Common use of Preservation of Information Clause in Contracts

Preservation of Information. (a) Except as otherwise required or agreed in writing, or as otherwise provided in any Ancillary Agreement, with regard to any information referenced in Section 7.3, each Party shall use its commercially reasonable efforts, at its sole cost and expense, to retain, until the latest of, as applicable, (i) the date on which such Information is no longer required to be retained pursuant to Biogen’s applicable record retention policy as in effect immediately prior to the Distribution, including, without limitation, pursuant to any “Litigation Hold” issued by Biogen or any of its Subsidiaries prior to the Distribution, (ii) the concluding date of any period as may be required by any applicable Law, (iii) the concluding date of any period during which such Information relates to a pending or threatened Action which is known to the members of the Biogen Group or Bioverativ Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire, and (iv) the concluding date of any period during which the destruction of such Information could interfere with a pending or threatened investigation by a Governmental Entity which is known to the members of the Biogen Group or Bioverativ Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire; provided, that with respect to any pending or threatened Action arising after the Distribution, clause (iii) of this sentence applies only to the extent that whichever member of the Biogen Group or Bioverativ Group, as applicable, is in possession of such Information has been notified in writing pursuant to a “Litigation Hold” by the other Party of the relevant pending or threatened Action. The Parties agree that upon written request from either Party that certain Information relating to the Bioverativ Business, the Biogen Retained Business or the transactions contemplated hereby be retained in connection with an Action, the other Party shall use reasonable efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting Party. (b) Biogen and Bioverativ intend that any transfer of information that would otherwise be within the attorney-client or attorney work product privileges not operate as a waiver of any potentially applicable privilege.

Preservation of Information. (a) Except as otherwise required or agreed in writing, or as otherwise provided in any Ancillary Agreement, with regard to any information referenced in Section 7.3, each Party shall use its commercially reasonable efforts, at its sole cost and expense, to retain, until the latest of, as applicable, (i) the date on which such Information information is no longer required to be retained pursuant to BiogenIronwood’s applicable record retention policy as in effect immediately prior to the Distribution, including, without limitation, including pursuant to any “Litigation Hold” issued by Biogen Ironwood or any of its Subsidiaries prior to the Distribution, (ii) the concluding date of any period as may be required by any applicable Law, (iii) the concluding date of any period during which such Information information relates to a pending or threatened Action which is known to the members of the Biogen Ironwood Group or Bioverativ Cyclerion Group, as applicable, in possession of such Information information at the time any retention obligation with regard to such Information information would otherwise expire, and (iv) the concluding date of any period during which the destruction of such Information information could interfere with a pending or threatened investigation by a Governmental Entity which is known to the members of the Biogen Ironwood Group or Bioverativ Cyclerion Group, as applicable, in possession of such Information information at the time any retention obligation with regard to such Information information would otherwise expire; provided, that with respect to any pending or threatened Action arising after the Distribution, clause (iii) of this sentence applies only to the extent that whichever member of the Biogen Ironwood Group or Bioverativ Cyclerion Group, as applicable, is in possession of such Information information has been notified in writing pursuant to a “Litigation Hold” by the other Party of the relevant pending or threatened Action. The Parties agree that upon written request from either Party that certain Information information relating to the Bioverativ Cyclerion Pharmaceutical Business, the Biogen Retained New Ironwood Pharmaceutical Business or the transactions contemplated hereby be retained in connection with an Action, the other Party shall use reasonable efforts to preserve and not to destroy or dispose of such Information information without the consent of the requesting Party. (b) Biogen Ironwood and Bioverativ Cyclerion intend that any transfer of information that would otherwise be within the attorney-client or attorney work product privileges not operate as a waiver of any potentially applicable privilege.

Preservation of Information. (a) Except as otherwise required or agreed in writing, or as otherwise provided in any Ancillary Agreement, with regard to any information referenced in Section 7.3, each Party shall use its commercially reasonable efforts, at its sole cost and expense, to retainretain such information, until the latest of, as applicable, (i) the date on which such Information information is no longer required to be retained pursuant to Biogenbluebird’s applicable record retention policy as in effect immediately prior to the Distribution, including, without limitation, including pursuant to any “Litigation Hold” issued by Biogen bluebird or any of its Subsidiaries prior to the Distribution, (ii) the concluding date of any period as may be required by any applicable Law, (iii) the concluding date of any period during which such Information information relates to a pending or threatened Action which is known to the members of the Biogen bluebird Group or Bioverativ 2seventy Group, as applicable, in possession of such Information information at the time any retention obligation with regard to such Information information would otherwise expire, and (iv) the concluding date of any period during which the destruction of such Information information could interfere with a pending or threatened investigation by a Governmental Entity which is known to the members of the Biogen bluebird Group or Bioverativ 2seventy Group, as applicable, in possession of such Information information at the time any retention obligation with regard to such Information information would otherwise expire; provided, provided that with respect to any pending or threatened Action arising after the Distribution, clause (iii) of this sentence applies only to the extent that whichever member of the Biogen bluebird Group or Bioverativ 2seventy Group, as applicable, is in possession of such Information information has been notified in writing pursuant to a “Litigation Hold” by the other Party of the relevant pending or threatened Action. The Parties agree that upon written request from either Party that certain Information information relating to the Bioverativ Oncology Business, the Biogen Retained Severe Genetic Disease Business or the transactions contemplated hereby be retained in connection with an Action, the other Party shall use reasonable efforts to preserve and not to destroy or dispose of such Information information without the consent of the requesting Party. (b) Biogen bluebird and Bioverativ 2seventy intend that any transfer of information that would otherwise be within the attorney-client or attorney work product privileges not operate as a waiver of any potentially applicable privilege.

Preservation of Information. (a) Except as otherwise required or agreed in writing, or as otherwise provided in any Ancillary Agreement, with regard to any information referenced in Section 7.3, each Party shall use its commercially reasonable efforts, at its sole cost and expense, to retainretain such information, until the latest of, as applicable, (i) the date on which such Information information is no longer required to be retained pursuant to Biogen’s Alkermes’ applicable record retention policy as in effect immediately prior to the Distribution, including, without limitation, including pursuant to any “Litigation Hold” issued by Biogen Alkermes or any of its Subsidiaries prior to the Distribution, (ii) the concluding date of any period as may be required by any applicable Law, (iii) the concluding date of any period during which such Information information relates to a pending or threatened Action which is known to the members of the Biogen Alkermes Group or Bioverativ Mural Group, as applicable, in possession of such Information information at the time any retention obligation with regard to such Information information would otherwise expire, and (iv) the concluding date of any period during which the destruction of such Information information could interfere with a pending or threatened investigation by a Governmental Entity which is known to the members of the Biogen Alkermes Group or Bioverativ Mural Group, as applicable, in possession of such Information information at the time any retention obligation with regard to such Information information would otherwise expire; provided, that with respect to any pending or threatened Action arising after the Distribution, clause (iii) of this sentence applies only to the extent that whichever member of the Biogen Alkermes Group or Bioverativ Mural Group, as applicable, is in possession of such Information information has been notified in writing pursuant to a “Litigation Hold” by the other Party of the relevant pending or threatened Action. The Parties agree that upon written request from either Party that certain Information information relating to the Bioverativ Oncology Business, the Biogen Retained Neuroscience Business or the transactions contemplated hereby be retained in connection with an Action, the other Party shall use reasonable efforts to preserve and not to destroy or dispose of such Information information without the consent of the requesting Party. (b) Biogen Alkermes and Bioverativ Xxxxx intend that any transfer of information that would otherwise be within the attorney-client or attorney work product privileges not operate as a waiver of any potentially applicable privilege.

Preservation of Information. (a) Except as otherwise required or agreed in writing, or as otherwise provided in any Ancillary Agreement, with regard to any information referenced in Section 7.3, each Party shall use its commercially reasonable efforts, at its sole cost and expense, to retain, until the latest of, as applicable, (i) the date on which such Information information is no longer required to be retained pursuant to BiogenRecro’s applicable record retention policy as in effect immediately prior to the Distribution, including, without limitation, including pursuant to any “Litigation Hold” issued by Biogen Recro or any of its Subsidiaries prior to the Distribution, (ii) the concluding date of any period as may be required by any applicable Law, (iii) the concluding date of any period during which such Information information relates to a pending or threatened Action which is known to the members of the Biogen Recro Group or Bioverativ Baudax Group, as applicable, in possession of such Information information at the time any retention obligation with regard to such Information information would otherwise expire, and (iv) the concluding date of any period during which the destruction of such Information information could interfere with a pending or threatened investigation by a Governmental Entity which is known to the members of the Biogen Recro Group or Bioverativ Baudax Group, as applicable, in possession of such Information information at the time any retention obligation with regard to such Information information would otherwise expire; provided, that with respect to any pending or threatened Action arising after the Distribution, clause (iii) of this sentence applies only to the extent that whichever member of the Biogen Recro Group or Bioverativ Baudax Group, as applicable, is in possession of such Information information has been notified in writing pursuant to a “Litigation Hold” by the other Party of the relevant pending or threatened Action. The Parties agree that upon written request from either Party that certain Information information relating to the Bioverativ Acute Care Business, the Biogen Retained CDMO Business or the transactions contemplated hereby be retained in connection with an Action, the other Party shall use reasonable efforts to preserve and not to destroy or dispose of such Information information without the consent of the requesting Party. (b) Biogen Recro and Bioverativ Baudax intend that any transfer of information that would otherwise be within the attorney-client or attorney work product privileges not operate as a waiver of any potentially applicable privilege.