Common use of Dominican Republic Clause in Contracts

Dominican Republic. Baxter and ▇▇▇▇▇▇▇ hereby agree to take ------------------ any and all actions necessary to effect the transfer to ▇▇▇▇▇▇▇ Lifesciences AG of all of the right, title and interest of ▇▇▇▇▇▇ Healthcare S. de ▇.▇., a company organized under the laws of Panama ("Baxter Panama"), in and to the ------------- Transferred Assets and the Assumed Liabilities, consisting of contracts for the construction and leasing of a manufacturing facility located in the Dominican Republic, as follows: (a) A branch office of ▇▇▇▇▇▇▇ Lifesciences AG shall be established in the Dominican Republic and ▇▇▇▇▇▇▇ Lifesciences AG shall be qualified as a foreign corporation under the laws of the Dominican Republic; (b) Baxter Panama shall transfer to ▇▇▇▇▇▇▇ Lifesciences AG all of its right, title and interest in and to the Transferred Assets and the Assumed Liabilities, consisting of contracts for the construction and leasing of a manufacturing facility located in the Dominican Republic; and (c) After the Distribution Date, at the option of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Puerto Rico (936) shall transfer to ▇▇▇▇▇▇▇ Lifesciences AG or its designated affiliate, by novation, all of its right, title and interest in and to certain Transferred Assets and the Assumed Liabilities transferred to ▇▇▇▇▇▇▇ Puerto Rico (936) by Baxter Alaska as described in Section 3.2(h) above in return for -------------- cash or other consideration equal to the fair market value of such Transferred Assets net of such Assumed Liabilities, plus the assumption of such Assumed Liabilities.

Dominican Republic. Baxter and ▇▇▇▇▇▇▇ hereby agree to take any ------------------ any and all actions necessary to effect the transfer to ▇▇▇▇▇▇▇ Lifesciences AG World Trade of all of the right, title and interest of ▇▇▇▇▇▇ Healthcare S. de ▇.▇.S.A., a company organized under the laws of Panama ("Baxter ------ Panama"), in and to the ------------- Transferred Assets and the Assumed Liabilities, ------ consisting of contracts for the construction and leasing of a manufacturing facility located in the Dominican Republic, as follows: (a) A branch office of ▇▇▇▇▇▇▇ Lifesciences AG shall be established in the Dominican Republic and ("▇▇▇▇▇▇▇ Lifesciences AG Dominican ----------------- Republic") shall be established in the Dominican Republic; -------- (b) ▇▇▇▇▇▇▇ Dominican Republic shall be qualified as a foreign corporation entity under the laws of the Dominican Republic; (bc) Baxter Panama shall transfer to ▇▇▇▇▇▇▇ Lifesciences AG all of its right, title and interest in and to the Transferred Assets and the Assumed Liabilities, consisting of contracts for the construction and leasing of a manufacturing facility located in the Dominican Republic, in return for_________________; and (cd) After the Distribution Date, at the option of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Puerto Rico (936) shall transfer to ▇▇▇▇▇▇▇ Lifesciences AG or its designated affiliate, by novation, all of its right, title and interest in and to certain Transferred Assets and the Assumed Liabilities transferred to ▇▇▇▇▇▇▇ Puerto Rico (936) by Baxter Alaska as described in Section 3.2(h------- 3.2 (h) above in return exchange for -------------- cash or other consideration equal to the fair market net ------ book value of such the Transferred Assets net of such Assumed Liabilities, plus the assumption of such Assumed LiabilitiesAssets.