Common use of Wrong Pockets Clause in Contracts

Wrong Pockets. Save as otherwise expressly provided in the Wider Transaction Documents and without prejudice to any other rights or remedies the parties have under this Agreement: (i) if any right or asset held or used solely or predominately in the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is not transferred to the relevant Hive-out Company on or prior to the relevant Closing, the Seller shall transfer, or shall procure that the relevant company in the Seller’s Group shall transfer, (at its cost) such right or asset (together with related liabilities) as soon as reasonably practicable after it is discovered that such right or asset should have been transferred to the Hive-out Company, to the relevant Hive-out Company and pending such transfer shall hold such right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the relevant Group Company absolutely until the time that such transfer becomes effective; (ii) if any liability or obligation which does not relate solely to the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is transferred to or assumed by a Hive-out Company on or prior to the relevant Closing, the Purchaser shall procure that the relevant Hive-out Company shall transfer and the Seller shall procure that a member of the Seller’s Group shall assume such liability or obligation as soon as reasonably practicable after it is discovered that such liability or obligation should not have been transferred to, suffered by or assumed by the relevant Hive-out Company; (iii) if any right or asset that is not held or used solely or predominately in the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is transferred to a Hive-out Company on or before the relevant Closing, the Purchaser shall transfer, or shall procure that the relevant Hive-out Company shall transfer, (at the Seller’s cost) such right or asset (together with related liabilities) as soon as reasonably practicable after it is discovered that such right or asset should not have been transferred to the Hive-out Company, to the relevant member of the Seller’s Group and pending such transfer shall hold such right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the relevant member of the Seller’s Group absolutely until the time that such transfer becomes effective; (iv) if any liability or obligation which relates solely to the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is not transferred to or not assumed by a Hive-out Company on or prior to the relevant Closing, the Seller shall procure that the relevant member of the Seller’s Group shall transfer and the Purchaser shall procure that the relevant Hive-out Company shall assume such liability or obligation as soon as reasonably practicable after it is discovered that such liability or obligation should have been transferred to, suffered by or assumed by the relevant Hive-out Company; (v) the parties shall co-operate in good faith with each other to ensure compliance with this Clause 15.1.6 and shall execute and do or procure the execution and doing of all such acts, matters, deeds and things as may be necessary to give effect to this Clause 15.1.6; (vi) if any third-party consent or approval is required for the transfer of any such asset (or related liability) or transfer and assumption of such liability or obligation in accordance with Clauses 15.1.6(i) to 15.1.6(iv), the parties shall use their reasonable endeavours to obtain such third-party consent or approval; (vii) to the extent that a transfer or assumption under this Clause 15.1.6 is not permitted by Applicable Law, the parties shall cooperate in good faith with a view to agreeing a suitable alternative arrangement in order that the economic position of the relevant parties is as it would have been had the relevant asset (together with related liabilities) been transferred to or the relevant liability been transferred to and assumed by the relevant Hive-out Company or member of the Seller’s Group (as the case may be); and (viii) for the avoidance of doubt Clauses 15.1.6(i) to (iv) shall not apply in respect of any asset required for a member of the Seller’s Group to perform of its obligations under the Transitional Services Agreement.

Wrong Pockets. Save as otherwise expressly provided in the Wider Transaction Documents and without prejudice to 17.1 If any other rights right, title, interest, obligation, asset, liability or remedies the parties have under this Agreement: (i) if any right or asset held or used solely or predominately in the Business of a Hive-out Company in the twelve month period prior to claim relates, at the date of this Agreement is not transferred Agreement, exclusively or predominately to the relevant Hive-out Company on Clinical Ophthalmology Business, and, at any time after the Completion Date, is discovered to be owned or prior assumed by, or benefitting or vested in, any member of the Sellers’ Group (a Purchaser Wrong Pocket Item), the Purchaser may give written notice of this to the relevant Closing, the Seller shall transfer, or shall procure that the relevant company Sellers at any time in the Seller’s Group shall transferperiod of [***] following the Completion Date. If such notice is given: (a) the Sellers shall, (at its cost) such right or asset (together with related liabilities) as soon as reasonably practicable after it is discovered that at their own cost, transfer or procure the transfer of such right or asset should have been transferred Purchaser Wrong Pocket Item to the Hive-out CompanyPurchaser, or at the Purchaser’s discretion, to the relevant Hive-out Company and pending such transfer shall hold such right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit another member of the relevant Purchaser’s Group Company absolutely until the time that such transfer becomes effectivefor no consideration; (iib) if each Party shall provide such assistance to the other Party as is reasonably requested for the purposes of this Clause 17.1; and (c) pending such transfer, the Sellers shall procure that the right, title and interest in and to such Purchaser Wrong Pocket Item (including with any benefit or sum paid or accruing in respect of the Purchaser Wrong Pocket Item as a result of holding the Purchaser Wrong Pocket Item) shall be held by the relevant member of the Sellers’ Group as agent of and trustee for the Purchaser. 17.2 If any right, title, interest, obligation, asset, liability or obligation which does not relate solely to the Business of a Hive-out Company in the twelve month period prior to claim relates, at the date of this Agreement Agreement, exclusively or predominately to the business of the Sellers’ Group (which, for the avoidance of doubt, shall exclude the Clinical Ophthalmology Business), and, at any time after the Completion Date, is transferred discovered to be owned or assumed by by, or benefitting or vested in, any member of the Purchaser’s Group (a Hive-out Company on or prior Seller Wrong Pocket Item), each of the Sellers may give written notice of this to the relevant ClosingPurchaser at any time in the period of [***] following the Completion Date. If such notice is given: (a) the Purchaser shall, as soon as reasonably practicable at its own cost, transfer or procure the transfer of such Seller Wrong Pocket Item to the Sellers, or at the Sellers’ discretion, to another member of the Sellers’ Group for no consideration; (b) each Party shall provide such assistance to the other Party as is reasonably requested for the purposes of this Clause 17.2; and (c) pending such transfer, the Purchaser shall procure that the relevant Hive-out Company shall transfer right, title and interest in and to such Seller Wrong Pocket Item (including with any benefit or sum paid or accruing in respect of the Seller Wrong Pocket Item as a result of holding the Seller Wrong Pocket Item) shall procure that a member of the Seller’s Group shall assume such liability or obligation as soon as reasonably practicable after it is discovered that such liability or obligation should not have been transferred to, suffered be held by or assumed by the relevant Hive-out Company; (iii) if any right or asset that is not held or used solely or predominately in the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is transferred to a Hive-out Company on or before the relevant Closing, the Purchaser shall transfer, or shall procure that the relevant Hive-out Company shall transfer, (at the Seller’s cost) such right or asset (together with related liabilities) as soon as reasonably practicable after it is discovered that such right or asset should not have been transferred to the Hive-out Company, to the relevant member of the SellerPurchaser’s Group and pending such transfer shall hold such right or asset (including any benefit attributed to or derived from it) on trust on behalf as agent of and trustee for the benefit of the relevant member of the Seller’s Group absolutely until the time that such transfer becomes effective; (iv) if any liability or obligation which relates solely to the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is not transferred to or not assumed by a Hive-out Company on or prior to the relevant Closing, the Seller shall procure that the relevant member of the Seller’s Group shall transfer and the Purchaser shall procure that the relevant Hive-out Company shall assume such liability or obligation as soon as reasonably practicable after it is discovered that such liability or obligation should have been transferred to, suffered by or assumed by the relevant Hive-out Company; (v) the parties shall co-operate in good faith with each other to ensure compliance with this Clause 15.1.6 and shall execute and do or procure the execution and doing of all such acts, matters, deeds and things as may be necessary to give effect to this Clause 15.1.6; (vi) if any third-party consent or approval is required for the transfer of any such asset (or related liability) or transfer and assumption of such liability or obligation in accordance with Clauses 15.1.6(i) to 15.1.6(iv), the parties shall use their reasonable endeavours to obtain such third-party consent or approval; (vii) to the extent that a transfer or assumption under this Clause 15.1.6 is not permitted by Applicable Law, the parties shall cooperate in good faith with a view to agreeing a suitable alternative arrangement in order that the economic position of the relevant parties is as it would have been had the relevant asset (together with related liabilities) been transferred to or the relevant liability been transferred to and assumed by the relevant Hive-out Company or member of the Seller’s Group (as the case may be); andSellers’ Group. (viii) for the avoidance of doubt 17.3 Notwithstanding Clauses 15.1.6(i) to (iv) shall not apply in respect of 17.1 and 17.2, if at any asset required for a member time after Completion, any of the SellerParties identifies any right, title, interest, obligation, asset, liability or claim which relates to a material extent to the business of the Sellers’ Group and the Clinical Ophthalmology Business, the Parties shall promptly meet to discuss in good faith and shall use reasonable endeavours to make arrangements to ensure such use or reliance can continue on arm’s Group to perform of its obligations under length terms or whether such right, title, interest, obligation, asset, liability or claim can reasonably be separated without material cost or disruption and divided between the Transitional Services AgreementParties.

Wrong Pockets. Save as otherwise expressly provided (1) If at any time following Completion, either party becomes aware that (a) any Group Company owns any asset (other than real property) or right (including Intellectual Property Rights) which in the Wider Transaction Documents and without prejudice to any other rights or remedies the parties have under this Agreement: (i) if any right or asset held or used solely or predominately in the Business of a Hive-out Company in the twelve month period 12 months prior to the date of this Agreement has been used predominantly in the business of the Retained Group; (b) any employee who is not a Relevant Employee is employed by a Group Company; (c) any Group Company owns any asset or right which is to be transferred to, owned by or vested in a member of the Retained Group in accordance with the Reorganisation Steps Plan or any New Spectrum, then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor (or at the request of either party in the case of (b) above), the Purchaser undertakes (at the cost of the Vendor) to execute or procure the relevant Group Company executes such documents and does such acts as may be reasonably necessary to procure the transfer of any such asset, right or New Spectrum together with any liabilities and/or any benefit or sum paid or accruing, in each case, to the relevant Hive-out Company on extent relating thereto, or prior to the reallocation of the relevant Closingemployee, to a member of the Seller shall transfer, or shall procure that Retained Group nominated by the relevant company in the Seller’s Group shall transfer, (at its cost) such right or asset (together with related liabilities) Vendor as soon as reasonably practicable after and the Vendor shall do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset, right or liability, such asset, right or liability shall be transferred at its nominal value (or where the value of such asset is included in the Completion Accounts, at the value accounted for in the Completion Accounts). In the case of transfer or reallocation of any employee pursuant to this clause, if, having taken such steps as reasonably necessary to reallocate such employee it is discovered not possible to do so, the Purchaser may terminate such employee. (2) If at any time following Completion, either party becomes aware that such right or asset should have been transferred to (a) any member of the Hive-out Company, to the relevant Hive-out Company and pending such transfer shall hold such right or Retained Group owns any asset (other than real property or any New Spectrum) or right (including any benefit attributed to or derived from itIntellectual Property Rights but excluding the Assigned IPR) on trust on behalf of and for the benefit of the relevant Group Company absolutely until the time that such transfer becomes effective; (ii) if any liability or obligation which does not relate solely to the Business of a Hive-out Company in the twelve month period 12 months prior to the date of this Agreement is has been used predominantly in the business of a Group Company; (b) any Relevant Employee (save for any such employee who transferred to or assumed by a Hive-out Company on or prior to the relevant Closing, the Purchaser shall procure that the relevant Hive-out Company shall transfer and the Seller shall procure that a member of the Seller’s Retained Group in accordance with the Employee Journeys Document) is employed by a member of the Retained Group; or (c) any member of the Retained Group owns any asset or right which is to be transferred to, owned by or vested in a Group Company in accordance with the Reorganisation Steps Plan, then that party shall assume notify the other party of that fact. Thereafter, at the request of the Purchaser, the Vendor undertakes (at its own cost) to execute or procure the relevant Retained Group company executes such liability documents and does such acts as may be reasonably necessary to procure the transfer of any such asset or obligation right together with any liabilities and/or any benefit or sum paid or accruing, in each case, to the extent relating thereto, or the reallocation of the relevant employee, to a Group Company nominated by the Purchaser as soon as reasonably practicable after it and the Purchaser shall (at the Vendor’s cost) do all things reasonably necessary to facilitate such a transfer or reallocation. In case of transfer of any asset or right, such asset or right or liability shall be transferred at its nominal value (or where the value of such asset is discovered that such liability or obligation should not have been transferred toincluded in the Completion Accounts, suffered by or assumed by at the relevant Hive-out Company;value accounted for in the Completion Accounts). (iii3) if If at any right or asset time after Completion, either party becomes aware that any real property which is not held or listed in Schedule 15 and is not used solely or predominately in for the Business purposes of a Hive-out Company in the twelve month period prior to Group at the date of this Agreement is transferred to a Hive-out Company on or before vested in the relevant ClosingGroup, then that party shall notify the other party of that fact. Thereafter, at the request of the Vendor, the Purchaser shall transfer, or shall procure that the relevant Hive-out Company shall transfer, undertakes (at the Seller’s costcost of the Vendor) to execute or procure the relevant Group Company executes such right or asset (together with related liabilities) documents and does such acts as may be reasonably necessary to procure the transfer of the title to such real property to a member of the Retained Group nominated by the Vendor as soon as reasonably practicable and the Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is included in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expense. (4) If at any time after it Completion, either party becomes aware that any real property which is discovered that such right or asset should not have been transferred to used for the Hive-out Company, to the relevant member purposes of the Seller’s Group and pending such transfer shall hold such right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the relevant member of the Seller’s Group absolutely until the time that such transfer becomes effective; (iv) if any liability or obligation which relates solely to the Business of a Hive-out Company in the twelve month period prior to at the date of this Agreement is not transferred to or not assumed by vested in a Hive-out Company on or prior to member of the relevant ClosingRetained Group, then that party shall notify the other party of that fact. Thereafter, at the request of the Purchaser, the Seller shall Vendor undertakes (at the cost of the Vendor) to execute or procure that the relevant member of the Seller’s Retained Group shall executes such documents and does such acts as may be reasonably necessary to procure the transfer and of the title to such real property to a Group Company nominated by the Purchaser shall procure that the relevant Hive-out Company shall assume such liability or obligation as soon as reasonably practicable after it and the Vendor shall do all things reasonably necessary to facilitate such a transfer. The real property shall be transferred at no consideration (or where the value of such real property is discovered that included in the Completion Accounts, at the value accounted for in the Completion Accounts) but otherwise at the Vendor’s expense. (5) Pending such valid transfer in accordance with sub-clauses (1) to (4) (inclusive) above, such asset, right or liability or obligation should have been transferred to, suffered by or assumed real property shall be held by the relevant Hive-out Company;party as agent of and trustee for the other party. (v6) If any payment under this clause 5.3.10 constitutes the consideration for a taxable supply for VAT purposes, then (i) the parties recipient shall co-operate in good faith with each other promptly provide to ensure compliance with this Clause 15.1.6 the payer a valid VAT invoice, and shall execute (ii) except where the reverse charge procedure applies, and do or procure subject to the execution and doing provision of all such acts, matters, deeds and things as may be necessary to give effect to this Clause 15.1.6; (vi) if any third-party consent or approval is required for the transfer of any such asset (or related liability) or transfer and assumption of such liability or obligation a valid VAT invoice in accordance with Clauses 15.1.6(i) to 15.1.6(iv(i), in addition to that payment the parties payer shall use their reasonable endeavours to obtain such third-party consent or approval; (vii) pay to the extent that a transfer or assumption under this Clause 15.1.6 is not permitted by Applicable Law, the parties shall cooperate in good faith with a view to agreeing a suitable alternative arrangement in order that the economic position of the relevant parties is as it would have been had the relevant asset (together with related liabilities) been transferred to or the relevant liability been transferred to and assumed by the relevant Hive-out Company or member of the Seller’s Group (as the case may be); and (viii) for the avoidance of doubt Clauses 15.1.6(i) to (iv) shall not apply in respect of recipient any asset required for a member of the Seller’s Group to perform of its obligations under the Transitional Services AgreementVAT due.

Wrong Pockets. Save as otherwise expressly provided in (a) If at any time from Completion any member of the Wider Transaction Documents and without prejudice to any other rights or remedies the parties have under this AgreementSeller Group: (i) if owns any right or asset held or used solely or predominately in Acquired Asset (a "Purchaser Wrong Pocket Asset"), the Business of a Hive-out Company in the twelve month period prior Purchaser may give written notice to the date Seller of the same at any time within 24 months following Completion, upon receipt of which the Seller shall, as soon as practicable, ensure that such interest in any Purchaser Wrong Pocket Asset (together with any benefit or sum accruing to any member of the Seller Group as a result of holding that interest since Completion) is transferred to such member of the Purchaser Group as the Purchaser shall specify on terms that there will be no payment for doing so and no change to the Purchase Price. The Purchaser shall provide such assistance to the Seller as the Seller reasonably requires for the purpose of this Agreement transfer; or (ii) has assumed any liability that relates predominantly to the Acquired Business (a "Purchaser Wrong Pocket Liability"), the Seller may give written notice to the Purchaser of the same at any time within 24 months following Completion, upon receipt of which the Purchaser shall, as soon as practicable, ensure that the Purchaser assumes such Purchaser Wrong Pocket Liability (together with any losses accruing to any member of the Seller Group as a result of holding that Purchaser Wrong Pocket Liability since Completion) on terms that there will be no payment for doing so and no change to the Purchase Price. The Seller shall provide such assistance to the Purchaser as the Purchaser reasonably requires for the purpose of this assumption. (b) If at any time from Completion any member of the Group: (i) owns any asset of the Retained Business (a "Seller Wrong Pocket Asset"), the Seller may give written notice to the Purchaser of the same at any time within 24 months following Completion, upon receipt of which the Purchaser shall, as soon as practicable, ensure that such interest in any Seller Wrong Pocket Asset (together with any benefit or sum accruing to any member of the Purchaser Group as a result of holding that interest since Completion) is not transferred to such member of the relevant Hive-out Company Seller Group as the Seller shall specify on or prior terms that there will be no payment for doing so and no change to the relevant ClosingPurchase Price. The Seller shall provide such assistance to the Purchaser as the Purchaser reasonably requires for the purpose of this transfer; or (ii) has assumed an Excluded Liability (a "Seller Wrong Pocket Liability"), the Purchaser may give written notice to the Seller of the same at any time within 24 months following Completion, upon receipt of which the Seller shall, as soon as practicable, ensure that such member of the Seller Group as the Seller shall specify assumes such Seller Wrong Pocket Liability (together with any losses accruing to any member of the Purchaser Group as a result of holding that Seller Wrong Pocket Liability since Completion) on terms that there will be no payment for doing so and no change to the Purchase Price. The Purchaser shall provide such assistance to the Seller as the Seller reasonably requires for the purpose of this assumption. (c) If, at or after the Completion Date, any member of the Seller Group receives any payments that are attributable to any member of the Purchaser Group pursuant to the terms of this Agreement, the Seller shall transfer, promptly pay or shall procure that the relevant company in the Seller’s Group shall transfer, (at its cost) such right or asset (together with related liabilities) as soon as reasonably practicable after it is discovered that such right or asset should have been transferred to the Hive-out Company, to the relevant Hive-out Company and pending such transfer shall hold such right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the relevant Group Company absolutely until the time that such transfer becomes effective; (ii) if any liability or obligation which does not relate solely to the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is transferred to or assumed by a Hive-out Company on or prior to the relevant Closing, the Purchaser shall procure that the relevant Hive-out Company shall transfer and the Seller shall procure that a member of the Seller’s Group shall assume such liability or obligation as soon as reasonably practicable after it is discovered that such liability or obligation should not have been transferred to, suffered by or assumed by the relevant Hive-out Company; (iii) if any right or asset that is not held or used solely or predominately in the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is transferred to a Hive-out Company on or before the relevant Closing, the Purchaser shall transfer, or shall procure that the relevant Hive-out Company shall transfer, (at the Seller’s cost) such right or asset (together with related liabilities) as soon as reasonably practicable after it is discovered that such right or asset should not have been transferred to the Hive-out Company, to the relevant member of the Seller’s Group and pending such transfer shall hold such right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the relevant member of the Seller’s Group absolutely until the time that such transfer becomes effective; (iv) if any liability or obligation which relates solely to the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is not transferred to or not assumed by a Hive-out Company on or prior to the relevant Closing, the Seller shall procure that the relevant member of the Seller’s Seller Group shall transfer and promptly pays (as applicable) a sum equal to such payment (net of any Tax actually incurred by the Seller Group thereon) to the relevant member of the Purchaser Group. (d) If, at or after the Completion Date, any member of the Purchaser Group receives any payments that are attributable to any member of the Seller Group pursuant to the terms of this Agreement, the Purchaser shall promptly pay or procure that the relevant Hive-out Company shall assume member of the Purchaser Group promptly pays (as applicable) a sum equal to such liability or obligation as soon as reasonably practicable after it is discovered that such liability or obligation should have been transferred to, suffered by or assumed payment (net of any Tax actually incurred by the relevant Hive-out Company; (v) the parties shall co-operate in good faith with each other to ensure compliance with this Clause 15.1.6 and shall execute and do or procure the execution and doing of all such acts, matters, deeds and things as may be necessary to give effect to this Clause 15.1.6; (vi) if any third-party consent or approval is required for the transfer of any such asset (or related liability) or transfer and assumption of such liability or obligation in accordance with Clauses 15.1.6(i) to 15.1.6(iv), the parties shall use their reasonable endeavours to obtain such third-party consent or approval; (viiPurchaser Group thereon) to the extent that a transfer or assumption under this Clause 15.1.6 is not permitted by Applicable Law, the parties shall cooperate in good faith with a view to agreeing a suitable alternative arrangement in order that the economic position of the relevant parties is as it would have been had the relevant asset (together with related liabilities) been transferred to or the relevant liability been transferred to and assumed by the relevant Hive-out Company or member of the Seller’s Group (as the case may be); and (viii) for the avoidance of doubt Clauses 15.1.6(i) to (iv) shall not apply in respect of any asset required for a member of the Seller’s Group to perform of its obligations under the Transitional Services AgreementSeller Group.

Wrong Pockets. Save as otherwise expressly provided 9.1 Without prejudice to the specific provisions of this Agreement, Clause 11 (Transitional Services) and the Transitional Services Agreement, if the Purchaser or the Seller discovers (a) within twelve (12) months after Completion that any member of the Seller's Group or any of the Target Group Companies respectively holds any asset, right, employee or License which in the Wider Transaction Documents and without prejudice twelve (12) months prior to any other rights or remedies the parties have under this Agreement: (i) if any right or asset held or Completion was used solely or predominately exclusively in the Business or the Excluded Business, respectively or (b) within three (3) years after Completion that any member of a Hive-out Company in the twelve month period prior Seller's Group or any of the Target Group Companies respectively is subject to any Liability to the date of this Agreement is not transferred extent related to the relevant Hive-out Company on Business or prior to the relevant ClosingExcluded Business, respectively (each, a "Wrong Pocket Asset"), the Seller or the Purchaser respectively shall transferpromptly and in writing notify the Purchaser or the Seller respectively. Following receipt of such notice, or shall procure that the relevant company in the Seller’s Group shall transferParties shall, (at its cost) such right or asset (together with related liabilities) as soon as reasonably practicable after it is discovered practicable, use reasonable best efforts, in compliance with applicable law, to procure that such right Wrong Pocket Assets so used in or asset should have been transferred to the Hive-out Company, to the relevant Hive-out Company and pending such transfer shall hold such right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the relevant Group Company absolutely until the time that such transfer becomes effective; (ii) if any liability or obligation which does not relate solely related to the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is are transferred to or and assumed by a Hive-out Target Group Company on nominated by the Purchaser or prior the Parties shall, as soon as reasonably practicable, use reasonable best efforts, in compliance with applicable law, to procure that such Wrong Pocket Assets so used in or related to the relevant Closing, the Purchaser shall procure that the relevant Hive-out Company shall transfer Excluded Business are transferred to and the Seller shall procure that assumed by a member of the Seller’s 's Group shall assume such liability or obligation as soon as reasonably practicable after it is discovered that such liability or obligation should not have been transferred to, suffered by or assumed nominated by the relevant HiveSeller, respectively for no or nominal consideration (i.e., EUR 1). To the extent any Governmental Authority or third-out Company; (iii) if any right or asset that party consent is not held or used solely or predominately in required for the Business transfer of a Hive-out Company in the twelve month period prior to the date of this Agreement is transferred to a Hive-out Company on or before the relevant ClosingWrong Pocket Asset, the Purchaser Parties shall transfer, use reasonable best efforts to procure the required Governmental Authority or shall procure that the relevant Hivethird-out Company shall transfer, (at the Seller’s cost) party consent. Pending receipt of such right or asset (together with related liabilities) as soon as reasonably practicable after it is discovered that such right or asset should not have been transferred to the Hive-out Company, to the relevant member consent and transfer of the Seller’s Group and pending such transfer shall hold such right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the relevant member of the Seller’s Group absolutely until the time that such transfer becomes effective; (iv) if any liability or obligation which relates solely to the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is not transferred to or not assumed by a Hive-out Company on or prior to the relevant ClosingWrong Pocket Asset, the Seller or the Purchaser respectively shall, or shall procure that the relevant member of the Seller’s 's Group shall transfer or the relevant Target Group Company shall, use reasonable best efforts to procure that a Target Group Company nominated by the Purchaser or a member of the Seller's Group nominated by the Seller respectively is afforded and accepts all economic benefits and risks of the Wrong Pocket Asset as of the Effective Date for no or nominal consideration. 9.2 Without prejudice to the specific provisions of this Agreement, Clause 11 (Transitional Services) and the Transitional Services Agreement, if the Purchaser or the Seller discovers within twelve (12) months after Completion that a member of the Seller's Group or any of the Target Group Companies respectively is a party to any contract which relates exclusively to the Excluded Business or the Business respectively (a "Wrong Pocket Contract"), then in respect of that Wrong Pocket Contract, the Seller or the Purchaser respectively shall, or shall procure that the relevant Hive-out member of the Seller's Group or the relevant Target Group Company shall assume shall, use reasonable best efforts, in compliance with applicable law, to execute such liability or obligation deeds and other documents and do all other reasonable acts required to assign, to the extent reasonably possible, the benefit and the burden of such Wrong Pocket Contract as soon as reasonably practicable after it is discovered that such liability or obligation should have been transferred to, suffered by or assumed of the Effective Date to the member of the Seller's Group nominated by the relevant HiveSeller or Target Group Company nominated by the Purchaser, respectively for no consideration, provided that any pre-out Company; payments made or services delivered (vbut not paid) under such Wrong Pocket Contract are to be reimbursed or compensated for. To the parties shall co-operate in good faith with each other to ensure compliance with this Clause 15.1.6 and shall execute and do extent any Governmental Authority or procure the execution and doing of all such acts, matters, deeds and things as may be necessary to give effect to this Clause 15.1.6; (vi) if any third-party consent or approval is required for the transfer of any such asset (a Wrong Pocket Contract, the Parties shall use reasonable best efforts to procure the required Governmental Authority or related liability) or transfer and assumption third party consent. Pending receipt of such liability or obligation in accordance with Clauses 15.1.6(i) to 15.1.6(iv)consent and transfer of the Wrong Pocket Contract, the parties Seller or the Purchaser respectively shall, or shall procure that the relevant 10231132943-v2 - 31 - 55-41021628 member of the Seller's Group or the relevant Target Group Company shall, use their reasonable endeavours best efforts to obtain such third-party consent procure that a Target Group Company nominated by the Purchaser or approval;a member of the Seller's Group nominated by the Seller respectively is afforded and accepts all economic benefits and risks of the Wrong Pocket Contract as of the Effective Date for no or nominal consideration. (vii) to 9.3 To the extent that a transfer or assumption under this Clause 15.1.6 assignment of a Wrong Pocket Asset or Wrong Pocket Contract is not permitted by Applicable Lawapplicable laws or not permitted or consented by a relevant third party, or to the extent any liability, property, right in or to an asset or contract has been extinguished, disposed or transferred to a third party where it would otherwise have qualified as a Wrong Pocket Asset or Wrong Pocket Contract, the parties Purchaser and Seller shall cooperate negotiate in good faith with a view to agreeing a suitable alternative arrangement in order that the economic position of the relevant parties is members of the Seller's Group and the relevant Target Group Companies as it would have been had the relevant asset (together with related liabilities) Wrong Pocket Asset or Wrong Pocket Contract been transferred to to, or, vested in, the Target Group Companies or the relevant liability been transferred to and assumed retained by the relevant Hive-out Seller's Group (as applicable) in accordance with the provisions of this Agreement. 9.4 If in in the period ending six (6) months after Completion any third party pays into an account of any Target Group Company or any account of any member of the Seller’s 's Group (as the case may be); and (viii) for the avoidance that should have been made to an account of doubt Clauses 15.1.6(i) to (iv) shall not apply in respect of any asset required for a member of the Seller’s 's Group or a Target Group Company respectively, the Parties will procure that such amounts are transferred promptly to perform the correct recipient. 9.5 Parties hereby explicitly agree and confirm that the Biomedical Business does not form part of the Business of the Target Group and does not form part of any of the rights, contracts or assets purported to be sold under this Agreement. Except as contemplated by any Continuing Agreement, from Completion the Purchaser shall not, and shall procure that its Affiliates (including as from Completion the Target Group Companies) and the JV Company shall not, in any way intentionally use or exploit any of the Intellectual Property Rights and Know-how primarily related to the Biomedical Business, including the Intellectual Property Rights and Know-how described in Schedule 30 (Biomedical IPR) (all such aforementioned Intellectual Property Rights and Know-how, the "Biomedical IPR") in the field of internal, interventional or surgical medical use of ultrahigh molecular weight polyethene (and products incorporating ultrahigh molecular weight polyethene or made therefrom) for the benefit of the human body or animal body. Subject to the foregoing provisions of this Clause 9.5, Seller shall not, and shall procure that each of its obligations Affiliates (and require that any successor to or acquiror of all or any part of the Biomedical Business or the Biomedical IPR agrees to do the same) as from Completion does not, assert against the Purchaser or any of its Affiliates including, any Target Group Company (or any of its or their customers, toll manufacturers or suppliers) any of the Seller's or Seller's Affiliates' (or any applicable successor's or acquiror's) rights in the Biomedical IPR as existing at the Signing Protocol Date to the extent used by such Target Group Company in the Business and so long as the use by the Purchaser or any of its Affiliates, including any such Target Group Company (or any of its or their customers, toll manufacturers or suppliers) is outside of the field of internal, interventional or surgical medical use of ultrahigh molecular weight polyethene (and products incorporating ultrahigh molecular weight polyethene or made therefrom) for the benefit of the human body or animal body. Subject to applicable law, the Seller undertakes to not, and shall procure that its Affiliates shall not, grant any third party a license under the Transitional Services AgreementBiomedical IPR as existing 10231132943-v2 - 32 - 55-41021628 at the Signing Protocol Date for use in the field of the Business as conducted at the Signing Protocol Date, it being acknowledged and agreed that nothing limits the Seller or any of its Affiliates in granting any third party a license under the Biomedical IPR in the field of internal, interventional or surgical medical use of ultrahigh molecular weight polyethene (and products incorporating ultrahigh molecular weight polyethene or made therefrom) for the benefit of the human body or animal body.

Wrong Pockets. Save as otherwise expressly provided 9.1 Without prejudice to the specific provisions of this Agreement, Clause 11 (Transitional Services) and the Transitional Services Agreement, if the Purchaser or the Seller discovers (a) within twelve (12) months after Completion that any member of the Seller's Group or any of the Target Group Companies respectively holds any asset, right, employee or License which in the Wider Transaction Documents and without prejudice twelve (12) months prior to any other rights or remedies the parties have under this Agreement: (i) if any right or asset held or Completion was used solely or predominately exclusively in the Business or the Excluded Business, respectively or (b) within three (3) years after Completion that any member of a Hive-out Company in the twelve month period prior Seller's Group or any of the Target Group Companies respectively is subject to any Liability to the date of this Agreement is not transferred extent related to the relevant Hive-out Company on Business or prior to the relevant ClosingExcluded Business, respectively (each, a "Wrong Pocket Asset"), the Seller or the Purchaser respectively shall transferpromptly and in writing notify the Purchaser or the Seller respectively. Following receipt of such notice, or shall procure that the relevant company in the Seller’s Group shall transferParties shall, (at its cost) such right or asset (together with related liabilities) as soon as reasonably practicable after it is discovered practicable, use reasonable best efforts, in compliance with applicable law, to procure that such right Wrong Pocket Assets so used in or asset should have been transferred to the Hive-out Company, to the relevant Hive-out Company and pending such transfer shall hold such right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the relevant Group Company absolutely until the time that such transfer becomes effective; (ii) if any liability or obligation which does not relate solely related to the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is are transferred to or and assumed by a Hive-out Target Group Company on nominated by the Purchaser or prior the Parties shall, as soon as reasonably practicable, use reasonable best efforts, in compliance with applicable law, to procure that such Wrong Pocket Assets so used in or related to the relevant Closing, the Purchaser shall procure that the relevant Hive-out Company shall transfer Excluded Business are transferred to and the Seller shall procure that assumed by a member of the Seller’s 's Group shall assume such liability or obligation as soon as reasonably practicable after it is discovered that such liability or obligation should not have been transferred to, suffered by or assumed nominated by the relevant HiveSeller, respectively for no or nominal consideration (i.e., EUR 1). To the extent any Governmental Authority or third-out Company; (iii) if any right or asset that party consent is not held or used solely or predominately in required for the Business transfer of a Hive-out Company in the twelve month period prior to the date of this Agreement is transferred to a Hive-out Company on or before the relevant ClosingWrong Pocket Asset, the Purchaser Parties shall transfer, use reasonable best efforts to procure the required Governmental Authority or shall procure that the relevant Hivethird-out Company shall transfer, (at the Seller’s cost) party consent. Pending receipt of such right or asset (together with related liabilities) as soon as reasonably practicable after it is discovered that such right or asset should not have been transferred to the Hive-out Company, to the relevant member consent and transfer of the Seller’s Group and pending such transfer shall hold such right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the relevant member of the Seller’s Group absolutely until the time that such transfer becomes effective; (iv) if any liability or obligation which relates solely to the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is not transferred to or not assumed by a Hive-out Company on or prior to the relevant ClosingWrong Pocket Asset, the Seller or the Purchaser respectively shall, or shall procure that the relevant member of the Seller’s 's Group shall transfer or the relevant Target Group Company shall, use reasonable best efforts to procure that a Target Group Company nominated by the Purchaser or a member of the Seller's Group nominated by the Seller respectively is afforded and accepts all economic benefits and risks of the Wrong Pocket Asset as of the Effective Date for no or nominal consideration. 9.2 Without prejudice to the specific provisions of this Agreement, Clause 11 (Transitional Services) and the Transitional Services Agreement, if the Purchaser or the Seller discovers within twelve (12) months after Completion that a member of the Seller's Group or any of the Target Group Companies respectively is a party to any contract which relates exclusively to the Excluded Business or the Business respectively (a "Wrong Pocket Contract"), then in respect of that Wrong Pocket Contract, the Seller or the Purchaser respectively shall, or shall procure that the relevant Hive-out member of the Seller's Group or the relevant Target Group Company shall assume shall, use reasonable best efforts, in compliance with applicable law, to execute such liability or obligation deeds and other documents and do all other reasonable acts required to assign, to the extent reasonably possible, the benefit and the burden of such Wrong Pocket Contract as soon as reasonably practicable after it is discovered that such liability or obligation should have been transferred to, suffered by or assumed of the Effective Date to the member of the Seller's Group nominated by the relevant HiveSeller or Target Group Company nominated by the Purchaser, respectively for no consideration, provided that any pre-out Company; payments made or services delivered (vbut not paid) under such Wrong Pocket Contract are to be reimbursed or compensated for. To the parties shall co-operate in good faith with each other to ensure compliance with this Clause 15.1.6 and shall execute and do extent any Governmental Authority or procure the execution and doing of all such acts, matters, deeds and things as may be necessary to give effect to this Clause 15.1.6; (vi) if any third-party consent or approval is required for the transfer of any such asset (a Wrong Pocket Contract, the Parties shall use reasonable best efforts to procure the required Governmental Authority or related liability) or transfer and assumption third party consent. Pending receipt of such liability or obligation in accordance with Clauses 15.1.6(i) to 15.1.6(iv)consent and transfer of the Wrong Pocket Contract, the parties Seller or the Purchaser respectively shall, or shall procure that the relevant member of the Seller's Group or the relevant Target Group Company shall, use their reasonable endeavours best efforts to obtain such third-party consent procure that a Target Group Company nominated by the Purchaser or approval;a member of the Seller's Group nominated by the Seller respectively is afforded and accepts all economic benefits and risks of the Wrong Pocket Contract as of the Effective Date for no or nominal consideration. (vii) to 9.3 To the extent that a transfer or assumption under this Clause 15.1.6 assignment of a Wrong Pocket Asset or Wrong Pocket Contract is not permitted by Applicable Lawapplicable laws or not permitted or consented by a relevant third party, or to the extent any liability, property, right in or to an asset or contract has been extinguished, disposed or transferred to a third party where it would otherwise have qualified as a Wrong Pocket Asset or Wrong Pocket Contract, the parties Purchaser and Seller shall cooperate negotiate in good faith with a view to agreeing a suitable alternative arrangement in order that the economic position of the relevant parties is members of the Seller's Group and the relevant Target Group Companies as it would have been had the relevant asset (together with related liabilities) Wrong Pocket Asset or Wrong Pocket Contract been transferred to to, or, vested in, the Target Group Companies or the relevant liability been transferred to and assumed retained by the relevant Hive-out Seller's Group (as applicable) in accordance with the provisions of this Agreement. 9.4 If in in the period ending six (6) months after Completion any third party pays into an account of any Target Group Company or any account of any member of the Seller’s 's Group (as the case may be); and (viii) for the avoidance that should have been made to an account of doubt Clauses 15.1.6(i) to (iv) shall not apply in respect of any asset required for a member of the Seller’s 's Group or a Target Group Company respectively, the Parties will procure that such amounts are transferred promptly to perform the correct recipient. 9.5 Parties hereby explicitly agree and confirm that the Biomedical Business does not form part of the Business of the Target Group and does not form part of any of the rights, contracts or assets purported to be sold under this Agreement. Except as contemplated by any Continuing Agreement, from Completion the Purchaser shall not, and shall procure that its Affiliates (including as from Completion the Target Group Companies) and the JV Company shall not, in any way intentionally use or exploit any of the Intellectual Property Rights and Know-how primarily related to the Biomedical Business, including the Intellectual Property Rights and Know-how described in Schedule 30 (Biomedical IPR) (all such aforementioned Intellectual Property Rights and Know-how, the "Biomedical IPR") in the field of internal, interventional or surgical medical use of ultrahigh molecular weight polyethene (and products incorporating ultrahigh molecular weight polyethene or made therefrom) for the benefit of the human body or animal body. Subject to the foregoing provisions of this Clause 9.5, Seller shall not, and shall procure that each of its obligations Affiliates (and require that any successor to or acquiror of all or any part of the Biomedical Business or the Biomedical IPR agrees to do the same) as from Completion does not, assert against the Purchaser or any of its Affiliates including, any Target Group Company (or any of its or their customers, toll manufacturers or suppliers) any of the Seller's or Seller's Affiliates' (or any applicable successor's or acquiror's) rights in the Biomedical IPR as existing at the Signing Protocol Date to the extent used by such Target Group Company in the Business and so long as the use by the Purchaser or any of its Affiliates, including any such Target Group Company (or any of its or their customers, toll manufacturers or suppliers) is outside of the field of internal, interventional or surgical medical use of ultrahigh molecular weight polyethene (and products incorporating ultrahigh molecular weight polyethene or made therefrom) for the benefit of the human body or animal body. Subject to applicable law, the Seller undertakes to not, and shall procure that its Affiliates shall not, grant any third party a license under the Transitional Services AgreementBiomedical IPR as existing at the Signing Protocol Date for use in the field of the Business as conducted at the Signing Protocol Date, it being acknowledged and agreed that nothing limits the Seller or any of its Affiliates in granting any third party a license under the Biomedical IPR in the field of internal, interventional or surgical medical use of ultrahigh molecular weight polyethene (and products incorporating ultrahigh molecular weight polyethene or made therefrom) for the benefit of the human body or animal body.

Wrong Pockets. Save as otherwise expressly provided in (a) During the Wider Transaction Documents and without prejudice to any other rights 12-month period following the Closing Date, if Buyer, Parent or remedies the parties have under this AgreementSeller discover that any: (i) if any right Seller Asset, Excluded Asset or asset settlement funds of Seller or its Affiliates (other than those held by the Seller Licensed Subsidiary reflected in dedicated accounts which have been established in respect of the Business), were directly or used solely or predominately in the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is not indirectly transferred to Buyer (or held by the relevant Hive-out Company on Companies) at Closing (each, a “Held Asset”), Buyer shall, and shall cause its Buyer Affiliates to, use reasonable best efforts to (A) promptly assign and transfer all right, title and interest in such Held Asset to Seller or prior to the relevant Closing, the Seller shall transfer, or shall procure that the relevant company in the Seller’s Group shall its designated assignee and (B) pending such transfer, (at x) hold in trust such Held Asset and provide to Seller or its cost) such right or asset (together with related liabilities) as soon as reasonably practicable after it is discovered that such right or asset should have been transferred to the Hive-out Company, to the relevant Hive-out Company and pending such transfer shall hold such right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit designated assignee all of the relevant Group Company absolutely until benefits associated with the time that ownership of the Held Asset and (y) cause such transfer becomes effectiveHeld Asset to be used or retained as may be reasonably instructed by Seller; (ii) if any liability Contributed Asset or obligation settlement funds of the (A) Seller Licensed Subsidiary reflected in dedicated accounts which does not relate solely to have been established in respect of the Business of a Hive-out Company in or (B) the twelve month period prior to the date of this Agreement is Companies were not transferred to Buyer at Closing (each of (A) and (B), an “Omitted Asset”),Seller shall, and shall cause its Affiliates to use reasonable best efforts to (1) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or assumed by a Hive-out Company on or prior to the relevant Closingits designated assignee, the Purchaser shall procure that the relevant Hive-out Company shall transfer and the Seller shall procure that a member of the Seller’s Group shall assume (2) pending such liability or obligation as soon as reasonably practicable after it is discovered that such liability or obligation should not have been transferred to, suffered by or assumed by the relevant Hive-out Company; (iii) if any right or asset that is not held or used solely or predominately in the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is transferred to a Hive-out Company on or before the relevant Closing, the Purchaser shall transfer, or shall procure that the relevant Hive-out Company shall transfer, (at the Seller’s costx) hold in trust such right Omitted Asset and provide to Buyer or asset (together with related liabilities) as soon as reasonably practicable after it is discovered that such right or asset should not have been transferred to the Hive-out Company, to the relevant member its designated assignee all of the Seller’s Group and pending such transfer shall hold such right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for benefits associated with the benefit ownership of the relevant member of the Seller’s Group absolutely until the time that Omitted Asset, and (y) cause such transfer becomes effective; (iv) if any liability Omitted Asset to be used or obligation which relates solely to the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is not transferred to or not assumed by a Hive-out Company on or prior to the relevant Closing, the Seller shall procure that the relevant member of the Seller’s Group shall transfer and the Purchaser shall procure that the relevant Hive-out Company shall assume such liability or obligation as soon as reasonably practicable after it is discovered that such liability or obligation should have been transferred to, suffered by or assumed by the relevant Hive-out Company; (v) the parties shall co-operate in good faith with each other to ensure compliance with this Clause 15.1.6 and shall execute and do or procure the execution and doing of all such acts, matters, deeds and things retained as may be necessary to give effect to this Clause 15.1.6;reasonably instructed by Buyer. (vib) if any third-party consent Buyer or approval is required Seller, as applicable, shall (and shall cause their Affiliates, as applicable, to) use reasonable best efforts to, in addition to the other actions set forth in Section 7.11(a)(i) and Section 7.11(a)(ii), promptly upon the request of the other party, (A) obtain all consents from Persons necessary or appropriate for the transfer purposes of any transferring, assigning and conveying such asset Held Asset or Omitted Asset (or related liability) or transfer and assumption of such liability or obligation in accordance with Clauses 15.1.6(i) to 15.1.6(ivpart thereof), the parties shall use their reasonable endeavours to obtain such third-party consent or approval; (vii) to the extent that a transfer or assumption under this Clause 15.1.6 is not permitted by Applicable Lawas applicable, the parties shall cooperate in good faith with a view to agreeing a suitable alternative arrangement in order that the economic position of the relevant parties is as it would have been had the relevant asset (together with related liabilities) been transferred to or the relevant liability been transferred interests in them to the other party and assumed (B) complete all such further acts or things as the other party may reasonably direct in order to transfer, assign and convey such Held Asset or Omitted Asset (or parts thereof), as applicable, or the relevant interests in them to the other party; provided, that the transferring party and its Affiliates shall not be required to incur any out-of-pocket expense pursuant to this clause (b) which is not agreed to be paid or reimbursed by the relevant Hive-out Company transferring party or member of the Seller’s Group (as the case may be); and (viii) for the avoidance of doubt Clauses 15.1.6(i) to (iv) shall not apply in respect of any asset required for a member of the Seller’s Group to perform of its obligations under the Transitional Services AgreementAffiliates.

Wrong Pockets. Save as otherwise expressly provided in the Wider Transaction Documents and without prejudice to (a) If within 18 months following Closing, any other rights or remedies the parties have under this AgreementParty discovers that: (i) if any right right, title or interest in any Excluded Asset, or any other asset held or not used solely or predominately primarily in connection with the Purchased Business of (each, a Hive-out Company in “Wrong Pocket Excluded Asset”) that was meant to be retained by the twelve month period prior Seller pursuant to the date terms of this Agreement was transferred to the Purchaser; or (ii) any liability or obligation, including any Retained Liabilities (each a “Wrong Pocket Retained Liability”) that was meant to be retained by the Seller pursuant to the terms of this Agreement was transferred to or assumed by the Purchaser; then as promptly as reasonably practicable (iii) the Purchaser shall transfer such Wrong Pocket Excluded Asset or assign such Wrong Pocket Retained Liability to the Seller and/or the Seller shall accept such Wrong Party Excluded Asset or assume such Wrong Pocket Retained Liability, in each case for no additional consideration; and (iv) in the case of a Wrong Pocket Excluded Asset, the Purchaser shall hold such right, title and interest in and to the Wrong Pocket Excluded Asset in trust for the Seller until such time as the transfer is completed; and in the case of a Wrong Pocket Retained Liability, the Seller shall perform and discharge such Wrong Pocket Retained Liability in accordance with its terms. (b) If within 18 months following Closing, any Party discovers that: (i) any right, title or interest in any asset used primarily in connection with the Purchased Business (a “Wrong Pocket Asset”) that was meant to be transferred to the Purchaser pursuant to the terms of this Agreement was not transferred to the relevant Hive-out Company on Purchaser; or (ii) any liability or prior obligation, including any Assumed Liabilities (each a “Wrong Pocket Assumed Liability”) that was meant to be assumed by the Purchaser pursuant to the relevant Closing, terms of this Agreement was not transferred to or assumed by the Purchaser; then as promptly as reasonably practicable (iii) the Seller shall transfer, such Wrong Pocket Asset to the Purchaser or assign such Wrong Pocket Assumed Liability to the Purchaser and/or the Purchaser shall procure that the relevant company accept such Wrong Party Asset and assume such Wrong Pocket Assumed Liability, in each case for no additional consideration; and (iv) in the Seller’s Group shall transfercase of a Wrong Pocket Asset, (at its cost) such right or asset (together with related liabilities) as soon as reasonably practicable after it is discovered that such right or asset should have been transferred to the Hive-out Company, to the relevant Hive-out Company and pending such transfer Seller shall hold such right or asset (including any benefit attributed right, title and interest in and to or derived from it) on the Wrong Pocket Asset in trust on behalf of and for the benefit of Purchaser until such time as the relevant Group Company absolutely until transfer is completed; and in the time that such transfer becomes effective; (ii) if any liability or obligation which does not relate solely to the Business case of a Hive-out Company in the twelve month period prior to the date of this Agreement is transferred to or assumed by a Hive-out Company on or prior to the relevant ClosingWrong Pocket Retained Liability, the Purchaser shall procure that the relevant Hive-out Company shall transfer perform and the Seller shall procure that a member of the Seller’s Group shall assume discharge such liability or obligation as soon as reasonably practicable after it is discovered that such liability or obligation should not have been transferred to, suffered by or assumed by the relevant Hive-out Company;Wrong Pocket Retained Liability in accordance with its terms. (iiic) if any right or asset that is not held or used solely or predominately in the Business All costs and expenses arising out of a Hive-out Company in the twelve month period prior to the date of this Agreement is transferred to a Hive-out Company on or before the relevant Closing, the Purchaser shall transfer, or shall procure that the relevant Hive-out Company shall transfer, (at the Seller’s cost) such right or asset (together with related liabilities) as soon as reasonably practicable after it is discovered that such right or asset should not have been transferred to the Hive-out Company, to the relevant member of the Seller’s Group and pending such transfer shall hold such right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the relevant member of the Seller’s Group absolutely until the time that such transfer becomes effective; (iv) if any liability or obligation which relates solely to the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is not transferred to or not assumed by a Hive-out Company on or prior to the relevant Closing, the Seller shall procure that the relevant member of the Seller’s Group shall transfer and the Purchaser shall procure that the relevant Hive-out Company shall assume such liability or obligation as soon as reasonably practicable after it is discovered that such liability or obligation should have been transferred to, suffered by or assumed by the relevant Hive-out Company; (v) the parties shall co-operate in good faith with each other to ensure compliance with this Clause 15.1.6 Section 9.12 shall be allocated to the Parties as though such transfers had been completed, and shall execute and do or procure the execution and doing expenses incurred in connection with such transfers had been allocated, as of all such acts, matters, deeds and things as may be necessary to give effect to this Clause 15.1.6; (vi) if any third-party consent or approval is required for the transfer of any such asset (or related liability) or transfer and assumption of such liability or obligation applicable Closing Date in accordance with Clauses 15.1.6(i) to 15.1.6(iv), the parties shall use their reasonable endeavours to obtain such third-party consent or approval; (vii) to the extent that a transfer or assumption under this Clause 15.1.6 is not permitted by Applicable Law, the parties Section 9.12. The Parties shall cooperate in good faith in connection with a view to agreeing a suitable alternative arrangement in order that the economic position of the relevant parties is as it would have been had the relevant asset (together with related liabilities) been transferred to or the relevant liability been transferred to and assumed transfers contemplated by the relevant Hive-out Company or member of the Seller’s Group (as the case may be); and (viii) for the avoidance of doubt Clauses 15.1.6(i) to (iv) shall not apply in respect of any asset required for a member of the Seller’s Group to perform of its obligations under the Transitional Services Agreementthis Section 9.12.

Wrong Pockets. Save as otherwise expressly provided 19.1 Purchaser to transfer assets For a period of [***] from the TSA Expiration Date, if the legal title to or the beneficial interest in any asset or property of the Seller or any of its Affiliates which does not constitute an Asset is transferred to or vested in the Wider Transaction Documents Purchaser or any Affiliate of the Purchaser at Completion, the Purchaser or relevant Affiliate of the Purchaser, as the case may be, shall be deemed to hold such asset or property (the “Seller Required Asset(s)”) on trust and without prejudice to as bailee for the Seller or any other rights Affiliate of the Seller, as the case may be, and the Purchaser or remedies relevant Affiliate of the parties have under this AgreementPurchaser shall, at the Seller’s request and at the expense of the Seller, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (ia) if execute such deeds or documents as may be reasonably necessary for the purpose of transferring (free of any right Encumbrance created by the Purchaser or asset held any of its Affiliates after Completion) the relevant interest in such Seller Required Asset(s) to the Seller or used solely any Affiliate of the Seller or predominately as the Seller may direct; and (b) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Seller (for itself or any of its Affiliates) may reasonably request for the purpose of vesting the relevant interest in such Seller Required Asset(s) in the Business Seller or any Affiliate of a Hive-out Company in the twelve month period prior Seller, as the case may be. *** Confidential Treatment Requested *** 19.2 Purchaser’s obligations to the date of this Agreement is not transferred to the relevant Hive-out Company on or prior to the relevant Closing, notify The Purchaser shall notify the Seller shall transfer, or shall procure that the relevant company in the Seller’s Group shall transfer, (at its cost) such right or asset (together with related liabilities) as soon as reasonably practicable after upon it coming to its attention that there are any Seller Required Asset(s) in its possession or control or in the possession or control of any Affiliate of the Purchaser provided that the provisions of clause 19.1 shall only apply during the period of [***] from the TSA Expiration Date. 19.3 Seller to transfer assets For a period of [***] from the TSA Expiration Date, if the legal title to or the beneficial interest in any asset or property of the Seller or any of its Affiliates which constitutes an Asset (or which is discovered that such right or asset should have been transferred directly and specifically related to the Hive-out Company, to the relevant Hive-out Company and pending such transfer shall hold such right or asset (including any benefit attributed to or derived from itProgrammes) on trust on behalf of and for the benefit of the relevant Group Company absolutely until the time that such transfer becomes effective; (ii) if any liability or obligation which does not relate solely to the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is transferred to or assumed by a Hive-out Company on or prior to the relevant Closing, the Purchaser shall procure that the relevant Hive-out Company shall transfer and the Seller shall procure that a member of the Seller’s Group shall assume such liability or obligation as soon as reasonably practicable after it is discovered that such liability or obligation should not have been transferred to, suffered by or assumed by the relevant Hive-out Company; (iii) if any right or asset that is not held or used solely or predominately in the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is transferred to a Hive-out Company on or before the relevant Closing, the Purchaser shall transfer, or shall procure that the relevant Hive-out Company shall transfer, (at the Seller’s cost) such right or asset (together with related liabilities) as soon as reasonably practicable after it is discovered that such right or asset should not have been transferred to the Hive-out Company, to the relevant member of the Seller’s Group and pending such transfer shall hold such right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the relevant member of the Seller’s Group absolutely until the time that such transfer becomes effective; (iv) if any liability or obligation which relates solely to the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is not transferred to or not assumed by a Hive-out Company on vested in the Purchaser or prior to any Affiliate of the relevant ClosingPurchaser at Completion, the Seller shall procure that the or relevant member Affiliate of the Seller’s Group shall transfer and the Purchaser shall procure that the relevant Hive-out Company shall assume such liability or obligation as soon as reasonably practicable after it is discovered that such liability or obligation should have been transferred to, suffered by or assumed by the relevant Hive-out Company; (v) the parties shall co-operate in good faith with each other to ensure compliance with this Clause 15.1.6 and shall execute and do or procure the execution and doing of all such acts, matters, deeds and things as may be necessary to give effect to this Clause 15.1.6; (vi) if any third-party consent or approval is required for the transfer of any such asset (or related liability) or transfer and assumption of such liability or obligation in accordance with Clauses 15.1.6(i) to 15.1.6(iv), the parties shall use their reasonable endeavours to obtain such third-party consent or approval; (vii) to the extent that a transfer or assumption under this Clause 15.1.6 is not permitted by Applicable Law, the parties shall cooperate in good faith with a view to agreeing a suitable alternative arrangement in order that the economic position of the relevant parties is as it would have been had the relevant asset (together with related liabilities) been transferred to or the relevant liability been transferred to and assumed by the relevant Hive-out Company or member of the Seller’s Group (as the case may be, shall be deemed to hold such asset or property (the “Purchaser Required Asset(s)”) on trust and as bailee for the Purchaser or any Affiliate of the Purchaser, as the case may be, and the Seller or relevant Affiliate of the Seller shall, at the Purchaser’s request and at the expense of the Seller, as soon as practicable and on terms that no consideration is provided by any person for such transfer: (a) execute such deeds or documents as may be reasonably necessary for the purpose of transferring (free of any Encumbrance created by the Seller or any of its Affiliates after Completion) the relevant interest in such Purchaser Required Asset(s) to the Purchaser or any Affiliate of the Purchaser or as the Purchaser may direct; and (viiib) do or procure to be done all such further reasonable acts or things and procure the execution of all such other documents as the Purchaser (for itself or any of its Affiliates) may reasonably request for the avoidance purpose of doubt Clauses 15.1.6(ivesting the relevant interest in such Purchaser Required Asset(s) to (iv) shall not apply in respect of the Purchaser or any asset required for a member Affiliate of the Seller’s Group to perform of its obligations under Purchaser, as the Transitional Services Agreementcase may be.

Wrong Pockets. Save as otherwise expressly provided in (a) After giving effect to the Wider Transaction Documents and without prejudice to any other rights or remedies the parties have under transactions contemplated by this Agreement: , if at any time after the Closing, it is determined that any asset, property, right, Contract or claim of Seller or its controlled Affiliate was not held by a Group Company at the Closing, but was primarily used in connection with the Acquired Business prior to the Closing (collectively, the “Company’s Wrong Pocket Asset”), Seller shall, and shall cause its Subsidiaries and controlled Affiliates to use commercially reasonable efforts to (i) if any right execute all instruments, agreements, or asset held or used solely or predominately documents as may be reasonably necessary for the purpose of transferring the relevant ownership and/or interests in the Business of a Hive-out Company’s Wrong Pocket Assets (or relevant part thereof) held by such Person to the Company or its Affiliates, (ii) do all such further acts or things as may be reasonably necessary to validly effect the transfer and vest the relevant ownership and/or interest in such Company’s Wrong Pocket Assets (or relevant part thereof) in the twelve month period prior Company or its Affiliates and (iii) cause the transferor of such Company’s Wrong Pocket Asset to hold the Company’s Wrong Pocket Asset and any monies, goods, or other benefits arising therefrom after the date of this Agreement by virtue thereof, as agent of and trustee for the Company’s Wrong Pocket Assets transferee and allow the Company to such enjoyment and use of such Company’s Wrong Pocket Asset as Seller or its controlled Affiliate has. It is not transferred understood and agreed that no additional consideration shall be payable by Bxxxx in respect of any such Company’s Wrong Pocket Assets. (b) After giving effect to the relevant Hive-out transactions contemplated by this Agreement, if at any time after the Closing, it is determined that any asset, property, right, Contract or claim of any Group Company on primarily used in connection with the Excluded Business was held by a Group Company at the Closing (collectively, the “Sellers’ Wrong Pocket Asset”), Buyer shall, and shall cause its Subsidiaries and controlled Affiliates to use commercially reasonable efforts to (i) execute all instruments, agreements, or prior to documents as may be reasonably necessary for the purpose of transferring the relevant Closing, the Seller shall transfer, or shall procure that the relevant company ownership and/or interests in the Seller’s Group shall transferSellers’ Wrong Pocket Assets (or relevant part thereof) held by such Person to Seller or its designated Affiliate, (at its cost) such right or asset (together with related liabilities) as soon as reasonably practicable after it is discovered that such right or asset should have been transferred to the Hive-out Company, to the relevant Hive-out Company and pending such transfer shall hold such right or asset (including any benefit attributed to or derived from it) on trust on behalf of and for the benefit of the relevant Group Company absolutely until the time that such transfer becomes effective; (ii) if do all such further acts or things as may be reasonably necessary to validly effect the transfer and vest the relevant ownership and/or interest in such Sellers’ Wrong Pocket Assets (or relevant part thereof) in Seller or its designated Affiliate, and (iii) cause the transferor of such Sellers’ Wrong Pocket Asset to hold the Sellers’ Wrong Pocket Asset and any liability monies, goods, or obligation which does not relate solely to the Business of a Hive-out Company in the twelve month period prior to other benefits arising therefrom after the date of this Agreement is transferred to or assumed by a Hive-out Company on or prior to the relevant Closingvirtue thereof, the Purchaser shall procure that the relevant Hive-out Company shall transfer and the Seller shall procure that a member of the Seller’s Group shall assume such liability or obligation as soon as reasonably practicable after it is discovered that such liability or obligation should not have been transferred to, suffered by or assumed by the relevant Hive-out Company; (iii) if any right or asset that is not held or used solely or predominately in the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is transferred to a Hive-out Company on or before the relevant Closing, the Purchaser shall transfer, or shall procure that the relevant Hive-out Company shall transfer, (at the Seller’s cost) such right or asset (together with related liabilities) as soon as reasonably practicable after it is discovered that such right or asset should not have been transferred to the Hive-out Company, to the relevant member of the Seller’s Group and pending such transfer shall hold such right or asset (including any benefit attributed to or derived from it) on trust on behalf agent of and trustee for the benefit of the relevant member of the Seller’s Group absolutely until the time that Sellers’ Wrong Pocket Assets transferee and allow Seller or its designated Affiliate to have such transfer becomes effective; (iv) if any liability or obligation which relates solely to the Business of a Hive-out Company in the twelve month period prior to the date of this Agreement is not transferred to or not assumed by a Hive-out Company on or prior to the relevant Closing, the Seller shall procure that the relevant member of the Seller’s Group shall transfer enjoyment and the Purchaser shall procure that the relevant Hive-out Company shall assume such liability or obligation as soon as reasonably practicable after it is discovered that such liability or obligation should have been transferred to, suffered by or assumed by the relevant Hive-out Company; (v) the parties shall co-operate in good faith with each other to ensure compliance with this Clause 15.1.6 and shall execute and do or procure the execution and doing of all such acts, matters, deeds and things as may be necessary to give effect to this Clause 15.1.6; (vi) if any third-party consent or approval is required for the transfer of any such asset (or related liability) or transfer and assumption use of such liability Sellers’ Wrong Pocket Assets as Buyer or obligation in accordance with Clauses 15.1.6(i) to 15.1.6(iv), the parties its controlled Affiliate has. It is understood and agreed that no consideration shall use their reasonable endeavours to obtain such third-party consent or approval; (vii) to the extent that a transfer or assumption under this Clause 15.1.6 is not permitted be payable by Applicable Law, the parties shall cooperate in good faith with a view to agreeing a suitable alternative arrangement in order that the economic position of the relevant parties is as it would have been had the relevant asset (together with related liabilities) been transferred to or the relevant liability been transferred to and assumed by the relevant Hive-out Company or member of the Seller’s Group (as the case may be); and (viii) for the avoidance of doubt Clauses 15.1.6(i) to (iv) shall not apply Seller in respect of any asset required for a member of the Seller’s Group to perform of its obligations under the Transitional Services Agreementsuch Sellers’ Wrong Pocket Assets.