Common use of Omitted Services Clause in Contracts

Omitted Services. If, during the six (6) month period immediately following the date of this Agreement, either Party identifies a service that was provided in connection with the Neuroscience Business (other than those services expressly excluded hereunder) during the Prior Period, or which are reasonably anticipated as of the date hereof to be necessary to continue to support the Neuroscience Business during the Term, but such services were inadvertently omitted from the Transition Service Schedules (each, to the extent included in the Services pursuant to this Section, an “Omitted Service”) and notifies the other Party thereof, then the Parties shall enter into good faith discussions as to whether such Omitted Service should be added as a Service hereunder, taking into account considerations such as whether the provision of such Service would be commercially reasonable from Service Provider’s perspective and whether the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided under this Agreement, then the Parties shall cooperate in preparing a Transition Service Schedule to add such Omitted Service as a Service; provided that, notwithstanding anything to the contrary in this Agreement, Service Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service or if the provision of such Omitted Service would significantly disrupt the operation of its business. In the event that the Parties agree that a Service Provider should provide any such Omitted Service, the Parties shall execute a Transition Service Schedule for such Omitted Service that will set forth, among other things, (a) the time period during which such Omitted Service will be provided, (b) a description of such Omitted Service in reasonable detail, (c) primary points of contact for each of the Parties with respect to the Service, (d) any costs related to such Omitted Service and agreed upon by the Parties, and (e) any additional terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the Parties as reflected in such Transition Service Schedule. Notwithstanding the foregoing, the time period for any such Omitted Service will expire not later than the expiration of the Term as calculated prior to the addition of such Omitted Service unless the Parties mutually agree otherwise.

Omitted Services. If, during the six sixty (660) month day period immediately following the date of this Agreement, either Party identifies a service that was provided in connection with the Neuroscience Oncology Business (other than those services expressly excluded hereunder) during the Prior Period, or which are reasonably anticipated as of the date hereof to be necessary to continue to support the Neuroscience Oncology Business during the Term, but such services were inadvertently omitted from the Transition Service Schedules (each, to the extent included in the Services pursuant to this Section, an “Omitted Service”) and notifies the other Party thereof, then the Parties shall enter into good faith discussions as to whether such Omitted Service should be added as a Service hereunder, taking into account considerations such as whether the provision of such Service would be commercially reasonable from Service Provider’s perspective and whether the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided under this Agreement, then the Parties shall cooperate in preparing a Transition Service Schedule to add such Omitted Service as a Service; provided that, notwithstanding anything to the contrary in this Agreement, Service Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service or if the provision of such Omitted Service would significantly disrupt the operation of its business. In the event that the Parties agree that a Service Provider should provide any such Omitted Service, the Parties shall execute a Transition Service Schedule for such Omitted Service that will set forth, among other things, (a) the time period during which such Omitted Service will be provided, (b) a description of such Omitted Service in reasonable detail, (c) primary points of contact for each of the Parties with respect to the Service, (d) any costs related to such Omitted Service and agreed upon by the Parties, and (e) any additional terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the Parties as reflected in such Transition Service Schedule. Notwithstanding the foregoing, the time period for any such Omitted Service will expire not later than the expiration of the Term as calculated prior to the addition of such Omitted Service unless the Parties mutually agree otherwise.

Omitted Services. If, during the six forty-five (645) month day period immediately following the date of this Agreement, either Party Bioverativ identifies a service that was provided in connection with the Neuroscience Bioverativ Business (other than those services expressly excluded hereunder) during the Prior Period, or which are reasonably anticipated as of the date hereof to be necessary to continue to support the Neuroscience Bioverativ Business during the Term, but such services were inadvertently omitted from the Transition Service Schedules list of Services in Schedule I hereto (each, to the extent included in the Services pursuant to this Section, an “Omitted Service”) and notifies the other Party thereof), then the Parties Service Provider shall enter into good faith discussions as to whether such Omitted Service should be added as a Service hereunder, taking into account considerations such as whether the provision of such Service would be use commercially reasonable from Service Provider’s perspective and whether the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided under this Agreement, then the Parties shall efforts to cooperate in preparing a Transition Service with Bioverativ to amend Schedule I to add such Omitted Service as a Service; , provided that, notwithstanding anything to the contrary in this Agreement, that Service Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service or if the provision of such Omitted Service would significantly disrupt the operation of its business. In the event that the Parties agree that a Service Provider should provide any such Omitted Service, the Parties shall execute a Transition amendments for such Omitted Service to (A) Exhibit A, to the extent necessary to reflect any additional FTE Rates for such Omitted Service and (B) Schedule I for such Omitted Service that will shall set forth, among other things, (ai) the time period during which such Omitted Service will shall be provided, (bii) a description of such Omitted Service in reasonable detail, (ciii) primary points of contact for each of the Parties with respect to the Service, (d) any costs related to such Omitted Service and agreed upon by the Parties, and (eiv) any additional terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the Parties as reflected in such Transition Service Schedulean amendment to Schedule I and Exhibit A being duly executed and delivered by each Party. Notwithstanding the foregoing, the time period for any such Omitted Service will shall expire not later than the expiration of the Term as calculated prior to the addition of such Omitted Service unless the Parties mutually agree otherwise.

Omitted Services. If, during within one hundred and fifty (150) days following the six Effective Date (6or, with respect to a Service to the extent provided in connection with a Delayed Asset, one hundred and fifty (150) month period immediately days following the date of this Agreementthe applicable Delayed Transfer), either Party Recipient identifies a service that was provided in connection with the Neuroscience Business (other than those services expressly excluded hereunder) during the Prior Period, or which are reasonably anticipated as of the date hereof to be necessary to continue to support the Neuroscience Business during the Term, but such services were inadvertently omitted from the Transition Service Schedules (each, to the extent included in the Services pursuant to this Section, an “Omitted Service”) that (a) was provided or is substantially similar to a service that was provided by Provider or any Provider Affiliate to the Business in the ordinary course during the Baseline Period, (b) is reasonably necessary for the Business to operate in substantially the same manner as the Business operated during the Baseline Period, (c) is not included in Exhibit A or Exhibit B, and notifies (d) would not require Provider or its Affiliates to allocate resources or capabilities materially in excess of its then-current ordinary course resources and capabilities (provided, for clarity, that resources or capabilities necessary to prepare to make such service available or plan and execute the other Party thereofmigration of such service shall not be deemed to be resources or capabilities materially in excess of Provider’s or its Affiliates’ then-current ordinary resources or capabilities, as long as providing the Omitted Service itself does not require Provider or its Affiliates to allocate resources or capabilities materially in excess of its then-current ordinary resources or capabilities), then the Parties shall enter into good faith discussions as amend Exhibit A to whether add such Omitted Service should be added as a Service hereunderService, taking into account considerations and in such as whether the provision of case, such Service would be commercially reasonable from Service Provider’s perspective and whether the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided under this Agreement, then the Parties shall cooperate in preparing deemed a Transition Service Schedule to add such Omitted Service as a Servicehereunder; provided that, notwithstanding anything to the contrary in this Agreement, Service that Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources no obligation to provide such Omitted Service unless and until the Parties mutually agree (which agreement shall not be unreasonably withheld, conditioned, or if delayed) on all terms and conditions for the provision of such Omitted Service, including the Initial Service would significantly disrupt Period and the operation Service Fee of its business. In the event that the Parties agree that a Service Provider should provide any such Omitted Service, the Parties shall execute a Transition Service Schedule for such Omitted Service that will set forth, among other things, (a) the time period during which such Omitted Service will be provided, (b) a description of such Omitted Service in reasonable detail, (c) primary points of contact for each of the Parties with respect to the Service, (d) any costs related to such Omitted Service and agreed upon by the Parties, and (e) any additional terms and conditions specific shall be consistent with the provisions of this Agreement, including the methodology to such Omitted Service. A calculate the Service Provider’s obligations Fees reflected herein and in Exhibit A. Each Party shall give due consideration to business continuity concerns in connection with respect to providing any such request for an Omitted Service shall become effective only upon mutual agreement of the Parties as reflected in such Transition Service Schedule. Notwithstanding the foregoing, the time period for any such Omitted Service will expire not later than the expiration of the Term as calculated prior pursuant to the addition of such Omitted Service unless the Parties mutually agree otherwisethis Section 2.4.

Omitted Services. If, during The Recipient may ask that the six (6) month period immediately following the date of this Agreement, either Party identifies a Provider provide any service that was not set forth in Exhibit A, but that was provided in connection with to the Neuroscience Business (other than those services expressly excluded hereunder) during the Prior Periodperiod from December 1, or which are reasonably anticipated as of 2012 to the date hereof to be necessary to continue to support (such period, the Neuroscience Business during the Term, but such services were inadvertently omitted from the Transition Service Schedules (each, to the extent included in the Services pursuant to this Section“Lookback Period” and each requested service, an “Omitted Service”), by sending a written request to the Provider: (w) and notifies within three (3) months after the other Party thereofdate hereof, then or (x) for an Omitted Service that has historically been provided on a quarterly basis, promptly after discovering the Parties shall enter into good faith discussions as to whether need for such Omitted Service should be added as and in no event later than forty-five (45) days from the end of the first full quarterly period after the date hereof to which such Omitted Service is related, or (y) for an Omitted Service that has historically been provided on an annual basis, promptly after discovering the need for such Omitted Service and in no event later than ninety (90) days from the end of the first relevant annual period after the date hereof to which such Omitted Service is related. Within a Service hereunder, reasonable timeframe after the receipt of such request (taking into account considerations the nature of the Omitted Service), the parties shall negotiate in good faith the implementation and duration of such as Omitted Service. Provider shall provide or cause to be provided such Omitted Service, with the Commencement Date for such Omitted Service starting on the date upon which Provider first provides or causes to be provided such service. Unless otherwise agreed in good faith between the parties, the cost of such Omitted Service shall be in accordance with Section 5.1 and reasonably consistent with the methodology and monetary values used to calculate the Fees for services, if any, of substantially similar type that are performed with substantially similar personnel (whether the of Seller or third-parties). The provision of such Service would Omitted Services shall in all respects be commercially reasonable from Service Provider’s perspective subject to the terms of this Agreement, shall be added to Exhibit A, shall constitute an amendment to this Agreement and whether shall thereafter be considered a Transition Service. Unless otherwise agreed by the parties, the term for such Omitted Service can Services shall be obtained from a provider other than in accordance with Section 6.1 hereto. The foregoing obligations of the Service Provider at comparable or lower expense. If the Parties determine that with respect to an Omitted Service will be provided under this Agreementshall not apply with respect to any services that (a) were intentionally discontinued in the ordinary course of business prior to one (1) month preceding the date hereof and discontinued other than in anticipation of the transactions contemplated by the Master Agreement or (b) are excluded services set forth in Exhibit B. Furthermore, then the Parties shall cooperate in preparing a Transition Service Schedule to add such Omitted Service as a Service; provided that, notwithstanding anything to the contrary in this Agreement, Service Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate (i) to the extent that both the human resources and systems reasonably required to provide such Omitted Service have been transferred to the Purchaser (or were offered to be transferred and declined at Purchaser’s option) in connection with the sale of the MONY business, provided that if only a portion of the resources reasonably required to provide such Omitted Service have been transferred to the Purchaser in connection with the sale of the MONY business, the Provider shall, subject to the rest of this Section 2.2, negotiate in good faith with respect to the provision of the portion of such Omitted Service would significantly disrupt for which Provider has retained the operation necessary resources; (ii) if the Recipient or Provider has identified (and in Provider’s case, given to Recipient written notice of), or if the Recipient (with Provider’s reasonable assistance) has not made reasonable efforts to identify an alternative service provider (including the Purchaser or any of its business. In the event Affiliates) to provide services that the Parties agree that a Service Provider should provide any such Omitted Service, the Parties shall execute a Transition Service Schedule for such Omitted Service that will set forth, among other things, (a) the time period during which such Omitted Service will be provided, (b) a description of such Omitted Service in reasonable detail, (c) primary points of contact for each of the Parties with respect to the Service, (d) any costs related are substantially similar to such Omitted Service at a substantially similar service level and agreed upon cost as was performed by the PartiesProvider in the Business on or after December 1, 2012; provided that such determination has reasonably taken into account the circumstances under which the need for the Omitted Service has arisen, including time sensitivity and Applicable Law; or (iii) if personnel at a specific level of seniority or with specific expertise are reasonably necessary for the provision of the Omitted Service, and (e) any additional terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any such the performance of the Omitted Service shall become effective only upon mutual agreement by such personnel would proximately cause a material disruption to the ability of the Parties Provider or any of its Affiliates to conduct its own business. The Provider may ask that the Recipient provide services reasonably necessary for the conduct of the Seller’s business, as reflected conducted during the Lookback Period, that was previously performed by personnel previously employed by Seller during the Lookback Period that are employed by Recipient at the time of request (such personnel, “Reverse Services Employees”), by sending a written request to the Recipient within three months of the date hereof. Unless otherwise agreed in good faith by the Transition Committee, the scope of such services shall not exceed the tasks performed by such Reverse Services Employee for Seller during the Lookback Period. Within a reasonable timeframe after the receipt of such request (taking into account the nature of the service being requested), the parties shall negotiate in good faith the implementation, cost and duration of such services, upon agreement, the “Reverse Transition Service ScheduleServices.” The cost of such Reverse Transition Services shall be listed on Exhibit C. Recipient shall provide or cause to be provided such service, with the Commencement Date for such service starting on the date upon which Recipient first provides or causes to be provided such service. The provision of such Reverse Transition Services shall in all respects be subject to the terms of this Agreement shall be added to Exhibit C, and shall constitute an amendment to this Agreement. Notwithstanding the foregoing, the time period for Recipient shall not be obligated to provide any Reverse Transition Service (i) to the extent that either the human resources or the systems reasonably required to provide such Omitted Reverse Transition Service will expire have not later than been transferred to the expiration Purchaser in connection with the sale of the Term as calculated prior MONY business, provided that if a portion of the resources reasonably required to provide such Reverse Transition Service has been transferred to the addition Purchaser in connection with the sale of the MONY business, the Recipient shall, subject to the rest of this Section 2.2, negotiate in good faith with respect to the provision of the portion of such Omitted Reverse Transition Service unless for which the Parties mutually agree otherwisenecessary resources have been transferred to the Recipient; (ii) if the Recipient or Provider has identified (and in Recipient’s case, given to Provider written notice of), or if the Provider has not made reasonable efforts to identify an alternative service provider (including the Provider or any of its Affiliates) to provide services that are substantially similar to such Reverse Transition Service at a substantially similar service level and cost as was performed by the Provider in the Business on or after December 1, 2012; provided that such determination has reasonably taken into account the circumstances under which the need for the Reverse Transition Service has arisen, including time sensitivity and Applicable Law, or (iii) if the performance of the Reverse Transition Service by such Reverse Services Employees would proximately cause a material disruption to the ability of the Recipient to conduct its own business.

Omitted Services. If, during the six sixty (660) month day period immediately following the date of this Agreement, either Party identifies a service that was provided in connection with the Neuroscience Cyclerion Business (other than those services expressly excluded hereunder) during the Prior Period, or which are reasonably anticipated as of the date hereof to be necessary to continue to support the Neuroscience Cyclerion Business during the Term, but such services were inadvertently omitted from the Transition Service Schedules list of Services in Schedule I hereto (each, to the extent included in the Services pursuant to this Section, an “Omitted Service”) and notifies the other Party thereof, then the Parties shall enter into good faith discussions as to whether such Omitted Service should be added as a Service hereunder, taking into account considerations such as whether the provision of such Service would be commercially reasonable from Service Provider’s perspective and whether the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided under this Agreement, then the Parties shall cooperate in preparing a Transition Service to amend Schedule I to add such Omitted Service as a Service; , provided that, notwithstanding anything to the contrary in this Agreement, Service Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service or if the provision of such Omitted Service would significantly disrupt the operation of its business. In the event that the Parties agree that a Service Provider should provide any such Omitted Service, the Parties shall execute a Transition Service amendments to Schedule I for such Omitted Service that will set forth, among other things, (a) the time period during which such Omitted Service will be provided, (b) a description of such Omitted Service in reasonable detail, (c) primary points of contact for each of the Parties with respect to the Service, (d) any costs Internal Costs or One-Time Costs related to such Omitted Service and agreed upon by the Parties, Parties and (e) any additional terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the Parties as reflected in such Transition Service Schedulean amendment to Schedule I being duly executed and delivered by each Party. Notwithstanding the foregoing, the time period for any such Omitted Service will expire not later than the expiration of the Term as calculated prior to the addition of such Omitted Service unless the Parties mutually agree otherwise.

Omitted Services. If, during the six sixty (660) month day period immediately following the date of this Agreement, either Party identifies a service that was provided in connection with the Neuroscience Severe Genetic Disease Business (other than those services expressly excluded hereunder) during the Prior Period, or which are reasonably anticipated as of the date hereof to be necessary to continue to support the Neuroscience Severe Genetic Disease Business during the Term, but such services were inadvertently omitted from the Transition Service Schedules (each, to the extent included in the Services pursuant to this Section, an “Omitted Service”) and notifies the other Party thereof, then the Parties shall enter into good faith discussions as to whether such Omitted Service should be added as a Service hereunder, taking into account considerations such as whether the provision of such Service would be commercially reasonable from Service Provider’s perspective and whether the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided under this Agreement, then the Parties shall cooperate in preparing a Transition Service Schedule to add such Omitted Service as a Service; provided that, notwithstanding anything to the contrary in this Agreement, Service Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service or if the provision of such Omitted Service would significantly disrupt the operation of its business. In the event that the Parties agree that a Service Provider should provide any such Omitted Service, the Parties shall execute a Transition Service Schedule for such Omitted Service that will set forth, among other things, (a) the time period during which such Omitted Service will be provided, (b) a description of such Omitted Service in reasonable detail, (c) primary points of contact for each of the Parties with respect to the Service, (d) any costs related to such Omitted Service and agreed upon by the Parties, and (e) any additional terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the Parties as reflected in such Transition Service Schedule. Notwithstanding the foregoing, the time period for any such Omitted Service will expire not later than the expiration of the Term as calculated prior to the addition of such Omitted Service unless the Parties mutually agree otherwise.

Omitted Services. If, during the six sixty (660) month day period immediately following the date of this Agreement, either Party Service Recipient identifies a service that was provided in connection with the Neuroscience Business Service Recipient’s business (other than those services expressly excluded hereunder) during the Prior Period, or which are reasonably anticipated as of the date hereof to be necessary to continue to support the Neuroscience Business Service Recipient’s business during the Term, but such services were inadvertently omitted from the Transition Service Schedules list of Services in the applicable Schedule I hereto (each, to the extent included in the Services pursuant to this SectionSection 2.5, an “Omitted Service”) and notifies the other Party thereof), then the Parties Service Provider shall enter into good faith discussions as to whether such Omitted Service should be added as a Service hereunder, taking into account considerations such as whether the provision of such Service would be use commercially reasonable from efforts to cooperate with Service Provider’s perspective and whether Recipient to amend the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided under this Agreement, then the Parties shall cooperate in preparing a Transition Service applicable Schedule I to add such Omitted Service as a Service; provided that, notwithstanding anything to the contrary in this Agreement, that Service Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service or if the provision of such Omitted Service would significantly disrupt the operation of its business. In the event that the Parties agree that a Service Provider should provide any such Omitted Service, the Parties shall execute a Transition amendments for such Omitted Service to the applicable Schedule I for such Omitted Service that will shall set forth, among other things, (ai) the time period during which such Omitted Service will shall be provided, (bii) a description of such Omitted Service in reasonable detail, (ciii) primary points of contact for each of the Parties with respect to the Service, (div) any costs additional Fees, as applicable, related to such Omitted Service and agreed upon by the Parties, and (ev) any additional terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the Parties as reflected in such Transition Service Schedulean amendment to the applicable Schedule I being duly executed and delivered by each Party. Notwithstanding the foregoing, the time period for any such Omitted Service will shall expire not later than the expiration of the Term as calculated prior to the addition of such Omitted Service unless the Parties mutually agree otherwise.

Omitted Services. If, during the six (6) month period immediately following the date of this Agreement, either Party identifies a service that was provided in connection with the Neuroscience Oncology Business (other than those services expressly excluded hereunder) during the Prior Period, or which are reasonably anticipated as of the date hereof to be necessary to continue to support the Neuroscience Oncology Business during the Term, but such services were inadvertently omitted from the Transition Service Schedules (each, to the extent included in the Services pursuant to this Section, an “Omitted Service”) and notifies the other Party thereof, then the Parties shall enter into good faith discussions as to whether such Omitted Service should be added as a Service hereunder, taking into account considerations such as whether the provision of such Service would be commercially reasonable from Service Provider’s perspective and whether the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided under this Agreement, then the Parties shall cooperate in preparing a Transition Service Schedule to add such Omitted Service as a Service; provided that, notwithstanding anything to the contrary in this Agreement, Service Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service or if the provision of such Omitted Service would significantly disrupt the operation of its business. In the event that the Parties agree that a Service Provider should provide any such Omitted Service, the Parties shall execute a Transition Service Schedule for such Omitted Service that will set forth, among other things, (a) the time period during which such Omitted Service will be provided, (b) a description of such Omitted Service in reasonable detail, (c) primary points of contact for each of the Parties with respect to the Service, (d) any costs related to such Omitted Service and agreed upon by the Parties, and (e) any additional terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the Parties as reflected in such Transition Service Schedule. Notwithstanding the foregoing, the time period for any such Omitted Service will expire not later than the expiration of the Term as calculated prior to the addition of such Omitted Service unless the Parties mutually agree otherwise.

Omitted Services. IfSubject to Section 2.13, during if any services (other than Excluded Services) that were previously provided to or for the benefit of either Party or their respective Subsidiaries, or caused to be provided to or for the benefit of either Party or their respective Subsidiaries, in each case by the other Party or its Subsidiaries, and that Service Recipient reasonably believes (and can reasonably demonstrate) are materially necessary for Service Recipient to operate the applicable business as conducted immediately prior to the Distribution Date, have been omitted from Schedule I (any such services, “Omitted Services”), then, within fifteen (15) days following the written request of Service Recipient made no later than April 30, 2019 indicating the applicable service and requested term of such service (which term shall be no longer than six (6) month period immediately following the date of this Agreement, either Party identifies a service that was provided in connection with the Neuroscience Business (other than those services expressly excluded hereunder) during the Prior Period, or which are reasonably anticipated as of the date hereof to be necessary to continue to support the Neuroscience Business during the Term, but such services were inadvertently omitted from the Transition Service Schedules (each, to the extent included in the Services pursuant to this Section, an “Omitted Service”) and notifies the other Party thereof, then the Parties shall enter into good faith discussions as to whether such Omitted Service should be added as a Service hereunder, taking into account considerations such as whether the provision of such Service would be commercially reasonable from Service Provider’s perspective and whether the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided under this Agreement, then the Parties shall cooperate in preparing a Transition Service Schedule to add such Omitted Service as a Service; provided that, notwithstanding anything to the contrary in this Agreementmonths), Service Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources Recipient with written notice indicating Service Provider’s cost to provide such Omitted Service (with the cost of such Omitted Service to be equal to Service Provider’s cost with no xxxx-up, subject to any additional Service Fee as a result of increases in volume). If Service Recipient desires to receive the Omitted Service following receipt of such written notice from Service Provider, Service Recipient shall notify Service Provider in writing that it desires to receive such Omitted Services, and Service Provider shall provide such Omitted Service, or if cause such Omitted Service to be provided, as promptly as reasonably practicable following receipt of such notice from Service Recipient, pursuant to a Supplemental Schedule. Service Provider may provide any Omitted Service under this Section 2.11.5 either directly or by engaging a third party, and Service Recipient shall be responsible for the payment of all reasonable and documented third party costs incurred by Service Provider in the provision of any Omitted Services. The obligation of Service Provider to provide any Omitted Services pursuant to this Section 2.11.5 shall be subject to Service Recipient’s use of its commercially reasonable efforts to cooperate with Service Provider in the provision of such Omitted services, and to the extent that changes to the systems, operations or business of Service would significantly disrupt Recipient implemented after the operation Distribution Date require alterations in the means of its business. In the event that the Parties agree that a providing any such service, Service Provider should provide any shall be obligated only to use its commercially reasonable efforts to make such Omitted Service, the Parties shall execute a Transition Service Schedule for such alterations. Any Omitted Service that will set forthis provided or caused to be provided by Service Provider pursuant to this Section 2.11.5 shall be a “Transition Service” or a “Reverse Transition Service”, among as applicable, for the purposes of this Agreement (other things, (a) the time period during which such Omitted Service will be provided, (b) a description of such Omitted Service in reasonable detail, (c) primary points of contact for each of the Parties with respect to the Service, (d) any costs related to such Omitted Service and agreed upon by the Parties, and (e) any additional terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the Parties than as reflected in such Transition Service Schedule. Notwithstanding the foregoing, the time period for any such Omitted Service will expire not later than the expiration of the Term as calculated prior to the addition of such Omitted Service unless the Parties mutually agree otherwisespecifically indicated herein).

Omitted Services. If, during the six (6) month period immediately following the date of this Agreement, either Party identifies a service that was provided in connection with the Neuroscience Business If any services (other than those services expressly excluded hereunderExcluded Services) that were previously provided to or for the benefit of either Party or their respective Subsidiaries, or caused to be provided to or for the benefit of either Party or their respective Subsidiaries during the Prior PeriodReference Period that Parent or SpinCo reasonably believes are necessary for such Party to operate the Parent Business or the SpinCo Business, or which are reasonably anticipated respectively, in substantially the same manner as of such business was conducted prior to the date hereof to be necessary to continue to support the Neuroscience Business during the TermDistribution Date, but and such services were inadvertently have been omitted from the Transition Service Schedules Schedule I hereto (each, to the extent included in the Services pursuant to this Section, an “Omitted ServiceServices”), then (i) at the request of Service Recipient (made within three months after the Distribution Date) and notifies the other (ii) so long as Service Recipient is unable to secure such services from a Third Party thereof, then the Parties shall enter into good faith discussions as to whether such Omitted Service should be added as a Service hereunder, taking into account considerations such as whether the provision of such Service would be on commercially reasonable from Service Provider’s perspective and whether the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided under this Agreement, then the Parties shall cooperate in preparing a Transition Service Schedule to add such Omitted Service as a Service; provided that, notwithstanding anything to the contrary in this Agreementterms, Service Provider shall not use commercially reasonable efforts to provide such services, or cause such services to be provided, as promptly as reasonably practicable, pursuant to a supplemental written schedule mutually agreed upon by the Parties acting reasonably and in good faith (each such supplemental written schedule, a “Supplemental Schedule”), setting forth in reasonable detail the nature, scope, term, rates, termination provisions and other terms applicable to such Omitted Service to be provided; provided, however, that no Party shall be obligated to provide any Omitted such services if (x) the Parties are unable to reach agreement on the terms thereof or (y) Service if it Provider does not, in its reasonable judgment, have adequate resources the capability and existing capacity to provide such Omitted Service services or if the provision of any such Omitted Service services would significantly disrupt the operation of its business. In or its Subsidiaries’ businesses; provided, further, that (x) the event that Service Fees shall for such Omitted Services shall be the Parties agree that a fully loaded costs of Service Provider should to provide any such Omitted ServiceService and (y) that the obligations of Service Provider to provide any Omitted Services shall be subject to Service Recipient’s use of its commercially reasonable efforts to cooperate with Service Provider in the provision of such services, and to the Parties extent that changes to the systems, operations or business of Service Recipient implemented in connection with the transactions contemplated by the Separation and Distribution Agreement after the Distribution Date require alterations in the means of providing any such service, Service Provider shall execute a Transition Service Schedule for be obligated only to use its commercially reasonable efforts to make such alterations. Any Omitted Service that will set forthis provided or caused to be provided by Service Provider pursuant to this Section 2.6 shall be a “Transition Service” or a “Reverse Transition Service”, among as applicable, for the purposes of this Agreement (other thingsthan as specifically indicated herein). For the avoidance of doubt, (a) the time period during which such Omitted Service will any Supplemental Schedule shall be provided, (b) a description deemed to be part of such Omitted Service in reasonable detail, (c) primary points of contact for each of the Parties with respect Schedule I hereto. Notwithstanding anything to the Servicecontrary that may be set forth or implied elsewhere in this Agreement or in the Separation and Distribution Agreement, (d) any costs related to such Omitted Service and agreed upon by the PartiesProvider shall not, and (e) shall be under no obligation to, provide any additional terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of Excluded Services after the Parties as reflected in such Transition Service Schedule. Notwithstanding the foregoing, the time period for any such Omitted Service will expire not later than the expiration of the Term as calculated prior to the addition of such Omitted Service unless the Parties mutually agree otherwiseDistribution Date.

Omitted Services. If, during the six (6) month period immediately following the date of this Agreement, If either Party (a) identifies a service that (i)Fox provided to the A&S Business prior to the Closing that Ainge reasonably needs in order for the A&S Business to continue to operate in substantially the same manner in which the A&S Business operated prior to the Closing and such service was provided in connection with not set forth on the Neuroscience Business Service Schedules (other than those services expressly excluded hereunderan Excluded Service) during or (ii) the Prior Period, or which are A&S Business provided to Fox prior to the Closing that Fox reasonably anticipated as of needs in order for the date hereof to be necessary Fox Business to continue to support operate in substantially the Neuroscience same manner in which the Fox Business during operated prior to the TermClosing, but and such services were inadvertently omitted from service was not set forth on the Transition Service Schedules (eachother an Excluded Service) (the services referenced in clause (i) and clause (ii), to the extent included “Omitted Services”), and (b) provides a written change request (in the Services pursuant form agreed by the Parties) to this Section, an “Omitted Service”) and notifies the other Party thereof, then the Parties shall enter into good faith discussions as to whether requesting such Omitted Service should be added as a Service hereunder, taking into account considerations such as whether within ninety (90) days after the provision of such Service would be commercially reasonable from Service Provider’s perspective and whether the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided under this AgreementClosing, then the Parties such other Party shall cooperate negotiate in preparing a Transition Service Schedule good faith to add provide such Omitted Service Service, as a Serviceapplicable; provided thatprovided, notwithstanding anything to the contrary in this Agreementhowever, Service Provider that neither Party shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service or if the provision of such Omitted Service would significantly disrupt the operation of its businessService. In the event that the Parties agree that a Service Provider should provide The compensation associated with any such Omitted Service, Services will be determined in accordance with the terms set forth in Section 4.1. The Parties shall execute document such terms in a Transition Service Schedule. Such Service Schedule for such Omitted Service that will set forth, among other things, (a) the time period during which such Omitted Service will be provided, (b) a description of such Omitted Service shall describe in reasonable detaildetail the nature, (cscope, service period(s) primary points of contact for each of the Parties with respect to the Service, (d) any costs related and other terms applicable to such Omitted Services. Each such Service Schedule shall be deemed part of this TSA as of the date of such agreement and agreed upon by the PartiesOmitted Services set forth therein shall be deemed “Services” provided under this TSA, and (e) any additional in each case subject to the terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the Parties as reflected in such Transition Service Schedule. Notwithstanding the foregoing, the time period for any such Omitted Service will expire not later than the expiration of the Term as calculated prior to the addition of such Omitted Service unless the Parties mutually agree otherwisethis TSA.

Omitted Services. (a) If, within twelve (12) months after the Effective Date, SharkNinja or JS Global identifies and requests in writing a service that (i) the other Party or its Group provided to the Business of the requesting Party, respectively, during the six twelve (612) month period immediately following prior to the date of this AgreementEffective Date, either (ii) the requesting Party identifies a service that was provided or its Group reasonably requires in connection with the Neuroscience order for its Business (other than those services expressly excluded hereunder) during the Prior Period, or which are reasonably anticipated as of the date hereof to be necessary to continue to support operate in substantially the Neuroscience same manner in which the Business during the Term, but such services were inadvertently omitted from the Transition Service Schedules (each, operated prior to the extent Effective Date, (iii) such service was not included in Schedule 1 or Schedule 2 (and is not an Excluded Service or a service provided for under another Ancillary Agreement), and (iv) in the Services pursuant twelve (12) month period prior to this Section, the Effective Date was not discontinued as a service provided by Provider to its own Affiliates or in the process of being phased out as a service provided to all of Provider’s own Affiliates (an “Omitted Service”) ), then, in each case, JS Global and notifies SharkNinja shall negotiate in good faith for the other Party thereofprovision thereof hereunder if the applicable Provider is reasonably able to provide such requested service (and the applicable Recipient is not reasonably able to provide or procure from another Person such requested service), then and if so, subject to the Parties shall enter into good faith discussions as reaching an agreement, the applicable Provider will provide, or cause to whether be provided, the relevant Omitted Service. Any such Omitted Service should be added as a Service hereunder, taking into account considerations such as whether the provision of such Service would be commercially reasonable from Service Provider’s perspective and whether the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided Services shall constitute Services under this Agreement, then the Parties shall cooperate Agreement and be subject in preparing a Transition Service Schedule to add such Omitted Service as a Service; provided that, notwithstanding anything all respects to the contrary in provisions of this AgreementAgreement as if fully set forth on Schedule 1 or Schedule 2, Service Provider shall not be obligated to provide as applicable. The duration for any Omitted Service if it does not, in its reasonable judgment, have adequate resources shall be the minimum period necessary for Recipient to provide such transition off the relevant Omitted Service or if (but no longer than the provision of such Omitted Service would significantly disrupt the operation of its business. In the event that the Parties agree that a Service Provider should provide any such Omitted Service, the Parties shall execute a Transition Service Schedule for such Omitted Service that will set forth, among other things, (a) the time period during which such Omitted Service will be provided, (b) a description of such Omitted Service in reasonable detail, (c) primary points of contact for each end of the Parties with respect to the Service, (d) any costs related to such Omitted Service and agreed upon by the PartiesTerm), and (e) the Service Fees for any additional terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the Parties as reflected be calculated in such Transition Service Schedule. Notwithstanding the foregoing, the time period for any such Omitted Service will expire not later than the expiration of the Term as calculated prior to the addition of such Omitted Service unless the Parties mutually agree otherwisea manner consistent with other comparable Services hereunder.

Omitted Services. If, during the six sixty (660) month day period immediately following the date of this Agreement, either Party identifies a service that was provided in connection with the Neuroscience New Ironwood Pharmaceutical Business (other than those services expressly excluded hereunder) during the Prior Period, or which are reasonably anticipated as of the date hereof to be necessary to continue to support the Neuroscience New Ironwood Pharmaceutical Business during the Term, but such services were inadvertently omitted from the Transition Service Schedules list of Services in Schedule I hereto (each, to the extent included in the Services pursuant to this Section, an “Omitted Service”) and notifies the other Party thereof, then the Parties shall enter into good faith discussions as to whether such Omitted Service should be added as a Service hereunder, taking into account considerations such as whether the provision of such Service would be commercially reasonable from Service Provider’s perspective and whether the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided under this Agreement, then the Parties shall cooperate in preparing a Transition Service to amend Schedule I to add such Omitted Service as a Service; , provided that, notwithstanding anything to the contrary in this Agreement, Service Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service or if the provision of such Omitted Service would significantly disrupt the operation of its business. In the event that the Parties agree that a Service Provider should provide any such Omitted Service, the Parties shall execute a Transition Service amendments to Schedule I for such Omitted Service that will set forth, among other things, (a) the time period during which such Omitted Service will be provided, (b) a description of such Omitted Service in reasonable detail, (c) primary points of contact for each of the Parties with respect to the Service, (d) any costs Internal Costs or One-Time Costs related to such Omitted Service and agreed upon by the Parties, Parties and (e) any additional terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the Parties as reflected in such Transition Service Schedulean amendment to Schedule I being duly executed and delivered by each Party. Notwithstanding the foregoing, the time period for any such Omitted Service will expire not later than the expiration of the Term as calculated prior to the addition of such Omitted Service unless the Parties mutually agree otherwise.

Omitted Services. IfNotwithstanding anything in this Agreement to the contrary, if during the six ninety (690) month day period immediately following the date of this AgreementAgreement (or promptly after a Recipient becomes aware of the need for an omitted service, either Party to the extent a Recipient does not become aware of the need for a periodic service until after such first ninety (90) day period), (i) Company as Recipient identifies a service that was historically provided by Amber or its Affiliates in connection with the Neuroscience Business and such service was inadvertently omitted from Schedule A, then the Company may provide notice thereof to Amber and (other than those services expressly excluded hereunderii) during if Amber as Recipient identifies a service that was historically provided by the Prior Period, Company or which are its Affiliates and reasonably anticipated as of the date hereof to be necessary to continue to support any portion of the Neuroscience Retained Business during the Term, but and such services were service was inadvertently omitted from the Transition Service Schedules (eachSchedule B, then Xxxxx xxx provide notice thereof to the extent included Company (any such omitted service as described in the Services pursuant to this Sectionsubclause (i) or (ii), an “Omitted Service”). Upon receipt of such notice from either Party, (x) and notifies where the other Party thereofCompany is the Recipient, then the Parties shall enter into good faith discussions as upon Amber’s prior written consent (such consent not to whether be unreasonably withheld, conditioned or delayed), such Omitted Service should shall be added as deemed to be a Service hereunderfor purposes of this Agreement and Amber shall provide such Omitted Service to the Company, taking into account considerations and (y) where Amber is the Recipient, upon the Company’s prior written consent (such as whether consent not to be unreasonably withheld, conditioned or delayed), such Omitted Service shall be deemed to be a Service for purposes of this Agreement and the provision Company shall provide such Omitted Service to Amber; and in each of such Service would be (x) and (y) the Company and Amber shall use commercially reasonable from Service Provider’s perspective efforts to promptly meet to identify and whether document the scope and pricing for such Omitted Service can be obtained from a provider other than the Service Provider at comparable and amend Schedule A or lower expense. If the Parties determine that an Omitted Service will be provided under this AgreementSchedule B, then the Parties shall cooperate in preparing a Transition Service Schedule as applicable, to add such Omitted Service as a Service; provided that, notwithstanding anything that the pricing for such Omitted Services shall be no greater than the cost allocation to the contrary in this AgreementBusiness or the Retained Business, Service Provider shall not be obligated to provide any Omitted Service if it does notas applicable, in its reasonable judgment, have adequate resources to provide such Omitted Service or if the provision of such Omitted Service would significantly disrupt the operation of its business. In the event that the Parties agree that a Service Provider should provide any such Omitted Service, the Parties shall execute a Transition Service Schedule for such Omitted Service that will set forth, among other things, (a) the time period during which such Omitted Service will be provided, (b) a description of such Omitted Service in reasonable detail, (c) primary points of contact for each of the Parties with respect to the Service, (d) any costs related to such Omitted Service and agreed upon by the Parties, and (e) any additional terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the Parties as reflected in such Transition Service Schedule. Notwithstanding the foregoing, the time period for any such Omitted Service will expire not later than the expiration of the Term as calculated provided immediately prior to the addition consummation of such Omitted Service unless the Parties mutually agree otherwisetransactions contemplated by the Combination Agreement.

Omitted Services. If, (a) Any services not agreed upon in a Schedule but provided during the six (6) month period immediately following Pre-Effective Date Period by an AIG Group Member to a Company Group Member, or by a Company Group Member to an AIG Group Member, can be requested in writing until the date of that is one hundred and twenty (120) days after the Effective Date by a Party to this AgreementAgreement upon reasonable notice to the other Party’s applicable service manager and Contract Manager in accordance with Section 7.02; provided, either Party identifies that a service that was provided only on a periodic basis not agreed upon in connection with the Neuroscience Business (other than those services expressly excluded hereunder) a Schedule but provided during the Prior PeriodPre-Effective Date Period by an AIG Group Member to a Company Group Member, or which are reasonably anticipated as by a Company Group Member to an AIG Group Member, can be so requested until the later of the date hereof that is (x) one hundred and twenty (120) days after the Effective Date or (y) thirty (30) days after the date that such service should have been provided by a Party to this Agreement if it were a Scheduled Service (e.g., thirty (30) days after the first calendar year end if the service was only provided at calendar year end). Upon receipt of such notice, within a commercially reasonable period of time under the circumstances, (I) AIG shall provide or cause to be necessary provided to continue the Company Group such additional services (the “Company Received Omitted Services”), and (II) the Company shall provide or cause to support be provided to the Neuroscience Business during AIG Group such additional services (the Term“AIG Received Omitted Services”, but such services were inadvertently omitted from and collectively with the Transition Service Schedules Company Received Omitted Services, the “Omitted Services”), in each case (each, x) only to the extent included in the Services pursuant (1) that after using diligent efforts to this Section, an “Omitted Service”) identify and notifies the other Party thereof, then the Parties shall enter into good faith discussions as commercially reasonable arrangements with another provider with respect to whether such Omitted Service should be added as a Service hereunder, taking into account considerations such as whether the provision of such Service would be commercially reasonable from Service Provider’s perspective and whether the Omitted Service, such Recipient has been unable to procure such Omitted Service can be obtained from a provider other than the Service Provider at comparable on commercially reasonable terms and (2) such Provider owns or lower expensehas access on commercially reasonable terms to the assets and resources necessary to provide such Omitted Services, and (y) on the terms and conditions (other than price) as were applicable to such services prior to the Effective Date for a term determined pursuant to Section 6.01 and with any applicable Set-Up Costs and any termination charges, determined pursuant to Section 6.02, which price, terms and charges shall be (1) proposed in writing by the applicable Provider within five (5) Business Days of the request from the applicable Recipient for such Omitted Services, or such longer time as the Contract Managers may agree, and (2) agreed by the Parties on or about the time the Provider begins to provide such Omitted Services. If the Parties determine that fail to reach agreement on the amount of the Agreed Price, Initial Scheduled Term, Extended Scheduled Term, or any applicable termination charges or Set-Up Costs, such issues shall be resolved in accordance with Section 7.08(a), but any such failure to reach agreement on the foregoing shall not delay the provision of the Omitted Service. The Parties shall enter into an Omitted Service will be provided under amendment to this Agreement, then amending the Parties shall cooperate in preparing a Transition Service applicable Schedule 2.01-1 or Schedule 2.01-2 to add such include the Omitted Service as a Service; provided thatServices (along with the Agreed Price, notwithstanding anything to the contrary in this Agreement, Service Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service or if the provision of such Omitted Service would significantly disrupt the operation of its business. In the event that the Parties agree that a Service Provider should provide any such Omitted Service, the Parties shall execute a Transition Service Schedule for such Omitted Service that will set forth, among other things, (a) the time period during which such Omitted Service will be provided, (b) a description of such Omitted Service in reasonable detail, (c) primary points of contact for each of the Parties with respect to the Service, (d) any costs related to such Omitted Service and agreed upon by the PartiesInitial Scheduled Term, and (e) any additional termination charges, if any), which shall be provided in accordance with the terms and conditions specific of this Agreement and the Omitted Services shall be deemed to such Omitted Service. A Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the Parties as reflected in such Transition Service Schedulebe Scheduled Services hereunder. Notwithstanding the foregoing, the time period for nothing in this Section 2.02(a) shall require a Provider to retain any such Omitted Service will expire personnel, to maintain any facilities or systems or to take, or refrain from taking, any other action not later than the expiration of the Term as calculated prior to the addition of such Omitted Service unless the Parties mutually agree otherwiseotherwise expressly required hereunder.

Omitted Services. If, To the extent any service provided by Service Provider or its affiliates to Service Recipient or its affiliates during the six twelve (612) month period immediately following prior to the date of this Agreement, either Party identifies a service that was provided in connection with the Neuroscience Business (other than those services expressly excluded hereunder) during the Prior Period, or which are reasonably anticipated as of the date hereof to be necessary to continue to support the Neuroscience Business during the Term, but such services were inadvertently omitted from the Transition Service Schedules Effective Date is not included on Schedule A hereto (each, to the extent included in the Services pursuant to this Section, an “Omitted Service”) and notifies the other Party thereof, then the Parties shall enter into good faith discussions as to whether such Omitted Service should be added as a Service hereunder, taking into account considerations such as whether the provision of such Service would be commercially reasonable from Service Provider’s perspective and whether the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided under this Agreement, then the Parties shall cooperate in preparing a Transition Service Schedule to add such Omitted Service as a Service; provided that, notwithstanding anything to the contrary in this Agreement), Service Provider shall continue to provide, or cause to be provided, at Service Recipient’s Request, such Omitted Service to Service Recipient to the same extent, and on substantially the same basis as, such Omitted Service was available to or enjoyed by such respective business within the twelve (12) month period prior to the Effective Date. Service Provider will not withhold, or cause to be obligated withheld, provision of any Omitted Services. With respect to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources that is to provide such Omitted Service or if the provision of such Omitted Service would significantly disrupt the operation of its business. In the event that the Parties agree that a Service Provider should provide any such Omitted Servicebe provided hereunder, the Parties shall execute a Transition Service amendments to Schedule A hereto, as applicable, for such Omitted Service that will shall set forth, among other things, forth (a) the time period during which such Omitted Service will be provided, (bA) a description of such Omitted Service in reasonable detail, (cB) primary points of contact whether the charge for each of the Parties with respect to the Service, (d) any costs related to such Omitted Service and agreed upon by shall be included in the PartiesBulk Service Rate or passed through at cost to Service Recipient, and (eC) any additional reasonable terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any (and if no such schedule is executed, such Omitted Service shall become effective be provided under the terms and conditions of this Agreement applicable to similar Services); provided, that the failure to amend Schedule A hereto shall not relieve Service Provider of its obligation to provide such Omitted Service. Any amount that is to be passed through to Service Recipient “at cost” shall mean only upon mutual agreement those amounts that are paid as incremental, out-of-pocket expenses paid to the applicable third party, without markup, service charge or any other additional charge; provided, however, that in the event any such expenditure to be passed through to Service Recipient is not solely for Service Recipient’s benefit (e.g., a group insurance policy that covers Service Recipient and other affiliates of the Parties as reflected in such Transition Service Schedule. Notwithstanding the foregoingProvider), the time period for any amount passed through to Service Recipient shall be an allocation of such Omitted amount attributable to Service will expire Recipient, with such allocation to be made in a manner that does not later than the expiration of the Term as calculated prior disadvantage Service Recipient relative to the addition other Persons that receive a benefit as a result of such Omitted Service unless the Parties mutually agree otherwiseexpense.

Omitted Services. If, during the six sixty (660) month day period immediately following the date of this Agreement, either Party identifies a service that was provided in connection with the Neuroscience New Ironwood Pharmaceutical Business (other than those services expressly excluded hereunder) during the Prior Period, or which are reasonably anticipated as of the date FOIA Confidential Treatment Requested by Cyclerion Therapeutics, Inc. Pursuant to 17 CFR 200.83 hereof to be necessary to continue to support the Neuroscience New Ironwood Pharmaceutical Business during the Term, but such services were inadvertently omitted from the Transition Service Schedules list of Services in Schedule I hereto (each, to the extent included in the Services pursuant to this Section, an “Omitted Service”) and notifies the other Party thereof, then the Parties shall enter into good faith discussions as to whether such Omitted Service should be added as a Service hereunder, taking into account considerations such as whether the provision of such Service would be commercially reasonable from Service Provider’s perspective and whether the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided under this Agreement, then the Parties shall cooperate in preparing a Transition Service to amend Schedule I to add such Omitted Service as a Service; , provided that, notwithstanding anything to the contrary in this Agreement, Service Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service or if the provision of such Omitted Service would significantly disrupt the operation of its business. In the event that the Parties agree that a Service Provider should provide any such Omitted Service, the Parties shall execute a Transition Service amendments to Schedule I for such Omitted Service that will set forth, among other things, (a) the time period during which such Omitted Service will be provided, (b) a description of such Omitted Service in reasonable detail, (c) primary points of contact for each of the Parties with respect to the Service, (d) any costs Internal Costs or One-Time Costs related to such Omitted Service and agreed upon by the Parties, Parties and (e) any additional terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the Parties as reflected in such Transition Service Schedulean amendment to Schedule I being duly executed and delivered by each Party. Notwithstanding the foregoing, the time period for any such Omitted Service will expire not later than the expiration of the Term as calculated prior to the addition of such Omitted Service unless the Parties mutually agree otherwise.

Omitted Services. IfThe Parties each have used commercially reasonable efforts to identify and describe the Scheduled Services. However, the Parties acknowledge and agree that there may be services that are not identified on Schedule 1 that (a) were provided by Advisor and/or any of its Affiliates to NHI, NHI OP and/or any of their respective subsidiaries as of the Effective Date, (b) had been performed by the employees of the Advisor or any of its Affiliates that are not Transferred Employees or provided pursuant to contracts to which Advisor or any of its Affiliates is a party or using assets owned by Advisor or any of its Affiliates, and (c) are reasonably necessary to operate the business of NHI, NHI OP and their respective subsidiaries in the manner it was conducted during the Look-Back Period (collectively, the “Omitted Services”). At any time during the sixty (60) day period immediately following the Effective Date, NHI and/or NHI OP may provide written notice to Advisor requesting such Omitted Services setting forth in reasonable detail a description of the requested Omitted Service(s), the proposed start date or dates and the proposed Service Term(s). The Parties agree to cooperate and negotiate in good faith using reasonable efforts in order to come to an agreement regarding the provision of Omitted Services with respect to (i) the nature and description of such Omitted Service, which shall be consistent with the descriptions of the Scheduled Services set forth on Schedule 1 (to the extent applicable to such Omitted Service), (ii) the Service Term for such Omitted Service, and (iii) the Service Fees for such Omitted Service, which shall be determined using the same methodology used to determine the Service Fees for the other Scheduled Services; provided, however, that if, after cooperating and negotiating in good faith using reasonable efforts, the Parties cannot agree on the Service Term(s) of the Omitted Service(s), such service(s) shall be provided until the six (6) month period immediately following the date of this Agreement, either Party identifies a service that was provided in connection with the Neuroscience Business (other than those services expressly excluded hereunder) during the Prior Period, or which are reasonably anticipated as anniversary of the date hereof to be necessary to continue to support the Neuroscience Business during the Term, but such services were inadvertently omitted from the Transition Service Schedules (each, to the extent included in the Services pursuant to this Section, an “Omitted Service”) and notifies the other Party thereof, then the Parties shall enter into good faith discussions as to whether such Omitted Service should be added as a Service hereunder, taking into account considerations such as whether the provision of such Service would be commercially reasonable from Service Provider’s perspective and whether the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided under this Agreement, then the Parties shall cooperate in preparing a Transition Service Schedule to add such Omitted Service as a Service; provided that, notwithstanding anything to the contrary in this Agreement, Service Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service or if the provision of such Omitted Service would significantly disrupt the operation of its businessEffective Date. In the event that the Parties agree that a Service Provider should provide any to such Omitted Serviceterms, the Parties shall execute a Transition Service will enter into an amendment to this Agreement amending Schedule for 1 to reflect such Omitted Service that will set forth, among other things, (a) on the time period during which such Omitted Service will be provided, (b) a description of such Omitted Service in reasonable detail, (c) primary points of contact for each of terms agreed between the Parties with respect pursuant to the Service, (d) any costs related to such Omitted Service and agreed upon by the Partiesthis Section 2.1.5), and (e) any additional terms and conditions specific to such Omitted Service. A Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement be deemed to be part of this Agreement and shall be deemed one of the Parties as reflected in such Transition Service Schedule. Notwithstanding “Scheduled Services” hereunder from and after the foregoing, the time period for any such Omitted Service will expire not later than the expiration of the Term as calculated prior to the addition date of such Omitted Service unless the Parties mutually agree otherwiseamendment.

Omitted Services. IfIf at any time after the Closing Date, during the six (6) month period immediately following the date Buyer becomes aware of this Agreement, either Party identifies a any service that was is not a Scheduled Service (i) that had been provided by a Service Provider, in connection with the Neuroscience Business (other than those services expressly excluded hereunder) during the Prior Period, whole or which are reasonably anticipated as of the date hereof to be necessary to continue to support the Neuroscience Business during the Term, but such services were inadvertently omitted from the Transition Service Schedules (eachin part, to the extent included Business in the period of time during the twelve (12) months prior to the execution of the SPA (the “Signing Date”), (unless such service was terminated in the normal course of business prior to the Closing Date) and (ii) that is (A) reasonably necessary to conduct the Business or (B) reasonably necessary for Buyer to satisfy its obligations under the SPA, the Administrative Services pursuant to this SectionAgreement or any of the other Transaction Agreements (each, an “Omitted Service”) and notifies the other Party thereof), then Buyer shall provide written notice thereof to Seller’s Transition Manager: (w) within 100 days after the Parties shall enter into good faith discussions as to whether date hereof, or (x) for an Omitted Service that has historically been provided on a quarterly basis, promptly after discovering the need for such Omitted Service should and in no event later than thirty (30) days from the end of the first full quarterly period after the date hereof to which such Omitted Service is related, or (y) for an Omitted Service that has historically been provided on an annual basis, promptly after discovering the need for such Omitted Service and in no event later than ninety (90) days from the end of the first relevant annual period after the date hereof to which such Omitted Service is related. If such notice is provided, (a) Seller shall cause the Omitted Service to begin to be added as provided to Buyer and/or its Affiliates within a commercially reasonable period of time under the circumstances after receipt of such notice, (b) such Omitted Service hereundershall be deemed to be a Scheduled Service, taking into account considerations (c) Schedules 1(a)-(f) shall be deemed amended to include such as whether Omitted Service, and (d) such Omitted Service shall be provided in accordance with the terms and conditions of this Agreement. With respect to an Omitted Service qualifying under Section 2.1.5(i) that becomes a Scheduled Service included in Schedules 1(a)-(f), Buyer shall pay an amount commensurate with the Service Fees set forth in Schedules 1(a)-(f) for similar Scheduled Services, to the extent such similar Scheduled Services exist, and Schedules 1(a)-(f) shall be amended accordingly to include such amount. For an Omitted Service qualifying under Section 2.1.5(ii) that becomes a Scheduled Service included in Schedules 1(a)-(f), or an Omitted Service for which there is no similar Scheduled Service in Schedules 1(a)-(f), Seller shall determine in good faith the amounts payable by Buyer based on the Service Fees set forth in Schedules 1(a)-(f) and provide notice of such amounts to Buyer; provided, that upon such notice, Buyer shall in its sole discretion have the right to accept or reject the provision of such Service would be commercially reasonable from Service Provider’s perspective and whether the Omitted Service can be obtained from a provider other than the Service Provider at comparable or lower expense. If the Parties determine that an Omitted Service will be provided under this Agreement, then the Parties shall cooperate in preparing a Transition Service Schedule to add such Omitted Service as a Service; provided that, notwithstanding anything to the contrary in this Agreement, Service Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service or if the provision of such Omitted Service would significantly disrupt the operation of its businessservice. In the event that the Receiving Party requests that the Providing Party provide additional services that are not Omitted Services (“Additional Services”), the Providing Party shall consider such request in good faith and if it decides it is willing to provide or to cause one of its Affiliates to provide such Additional Services, in the Providing Party’s reasonable discretion, the Parties shall negotiate in good faith to agree on the terms upon which the Providing Party would provide such Additional Services and the amounts payable by Buyer for such Additional Services. In the event that a Service Provider should the Providing Party agrees to provide any such Omitted Additional Service, the Parties will enter into an amendment to this Agreement amending Schedules 1(a)-(f) to reflect such Additional Service, and such Additional Service shall execute a Transition Service Schedule for such Omitted Service that will set forth, among other things, (a) be deemed to be part of this Agreement and the time period during which such Omitted Service will be provided, (b) a description Scheduled Services from and after the date of such Omitted Service in reasonable detail, (c) primary points amendment. The foregoing obligations of contact for each of the Parties Seller with respect to the Service, (d) any costs related to such an Omitted Service and agreed upon by the Parties, and (e) any additional terms and conditions specific to such Omitted Service. A or an Additional Service Provider’s obligations shall not apply with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the Parties as reflected services that are excluded services set forth in such Transition Service Schedule. Notwithstanding the foregoing, the time period for any such Omitted Service will expire not later than the expiration of the Term as calculated prior to the addition of such Omitted Service unless the Parties mutually agree otherwiseSchedule 1(h) hereto.