Common use of Provision of Corporate Records; Access to Information Clause in Contracts

Provision of Corporate Records; Access to Information. (a) As soon as practicable following the date hereof, to the extent not effectuated prior to the date hereof and subject to the provisions of this Section 5.3(a), Viamet and SpinCo shall transition (i) to SpinCo all SpinCo Books and Records in the possession of any Viamet Group Member, and (ii) to Viamet all Viamet Books and Records in the possession of any SpinCo Group Member. Each Party may retain copies of books and records delivered to the other, subject to such Party’s compliance with confidentiality obligations set forth in Section 5.1 with respect to the Information contained in such books and records. (b) During the Retention Period, each Party shall cooperate with and afford, and shall cause its respective Group Members and use its reasonable best efforts to cause its Representatives to cooperate with and afford, to the other Party reasonable and timely access during normal business hours upon reasonable advance request to all Information (other than Information which is (i) protected from disclosure by the attorney-client privilege or work product doctrine, (ii) proprietary in nature, (iii) the subject of a confidentiality agreement between such Party and a third Person that prohibits disclosure to the other Party (provided, however, that if requested by the other Party, such Party shall use reasonable best efforts to seek a waiver of or other relief from such confidentiality agreement, it being understood that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third Person from whom any such waiver is sought), or (iv) prohibited from disclosure under applicable Law (any such Information described in the foregoing clauses (i) through (iv), “Restricted Information”)) owned by such Party or one of its Group Members or within such Party’s or any of its respective Group Member’s or Representative’s possession which is created prior to the Distribution Date and which relates to the requesting Party’s (the “Requestor”) business, assets or liabilities, and such access is reasonably required by the Requestor (A) to comply with requirements imposed on the Requestor by any Law or Governmental Authority (including to make any Required Disclosure), (B) for use in preparation for or the prosecution or defense of any Action (except for any Action between the Parties or any of their respective Group Members), (C) to satisfy audit, accounting, Tax or similar requirements, (D) to obtain insurance, or (E) to comply with the Requestor’s obligations under this Agreement or any Ancillary Document. As used in this Agreement, “access” shall mean the obligation of a Party in possession of Information (the “Possessor”) requested by the Requestor to exert reasonable best efforts to locate all requested Information that is owned and/or possessed by Possessor or any respective Group Members or Representatives. The Possessor, at its own expense, shall conduct a diligent search designed to identify all requested Information and shall collect all such Information for inspection by the Requestor during normal business hours at the Possessor’s place of business. Subject to such confidentiality and/or security obligations as the Possessor may reasonably deem necessary, the Requestor may have all requested Information duplicated at Requestor’s expense. Alternatively, the Possessor may choose to deliver, at the Requestor’s expense, all requested Information to the Requestor in the form reasonably requested by the Requestor. The Possessor shall notify the Requestor in writing at the time of delivery if such Information is to be returned to the Possessor. In such case, the Requestor shall return such Information when no longer needed to the Possessor at the Possessor’s expense. In connection with providing Information pursuant to this Section 5.3, each Party shall, upon the request of the other Party and upon reasonable advance notice, make available during normal business hours its respective employees (and those employees of its respective Group Members and Representatives, as applicable) to the extent that they are reasonably necessary to discuss and explain all requested Information with and to the Requestor. (c) Any Information owned by one Group that is provided to a Requestor hereunder shall be deemed to remain the property of the providing Party. Except as specifically set forth herein, nothing herein shall be construed as granting or conferring rights of license or otherwise in any such Information.

Provision of Corporate Records; Access to Information. (a) As soon as practicable following the date hereof, to the extent not effectuated prior to the date hereof and subject to the provisions of this Section 5.3(a4.3(a), Viamet Ikaria and SpinCo R&DCo shall transition (i) to SpinCo R&DCo all SpinCo R&DCo Books and Records in the possession of any Viamet Ikaria Group Member, and (ii) to Viamet Ikaria all Viamet Ikaria Books and Records in the possession of any SpinCo R&DCo Group Member. The foregoing shall be limited by the following: (i) Each Party may retain copies of books and records delivered to the other, subject to such Party’s compliance with confidentiality obligations set forth in Section 5.1 4.1 with respect to the Information contained in such books and records. (ii) Neither Party shall be required to deliver to the other books and records or portions thereof that are (A) the subject of a confidentiality agreement between such Party and a third Person that prohibits disclosure to the other Party (provided, however, that if requested by the other Party, such Party shall use reasonable best efforts to seek a waiver of or other relief from such confidentiality agreement, it being understood that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third Person from whom any such waiver is sought (unless such Party is fully reimbursed or otherwise made whole by the requesting Party)), or (B) prohibited from disclosure under applicable Law. (b) During the Retention Period, each Party shall cooperate with and afford, and shall cause its respective Group Members and use its reasonable best efforts to cause its Representatives to cooperate with and afford, to the other Party reasonable and timely access during normal business hours upon reasonable advance request to all Information (other than Information which is (i) protected from disclosure by the attorney-client privilege or work product doctrine, (ii) proprietary in nature, (iii) the subject of a confidentiality agreement between such Party and a third Person that prohibits disclosure to the other Party (provided, however, that if requested by the other Party, such Party shall use reasonable best efforts to seek a waiver of or other relief from such confidentiality agreement, it being understood that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third Person from whom any such waiver is soughtsought (unless such Party is fully reimbursed or otherwise made whole by the requesting Party)), or (iv) prohibited from disclosure under applicable Law (any such Information described in the foregoing clauses (i) through (iv), “Restricted Information”)) owned by such Party or one of its Group Members or within such Party’s or any of its respective Group Member’s or Representative’s possession which is created prior to the Distribution Date and which relates to the requesting Party’s (the “Requestor”) business, assets or liabilities, and such access is reasonably required by the Requestor (A) to comply with requirements imposed on the Requestor by any Law or Governmental Authority (including to make any Required Disclosure), (B) for use in preparation for or the prosecution or defense of any Action (except for any Action between the Parties or any of their respective Group Members), (C) to satisfy audit, accounting, Tax or similar requirements, (D) to obtain insurance, or (E) to comply with the Requestor’s obligations under this Agreement or any Ancillary Document. As used in this Agreement, “access” shall mean the obligation of a Party in possession of Information (the “Possessor”) requested by the Requestor to exert reasonable best efforts to locate all requested Information that is owned and/or possessed by Possessor or any respective Group Members or Representatives. The Possessor, at its own expense, shall conduct a diligent search designed to identify all requested Information and shall collect all such Information for inspection by the Requestor during normal business hours at the Possessor’s place of business. Subject to such confidentiality and/or security obligations as the Possessor may reasonably deem necessary, the Requestor may have all requested Information duplicated at Requestor’s expense. Alternatively, the Possessor may choose to deliver, at the Requestor’s expense, all requested Information to the Requestor in the form reasonably requested by the Requestor. The Possessor shall notify the Requestor in writing at the time of delivery if such Information is to be returned to the Possessor. In such case, the Requestor shall return such Information when no longer needed to the Possessor at the Possessor’s expense. In connection with providing Information pursuant to this Section 5.34.3, each Party shall, upon the request of the other Party and upon reasonable advance notice, make available during normal business hours its respective employees (and those employees of its respective Group Members and Representatives, as applicable) to the extent that they are reasonably necessary to discuss and explain all requested Information with and to the Requestor. (c) Any Information owned by one Group that is provided to a Requestor hereunder shall be deemed to remain the property of the providing Party. Except as specifically set forth herein, nothing herein shall be construed as granting or conferring rights of license or otherwise in any such Information.