SpinCo Books and Records means all books and records to the extent used in or necessary, as of immediately prior to the Effective Time, for the operation of the SpinCo Business, including financial, employee, and general business operating documents, instruments, papers, books, books of account, records and files and data related thereto (including regulatory dossiers, correspondence and related documentation); provided, that SpinCo Books and Records shall not include material that Parent is not permitted by applicable Law or agreement to disclose or transfer to SpinCo; provided, further, that SpinCo Books and Records shall not include any Intellectual Property Rights or Technology.
SpinCo Books and Records means the corporate books and records (whether in hard copy or electronic format and including all minute books, corporate charters and bylaws or comparable constitutive documents, records of share issuances and related corporate records) of any member of the SpinCo Group and such other books and records, including operating, accounting, engineering, corporate department and any other written record, whether in hard copy or electronic format, to the extent they primarily relate to the SpinCo Business, the SpinCo Assets or the SpinCo Liabilities, including, without limitation, all such books and records primarily relating to Persons who are employees of the SpinCo Group as of the Distribution Time, the purchase of materials, supplies and services with respect to the SpinCo Business, and dealings with customers of the SpinCo Business, and all files relating to any Action the liability with respect to which is a SpinCo Liability, except that no portion of the books and records of the RemainCo Group containing minutes of meetings of any board of directors of any of them shall be included. Notwithstanding the foregoing, “SpinCo Books and Records” shall not include any Tax Returns or other information, documents or materials relating to Taxes, which Tax Returns and other information, documents and materials are treated in accordance with the provisions of the Tax Sharing Agreement. For the avoidance of doubt, no Information meeting the definition of “SpinCo Books and Records” shall be deemed not to be SpinCo Books and Records because it is provided (or made available) by any member of the SpinCo Group to any member of the RemainCo Group after the Distribution Date in connection with the provision of services by any member of the RemainCo Group pursuant to the SpinCo Transition Services Agreement, or because it is generated, maintained or held in connection with the provision of services by any member of the RemainCo Group pursuant to the SpinCo Transition Services Agreement after the Distribution Date. Furthermore, SpinCo and RemainCo each acknowledge and agree that the SpinCo Books and Records described in the immediately preceding sentence shall belong solely to SpinCo and shall not, as between the Parties, be considered Privileged Information of RemainCo.
SpinCo Books and Records means books and records which relate to SpinCo, the SpinCo Assets, the SpinCo Liabilities or the conduct of the SpinCo Business;
Examples of SpinCo Books and Records in a sentence
Subject to the provisions of this Section 6.3, RemainCo shall use commercially reasonable efforts to deliver or make available or cause to be delivered or made available to SpinCo all SpinCo Books and Records in the possession of the RemainCo Group, and SpinCo shall use commercially reasonable efforts to deliver or make available or cause to be delivered or made available to RemainCo all RemainCo Books and Records in the possession of the SpinCo Group.
More Definitions of SpinCo Books and Records
SpinCo Books and Records shall have the meaning set forth in Section 8.1(a).
SpinCo Books and Records means: (a) all books and records used in or necessary, as of immediately prior to the Separation Time, for the general financial and administrative operation of the SpinCo Business, including financial, tax, employee, and general business operating documents, instruments, papers, books, books of account, records and files and data related thereto (including copies of all SpinCo Product Approvals (and pending applications therefor and applications that are in the process of being prepared as of the Separation Time), together with all regulatory dossiers, related correspondence between either Party or any member of its Group and the applicable Governmental Entity and any other related documentation, files or dossiers relating to the SpinCo Products or the SpinCo Product Approvals and/or to the underlying data or information used to support, maintain or obtain marketing authorization of the underlying SpinCo Products); (b) all books and records related to the SpinCo Business or used by either Party or a member of its Group as of immediately prior to the Separation Time in connection with the development, registration, sourcing, supply chain management, marketing, promotion, sale, distribution, maintenance and warranty of SpinCo Products, including vendor and supplier information and records, customer lists, sales records, e-commerce records and data, customer registration and account information, billing and subscription information, advertising marketing market research, sales and promotional materials, compliance materials including policies and training, customer contracts, terms of use and privacy policies, sales literature catalogs, brochures, sales, warranty and other product information and materials, Web Site content, data, reports, clinical study reports, audit reports, certificates, laboratory notebooks, written notes, standard operating procedures, logs, master label copy, studies, databases, raw or experimental data, records, research records, assay protocols, meeting minutes, charters, meeting plans, preclinical and clinical trial data and documentation (including protocols and any amendments thereto, investigations, brochures, publications, interim and final reports, safety reports, toxicology reports, safety data, raw data, batch records, certificates of analysis, data tables, derived data sets, notes, source documents, files and summaries), investigator lists, distribution lists, files, documents and correspondence, manuals, product drawings, ...
SpinCo Books and Records means originals or true and complete copies thereof, including electronic copies (if available), of (a) all minute books, certificates of formation, limited liability company agreements, and bylaws or comparable constitutive documents, records of membership interest, unit or share issuances and related records of each SpinCo Group Member, (b) all books and records exclusively relating to (i) SpinCo Employees, (ii) the purchase of materials, supplies and services for the SpinCo Business and (iii) SpinCo Assets, (c) all files relating exclusively to any Action the Liability with respect to which is an SpinCo Liability and (d) all accounting, tax and other legal and business books, records, ledgers and files and all personnel records, in each case, whether printed, electronic, contained on storage media or written, or in any other form, in each case only to the extent relating exclusively to the SpinCo Business. Notwithstanding the foregoing, “SpinCo Books and Records” shall not include any Tax Returns that relate solely to the Viamet Group.
SpinCo Books and Records has the meaning set forth in Section 1.4(a)(vii).
SpinCo Books and Records shall not include any Tax Returns or other information, documents or materials relating to Taxes, which Tax Returns and other information, documents and materials are treated in accordance with the provisions of the Tax Sharing Agreement. For the avoidance of doubt, no Information meeting the definition of “SpinCo Books and Records” shall be deemed not to be SpinCo Books and Records because it is provided (or made available) by any member of the SpinCo Group to any member of the RemainCo Group after the Distribution Date in connection with the provision of services by any member of the RemainCo Group pursuant to the SpinCo Transition Services Agreement, or because it is generated, maintained or held in connection with the provision of services by any member of the RemainCo Group pursuant to the SpinCo Transition Services Agreement after the Distribution Date. Furthermore, SpinCo and RemainCo each acknowledge and agree that the SpinCo Books and Records described in the immediately preceding sentence shall belong solely to SpinCo and shall not, as between the Parties, be considered Privileged Information of RemainCo.
SpinCo Books and Records. The books and records (including computerized records) of SpinCo and the SpinCo Subsidiaries and all books and records owned by PEI and its Subsidiaries which relate to the SpinCo Business or are necessary to operate the SpinCo Business, including, without limitation, all such books and records relating to SpinCo Employees, all files relating to any Action being assumed by SpinCo as part of the SpinCo Liabilities, original corporate minute books, stock ledgers and certificates and corporate seals, and all licenses, leases, agreements and filings, relating to SpinCo, the SpinCo Subsidiaries or the SpinCo Business (but not including the PEI Books and Records, provided that SpinCo shall have access to, and have the right to obtain duplicate copies of, the PEI Books and Records in accordance with the provisions of Article VII).
SpinCo Books and Records shall not include any Tax Returns or other information, documents or materials relating to Taxes, which Tax Returns and other information, documents and materials are treated in accordance with the provisions of the Tax Sharing Agreement. For the avoidance of doubt, no Information meeting the definition of “SpinCo Books and Records” shall be deemed not to be SpinCo Books and Records because it is provided (or made available) by any member of the SpinCo Group to any member of the RemainCo Group after the Distribution Date in connection with the provision of services by any member of the RemainCo Group pursuant to the SpinCo Transition Services Agreement, or because it is generated, maintained or held in connection with the provision of services by any member of the RemainCo Group pursuant to the SpinCo Transition Services Agreement after the Distribution Date. Furthermore, SpinCo and RemainCo each acknowledge and agree that the SpinCo Books and Records described in the immediately preceding sentence shall belong solely to SpinCo and shall not, as between the Parties, be considered Privileged Information of RemainCo.