Common use of Performance of Transition Services Clause in Contracts

Performance of Transition Services. Merck Serono shall perform (and cause its Affiliates to perform) the Transition Services with the [*]. After the Transition Time and until the expiration of the Transition Period, Merck Serono shall, on a monthly basis, provide BioMarin with a preliminary sales report of Merck Serono’s Net Sales of Products made on behalf of BioMarin within [*] Business Days after the end of each calendar month and shall provide BioMarin with a final report of Merck Serono’s actual gross and Net Sales of Products, by country, on behalf of BioMarin within [*] days after the end of each calendar month. Merck Serono shall comply (and cause its Affiliates to comply) with all Laws, and shall maintain all applicable permits and licenses, in connection with the Transition Services. At any time, BioMarin may request by written notice that Merck Serono cease conducting any particular Transition Service, and thereafter the Parties will cooperate to wind down such Transition Service as soon as reasonably practicable. Merck Serono may delegate or subcontract the provision of any Transition Services to any Third Party that Merck Serono contracted to provide the same type of services in connection with its Exploitation of the Products prior to the Agreement Date and continues to provide the applicable Transition Service to Merck Serono as of the Agreement Date. Merck Serono shall provide BioMarin with reasonable advance notice of any such delegation or subcontracting. Merck Serono shall remain responsible for the performance of any Transition Services it delegates or subcontracts to a Third Party, and Merck Serono will be BioMarin’s sole point of contact regarding the Transition Services. Under no circumstances shall Merck Serono, its Affiliates or its or their employees or agents (including subcontractors) be held accountable to a greater standard of care, efforts or skill in performing the Transition Services than the [*]. BioMarin acknowledges and agrees that (a) the Transition Services do not include the exercise of general management for BioMarin and (b) NEITHER MERCK SERONO NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES, EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE V. [*]. Merck Serono shall be under no obligation to perform any Transition Service to the extent such Transition Service would require it [*] to violate (a) Law or (b) [*].

Performance of Transition Services. Merck Serono shall perform (and cause its Affiliates to perform) the Transition Services with the [*]] (the “Services Standard”). After the Transition Time and until the expiration of the Transition Period, Merck Serono shall, on a monthly basis, provide BioMarin with a preliminary sales report of Merck Serono’s Net Sales of Products made on behalf of BioMarin within [*] Business Days after the end of each calendar month and shall provide BioMarin with a final report of Merck Serono’s actual gross and Net Sales of Products, by country, on behalf of BioMarin within [*] days after the end of each calendar month. Merck Serono shall comply (and cause its Affiliates to comply) with all Laws, and shall maintain all applicable permits and licenses, in connection with the Transition Services. At any time, BioMarin may request by written notice that Merck Serono cease conducting any particular Transition Service, and thereafter the Parties will cooperate to wind down such Transition Service as soon as reasonably practicable. Merck Serono may delegate or subcontract the provision of any Transition Services to any Third Party that Merck Serono contracted to provide the same type of services in connection with its Exploitation of the Products prior to the Agreement Date and continues to provide the applicable Transition Service to Merck Serono as of the Agreement Date. Merck Serono shall provide BioMarin with reasonable advance notice of any such delegation or subcontracting. Merck Serono shall remain responsible for the performance of any Transition Services it delegates or subcontracts to a Third Party, and Merck Serono will be BioMarin’s sole point of contact regarding the Transition Services. Under no circumstances shall Merck Serono, its Affiliates or its or their employees or agents (including subcontractors) be held accountable to a greater standard of care, efforts or skill in performing the Transition Services than the [*]Services Standard. BioMarin acknowledges and agrees that (a) the Transition Services do not include the exercise of general management for BioMarin and (b) NEITHER MERCK SERONO NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES, EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE V. [*]. Merck Serono shall be under no obligation to perform any Transition Service to the extent such Transition Service would require it [*] to violate (a) Law or (b) [*].