Common use of Transfer to Distributor Clause in Contracts

Transfer to Distributor. (a) If a Baxalta Party initiates a Local Closing by electing to exercise its right to appoint a distributor (which may include a Baxter Local Entity or other Baxter Subsidiary if such entity reaches a separate agreement with a Baxalta Party to be appointed as distributor) to operate the Deferred Local Baxalta Business, at such Local Closing, the Baxter Local Entity holding legal title to the Assets and Liabilities of the applicable Deferred Baxalta Local Business shall sell, transfer, convey and deliver to (i) the distributor, if the distributor is not a Baxter Local Entity or other Baxter Subsidiary or (ii) unless otherwise agreed by the Parties, a Baxalta Party or Baxalta Local Entity if the distributor is a Baxter Local Entity or other Baxter Subsidiary, and the applicable distributor or Baxalta Party or Baxalta Local Entity shall purchase and accept delivery of, all such Assets and the applicable distributor or Baxalta Party or Baxalta Local Entity shall accept, assume and agree faithfully to perform, discharge and fulfill all such Liabilities in exchange for a purchase price, if required, equal to the fair market value of such Deferred Local Baxalta Business as of the Local Closing Date, or, to the extent that not all of the Assets and Liabilities of the Deferred Local Baxalta Business are to be acquired by the distributor or a Baxalta Party or Baxalta Local Entity, the fair market value of the applicable Assets and Liabilities as of the Local Closing Date. If any Third Party distributor requires that the applicable Baxter Local Entity indemnify such distributor in connection with the purchase of the applicable Assets and the assumption of the applicable Liabilities of the Deferred Local Baxalta Business, then the applicable Baxalta Party shall indemnify, hold harmless and otherwise guarantee without limitation the applicable Baxter Local Entity for any actions or claims brought against such Baxter Local Entity by the distributor pursuant to such indemnification, provided, however, that the applicable Baxter Local Entity shall not provide any indemnification to any distributor without the prior written consent of a Baxalta Party. (b) The purchase price shall be paid to the Baxter Local Entity (or a Baxter Party or such other Baxter Subsidiary designated by the applicable Baxter Party to the extent permitted by applicable Law) by or on behalf of (i) a Third Party distributor or (ii) a Baxalta Party or Baxalta Local Entity (if the distributor is a Baxter Local Entity or other Baxter Subsidiary) on the applicable Local Closing Date in accordance with payment instructions to be provided in writing by the applicable Baxter Party. The purchase price shall be paid at the election of the applicable Baxter Party by or on behalf of the distributor or the Baxalta Party or Baxalta Local Entity in the Local Currency, or such other currency as elected by the applicable Baxter Party if so permitted by applicable Law, by converting the applicable amount to Local Currency using (1) the Exchange Rate if the Parties mutually agree upon the purchase price or (2) the corresponding exchange rate used by the Valuation Firm if the purchase price is determined by the Valuation Firm. (c) To the extent that not all of the Assets and Liabilities of the Deferred Local Baxalta Business of a Baxter Local Entity are acquired by the distributor or a Baxalta Party or Baxalta Local Entity in connection with a Local Closing pursuant to Section 3.03(a) and are not otherwise acquired and assumed by a Baxalta Party or a Baxalta Local Entity prior to the Termination Date, the applicable Baxter Party shall proceed to use commercially reasonable efforts in accordance with Section 3.04 to (i) sell to a Third Party the remaining Assets and Liabilities of the Deferred Local Baxalta Business or (ii) wind-down and liquidate all of the remaining Assets and pay (subject to Section 3.04(d)) all of the remaining Liabilities of such Deferred Baxalta Local Business which are not acquired or assumed (as applicable).

Transfer to Distributor. (a) If a Baxalta Party AbbVie initiates a Local Closing by electing and elects to exercise its right to appoint a distributor (which may include a Baxter Local Entity or other Baxter Subsidiary if such entity reaches a separate agreement with a Baxalta Party to be appointed as distributor) to operate the Deferred Local Baxalta Business, at AbbVie Business such right may be transferred by AbbVie to an Affiliate of AbbVie. At such Local Closing, the Baxter Abbott Local Entity holding legal title to the Assets and Liabilities of the applicable Deferred Baxalta AbbVie Local Business shall sell, transfer, convey and deliver to (i) the applicable distributor, if the distributor is not a Baxter Local Entity or other Baxter Subsidiary or (ii) unless otherwise agreed by the Parties, a Baxalta Party or Baxalta Local Entity if the distributor is a Baxter Local Entity or other Baxter Subsidiary, and the applicable distributor or Baxalta Party or Baxalta Local Entity shall purchase and accept delivery of, all such Assets and the applicable distributor or Baxalta Party or Baxalta Local Entity shall accept, assume and agree faithfully to perform, discharge and fulfill all such Liabilities in exchange for a purchase price, if required, price equal to the fair market value of such Deferred Local Baxalta AbbVie Business as of the Local Closing Date, or, to the extent that not all of the Assets and Liabilities of the Deferred Local Baxalta AbbVie Business are to be acquired by the distributor or a Baxalta Party or Baxalta Local Entitydistributor, the fair market value of the applicable Assets and Liabilities as of the Local Closing Date. If any Third Party distributor requires that the applicable Baxter Abbott Local Entity indemnify such distributor in connection with the purchase of the applicable Assets and the assumption of the applicable Liabilities of the Deferred Local Baxalta AbbVie Business, then AbbVie shall indemnify the applicable Baxalta Party shall indemnify, hold harmless and otherwise guarantee without limitation the applicable Baxter Abbott Local Entity for any actions or claims brought against such Baxter Abbott Local Entity by the distributor pursuant to such indemnification, provided, however, that the applicable Baxter Abbott Local Entity shall (i) not provide any indemnification to any distributor without the prior written consent of a Baxalta PartyAbbVie; and (ii) shall use commercially reasonable efforts limit the scope of any such indemnification. (b) Subject to Section 3.04, no later than fifteen (15) days (or such lesser number of days as mutually agreed in writing by the Parties) prior to the Local Closing Date, Abbott shall deliver to AbbVie and the applicable distributor a report prepared by an internationally recognized public accounting firm setting forth the fair market value for the applicable Deferred AbbVie Local Business as of the Local Closing Date, or, to the extent that not all of the Assets and Liabilities of the Deferred Local AbbVie Business are to be acquired by the distributor, the fair market value of the applicable Assets and Liabilities as of the Local Closing Date. (c) The purchase price plus any applicable Conveyance Taxes shall be paid to the Baxter Local Entity (or a Baxter Party or such other Baxter Subsidiary designated by the applicable Baxter Party to the extent permitted by applicable Law) by or on behalf of (i) a Third Party the distributor or (ii) a Baxalta Party or Baxalta to the Abbott Local Entity (if the distributor is a Baxter Local Entity or other Baxter Subsidiary) on the applicable Local Closing Date in accordance with payment instructions to be provided in writing by the applicable Baxter PartyAbbott Local Entity. The purchase price plus any applicable Conveyance Taxes shall be paid at the election of the applicable Baxter Party by or on behalf of the distributor in US Dollars or the Baxalta Party or Baxalta Local Entity in the Local Currency, or such other currency as elected by the applicable Baxter Party if so permitted by applicable Law, by converting the applicable amount to Local Currency converted from the US Dollar amount using (1) the Exchange Rate if the Parties mutually agree upon the purchase price or published two (2) days prior to the corresponding exchange rate used by the Valuation Firm if the purchase price is determined by the Valuation Firmapplicable Local Closing Date. (cd) To If AbbVie initiates a Local Closing and reaches a mutual agreement with an Abbott Local Entity that such Abbott Local Entity shall be appointed as the distributor to operate the applicable Deferred Local AbbVie Business pursuant to a separate customary distribution agreement and for a period extending beyond the International Operations Transition Period, then Abbott shall acquire such right from AbbVie in exchange for a purchase price equal to the fair market value of such Deferred Local AbbVie Business as of the Local Closing Date, or, to the extent that not all of the Assets and Liabilities of the Deferred Local Baxalta AbbVie Business of a Baxter Local Entity are to be acquired by the distributor or a Baxalta Party or Baxalta Abbott Local Entity in connection with a distributor, the fair market value of the applicable Assets and Liabilities as of the Local Closing Date. At such Local Closing, the Abbott Local Entity holding legal title to the Assets and Liabilities of the applicable Deferred AbbVie Local Business shall be appointed as the distributor to operate the applicable Deferred Local AbbVie Business pursuant to Section 3.03(aan agreement other than this Agreement, the Local Abbott Entity shall retain title to such Assets and the Local Abbott Entity shall faithfully perform, discharge and fulfill all such Liabilities in exchange for its appointment as distributor of such Deferred Local AbbVie Business. The purchase price shall be paid by Abbott to AbbVie on the applicable Local Closing Date in accordance with payment instructions to be provided in writing by AbbVie. The purchase price shall be paid by Abbott in US Dollars converted from the Local Currency using the Exchange Rate published two (2) and are not otherwise acquired and assumed by a Baxalta Party or a Baxalta Local Entity days prior to the Termination applicable Local Closing Date. (e) If the distributor is either a Third Party or an Abbott Subsidiary and such distributor fails to reach an agreement with AbbVie to acquire all Assets, the applicable Baxter Party and assume all Liabilities, of a Deferred Local AbbVie Business, Abbott shall proceed to use commercially reasonable efforts take such actions in accordance with Section 3.04 to 3.05 as are reasonably necessary to; (i) sell to a Third Party the remaining Assets and Liabilities of the Deferred Local Baxalta Business AbbVie Business, or (ii) wind-down and liquidate all of the remaining Assets and pay (subject to Section 3.04(d)) all of the remaining Liabilities of such Deferred Baxalta AbbVie Local Business which are not acquired or assumed (as applicable)) by the distributor.

Transfer to Distributor. (a) If a Baxalta Party AbbVie initiates a Local Closing by electing and elects to exercise its right to appoint a distributor (which may include a Baxter Local Entity or other Baxter Subsidiary if such entity reaches a separate agreement with a Baxalta Party to be appointed as distributor) to operate the Deferred Local Baxalta Business, at AbbVie Business such right may be transferred by AbbVie to an Affiliate of AbbVie. At such Local Closing, the Baxter Abbott Local Entity holding legal title to the Assets and Liabilities of the applicable Deferred Baxalta AbbVie Local Business shall sell, transfer, convey and deliver to (i) the applicable distributor, if the distributor is not a Baxter Local Entity or other Baxter Subsidiary or (ii) unless otherwise agreed by the Parties, a Baxalta Party or Baxalta Local Entity if the distributor is a Baxter Local Entity or other Baxter Subsidiary, and the applicable distributor or Baxalta Party or Baxalta Local Entity shall purchase and accept delivery of, all such Assets and the applicable distributor or Baxalta Party or Baxalta Local Entity shall accept, assume and agree faithfully to perform, discharge and fulfill all such Liabilities in exchange for a purchase price, if required, price equal to the fair market value of such Deferred Local Baxalta AbbVie Business as of the Local Closing Date, or, to the extent that not all of the Assets and Liabilities of the Deferred Local Baxalta AbbVie Business are to be acquired by the distributor or a Baxalta Party or Baxalta Local Entitydistributor, the fair market value of the applicable Assets and Liabilities as of the Local Closing Date. If any Third Party distributor requires that the applicable Baxter Abbott Local Entity indemnify such distributor in connection with the purchase of the applicable Assets and the assumption of the applicable Liabilities of the Deferred Local Baxalta AbbVie Business, then AbbVie shall indemnify the applicable Baxalta Party shall indemnify, hold harmless and otherwise guarantee without limitation the applicable Baxter Abbott Local Entity for any actions or claims brought against such Baxter Abbott Local Entity by the distributor pursuant to such indemnification, provided, however, that the applicable Baxter Abbott Local Entity shall (i) not provide any indemnification to any distributor without the prior written consent of a Baxalta PartyAbbVie; and (ii) shall use commercially reasonable efforts to limit the scope of any such indemnification. (b) Subject to Section 3.04, no later than fifteen (15) days prior to the Local Closing Date, Abbott shall deliver to AbbVie and the applicable distributor a report prepared by an internationally recognized public accounting firm setting forth the fair market value for the applicable Deferred AbbVie Local Business as of the Local Closing Date, or, to the extent that not all of the Assets and Liabilities of the Deferred Local AbbVie Business are to be acquired by the distributor, the fair market value of the applicable Assets and Liabilities as of the Local Closing Date. (c) The purchase price plus any applicable Conveyance Taxes shall be paid to the Baxter Local Entity (or a Baxter Party or such other Baxter Subsidiary designated by the applicable Baxter Party to the extent permitted by applicable Law) by or on behalf of (i) a Third Party the distributor or (ii) a Baxalta Party or Baxalta to the Abbott Local Entity (if the distributor is a Baxter Local Entity or other Baxter Subsidiary) on the applicable Local Closing Date in accordance with payment instructions to be provided in writing by the applicable Baxter PartyAbbott Local Entity. The purchase price plus any applicable Conveyance Taxes shall be paid at the election of the applicable Baxter Party by or on behalf of the distributor in US Dollars or the Baxalta Party or Baxalta Local Entity in the Local Currency, or such other currency as elected by the applicable Baxter Party if so permitted by applicable Law, by converting the applicable amount to Local Currency converted from the US Dollar amount using (1) the Exchange Rate if the Parties mutually agree upon the purchase price or published two (2) days prior to the corresponding exchange rate used by the Valuation Firm if the purchase price is determined by the Valuation Firmapplicable Local Closing Date. (cd) To If AbbVie initiates a Local Closing and reaches a mutual agreement with an Abbott Local Entity that such Abbott Local Entity shall be appointed as the distributor to operate the applicable Deferred Local AbbVie Business pursuant to a separate customary distribution agreement and for a period extending beyond the International Operations Transition Period, then Abbott shall acquire such right from AbbVie in exchange for a purchase price equal to the fair market value of such Deferred Local AbbVie Business as of the Local Closing Date, or, to the extent that not all of the Assets and Liabilities of the Deferred Local Baxalta AbbVie Business of a Baxter Local Entity are to be acquired by the distributor or a Baxalta Party or Baxalta Abbott Local Entity in connection with a distributor, the fair market value of the applicable Assets and Liabilities as of the Local Closing Date. At such Local Closing, the Abbott Local Entity holding legal title to the Assets and Liabilities of the applicable Deferred AbbVie Local Business shall be appointed as the distributor to operate the applicable Deferred Local AbbVie Business pursuant to Section 3.03(aan agreement other than this Agreement, the Local Abbott Entity shall retain title to such Assets and the Local Abbott Entity shall faithfully perform, discharge and fulfill all such Liabilities in exchange for its appointment as distributor of such Deferred Local AbbVie Business. The purchase price shall be paid by Abbott to AbbVie on the applicable Local Closing Date in accordance with payment instructions to be provided in writing by AbbVie. The purchase price shall be paid by Abbott in US Dollars converted from the Local Currency using the Exchange Rate published two (2) and are not otherwise acquired and assumed by a Baxalta Party or a Baxalta Local Entity days prior to the Termination applicable Local Closing Date. (e) If the distributor is either a Third Party or an Abbott Subsidiary and such distributor fails to reach an agreement with AbbVie to acquire all Assets, the applicable Baxter Party and assume all Liabilities, of a Deferred Local AbbVie Business, Abbott shall proceed to use commercially reasonable efforts take such actions in accordance with Section 3.04 to 3.05 as are reasonably necessary to: (i) sell to a Third Party the remaining Assets and Liabilities of the Deferred Local Baxalta Business AbbVie Business; or (ii) wind-down and liquidate all of the remaining Assets and pay (subject to Section 3.04(d)) all of the remaining Liabilities of such Deferred Baxalta AbbVie Local Business which are not acquired or assumed (as applicable)) by the distributor.

Transfer to Distributor. (a) If a Baxalta Party AbbVie Luxembourg initiates a Local Closing by electing and elects to exercise its right to appoint a distributor (which may include a Baxter Local Entity or other Baxter Subsidiary if such entity reaches a separate agreement with a Baxalta Party to be appointed as distributor) to operate the Deferred Local Baxalta Business, at AbbVie Business such right may be transferred by AbbVie Luxembourg to an Affiliate of AbbVie Luxembourg. At such Local Closing, the Baxter Abbott Local Entity holding legal title to the Assets and Liabilities of the applicable Deferred Baxalta AbbVie Local Business shall sell, transfer, convey and deliver to (i) the applicable distributor, if the distributor is not a Baxter Local Entity or other Baxter Subsidiary or (ii) unless otherwise agreed by the Parties, a Baxalta Party or Baxalta Local Entity if the distributor is a Baxter Local Entity or other Baxter Subsidiary, and the applicable distributor or Baxalta Party or Baxalta Local Entity shall purchase and accept delivery of, all such Assets and the applicable distributor or Baxalta Party or Baxalta Local Entity shall accept, assume and agree faithfully to perform, discharge and fulfill all such Liabilities in exchange for a purchase price, if required, price equal to the fair market value of such Deferred Local Baxalta AbbVie Business as of the Local Closing Date, or, to the extent that not all of the Assets and Liabilities of the Deferred Local Baxalta AbbVie Business are to be acquired by the distributor or a Baxalta Party or Baxalta Local Entitydistributor, the fair market value of the applicable Assets and Liabilities as of the Local Closing Date. If any Third Party distributor requires that the applicable Baxter Abbott Local Entity indemnify such distributor in connection with the purchase of the applicable Assets and the assumption of the applicable Liabilities of the Deferred Local Baxalta AbbVie Business, then AbbVie Luxembourg shall indemnify the applicable Baxalta Party shall indemnify, hold harmless and otherwise guarantee without limitation the applicable Baxter Abbott Local Entity for any actions or claims brought against such Baxter Abbott Local Entity by the distributor pursuant to such indemnification, provided, however, that the applicable Baxter Abbott Local Entity shall (i) not provide any indemnification to any distributor without the prior written consent of a Baxalta PartyAbbVie Luxembourg; and (ii) shall use commercially reasonable efforts limit the scope of any such indemnification. (b) Subject to Section 3.04, no later than fifteen (15) days prior to the Local Closing Date, Abbott Luxembourg shall deliver to AbbVie Luxembourg and the applicable distributor a report prepared by an internationally recognized public accounting firm setting forth the fair market value for the applicable Deferred AbbVie Local Business as of the Local Closing Date, or, to the extent that not all of the Assets and Liabilities of the Deferred Local AbbVie Business are to be acquired by the distributor, the fair market value of the applicable Assets and Liabilities as of the Local Closing Date. (c) The purchase price plus any applicable Conveyance Taxes shall be paid to the Baxter Local Entity (or a Baxter Party or such other Baxter Subsidiary designated by the applicable Baxter Party to the extent permitted by applicable Law) by or on behalf of (i) a Third Party the distributor or (ii) a Baxalta Party or Baxalta to the Abbott Local Entity (if the distributor is a Baxter Local Entity or other Baxter Subsidiary) on the applicable Local Closing Date in accordance with payment instructions to be provided in writing by the applicable Baxter PartyAbbott Local Entity. The purchase price plus any applicable Conveyance Taxes shall be paid at the election of the applicable Baxter Party by or on behalf of the distributor in US Dollars or the Baxalta Party or Baxalta Local Entity in the Local Currency, or such other currency as elected by the applicable Baxter Party if so permitted by applicable Law, by converting the applicable amount to Local Currency converted from the US Dollar amount using (1) the Exchange Rate if the Parties mutually agree upon the purchase price or published two (2) days prior to the corresponding exchange rate used by the Valuation Firm if the purchase price is determined by the Valuation Firmapplicable Local Closing Date. (cd) To If AbbVie Luxembourg initiates a Local Closing and reaches a mutual agreement with an Abbott Local Entity that such Abbott Local Entity shall be appointed as the distributor to operate the applicable Deferred Local AbbVie Business pursuant to a separate customary distribution agreement and for a period extending beyond the International Operations Transition Period, then Abbott Luxembourg shall acquire such right from AbbVie Luxembourg in exchange for a purchase price equal to the fair market value of such Deferred Local AbbVie Business as of the Local Closing Date, or, to the extent that not all of the Assets and Liabilities of the Deferred Local Baxalta AbbVie Business of a Baxter Local Entity are to be acquired by the distributor or a Baxalta Party or Baxalta Abbott Local Entity in connection with a distributor, the fair market value of the applicable Assets and Liabilities as of the Local Closing Date. At such Local Closing, the Abbott Local Entity holding legal title to the Assets and Liabilities of the applicable Deferred AbbVie Local Business shall be appointed as the distributor to operate the applicable Deferred Local AbbVie Business pursuant to Section 3.03(aan agreement other than this Agreement, the Local Abbott Entity shall retain title to such Assets and the Local Abbott Entity shall faithfully perform, discharge and fulfill all such Liabilities in exchange for its appointment as distributor of such Deferred Local AbbVie Business. The purchase price shall be paid by Abbott Luxembourg to AbbVie Luxembourg on the applicable Local Closing Date in accordance with payment instructions to be provided in writing by AbbVie Luxembourg. The purchase price shall be paid by Abbott Luxembourg in US Dollars converted from the Local Currency using the Exchange Rate published two (2) and are not otherwise acquired and assumed by a Baxalta Party or a Baxalta Local Entity days prior to the Termination applicable Local Closing Date. (e) If the distributor is either a Third Party or an Abbott Subsidiary and such distributor fails to reach an agreement with AbbVie Luxembourg to acquire all Assets, the applicable Baxter Party and assume all Liabilities, of a Deferred Local AbbVie Business, Abbott Luxembourg shall proceed to use commercially reasonable efforts take such actions in accordance with Section 3.04 to 3.05 as are reasonably necessary to; (i) sell to a Third Party the remaining Assets and Liabilities of the Deferred Local Baxalta Business AbbVie Business, or (ii) wind-down and liquidate all of the remaining Assets and pay (subject to Section 3.04(d)) all of the remaining Liabilities of such Deferred Baxalta AbbVie Local Business which are not acquired or assumed (as applicable)) by the distributor.

Transfer to Distributor. (a) If a Baxalta Party AbbVie Luxembourg initiates a Local Closing by electing and elects to exercise its right to appoint a distributor (which may include a Baxter Local Entity or other Baxter Subsidiary if such entity reaches a separate agreement with a Baxalta Party to be appointed as distributor) to operate the Deferred Local Baxalta Business, at AbbVie Business such right may be transferred by AbbVie Luxembourg to an Affiliate of AbbVie Luxembourg. At such Local Closing, the Baxter Abbott Local Entity holding legal title to the Assets and Liabilities of the applicable Deferred Baxalta AbbVie Local Business shall sell, transfer, convey and deliver to (i) the applicable distributor, if the distributor is not a Baxter Local Entity or other Baxter Subsidiary or (ii) unless otherwise agreed by the Parties, a Baxalta Party or Baxalta Local Entity if the distributor is a Baxter Local Entity or other Baxter Subsidiary, and the applicable distributor or Baxalta Party or Baxalta Local Entity shall purchase and accept delivery of, all such Assets and the applicable distributor or Baxalta Party or Baxalta Local Entity shall accept, assume and agree faithfully to perform, discharge and fulfill all such Liabilities in exchange for a purchase price, if required, price equal to the fair market value of such Deferred Local Baxalta AbbVie Business as of the Local Closing Date, or, to the extent that not all of the Assets and Liabilities of the Deferred Local Baxalta AbbVie Business are to be acquired by the distributor or a Baxalta Party or Baxalta Local Entitydistributor, the fair market value of the applicable Assets and Liabilities as of the Local Closing Date. If any Third Party distributor requires that the applicable Baxter Abbott Local Entity indemnify such distributor in connection with the purchase of the applicable Assets and the assumption of the applicable Liabilities of the Deferred Local Baxalta AbbVie Business, then AbbVie Luxembourg shall indemnify the applicable Baxalta Party shall indemnify, hold harmless and otherwise guarantee without limitation the applicable Baxter Abbott Local Entity for any actions or claims brought against such Baxter Abbott Local Entity by the distributor pursuant to such indemnification, provided, however, that the applicable Baxter Abbott Local Entity shall (i) not provide any indemnification to any distributor without the prior written consent of a Baxalta PartyAbbVie Luxembourg; and (ii) shall use commercially reasonable efforts limit the scope of any such indemnification. (b) Subject to Section 3.04, no later than fifteen (15) days (or such lesser number of days as mutually agreed in writing by the Parties) prior to the Local Closing Date, Abbott Luxembourg shall deliver to AbbVie Luxembourg and the applicable distributor a report prepared by an internationally recognized public accounting firm setting forth the fair market value for the applicable Deferred AbbVie Local Business as of the Local Closing Date, or, to the extent that not all of the Assets and Liabilities of the Deferred Local AbbVie Business are to be acquired by the distributor, the fair market value of the applicable Assets and Liabilities as of the Local Closing Date. (c) The purchase price plus any applicable Conveyance Taxes shall be paid to the Baxter Local Entity (or a Baxter Party or such other Baxter Subsidiary designated by the applicable Baxter Party to the extent permitted by applicable Law) by or on behalf of (i) a Third Party the distributor or (ii) a Baxalta Party or Baxalta to the Abbott Local Entity (if the distributor is a Baxter Local Entity or other Baxter Subsidiary) on the applicable Local Closing Date in accordance with payment instructions to be provided in writing by the applicable Baxter PartyAbbott Local Entity. The purchase price plus any applicable Conveyance Taxes shall be paid at the election of the applicable Baxter Party by or on behalf of the distributor in US Dollars or the Baxalta Party or Baxalta Local Entity in the Local Currency, or such other currency as elected by the applicable Baxter Party if so permitted by applicable Law, by converting the applicable amount to Local Currency converted from the US Dollar amount using (1) the Exchange Rate if the Parties mutually agree upon the purchase price or published two (2) days prior to the corresponding exchange rate used by the Valuation Firm if the purchase price is determined by the Valuation Firmapplicable Local Closing Date. (cd) To If AbbVie Luxembourg initiates a Local Closing and reaches a mutual agreement with an Abbott Local Entity that such Abbott Local Entity shall be appointed as the distributor to operate the applicable Deferred Local AbbVie Business pursuant to a separate customary distribution agreement and for a period extending beyond the International Operations Transition Period, then Abbott Luxembourg shall acquire such right from AbbVie Luxembourg in exchange for a purchase price equal to the fair market value of such Deferred Local AbbVie Business as of the Local Closing Date, or, to the extent that not all of the Assets and Liabilities of the Deferred Local Baxalta AbbVie Business of a Baxter Local Entity are to be acquired by the distributor or a Baxalta Party or Baxalta Abbott Local Entity in connection with a distributor, the fair market value of the applicable Assets and Liabilities as of the Local Closing Date. At such Local Closing, the Abbott Local Entity holding legal title to the Assets and Liabilities of the applicable Deferred AbbVie Local Business shall be appointed as the distributor to operate the applicable Deferred Local AbbVie Business pursuant to Section 3.03(aan agreement other than this Agreement, the Local Abbott Entity shall retain title to such Assets and the Local Abbott Entity shall faithfully perform, discharge and fulfill all such Liabilities in exchange for its appointment as distributor of such Deferred Local AbbVie Business. The purchase price shall be paid by Abbott Luxembourg to AbbVie Luxembourg on the applicable Local Closing Date in accordance with payment instructions to be provided in writing by AbbVie Luxembourg. The purchase price shall be paid by Abbott Luxembourg in US Dollars converted from the Local Currency using the Exchange Rate published two (2) and are not otherwise acquired and assumed by a Baxalta Party or a Baxalta Local Entity days prior to the Termination applicable Local Closing Date. (e) If the distributor is either a Third Party or an Abbott Subsidiary and such distributor fails to reach an agreement with AbbVie Luxembourg to acquire all Assets, the applicable Baxter Party and assume all Liabilities, of a Deferred Local AbbVie Business, Abbott Luxembourg shall proceed to use commercially reasonable efforts take such actions in accordance with Section 3.04 3.05 as are reasonably necessary to (i) sell to a Third Party the remaining Assets and Liabilities of the Deferred Local Baxalta Business AbbVie Business, or (ii) wind-down and liquidate all of the remaining Assets and pay (subject to Section 3.04(d)) all of the remaining Liabilities of such Deferred Baxalta AbbVie Local Business which are not acquired or assumed (as applicable)) by the distributor.