY and its Subsidiaries all services that PROVIDING PARTY was performing for RECEIVING PARTY and its Subsidiaries on or before continue to support the Effective Date that pertain to and are a part of Scheduled Services under Section 1.1(a) (with Cyclerion Business during the Term, but such services to be provided to RECEIVING PARTY’s Subsidiaries as they become Subsidiaries were inadvertently omitted from the list of RECEIVING PARTYServices in Schedule I hereto (each, subject to the exception in clause (ii) of Section 1.2(a)), which are not expressly extent included in the list of Scheduled Services in Schedule 1.1(a)pursuant to this Section, but are required to conduct the business of RECEIVING PARTY and its Subsidiaries (the an “Omitted ServicesService”)) and notifies the other Party thereof, unless RECEIVING PARTY consents in writing then the Parties shall enter into good faith discussions as to whether such Omitted Service should be added as a Service hereunder, taking into account considerations such as whether the provision of such Service would be commercially reasonable from Service Provider’s perspective and whether the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided under this Agreement, then the Parties shall cooperate to amend Schedule I to add such Omitted Service as a Service, provided that, notwithstanding anything to the termination contrary in this Agreement, Service Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service or if the provision of such services. Such Omitted Services shall be added to Schedule 1.1(a) and thereby become Scheduled Services, as soon as reasonably practicable after Service would significantly disrupt the Effective Date by the Partiesoperation of its business. In the event that RECEIVING PARTY or its Subsidiaries had been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries for Omitted Services immediately prior to the Effective Date, RECEIVING PARTY shall pay to PROVIDING PARTY for providing the Omitted Services (or causing the Omitted Services to be provided hereunder) fees equal to the actual fees paid for Parties agree that a Service Provider should provide any such Omitted Services immediately preceding the Effective Date; provided, that payment of such fees by RECEIVING PARTY for the Omitted Services provided hereunder shall be retroactive to the first day of the calendar quarter in which either Party identifies such services as Omitted Services, but in no event shall RECEIVING PARTY be required to pay for any Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates prior to the Effective Date. In the event that RECEIVING PARTY or its Subsidiaries had not been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries or Affiliates for such Omitted Services immediately prior to the Effective DateService, the Parties shall negotiate in good faith a fee execute amendments to be based on the cost of providing Schedule I for such Omitted ServicesService that will set forth, among other things, (a) the time period during which shall in no event such Omitted Service will be less than the Default Fee (as defined below); provided, that payment (b) a description of such fees by RECEIVING PARTY Omitted Service in reasonable detail, (c) primary points of contact for each of the Omitted Services provided hereunder by PROVIDING PARTY shall be retroactive Parties with respect to the first day Service, (d) any Internal Costs or One-Time Costs related to such Omitted Service and agreed upon by the Parties and (e) any additional terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the calendar quarter Parties as reflected in which either Party identifies such services as Omitted Servicesan amendment to Schedule I being duly executed and delivered by each Party. Notwithstanding the foregoing, but in no event shall RECEIVING PARTY be required to pay the time period for any such Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates Service will expire not later than the expiration of the Term as calculated prior to the Effective Date. The “Default Fee” means an amount equal to one hundred fifty percent (150%) addition of such Omitted Service unless the salary of each full-time employee, on an hourly basis, who provides the applicable Corporate Service or Transition Assistance (as defined in Section 2.3)Parties mutually agree otherwise.

Omitted Services. PROVIDING PARTYIf, through its Subsidiaries and Affiliatesduring the forty-five (45) day period immediately following the date of this Agreement, and their respective employeesBioverativ identifies a service that was provided in connection with the Bioverativ Business (other than those services expressly excluded hereunder) during the Prior Period, agents or contractors, shall provide or cause which are reasonably anticipated as of the date hereof to be provided necessary to RECEIVING PARTY and its Subsidiaries all services that PROVIDING PARTY was performing for RECEIVING PARTY and its Subsidiaries on or before continue to support the Effective Date that pertain to and are a part of Scheduled Services under Section 1.1(a) (with Bioverativ Business during the Term, but such services to be provided to RECEIVING PARTY’s Subsidiaries as they become Subsidiaries were inadvertently omitted from the list of RECEIVING PARTYServices in Schedule I hereto (each, subject to the exception in clause (ii) of Section 1.2(a)), which are not expressly extent included in the list of Scheduled Services in Schedule 1.1(a)pursuant to this Section, but are required to conduct the business of RECEIVING PARTY and its Subsidiaries (the an “Omitted ServicesService”), unless RECEIVING PARTY consents then Service Provider shall use commercially reasonable efforts to cooperate with Bioverativ to amend Schedule I to add such Omitted Service as a Service, provided that Service Provider shall not be obligated to provide any Omitted Service if it does not, in writing its reasonable judgment, have adequate resources to provide such Omitted Service or if the termination provision of such services. Such Omitted Services shall be added to Schedule 1.1(a) and thereby become Scheduled Services, as soon as reasonably practicable after Service would significantly disrupt the Effective Date by the Partiesoperation of its business. In the event that RECEIVING PARTY or its Subsidiaries had been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries for Omitted Services immediately prior to the Effective Date, RECEIVING PARTY shall pay to PROVIDING PARTY for providing the Omitted Services (or causing the Omitted Services to be provided hereunder) fees equal to the actual fees paid for Parties agree that Service Provider should provide any such Omitted Services immediately preceding the Effective Date; provided, that payment of such fees by RECEIVING PARTY for the Omitted Services provided hereunder shall be retroactive to the first day of the calendar quarter in which either Party identifies such services as Omitted Services, but in no event shall RECEIVING PARTY be required to pay for any Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates prior to the Effective Date. In the event that RECEIVING PARTY or its Subsidiaries had not been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries or Affiliates for such Omitted Services immediately prior to the Effective DateService, the Parties shall negotiate in good faith a fee to be based on the cost of providing execute amendments for such Omitted ServicesService to (A) Exhibit A, to the extent necessary to reflect any additional FTE Rates for such Omitted Service and (B) Schedule I for such Omitted Service that shall set forth, among other things, (i) the time period during which such Omitted Service shall in no event be less than the Default Fee (as defined below); provided, that payment (ii) a description of such fees by RECEIVING PARTY Omitted Service in reasonable detail, (iii) primary points of contact for each of the Omitted Services provided hereunder by PROVIDING PARTY shall be retroactive Parties with respect to the first day Service and (iv) any additional terms and conditions specific to such Omitted Service. Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the calendar quarter Parties as reflected in which either Party identifies such services as Omitted Servicesan amendment to Schedule I and Exhibit A being duly executed and delivered by each Party. Notwithstanding the foregoing, but in no event shall RECEIVING PARTY be required to pay the time period for any such Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates Service shall expire not later than the expiration of the Term as calculated prior to the Effective Date. The “Default Fee” means an amount equal to one hundred fifty percent (150%) addition of such Omitted Service unless the salary of each full-time employee, on an hourly basis, who provides the applicable Corporate Service or Transition Assistance (as defined in Section 2.3)Parties agree otherwise.

Omitted Services. PROVIDING PARTYIf, through its Subsidiaries and Affiliatesduring the six (6) month period immediately following the date of this Agreement, and their respective employeeseither Party identifies a service that was provided in connection with the Neuroscience Business (other than those services expressly excluded hereunder) during the Prior Period, agents or contractors, shall provide or cause which are reasonably anticipated as of the date hereof to be provided necessary to RECEIVING PARTY and its Subsidiaries all services that PROVIDING PARTY was performing for RECEIVING PARTY and its Subsidiaries on or before continue to support the Effective Date that pertain to and are a part of Scheduled Services under Section 1.1(a) (with Neuroscience Business during the Term, but such services to be provided to RECEIVING PARTY’s Subsidiaries as they become Subsidiaries of RECEIVING PARTYwere inadvertently omitted from the Transition Service Schedules (each, subject to the exception in clause (ii) of Section 1.2(a)), which are not expressly extent included in the list of Scheduled Services in Schedule 1.1(a)pursuant to this Section, but are required to conduct the business of RECEIVING PARTY and its Subsidiaries (the an “Omitted ServicesService”)) and notifies the other Party thereof, unless RECEIVING PARTY consents then the Parties shall enter into good faith discussions as to whether such Omitted Service should be added as a Service hereunder, taking into account considerations such as whether the provision of such Service would be commercially reasonable from Service Provider’s perspective and whether the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided under this Agreement, then the Parties shall cooperate in writing preparing a Transition Service Schedule to add such Omitted Service as a Service; provided that, notwithstanding anything to the termination contrary in this Agreement, Service Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service or if the provision of such services. Such Omitted Services shall be added to Schedule 1.1(a) and thereby become Scheduled Services, as soon as reasonably practicable after Service would significantly disrupt the Effective Date by the Partiesoperation of its business. In the event that RECEIVING PARTY or its Subsidiaries had been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries for Omitted Services immediately prior to the Effective Date, RECEIVING PARTY shall pay to PROVIDING PARTY for providing the Omitted Services (or causing the Omitted Services to be provided hereunder) fees equal to the actual fees paid for Parties agree that a Service Provider should provide any such Omitted Services immediately preceding the Effective Date; provided, that payment of such fees by RECEIVING PARTY for the Omitted Services provided hereunder shall be retroactive to the first day of the calendar quarter in which either Party identifies such services as Omitted Services, but in no event shall RECEIVING PARTY be required to pay for any Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates prior to the Effective Date. In the event that RECEIVING PARTY or its Subsidiaries had not been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries or Affiliates for such Omitted Services immediately prior to the Effective DateService, the Parties shall negotiate in good faith execute a fee to be based on the cost of providing Transition Service Schedule for such Omitted ServicesService that will set forth, among other things, (a) the time period during which shall in no event such Omitted Service will be less than the Default Fee (as defined below); provided, that payment (b) a description of such fees by RECEIVING PARTY Omitted Service in reasonable detail, (c) primary points of contact for each of the Omitted Services provided hereunder by PROVIDING PARTY shall be retroactive Parties with respect to the first day Service, (d) any costs related to such Omitted Service and agreed upon by the Parties, and (e) any additional terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the calendar quarter Parties as reflected in which either Party identifies such services as Omitted ServicesTransition Service Schedule. Notwithstanding the foregoing, but in no event shall RECEIVING PARTY be required to pay the time period for any such Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates Service will expire not later than the expiration of the Term as calculated prior to the Effective Date. The “Default Fee” means an amount equal to one hundred fifty percent (150%) addition of such Omitted Service unless the salary of each full-time employee, on an hourly basis, who provides the applicable Corporate Service or Transition Assistance (as defined in Section 2.3)Parties mutually agree otherwise.

Omitted Services. PROVIDING PARTYIf, through its Subsidiaries and Affiliatesduring the six (6) month period immediately following the date of this Agreement, and their respective employeeseither Party identifies a service that was provided in connection with the Oncology Business (other than those services expressly excluded hereunder) during the Prior Period, agents or contractors, shall provide or cause which are reasonably anticipated as of the date hereof to be provided necessary to RECEIVING PARTY and its Subsidiaries all services that PROVIDING PARTY was performing for RECEIVING PARTY and its Subsidiaries on or before continue to support the Effective Date that pertain to and are a part of Scheduled Services under Section 1.1(a) (with Oncology Business during the Term, but such services to be provided to RECEIVING PARTY’s Subsidiaries as they become Subsidiaries of RECEIVING PARTYwere inadvertently omitted from the Transition Service Schedules (each, subject to the exception in clause (ii) of Section 1.2(a)), which are not expressly extent included in the list of Scheduled Services in Schedule 1.1(a)pursuant to this Section, but are required to conduct the business of RECEIVING PARTY and its Subsidiaries (the an “Omitted ServicesService”)) and notifies the other Party thereof, unless RECEIVING PARTY consents then the Parties shall enter into good faith discussions as to whether such Omitted Service should be added as a Service hereunder, taking into account considerations such as whether the provision of such Service would be commercially reasonable from Service Provider’s perspective and whether the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided under this Agreement, then the Parties shall cooperate in writing preparing a Transition Service Schedule to add such Omitted Service as a Service; provided that, notwithstanding anything to the termination contrary in this Agreement, Service Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service or if the provision of such services. Such Omitted Services shall be added to Schedule 1.1(a) and thereby become Scheduled Services, as soon as reasonably practicable after Service would significantly disrupt the Effective Date by the Partiesoperation of its business. In the event that RECEIVING PARTY or its Subsidiaries had been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries for Omitted Services immediately prior to the Effective Date, RECEIVING PARTY shall pay to PROVIDING PARTY for providing the Omitted Services (or causing the Omitted Services to be provided hereunder) fees equal to the actual fees paid for Parties agree that a Service Provider should provide any such Omitted Services immediately preceding the Effective Date; provided, that payment of such fees by RECEIVING PARTY for the Omitted Services provided hereunder shall be retroactive to the first day of the calendar quarter in which either Party identifies such services as Omitted Services, but in no event shall RECEIVING PARTY be required to pay for any Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates prior to the Effective Date. In the event that RECEIVING PARTY or its Subsidiaries had not been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries or Affiliates for such Omitted Services immediately prior to the Effective DateService, the Parties shall negotiate in good faith execute a fee to be based on the cost of providing Transition Service Schedule for such Omitted ServicesService that will set forth, among other things, (a) the time period during which shall in no event such Omitted Service will be less than the Default Fee (as defined below); provided, that payment (b) a description of such fees by RECEIVING PARTY Omitted Service in reasonable detail, (c) primary points of contact for each of the Omitted Services provided hereunder by PROVIDING PARTY shall be retroactive Parties with respect to the first day Service, (d) any costs related to such Omitted Service and agreed upon by the Parties, and (e) any additional terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the calendar quarter Parties as reflected in which either Party identifies such services as Omitted ServicesTransition Service Schedule. Notwithstanding the foregoing, but in no event shall RECEIVING PARTY be required to pay the time period for any such Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates Service will expire not later than the expiration of the Term as calculated prior to the Effective Date. The “Default Fee” means an amount equal to one hundred fifty percent (150%) addition of such Omitted Service unless the salary of each full-time employee, on an hourly basis, who provides the applicable Corporate Service or Transition Assistance (as defined in Section 2.3)Parties mutually agree otherwise.

Omitted Services. PROVIDING PARTYIf, through its Subsidiaries and Affiliatesduring the sixty (60) day period immediately following the date of this Agreement, and their respective employeeseither Party identifies a service that was provided in connection with the Oncology Business (other than those services expressly excluded hereunder) during the Prior Period, agents or contractors, shall provide or cause which are reasonably anticipated as of the date hereof to be provided necessary to RECEIVING PARTY and its Subsidiaries all services that PROVIDING PARTY was performing for RECEIVING PARTY and its Subsidiaries on or before continue to support the Effective Date that pertain to and are a part of Scheduled Services under Section 1.1(a) (with Oncology Business during the Term, but such services to be provided to RECEIVING PARTY’s Subsidiaries as they become Subsidiaries of RECEIVING PARTYwere inadvertently omitted from the Transition Service Schedules (each, subject to the exception in clause (ii) of Section 1.2(a)), which are not expressly extent included in the list of Scheduled Services in Schedule 1.1(a)pursuant to this Section, but are required to conduct the business of RECEIVING PARTY and its Subsidiaries (the an “Omitted ServicesService”)) and notifies the other Party thereof, unless RECEIVING PARTY consents then the Parties shall enter into good faith discussions as to whether such Omitted Service should be added as a Service hereunder, taking into account considerations such as whether the provision of such Service would be commercially reasonable from Service Provider’s perspective and whether the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided under this Agreement, then the Parties shall cooperate in writing preparing a Transition Service Schedule to add such Omitted Service as a Service; provided that, notwithstanding anything to the termination contrary in this Agreement, Service Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service or if the provision of such services. Such Omitted Services shall be added to Schedule 1.1(a) and thereby become Scheduled Services, as soon as reasonably practicable after Service would significantly disrupt the Effective Date by the Partiesoperation of its business. In the event that RECEIVING PARTY or its Subsidiaries had been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries for Omitted Services immediately prior to the Effective Date, RECEIVING PARTY shall pay to PROVIDING PARTY for providing the Omitted Services (or causing the Omitted Services to be provided hereunder) fees equal to the actual fees paid for Parties agree that a Service Provider should provide any such Omitted Services immediately preceding the Effective Date; provided, that payment of such fees by RECEIVING PARTY for the Omitted Services provided hereunder shall be retroactive to the first day of the calendar quarter in which either Party identifies such services as Omitted Services, but in no event shall RECEIVING PARTY be required to pay for any Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates prior to the Effective Date. In the event that RECEIVING PARTY or its Subsidiaries had not been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries or Affiliates for such Omitted Services immediately prior to the Effective DateService, the Parties shall negotiate in good faith execute a fee to be based on the cost of providing Transition Service Schedule for such Omitted ServicesService that will set forth, among other things, (a) the time period during which shall in no event such Omitted Service will be less than the Default Fee (as defined below); provided, that payment (b) a description of such fees by RECEIVING PARTY Omitted Service in reasonable detail, (c) primary points of contact for each of the Omitted Services provided hereunder by PROVIDING PARTY shall be retroactive Parties with respect to the first day Service, (d) any costs related to such Omitted Service and agreed upon by the Parties, and (e) any additional terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the calendar quarter Parties as reflected in which either Party identifies such services as Omitted ServicesTransition Service Schedule. Notwithstanding the foregoing, but in no event shall RECEIVING PARTY be required to pay the time period for any such Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates Service will expire not later than the expiration of the Term as calculated prior to the Effective Date. The “Default Fee” means an amount equal to one hundred fifty percent (150%) addition of such Omitted Service unless the salary of each full-time employee, on an hourly basis, who provides the applicable Corporate Service or Transition Assistance (as defined in Section 2.3)Parties mutually agree otherwise.

Omitted Services. PROVIDING PARTYIf, through its Subsidiaries and Affiliatesduring the sixty (60) day period immediately following the date of this Agreement, and their respective employeeseither Party identifies a service that was provided in connection with the Severe Genetic Disease Business (other than those services expressly excluded hereunder) during the Prior Period, agents or contractors, shall provide or cause which are reasonably anticipated as of the date hereof to be provided necessary to RECEIVING PARTY and its Subsidiaries all services that PROVIDING PARTY was performing for RECEIVING PARTY and its Subsidiaries on or before continue to support the Effective Date that pertain to and are a part of Scheduled Services under Section 1.1(a) (with Severe Genetic Disease Business during the Term, but such services to be provided to RECEIVING PARTY’s Subsidiaries as they become Subsidiaries of RECEIVING PARTYwere inadvertently omitted from the Transition Service Schedules (each, subject to the exception in clause (ii) of Section 1.2(a)), which are not expressly extent included in the list of Scheduled Services in Schedule 1.1(a)pursuant to this Section, but are required to conduct the business of RECEIVING PARTY and its Subsidiaries (the an “Omitted ServicesService”)) and notifies the other Party thereof, unless RECEIVING PARTY consents then the Parties shall enter into good faith discussions as to whether such Omitted Service should be added as a Service hereunder, taking into account considerations such as whether the provision of such Service would be commercially reasonable from Service Provider’s perspective and whether the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided under this Agreement, then the Parties shall cooperate in writing preparing a Transition Service Schedule to add such Omitted Service as a Service; provided that, notwithstanding anything to the termination contrary in this Agreement, Service Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service or if the provision of such services. Such Omitted Services shall be added to Schedule 1.1(a) and thereby become Scheduled Services, as soon as reasonably practicable after Service would significantly disrupt the Effective Date by the Partiesoperation of its business. In the event that RECEIVING PARTY or its Subsidiaries had been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries for Omitted Services immediately prior to the Effective Date, RECEIVING PARTY shall pay to PROVIDING PARTY for providing the Omitted Services (or causing the Omitted Services to be provided hereunder) fees equal to the actual fees paid for Parties agree that a Service Provider should provide any such Omitted Services immediately preceding the Effective Date; provided, that payment of such fees by RECEIVING PARTY for the Omitted Services provided hereunder shall be retroactive to the first day of the calendar quarter in which either Party identifies such services as Omitted Services, but in no event shall RECEIVING PARTY be required to pay for any Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates prior to the Effective Date. In the event that RECEIVING PARTY or its Subsidiaries had not been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries or Affiliates for such Omitted Services immediately prior to the Effective DateService, the Parties shall negotiate in good faith execute a fee to be based on the cost of providing Transition Service Schedule for such Omitted ServicesService that will set forth, among other things, (a) the time period during which shall in no event such Omitted Service will be less than the Default Fee (as defined below); provided, that payment (b) a description of such fees by RECEIVING PARTY Omitted Service in reasonable detail, (c) primary points of contact for each of the Omitted Services provided hereunder by PROVIDING PARTY shall be retroactive Parties with respect to the first day Service, (d) any costs related to such Omitted Service and agreed upon by the Parties, and (e) any additional terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the calendar quarter Parties as reflected in which either Party identifies such services as Omitted ServicesTransition Service Schedule. Notwithstanding the foregoing, but in no event shall RECEIVING PARTY be required to pay the time period for any such Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates Service will expire not later than the expiration of the Term as calculated prior to the Effective Date. The “Default Fee” means an amount equal to one hundred fifty percent (150%) addition of such Omitted Service unless the salary of each full-time employee, on an hourly basis, who provides the applicable Corporate Service or Transition Assistance (as defined in Section 2.3)Parties mutually agree otherwise.

Omitted Services. PROVIDING PARTYSubject to Sections 2.5(b) and 16.3, through its Subsidiaries and Affiliates, and their respective employees, agents or contractors, shall in the event that FCIB reasonably requests that CIBC provide or cause to be procure the provision of any service that was provided to RECEIVING PARTY and its Subsidiaries all services that PROVIDING PARTY was performing or procured for RECEIVING PARTY and its Subsidiaries on or before a FCIB Group member prior to the Effective Date and that pertain is reasonably necessary for such FCIB Group member to and are a part of Scheduled Services under Section 1.1(a) (with such services to be provided to RECEIVING PARTY’s Subsidiaries as they become Subsidiaries of RECEIVING PARTY, subject to the exception in clause (ii) of Section 1.2(a)), which are not expressly included carry on its business in the list of Scheduled Services same form in Schedule 1.1(a), but are required to conduct the which such business of RECEIVING PARTY and its Subsidiaries (the “Omitted Services”), unless RECEIVING PARTY consents in writing to the termination of such services. Such Omitted Services shall be added to Schedule 1.1(a) and thereby become Scheduled Services, as soon as reasonably practicable after the Effective Date by the Parties. In the event that RECEIVING PARTY or its Subsidiaries had been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries for Omitted Services immediately was conducted prior to the Effective Date, RECEIVING PARTY shall pay but is not listed on the Schedules (each, an “Omitted Service”), then: (i) in the event such Omitted Service is provided directly by CIBC and not through a Third-Party Provider, CIBC may continue to PROVIDING PARTY for providing provide such Omitted Service, the Omitted Services (or causing the Omitted Services to be provided hereunder) fees equal to the actual fees paid cost for such Omitted Service to be calculated in accordance with Article IV and the Parties shall work together in good faith to enter into a written amendment to this Agreement, amending the applicable Schedule to reflect such Omitted Service, or entering into a new Schedule to reflect such Omitted Service and such amendment or new Schedule shall be deemed to be part of this Agreement and such Omitted Services immediately preceding shall be deemed to be part of the Services from and after the effective date of such amendment or the new Schedule; (ii) in the event such Omitted Service is not provided directly by CIBC, CIBC may provide or procure the provision of such Omitted Service to or for FCIB or FCIB Group members on terms to be negotiated by the Parties in good faith, the cost for such Omitted Service to be calculated in accordance with Article IV, unless such Omitted Service is readily and expeditiously available to FCIB or FCIB Group Members from a provider other than CIBC, and the Parties shall work together in good faith to enter into a written amendment to this Agreement, amending the applicable Schedule to reflect such Omitted Service, or entering into a new Schedule to reflect such Omitted Service and such amendment or new Schedule shall be deemed to be part of this Agreement and such Omitted Services shall be deemed to be part of the Services from and after the effective date of such amendment or the new Schedule; (iii) For greater certainty, CIBC shall not be required to provide or procure the provision of any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide or procure the provision of such Omitted Service or if the provision or procurement of such Omitted Service would significantly disrupt the operations of CIBC’s or its Affiliates’ businesses. Any Omitted Services for which FCIB, on behalf of itself or any FCIB Group Member, seeks provision from CIBC must be identified by notice from FCIB to CIBC no later than one hundred and eighty (180) days from the Effective Date; provided, that payment of such fees by RECEIVING PARTY for the Omitted Services provided hereunder shall be retroactive to the first day of the calendar quarter in which either Party identifies such services as Omitted Services, but in no event shall RECEIVING PARTY be required to pay for any Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates prior to the Effective Date. In the event that RECEIVING PARTY or its Subsidiaries had not been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries or Affiliates for such Omitted Services immediately prior to the Effective Date, the Parties shall negotiate in good faith a fee to be based on the cost of providing such Omitted Services, which shall in no event be less than the Default Fee (as defined below); provided, that payment of such fees by RECEIVING PARTY for the Omitted Services provided hereunder by PROVIDING PARTY shall be retroactive to the first day of the calendar quarter in which either Party identifies such services as Omitted Services, but in no event shall RECEIVING PARTY be required to pay for any such Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates prior to the Effective Date. The “Default Fee” means an amount equal to one hundred fifty percent (150%) of the salary of each full-time employee, on an hourly basis, who provides the applicable Corporate Service or Transition Assistance (as defined in Section 2.3).

Omitted Services. PROVIDING PARTYTo the extent any service provided by Service Provider or its affiliates to Service Recipient or its affiliates during the twelve (12) month period prior to the Effective Date is not included on Schedule A hereto (each, through its Subsidiaries and Affiliatesan “Omitted Service”), and their respective employeesService Provider shall continue to provide, agents or contractors, shall provide or cause to be provided provided, at Service Recipient’s Request, such Omitted Service to RECEIVING PARTY and its Subsidiaries all services that PROVIDING PARTY was performing for RECEIVING PARTY and its Subsidiaries on or before the Effective Date that pertain to and are a part of Scheduled Services under Section 1.1(a) (with such services to be provided to RECEIVING PARTY’s Subsidiaries as they become Subsidiaries of RECEIVING PARTY, subject Service Recipient to the exception in clause (ii) of Section 1.2(a))same extent, which are not expressly included in and on substantially the list of Scheduled Services in Schedule 1.1(a)same basis as, but are required to conduct the business of RECEIVING PARTY and its Subsidiaries (the “Omitted Services”), unless RECEIVING PARTY consents in writing to the termination of such services. Such Omitted Services shall be added to Schedule 1.1(a) and thereby become Scheduled Services, as soon as reasonably practicable after the Effective Date by the Parties. In the event that RECEIVING PARTY or its Subsidiaries had been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries for Omitted Services immediately prior to the Effective Date, RECEIVING PARTY shall pay to PROVIDING PARTY for providing the Omitted Services (or causing the Omitted Services to be provided hereunder) fees equal to the actual fees paid for such Omitted Services immediately preceding Service was available to or enjoyed by such respective business within the Effective Date; provided, that payment of such fees by RECEIVING PARTY for the Omitted Services provided hereunder shall be retroactive to the first day of the calendar quarter in which either Party identifies such services as Omitted Services, but in no event shall RECEIVING PARTY be required to pay for any Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates twelve (12) month period prior to the Effective Date. In the event Service Provider will not withhold, or cause to be withheld, provision of any Omitted Services. With respect to any Omitted Service that RECEIVING PARTY or its Subsidiaries had not been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries or Affiliates for such Omitted Services immediately prior is to the Effective Datebe provided hereunder, the Parties shall negotiate in good faith a fee execute amendments to be based on the cost of providing Schedule A hereto, as applicable, for such Omitted Service that shall set forth (A) a description of such Omitted Service in reasonable detail, (B) whether the charge for such Omitted Service shall be included in the Bulk Service Rate or passed through at cost to Service Recipient, and (C) any additional reasonable terms and conditions specific to such Omitted Service (and if no such schedule is executed, such Omitted Service shall be provided under the terms and conditions of this Agreement applicable to similar Services, which shall in no event be less than the Default Fee (as defined below); provided, that payment the failure to amend Schedule A hereto shall not relieve Service Provider of its obligation to provide such Omitted Service. Any amount that is to be passed through to Service Recipient “at cost” shall mean only those amounts that are paid as incremental, out-of-pocket expenses paid to the applicable third party, without markup, service charge or any other additional charge; provided, however, that in the event any such expenditure to be passed through to Service Recipient is not solely for Service Recipient’s benefit (e.g., a group insurance policy that covers Service Recipient and other affiliates of Service Provider), the amount passed through to Service Recipient shall be an allocation of such fees by RECEIVING PARTY for the Omitted Services provided hereunder by PROVIDING PARTY shall amount attributable to Service Recipient, with such allocation to be retroactive made in a manner that does not disadvantage Service Recipient relative to the first day other Persons that receive a benefit as a result of the calendar quarter in which either Party identifies such services as Omitted Services, but in no event shall RECEIVING PARTY be required to pay for any such Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates prior to the Effective Date. The “Default Fee” means an amount equal to one hundred fifty percent (150%) of the salary of each full-time employee, on an hourly basis, who provides the applicable Corporate Service or Transition Assistance (as defined in Section 2.3)expense.

Omitted Services. PROVIDING PARTYIf, through its Subsidiaries from the Execution Date until the Closing, Buyer notifies Seller that it has identified potential Omitted Services and Affiliatesreasonably requests such potential Omitted Services be provided under the Transition Services Agreement, Seller shall, as soon as reasonably practicable, reasonably consider the scope, duration, and their respective employees, agents or contractors, cost of such request (which costs shall provide or cause to be provided to RECEIVING PARTY and its Subsidiaries all calculated based on substantially similar methodology as used for similar services that PROVIDING PARTY was performing for RECEIVING PARTY and its Subsidiaries on or before the Effective Date that pertain to and are a part of Scheduled Services under Section 1.1(a) (with such services to be provided to RECEIVING PARTY’s Subsidiaries as they become Subsidiaries of RECEIVING PARTY, subject to the exception in clause (ii) of Section 1.2(a)), which are not expressly already included in the list Transition Services Agreement). Upon mutual agreement of Scheduled Services in Schedule 1.1(a), but are required to conduct the business terms of RECEIVING PARTY and its Subsidiaries (the “such potential Omitted Services”), unless RECEIVING PARTY consents in writing to the termination of such services. Such potential Omitted Services shall be added to the Service Schedule 1.1(a) and thereby become Scheduled Services, of the Transition Services Agreement as soon as reasonably practicable after the Effective Date by the Parties. In the event that RECEIVING PARTY or its Subsidiaries had been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries for if they were Omitted Services immediately prior pursuant to the Effective Date, RECEIVING PARTY shall pay to PROVIDING PARTY for providing Transition Services Agreement as if the Omitted Transition Services (or causing the Omitted Services to be provided hereunder) fees equal to the actual fees paid for such Omitted Services immediately preceding the Effective DateAgreement was then in effect; provided, that payment any such potential Omitted Service need not be included in the Service Schedule of the Transition Services Agreement (i) if substantially all of the assets, personnel, resources and systems necessary to provide such potential Omitted Services are anticipated to be transferred to or retained by Buyer or the Vantive Group Entities in connection with the Transaction, or (ii) until the Parties are able to reach agreement on the scope, duration and cost thereof, provided, if the Closing occurs and the Transition Services Agreement goes into effect prior to such agreement being reached, Section 5.1 of the Transition Services Agreement (including the obligation for Seller to use commercially reasonable efforts to provide such Omitted Service during the course of such fees by RECEIVING PARTY for negotiation) shall apply during such continued negotiation. Further, from the Omitted Services provided hereunder shall be retroactive to Execution Date until the first day Closing, if Buyer identifies any Service included in the Service Schedule of the calendar quarter Transition Services Agreement that Buyer no longer requires, then Buyer shall provide written notice to Seller at least sixty (60) days prior to Closing and such Service may be removed from the Service Schedule of the Transition Services Agreement, in which either Party identifies whole but not in part, provided that, (i) (A) if Buyer provides such services as Omitted Services, but in no event shall RECEIVING PARTY be required written notice to pay for any Omitted Services provided hereunder by PROVIDING PARTY Seller on or its Subsidiaries or Affiliates prior to the Effective Date. In date that is thirty (30) days following the event that RECEIVING PARTY or its Subsidiaries had not been allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries or Affiliates for such Omitted Services immediately prior to the Effective Execution Date, the Parties Buyer shall negotiate in good faith a fee have no obligations to be based on the cost of providing Seller regarding such Omitted removed Services, which shall in including no event be less than the Default Fee Early Termination Fees (as defined belowin the Transition Services Agreement), and (B) if Buyer provides such written notice to Seller more than thirty (30) days after the Execution Date, Buyer shall reimburse Seller or its designee for any and all reasonable documented costs and expenses incurred by Seller in preparing to provide such Service (including any third party or employment costs); provided, however, Seller shall take commercially reasonable efforts to minimize or mitigate the applicable reimbursable amount of costs and expenses incurred by Seller in preparing to provide such Service, (ii) any Dependent Service (or Service that payment Seller reasonably believe is a Dependent Service) related to the removed Service shall also be removed from the Service Schedule of the Transition Services Agreement, subject to Seller notifying Buyer of such fees by RECEIVING PARTY for the Omitted Services provided hereunder by PROVIDING PARTY shall be retroactive Dependent Service prior to such removal and otherwise subject to the first day of the calendar quarter in which either Party identifies such services as Omitted Services, but in no event shall RECEIVING PARTY be required to pay for any such Omitted Services provided hereunder by PROVIDING PARTY or its Subsidiaries or Affiliates prior same terms regarding reimbursement that apply to the Effective Date. The “Default Fee” means an amount equal underlying removed Service, and (iii) Buyer agrees to one hundred fifty percent (150%) of the salary of each full-time employee, on an hourly basis, who provides the applicable Corporate Service use good faith efforts to resolve any other reasonable issues or Transition Assistance (as defined concerns raised by Seller in Section 2.3)connection therewith.