Common use of Post-Distribution Services Clause in Contracts

Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Distribution Effective Time to each of Recro (or any member of its Group) and Baudax (or any member of its Group). The Parties further recognize that certain of such post-Distribution services will be rendered solely for the benefit of Recro (or any member of its Group) or Baudax (or any member of its Group), as the case may be, while other such post-Distribution services may be rendered jointly to both Recro (or any member of its Group) and Baudax (or any member of its Group) with respect to claims, proceedings, litigation, disputes, or other matters which involve one or more members of both the Recro Group and the Baudax Group. With respect to such post-Distribution services and related Privileged Information, the Parties agree as follows: (i) All Privileged Information based on post-Distribution services rendered jointly to both one or more members of the Recro Group and Baudax Group relating to any claims, proceedings, litigation, disputes or other matters which involve both the Recro Group and the Baudax Group (“Shared Privileged Information”) shall be subject to a shared Privilege among such parties involved in the claims, proceedings, litigation, disputes or other matters at issue; (ii) Privileged Information relating to post-Distribution services provided solely to one of Recro (or any member of its Group) or Baudax (or any member of its Group) shall not be shared between the Parties (or among the members of their respective Groups); (iii) No Party may (or cause or permit any member of its Group to) waive, or allege or purport to waive, any Privilege which could be asserted under any applicable Law with respect to Shared Privileged Information, without the written consent of the other Party, which shall not be unreasonably withheld or delayed; (iv) If a dispute arises between or among the Parties or their respective Group members regarding whether a Privilege should be waived to protect or advance the interest of any Party (or members of its Group) with respect to Shared Privileged Information, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Party and members of its Group, and shall not unreasonably withhold consent to any request for waiver by the other Party, and each Party specifically agrees that it shall not withhold consent to waive for any purpose except in good faith to protect the legitimate interests of its Group; and (v) If, within fifteen (15) days of receipt by the requesting Party of written objection, the Parties have not succeeded in negotiating a resolution to any dispute regarding whether a Privilege should be waived with respect to Shared Privileged Information, and the requesting Party determines that a Privilege should nonetheless be waived to protect or advance the legitimate interests of its Group, the requesting Party shall provide the objecting Party fifteen (15) days’ written notice prior to effecting such waiver. Each Party specifically agrees that failure within fifteen (15) days of receipt of such notice to commence proceedings to enjoin such waiver under applicable Law, shall be deemed full and effective consent to such waiver. In the event proceedings are commenced as described above, the Parties agree that any such Privilege shall not be waived by either Party until the final determination of such dispute.

Post-Distribution Services. The Parties recognize Each of FOX (on behalf of itself and the other members of the FOX Group) and Remainco (on behalf of itself and the other members of the Remainco Group) acknowledges that (i) each member of the FOX Group and the Remainco Group has or may obtain Information that is or may be Privileged Information; (ii) actual, threatened or future litigation, investigations, Proceedings (including arbitration proceedings), claims or other legal matters have been or may be asserted by or against, or otherwise affect, some or all members of the FOX Group or the Remainco Group (“Litigation Matters”); (iii) members of the FOX Group and other professional services will be provided following the Distribution Effective Time to Remainco Group have or may in the future have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the protected status of the Privileged Information; and (iv) each of Recro FOX and Remainco (or any member on behalf of itself and the other members of its Group) intends that the transactions contemplated by this Agreement, the Ancillary Agreements, the Disney Merger Agreement and Baudax the Transaction Documents (or any member of its Group). The Parties further recognize that certain of such post-Distribution services will be rendered solely for as defined in the benefit of Recro (or any member of its Group) or Baudax (or any member of its Group), as the case may be, while other such post-Distribution services may be rendered jointly to both Recro (or any member of its GroupDisney Merger Agreement) and Baudax (any transfer of Privileged Information in connection herewith or therewith shall not operate as a waiver of any member of its Group) with respect to claims, proceedings, litigation, disputes, applicable privilege or other matters which involve one or more members of both the Recro Group and the Baudax Groupprotection afforded Privileged Information. With respect to such post-Distribution services Privileged Information from and related Privileged Informationafter the Distribution, the Parties agree as follows: (i) All Remainco shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with Privileged Information based on post-Distribution services rendered jointly which relates solely to both one the Remainco Business, whether or more members not the Privileged Information is in the possession of or under the Recro Group and Baudax Group relating control of Remainco or FOX. Remainco shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with Privileged Information that relates solely to the subject matter of any claimsclaims constituting Remainco Liabilities, proceedingsnow pending or which may be asserted in the future, litigation, disputes in any lawsuits or other matters which involve both proceedings initiated against or by Remainco, whether or not the Recro Group and the Baudax Group (“Shared Privileged Information”) shall be subject to a shared Privilege among such parties involved Information is in the claims, proceedings, litigation, disputes possession of or other matters at issue;under the control of Remainco or FOX. (ii) FOX shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with Privileged Information relating to post-Distribution services provided which relates solely to one the FOX Business, whether or not the Privileged Information is in the possession of Recro or under the control of Remainco or FOX. FOX shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with Privileged Information that relates solely to the subject matter of any claims constituting FOX Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by FOX, whether or not the Privileged Information is in the possession of or under the control of Remainco or FOX. Subject to Section 6.08(b)(v), the parties acknowledge and agree that any and all Privileged Information with respect to this Agreement, the Ancillary Agreements, the Disney Merger Agreement, the Transaction Documents and the negotiations, structuring and transactions contemplated hereby and thereby belonging to or possessed by the Remainco Group prior to the Separation shall be deemed to relate solely to the FOX Business. Subject to Section 6.08(b)(v), upon the consummation of the Distribution, (A) any advice given by or any member communications with each of its Groupthe parties set forth on Schedule 6.08(a)(ii) (“Counsel”), to the extent it relates to this Agreement, the Ancillary Agreements, the Disney Merger Agreement, the Transaction Documents and/or negotiations, structuring and transactions contemplated hereby or Baudax (or any member of its Group) thereby, shall not be a shared between privilege and shall be deemed to relate solely to the Parties FOX Business and (B) any advice given or among communications with in-house counsel of Remainco prior to the members of their respective Groups);Separation, to the extent it relates to this Agreement, the Ancillary Agreements, the Merger Agreement, the Transaction Documents and/or the negotiations, structuring and transactions contemplated hereby or thereby, shall not be a joint privilege and shall be deemed to relate solely to the FOX Business. (iii) No Party may (or cause or permit any member of its Group to) waive, or allege or purport If the Parties do not agree as to waive, any Privilege which could be asserted under any applicable Law with respect to Shared whether certain Information is Privileged Information, without the written consent of the other Party, which then such Information shall not be unreasonably withheld or delayed; (iv) If a dispute arises between or among the Parties or their respective Group members regarding whether a Privilege should be waived to protect or advance the interest of any Party (or members of its Group) with respect to Shared Privileged Information, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Party and members of its Group, and shall not unreasonably withhold consent to any request for waiver by the other Party, and each Party specifically agrees that it shall not withhold consent to waive for any purpose except in good faith to protect the legitimate interests of its Group; and (v) If, within fifteen (15) days of receipt by the requesting Party of written objection, the Parties have not succeeded in negotiating a resolution to any dispute regarding whether a Privilege should be waived with respect to Shared treated as Privileged Information, and the requesting Party determines that a Privilege should nonetheless be waived to protect or advance the legitimate interests of its Group, the requesting Party shall provide the objecting Party fifteen (15) days’ written notice prior to effecting believes that such waiver. Each Party specifically agrees that failure within fifteen (15) days of receipt of such notice to commence proceedings to enjoin such waiver under applicable Law, Information is Privileged Information shall be deemed full entitled to control the assertion or waiver of all privileges and effective consent to immunities in connection with any such waiverInformation until such time as it is finally judicially determined that such Information is not Privileged Information or unless the Parties otherwise agree. In the event proceedings are commenced as described aboveNotwithstanding Section 10.11, the Parties agree that shall use the JAMS Streamlined Arbitration Rule & Procedures to resolve any such Privilege shall not be waived by either Party until disputes as to whether any Privileged Information relates solely to the final determination of such disputeRemainco Business, solely to the FOX Business, or to both the Remainco Business and the FOX Business.

Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Distribution Effective Time to each of Recro Biogen (or any member of its Group) and Baudax Bioverativ (or any member of its Group). The Parties further recognize that certain of such post-Distribution services will be rendered solely for the benefit of Recro Biogen (or any member of its Group) or Baudax Bioverativ (or any member of its Group), as the case may be, while other such post-Distribution services may be rendered jointly to both Recro Biogen (or any member of its Group) and Baudax Bioverativ (or any member of its Group) with respect to claims, proceedings, litigation, disputes, or other matters which involve one or more members of both the Recro Biogen Group and the Baudax Bioverativ Group. With respect to such post-post- Distribution services and related information subject to Privilege (“Privileged Information”), the Parties agree as follows: (i) All Privileged Information based on post-Distribution services rendered jointly to both one or more members of the Recro Biogen Group and Baudax Bioverativ Group relating to any claims, proceedings, litigation, disputes or other matters which involve both the Recro Biogen Group and the Baudax Bioverativ Group (“Shared Privileged Information”) shall be subject to a shared Privilege among such parties involved in the claims, proceedings, litigation, disputes or other matters at issue;; and (ii) Privileged Information relating to post-Distribution services provided solely to one of Recro Biogen (or any member of its Group) or Baudax Bioverativ (or any member of its Group) shall not be deemed shared between the Parties (or among the members of their respective Groups);. (iii) No Party may (or cause or permit any member of its Group to) waive, or allege or purport to waive, any Privilege which could be asserted under any applicable Law with respect to Shared Privileged Information, without the written consent of the other Party, which shall not be unreasonably withheld or delayed; (iv) If a dispute arises between or among the Parties or their respective Group members regarding whether a Privilege should be waived to protect or advance the interest of any Party (or members of its Group) with respect to Shared Privileged Information, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Party and members of its Party's Group, and shall not unreasonably withhold consent to any request for waiver by the other Party, and each Party specifically agrees that it shall not withhold consent to waive for any purpose except in good faith to protect the legitimate interests of its Group; and (v) If, within fifteen (15) days of receipt by the requesting Party of written objection, the Parties have not succeeded in negotiating a resolution to any dispute regarding whether a Privilege should be waived with respect to Shared Privileged Information, and the requesting Party determines that a Privilege should nonetheless be waived to protect or advance the legitimate interests of its Group, the requesting Party shall provide the objecting Party fifteen (15) days’ written notice prior to effecting such waiver. Each Party specifically agrees that failure within fifteen (15) days of receipt of such notice to commence proceedings to enjoin such waiver under applicable Law, Law shall be deemed full and effective consent to such waiver. In the event proceedings are commenced as described above, the Parties agree that any such Privilege shall not be waived by either Party until the final determination of such dispute.