Common use of Pre-Distribution Services Clause in Contracts

Pre-Distribution Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Effective Time have been and will be rendered for benefit of Biogen and its Subsidiaries, including the members of the Bioverativ Group. Accordingly, with respect to such pre-Distribution services, the Parties agree as follows: (A) Biogen shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the Biogen Retained Business, whether or not the Privileged Information is in the possession or under the control of a member of the Biogen Group or the Bioverativ Group and (B) Biogen shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any Biogen Retained Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of a member of the Biogen Group or the Bioverativ Group; (ii) (A) Bioverativ shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the Bioverativ Business, whether or not the Privileged Information is in the possession or under the control of a member of the Bioverativ Group or the Biogen Group and (B) Bioverativ shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any Bioverativ Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of a member of the Bioverativ Group or the Biogen Group; (iii) If Biogen and Bioverativ do not agree as to whether certain information is Privileged Information, then the information shall be treated as Privileged Information, and the Party who believes such information is Privileged Information shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such information unless the Parties otherwise agree; (iv) Bioverativ agrees that it shall not (and shall cause the members of its Group not to) waive, or allege or purport to waive, any Privilege which could be asserted under any applicable Law, and in which Biogen (or any member of its Group) has a Privilege, without the written consent of Biogen; and (v) Biogen agrees that it shall not (and shall cause the members of its Group not to) waive, or allege or purport to waive, any Privilege which could be asserted under any applicable Law, and in which Bioverativ (or any member of its Group) has a Privilege, without the written consent of Bioverativ.

Pre-Distribution Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Effective Time have been and will be rendered for the benefit of Biogen Recro and its Subsidiaries, including including, the members of the Bioverativ Baudax Group. Accordingly, with respect to such pre-Distribution services, the Parties agree as follows: (Ai) Biogen Recro shall be entitled, in perpetuity, to control the assertion or waiver of all privileges privilege and immunities in connection with any Privileged Information that relates solely to the Biogen Retained CDMO Business, whether or not the Privileged Information is in the possession or under the control of a member of the Biogen Recro Group or the Bioverativ Baudax Group and (B) Biogen Recro shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges privilege and immunities in connection with any Privileged Information that relates solely to any Biogen Recro Retained Liabilities resulting from any Actions that are now pending or may be asserted in the future, future whether or not the Privileged Information is in the possession or under the control of a member of the Biogen Recro Group or the Bioverativ Baudax Group; (ii) (A1) Bioverativ Baudax shall be entitled, in perpetuity, to control the assertion or waiver of all privileges privilege and immunities in connection with any Privileged Information that relates solely to the Bioverativ Acute Care Business, whether or not the Privileged Information is in the possession or under the control of a member of the Bioverativ Baudax Group or the Biogen Recro Group and (B2) Bioverativ Baudax shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges privilege and immunities in connection with any Privileged Information that relates solely to any Bioverativ Liabilities resulting from any Actions that are now pending or may be asserted in the futureBaudax Liabilities, whether or not the Privileged Information is in the possession or under the control of a member of the Bioverativ Baudax Group or the Biogen Recro Group; (iii) If Biogen Recro and Bioverativ Baudax do not agree as to whether certain information is Privileged Information, then the information shall be treated as Privileged Information, Information and the Party who believes such information is Privileged Information shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such information unless the Parties otherwise agree; (iv) Bioverativ Baudax agrees that it shall not (and shall cause the members of its Group not to) waive, or allege or purport to waive, any Privilege which could be asserted under any applicable Law, and in which Biogen Recro (or any member of its Group) has a Privilege, without the written consent of BiogenRecro; and (v) Biogen Recro agrees that it shall not (and shall cause the members of its Group not to) waive, or allege or purport to waive, any Privilege which could be asserted under any applicable Law, and in which Bioverativ Baudax (or any member of its Group) has a Privilege, without the written consent of BioverativBaudax.