Bioverativ Group definition
Examples of Bioverativ Group in a sentence
All cash and cash equivalents held by any member of the Bioverativ Group as of the Distribution shall be a Bioverativ Asset and all cash and cash equivalents held by any member of the Biogen Group as of the Distribution shall be a Biogen Retained Asset.
None of Bioverativ, any other member of the Bioverativ Group, or any Third Party shall have any right or claim to require the consummation of the Distribution, which shall be effected at the sole discretion of the Board.
The Biogen Group may, at any time, without liability or obligation to any member of the Bioverativ Group, amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any insurance Policies (and claims of the Bioverativ Group pursuant to this Article IX shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications).
The Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Effective Time have been and will be rendered for benefit of Biogen and its Subsidiaries, including the members of the Bioverativ Group.
Nothing in this Article IX will be construed to limit or otherwise alter in any way the indemnity obligations of the Parties, including (i) with respect to the Bioverativ Group, Bioverativ Liabilities, (ii) with respect to the Biogen Group, Biogen Retained Liabilities and (iii) those created by this Agreement, by operation of law or otherwise.
If and when any such Consent, substitution, amendment or release shall be obtained or the Liability shall otherwise become assignable or able to be novated, without payment of further consideration, Biogen shall promptly assign, or cause to be assigned, such Liability to Bioverativ or to another member of the Bioverativ Group specified by Bioverativ, and Bioverativ shall, or shall cause such other member of the Bioverativ Group to, Assume such Liability.
Biogen shall cause each member of the Biogen Group without further consideration to promptly pay and remit, or cause to be paid or remitted, to Bioverativ or to another member of the Bioverativ Group specified by Bioverativ, all money, rights and other consideration received by Biogen or any member of the Biogen Group in respect of such performance (unless any such consideration is a Biogen Retained Asset).
Bioverativ shall cause each member of the Bioverativ Group without further consideration to promptly pay and remit, or cause to be paid or remitted, to Biogen or to another member of the Biogen Group specified by Biogen, all money, rights and other consideration received by Bioverativ or any member of the Bioverativ Group in respect of such performance (unless any such consideration is a Bioverativ Asset).
Notwithstanding the foregoing, nothing in this Agreement shall be deemed to limit Bioverativ, any member of the Bioverativ Group, or their respective Affiliates from commencing any Actions against any Biogen officer, director, agent or employee, or their respective heirs, executors, administrators, successors and assigns with regard to matters arising from, or relating to criminal acts by any such officers, directors, agents or employees.
Prior to the Distribution Date, in connection with the intended capitalization of the Bioverativ Group, Biogen shall cause to be contributed to Bioverativ an amount in cash and cash equivalents, as Biogen may determine in its sole discretion.