Common use of Migration Clause in Contracts

Migration. MCK shall provide all requisite assistance as is reasonably requested by NewCo in order to migrate the Services from MCK’s personnel, facilities and environment to NewCo’s (or its designee’s) personnel, facilities and environment, provided, that, other than as expressly set forth in the Service Schedule, NewCo shall be responsible for all third-party costs incurred by MCK and its Affiliates to migrate such Services and, provided further, that, NewCo shall be responsible for all costs associated with operational decisions made by NewCo for its set-up costs and costs to procure items (e.g., selection of Customer Relationship Management software). For the avoidance of doubt, NewCo will be responsible for migration to any new NewCo Data Center, including design, implementation and testing. MCK will provide reasonable support in such efforts. MCK will provide to NewCo an electronic copy in the then-current format of all data that is owned by NewCo (a) a written description of processes and procedures used by MCK in connection with the provision of Services to the Core MTS Business to the extent such descriptions exist, (b) a written description of all system documentation, architecture diagrams and business process diagrams for the systems, processes and controls used in the Core MTS Business to the extent such descriptions exist and (c) written training and onboarding materials used in the Core MTS Business to the extent such materials exist. In addition, MCK will, upon NewCo’s reasonable request, make available knowledgeable MCK personnel for knowledge transfer and discussion at a mutually agreed upon time with respect to the Services and the processes, procedures and systems used in the provision of the Services. The parties will meet in person to establish, within two (2) weeks following the Closing Date, a planning process for the migration of the Services from MCK’s personnel, facilities and environment to NewCo’s (or its designee’s) personnel, facilities and environment. During such meetings, the parties will identify workstreams and workstream leaders, staff project teams for each workstream, identify roles and responsibilities for project team members and create a project charter that will serve collectively as the basis for developing more detailed timelines and specific deliverables for each of the workstreams. At a minimum, there will be a workstream for each functional area that is the subject of Schedules. Each workstream will report to the Project Managers. The parties will meet (in person or by telephone) as often as is reasonably necessary to develop such detailed timelines and specific deliverables for each workstream.

Migration. MCK NewCo shall provide all requisite assistance as is reasonably requested by NewCo MCK in order to migrate the Services Services, if applicable, from MCKNewCo’s personnel, facilities and environment to NewCoMCK’s (or its designee’s) personnel, facilities and environment, provided, that, other than as expressly set forth in the Service Schedule, NewCo MCK shall be responsible for all third-party costs incurred by MCK NewCo and its Affiliates to migrate such Services and, provided further, that, NewCo MCK shall be responsible for all costs associated with operational decisions made by NewCo MCK for its set-up costs and costs to procure items (e.g., selection of Customer Relationship Management software). For the avoidance of doubt, NewCo MCK will be responsible for migration to any new NewCo EIS Data Center, including design, implementation and testing. MCK NewCo will provide reasonable support in such efforts. MCK NewCo will provide to NewCo MCK an electronic copy in the then-current format of all data that is owned by NewCo MCK (a) a written description of processes and procedures used by MCK NewCo in connection with the provision of Services to the Core MTS Business EIS to the extent such descriptions exist, (b) a written description of all system documentation, architecture diagrams and business process diagrams for the systems, processes and controls used in the Core MTS Business EIS to the extent such descriptions exist and (c) written training and onboarding materials used in the Core MTS Business EIS to the extent such materials exist. In addition, MCK NewCo will, upon NewCoMCK’s reasonable request, make available knowledgeable MCK NewCo personnel for knowledge transfer and discussion at a mutually agreed upon time with respect to the Services and the processes, procedures and systems used in the provision of the Services. The parties will meet in person to establish, within two (2) weeks following the Closing Date, a planning process for the migration of the Services from MCKNewCo’s personnel, facilities and environment to NewCoMCK’s (or its designee’s) personnel, facilities and environment. During such meetings, the parties will identify workstreams and workstream leaders, staff project teams for each workstream, identify roles and responsibilities for project team members and create a project charter that will serve collectively as the basis for developing more detailed timelines and specific deliverables for each of the workstreams. At a minimum, there will be a workstream for each functional area that is the subject of Schedules. Each workstream will report to the Project Managers. The parties will meet (in person or by telephone) as often as is reasonably necessary to develop such detailed timelines and specific deliverables for each workstream.

Migration. MCK shall provide all requisite assistance as is reasonably requested by NewCo in order to migrate the Services from MCK’s personnel, facilities and environment to NewCo’s (or its designee’s) personnel, facilities and environment, provided, that, other than as expressly set forth in the Service Schedule, NewCo shall be responsible for all third-party costs incurred by MCK and its Affiliates to migrate such Services and, provided further, that, NewCo shall be responsible for all costs associated with operational decisions made by NewCo for its set-up costs and costs to procure items (e.g., selection of Customer Relationship Management software). For the avoidance of doubt, NewCo will be responsible for migration to any new NewCo Data Center, including design, implementation and testing. MCK will provide reasonable support in such efforts. MCK will provide to NewCo an electronic copy in the then-current format of all data that is owned by NewCo (a) a written description of processes and procedures used by MCK in connection with the provision of Services to the Core MTS Business to the extent such descriptions exist, (b) a written description of all system documentation, architecture diagrams and business process diagrams for the systems, processes and controls used in the Core MTS Business to the extent such descriptions exist and (c) written training and onboarding materials used in the Core MTS Business to the extent such materials exist. In addition, MCK will, upon NewCo’s reasonable request, make available knowledgeable MCK personnel for knowledge transfer and discussion at a mutually agreed upon time with respect to the Services and the processes, procedures and systems used in the provision of the Services. The parties will meet in person to establish, within two (2) weeks following the Closing Date, a planning process for the migration of the Services from MCK’s personnel, facilities and environment to NewCo’s (or its designee’s) personnel, facilities and environment. During such meetings, the parties will identify workstreams and workstream leaders, staff project teams for each workstream, identify roles and responsibilities for project team members and create a project charter that will serve collectively as the basis for developing more detailed timelines and specific deliverables for each of the workstreams. At a minimum, there will be a workstream for each functional area that is the subject of Schedules. Each workstream will report to the Project Managers. The parties will meet (in person or by telephone) as often as is reasonably necessary to develop such detailed timelines and specific deliverables for each workstream. Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Migration. MCK shall provide all requisite assistance as is reasonably requested by NewCo in order to migrate the Services from MCK’s personnel, facilities and environment to NewCo’s (or its designee’s) personnel, facilities and environment, provided, that, other than as expressly set forth in the Service Schedule, NewCo shall be responsible for all third-party costs incurred by MCK and its Affiliates to migrate such Services and, provided further, that, NewCo shall be responsible for all costs associated with operational decisions made by NewCo for its set-up costs and costs to procure items (e.g., selection of Customer Relationship Management software). For the avoidance of doubt, NewCo will be responsible for migration to any new NewCo Data Center, including design, implementation and testing. MCK will provide reasonable support in such efforts. MCK will provide to NewCo an electronic copy in the then-current format of all data that is owned by NewCo (a) a written description of processes and procedures used by MCK in connection with the provision of Services to the Core MTS Business to the extent such descriptions exist, (b) a written description of all system documentation, architecture diagrams and business process diagrams for the systems, processes and controls used in the Core MTS Business to the extent such descriptions exist and (c) written training and onboarding materials used in the Core MTS Business to the extent such materials exist. In addition, MCK will, upon NewCo’s reasonable request, make available knowledgeable MCK personnel for knowledge transfer and discussion at a mutually agreed upon time with respect to the Services and the processes, procedures and systems used in the provision of the Services. The parties will meet in person to establish, within two (2) weeks following the Closing Date, a planning process for the migration of the Services from MCK’s personnel, facilities and environment to NewCo’s (or its designee’s) personnel, facilities and environment. During such meetings, the parties will identify workstreams and workstream leaders, staff project teams for each workstream, identify roles and responsibilities for project team members and create a project charter that will serve collectively as the basis for developing more detailed timelines and specific deliverables for each of the workstreams. At a minimum, there will be a workstream for each functional area that is the subject of Schedules. Each workstream will report to the Project Managers. The parties will meet (in person or by telephone) as often as is reasonably necessary to develop such detailed timelines and specific deliverables for each workstream. The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Migration. MCK NewCo shall provide all requisite assistance as is reasonably requested by NewCo MCK in order to migrate the Services Services, if applicable, from MCKNewCo’s personnel, facilities and environment to NewCoMCK’s (or its designee’s) personnel, facilities and environment, provided, that, other than as expressly set forth in the Service Schedule, NewCo MCK shall be responsible for all third-party costs incurred by MCK NewCo and its Affiliates to migrate such Services and, provided further, that, NewCo MCK shall be responsible for all costs associated with operational decisions made by NewCo MCK for its set-up costs and costs to procure items (e.g., selection of Customer Relationship Management software). For the avoidance of doubt, NewCo MCK will be responsible for migration to any new NewCo McKesson RemainCo Data Center, including design, implementation and testing. MCK NewCo will provide reasonable support in such efforts. MCK NewCo will provide to NewCo MCK an electronic copy in the then-current format of all data that is owned by NewCo MCK (a) a written description of processes and procedures used by MCK NewCo in connection with the provision of Services to the Core MTS Business McKesson RemainCo to the extent such descriptions exist, (b) a written description of all system documentation, architecture diagrams and business process diagrams for the systems, processes and controls used in the Core MTS Business McKesson RemainCo to the extent such descriptions exist and (c) written training and onboarding materials used in the Core MTS Business McKesson RemainCo to the extent such materials exist. In addition, MCK NewCo will, upon NewCoMCK’s reasonable request, make available knowledgeable MCK NewCo personnel for knowledge transfer and discussion at a mutually agreed upon time with respect to the Services and the processes, procedures and systems used in the provision of the Services. The parties will meet in person to establish, within two (2) weeks following the Closing Date, a planning process for the migration of the Services from MCKNewCo’s personnel, facilities and environment to NewCoMCK’s (or its designee’s) personnel, facilities and environment. During such meetings, the parties will identify workstreams and workstream leaders, staff project teams for each workstream, identify roles and responsibilities for project team members and create a project charter that will serve collectively as the basis for developing more detailed timelines and specific deliverables for each of the workstreams. At a minimum, there will be a workstream for each functional area that is the subject of Schedules. Each workstream will report to the Project Managers. The parties will meet (in person or by telephone) as often as is reasonably necessary to develop such detailed timelines and specific deliverables for each workstream.

Migration. MCK NewCo shall provide all requisite assistance as is reasonably requested by NewCo MCK in order to migrate the Services Services, if applicable, from MCKNewCo’s personnel, facilities and environment to NewCoMCK’s (or its designee’s) personnel, facilities and environment, provided, that, other than as expressly set forth in the Service Schedule, NewCo MCK shall be responsible for all third-party costs incurred by MCK NewCo and its Affiliates to migrate such Services and, provided further, that, NewCo MCK shall be responsible for all costs associated with operational decisions made by NewCo MCK for its set-up costs and costs to procure items (e.g., selection of Customer Relationship Management software). For the avoidance of doubt, NewCo MCK will be responsible for migration to any new NewCo EIS Data Center, including design, implementation and testing. MCK NewCo will provide reasonable support in such efforts. MCK NewCo will provide to NewCo MCK an electronic copy in the then-current format of all data that is owned by NewCo MCK (a) a written description of processes and procedures used by MCK NewCo in connection with the provision of Services to the Core MTS Business EIS to the extent such descriptions exist, (b) a written description of all system documentation, architecture diagrams and business process diagrams for the systems, processes and controls used in the Core MTS Business EIS to the extent such descriptions exist and (c) written training and onboarding materials used in the Core MTS Business EIS to the extent such materials exist. In addition, MCK NewCo will, upon NewCoMCK’s reasonable request, make available knowledgeable MCK NewCo personnel for knowledge transfer and discussion at a mutually agreed upon time with respect to the Services and the processes, procedures and systems used in the provision of the Services. The parties will meet in person to establish, within two (2) weeks following the Closing Date, a planning process for the migration of the Services from MCKNewCo’s personnel, facilities and environment to NewCoMCK’s (or its designee’s) personnel, facilities and environment. During such meetings, the parties will identify workstreams and workstream leaders, staff project teams for each workstream, identify roles and responsibilities for project team members and create a project charter that will serve collectively as the basis for developing more detailed timelines and specific deliverables for each of the workstreams. At a minimum, there will be a workstream for each functional area that is the subject of Schedules. Each workstream will report to the Project Managers. The parties will meet (in person or by telephone) as often as is reasonably necessary to develop such detailed timelines and specific deliverables for each workstream. Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Migration. MCK NewCo shall provide all requisite assistance as is reasonably requested by NewCo MCK in order to migrate the Services Services, if applicable, from MCKNewCo’s personnel, facilities and environment to NewCoMCK’s (or its designee’s) personnel, facilities and environment, provided, that, other than as expressly set forth in the Service Schedule, NewCo MCK shall be responsible for all third-party costs incurred by MCK NewCo and its Affiliates to migrate such Services and, provided further, that, NewCo MCK shall be responsible for all costs associated with operational decisions made by NewCo MCK for its set-up costs and costs to procure items (e.g., selection of Customer Relationship Management software). For the avoidance of doubt, NewCo MCK will be responsible for migration to any new NewCo EIS Data Center, including design, implementation and testing. MCK NewCo will provide reasonable support in such efforts. MCK NewCo will provide to NewCo MCK an electronic copy in the then-current format of all data that is owned by NewCo MCK (a) a written description of processes and procedures used by MCK NewCo in connection with the provision of Services to the Core MTS Business EIS to the extent such descriptions exist, (b) a written description of all system documentation, architecture diagrams and business process diagrams for the systems, processes and controls used in the Core MTS Business EIS to the extent such descriptions exist and (c) written training and onboarding materials used in the Core MTS Business EIS to the extent such materials exist. In addition, MCK NewCo will, upon NewCoMCK’s reasonable request, make available knowledgeable MCK NewCo personnel for knowledge transfer and discussion at a mutually agreed upon time with respect to the Services and the processes, procedures and systems used in the provision of the Services. The parties will meet in person to establish, within two (2) weeks following the Closing Date, a planning process for the migration of the Services from MCKNewCo’s personnel, facilities and environment to NewCoMCK’s (or its designee’s) personnel, facilities and environment. During such meetings, the parties will identify workstreams and workstream leaders, staff project teams for each workstream, identify roles and responsibilities for project team members and create a project charter that will serve collectively as the basis for developing more detailed timelines and specific deliverables for each of the workstreams. At a minimum, there will be a workstream for each functional area that is the subject of Schedules. Each workstream will report to the Project Managers. The parties will meet (in person or by telephone) as often as is reasonably necessary to develop such detailed timelines and specific deliverables for each workstream. The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Migration. MCK NewCo shall provide all requisite assistance as is reasonably requested by NewCo MCK in order to migrate the Services Services, if applicable, from MCKNewCo’s personnel, facilities and environment to NewCoMCK’s (or its designee’s) personnel, facilities and environment, provided, that, other than as expressly set forth in the Service Schedule, NewCo MCK shall be responsible for all third-party costs incurred by MCK NewCo and its Affiliates to migrate such Services and, provided further, that, NewCo MCK shall be responsible for all costs associated with operational decisions made by NewCo MCK for its set-up costs and costs to procure items (e.g., selection of Customer Relationship Management software). For the avoidance of doubt, NewCo MCK will be responsible for migration to any new NewCo McKesson RemainCo Data Center, including design, implementation and testing. MCK NewCo will provide reasonable support in such efforts. MCK NewCo will provide to NewCo MCK an electronic copy in the then-current format of all data that is owned by NewCo MCK (a) a written description of processes and procedures used by MCK NewCo in connection with the provision of Services to the Core MTS Business McKesson RemainCo to the extent such descriptions exist, (b) a written description of all system documentation, architecture diagrams and business process diagrams for the systems, processes and controls used in the Core MTS Business McKesson RemainCo to the extent such descriptions exist and (c) written training and onboarding materials used in the Core MTS Business McKesson RemainCo to the extent such materials exist. In addition, MCK NewCo will, upon NewCoMCK’s reasonable request, make available knowledgeable MCK NewCo personnel for knowledge transfer and discussion at a mutually agreed upon time with respect to the Services and the processes, procedures and systems used in the provision of the Services. The parties will meet in person to establish, within two (2) weeks following the Closing Date, a planning process for the migration of the Services from MCKNewCo’s personnel, facilities and environment to NewCoMCK’s (or its designee’s) personnel, facilities and environment. During such meetings, the parties will identify workstreams and workstream leaders, staff project teams for each workstream, identify roles and responsibilities for project team members and create a project charter that will serve collectively as the basis for developing more detailed timelines and specific deliverables for each of the workstreams. At a minimum, there will be a workstream for each functional area that is the subject of Schedules. Each workstream will report to the Project Managers. The parties will meet (in person or by telephone) as often as is reasonably necessary to develop such detailed timelines and specific deliverables for each workstream. Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Migration. MCK NewCo shall provide all requisite assistance as is reasonably requested by NewCo MCK in order to migrate the Services Services, if applicable, from MCKNewCo’s personnel, facilities and environment to NewCoMCK’s (or its designee’s) personnel, facilities and environment, provided, that, other than as expressly set forth in the Service Schedule, NewCo MCK shall be responsible for all third-party costs incurred by MCK NewCo and its Affiliates to migrate such Services and, provided further, that, NewCo MCK shall be responsible for all costs associated with operational decisions made by NewCo MCK for its set-up costs and costs to procure items (e.g., selection of Customer Relationship Management software). For the avoidance of doubt, NewCo MCK will be responsible for migration to any new NewCo McKesson RemainCo Data Center, including design, implementation and testing. MCK NewCo will provide reasonable support in such efforts. MCK NewCo will provide to NewCo MCK an electronic copy in the then-current format of all data that is owned by NewCo MCK (a) a written description of processes and procedures used by MCK NewCo in connection with the provision of Services to the Core MTS Business McKesson RemainCo to the extent such descriptions exist, (b) a written description of all system documentation, architecture diagrams and business process diagrams for the systems, processes and controls used in the Core MTS Business McKesson RemainCo to the extent such descriptions exist and (c) written training and onboarding materials used in the Core MTS Business McKesson RemainCo to the extent such materials exist. In addition, MCK NewCo will, upon NewCoMCK’s reasonable request, make available knowledgeable MCK NewCo personnel for knowledge transfer and discussion at a mutually agreed upon time with respect to the Services and the processes, procedures and systems used in the provision of the Services. The parties will meet in person to establish, within two (2) weeks following the Closing Date, a planning process for the migration of the Services from MCKNewCo’s personnel, facilities and environment to NewCoMCK’s (or its designee’s) personnel, facilities and environment. During such meetings, the parties will identify workstreams and workstream leaders, staff project teams for each workstream, identify roles and responsibilities for project team members and create a project charter that will serve collectively as the basis for developing more detailed timelines and specific deliverables for each of the workstreams. At a minimum, there will be a workstream for each functional area that is the subject of Schedules. Each workstream will report to the Project Managers. The parties will meet (in person or by telephone) as often as is reasonably necessary to develop such detailed timelines and specific deliverables for each workstream. The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.