Common use of Shared Contracts Clause in Contracts

Shared Contracts. (a) Subject to Section 6.5(b) below, for a period of ninety (90) days following the Closing Date, Seller Parent shall, and shall cause its Subsidiaries to, reasonably cooperate with Buyer to the extent reasonably requested by Buyer to cause the counterparty to any Shared Contract material to the Business to enter into a new agreement with Buyer (or, at Buyer’s option, the Transferred Group, as appropriate) with respect to the matters addressed by such Shared Contract that are related to the Business; provided, that neither Seller Parent nor any of its Subsidiaries shall be required to compromise any right, asset or benefit or expend any amount or incur any liabilities or provide any other consideration in connection therewith. (b) With respect to the Shared Contract set forth on Schedule 6.5(b), for a period of one (1) year following the Closing Date, Buyer and Seller Parent shall, and shall cause their respective Subsidiaries to, reasonably cooperate with each other to the extent reasonably necessary to cause the counterparty to such Shared Contract to enter into a new agreement with Buyer (or, at Buyer’s option, the Transferred Group, as appropriate) with respect to the provisions of such contract that are related to Vabomere; provided, that neither Seller Parent nor any of its Subsidiaries shall be required to compromise any right, asset or benefit or expend any amount or incur any liabilities or provide any other consideration in connection therewith; provided, that, in the event that the counterparty to such Shared Contract enters into a new agreement with Buyer (or, at Buyer’s option, the Transferred Group, as appropriate) with respect to the provisions of such contract that are related to Vabomere, any remaining obligation to make the Milestone Payment in respect of Milestone #6 (as defined in the Rempex Merger Agreement as defined in Schedule 1.1(d)) shall, from and after the date of such agreement, be deemed an Assumed Liability hereunder.

Shared Contracts. Following the date hereof, the parties hereto shall use their commercially reasonable efforts to enter into or to grant, and to cause each third party counterparty to a Contract that directly benefit both (ax) Subject the Excluded Assets and (y) the Business including those set forth on Section 5.28 of the Disclosure Schedules (each a “Shared Contract”) to Section 6.5(b) belowenter into or to grant, for a period of ninety (90) days any new agreements, bifurcations or consents as are reasonably necessary to permit the Companies and their Subsidiaries and the Sellers and their Affiliates, as applicable, to, on an independent basis following the Closing, derive those benefits, and to assume any obligations and economic burdens related to such benefits, as each such Person derives from such Shared Contract immediately prior to the Closing. If, on the Closing Date, Seller Parent any such third party agreement or consent is not obtained, the Sellers and Purchaser shall, and Purchaser shall cause its the Companies and their Subsidiaries to, reasonably cooperate with Buyer (a) continue to the extent reasonably requested by Buyer to cause the counterparty to any Shared Contract material to the Business use commercially reasonable efforts to enter into a new agreement with Buyer (or, at Buyer’s option, the Transferred Group, as appropriate) with respect or to the matters addressed by such Shared Contract that are related to the Business; provided, that neither Seller Parent nor any of its Subsidiaries shall be required to compromise any right, asset or benefit or expend any amount or incur any liabilities or provide any other consideration in connection therewith. (b) With respect to the Shared Contract set forth on Schedule 6.5(b), for a period of one (1) year following the Closing Date, Buyer and Seller Parent shallgrant, and shall cause their respective Subsidiaries to, reasonably cooperate with each other to the extent reasonably necessary to cause the each third party counterparty to such a Shared Contract to enter into or to grant, any such new agreements, bifurcations or consents and (b) cooperate reasonably following the Closing in a new agreement with Buyer (or, at Buyer’s option, mutually acceptable arrangement under which the Transferred GroupCompanies and their Subsidiaries and the Sellers and their Affiliates, as appropriate) applicable, would, where commercially reasonable and in compliance with applicable Law, obtain the appropriate benefits and assume the related obligations and bear the related economic burdens in respect to of the provisions Shared Contracts, including by means of such contract that are related to Vabomere; providedsubcontracting, that neither Seller Parent nor any of its Subsidiaries shall be required to compromise any rightsublicensing or subleasing arrangements, asset or benefit or expend any amount or incur any liabilities or provide any other consideration in connection therewith; provided, that, in enforcement by the event that the counterparty party to such Shared Contract enters into a new agreement with Buyer for the benefit (orand at the expense) of each Company or any of their Subsidiaries, at Buyer’s option, the Transferred Group, as appropriate) with respect to the provisions of such contract that are related to Vabomere, or each Seller or any remaining obligation to make the Milestone Payment in respect of Milestone #6 or their Affiliates (as defined in the Rempex Merger Agreement as defined in Schedule 1.1(d)applicable) shall, from and after the date of such agreement, be deemed that is an Assumed Liability hereunderintended beneficiary thereof pursuant to this Section 5.28.

Shared Contracts. (a) Subject to Section 6.5(b) below, for a period of ninety (90) days following the Closing Date, Seller Parent shall, and shall cause its Subsidiaries to, reasonably cooperate with Buyer to the extent reasonably requested by Buyer to cause the counterparty to any Shared Contract material to the Business to enter into a new agreement with Buyer (or, at Buyer’s option, the Transferred Group, as appropriate) with respect to the matters addressed by such Shared Contract that are related to the Business; provided, that neither Seller Parent nor any of its Subsidiaries shall be required to compromise any right, asset or benefit or expend any amount or incur any liabilities or provide any other consideration in connection therewith. (b) With respect to the Shared Contract set forth on Schedule 6.5(b)Contracts, for a period the Seller, the Purchaser and their respective Affiliates shall be entitled to continue to derive benefits, and required to assume any obligations and economic burdens attributable to such benefits, following the Closing in accordance with the terms of one this Section 4.12. From the date hereof until the date that is twelve (112) year following months after the Closing Date, Buyer the Parties and Seller Parent shalltheir Affiliates shall use their Commercially Reasonable Efforts to enter into or to grant, and shall cause their respective Subsidiaries to, reasonably cooperate with each other to the extent reasonably necessary to cause the each third party counterparty to such a Shared Contract to enter into a or to grant, any such new agreement with Buyer agreements or consents as are reasonably necessary to permit the Seller and its Affiliates or the Purchaser and its Affiliates (or, at Buyer’s option, including the Transferred GroupEntities) to derive such benefits, as appropriate) with respect to and assume such obligations and economic burdens, on an independent basis following the provisions of such contract that are related to Vabomere; provided, that neither Seller Parent nor any of its Subsidiaries shall be required to compromise any right, asset or benefit or expend any amount or incur any liabilities or provide any other consideration in connection therewithClosing; provided, that, none of the Seller, the Purchaser or any of their respective Affiliates shall be required to offer or grant any financial or nonfinancial accommodation in the event connection therewith that the counterparty granting Party in its reasonable judgement determines would be material. If, on the Closing Date, any such third party agreement or consent is not obtained, the Seller and the Purchaser shall cooperate in a mutually acceptable arrangement under which the Seller and its Affiliates or the Purchaser and its Affiliates (including the Transferred Entities) would, in compliance with Law, obtain the appropriate benefits and assume the related obligations and bear the related economic burdens in respect of such Shared Contracts, including by means of subcontracting, sublicensing or subleasing arrangements, or enforcement by the party to such Shared Contract enters into a new agreement with Buyer for the benefit (or, and at Buyer’s option, the Transferred Group, as appropriateexpense) with respect to of the provisions other Party or any of such contract that are related to Vabomere, any remaining obligation to make the Milestone Payment in respect of Milestone #6 its Affiliates (as defined in the Rempex Merger Agreement as defined in Schedule 1.1(d)applicable) shall, from and after the date of such agreement, be deemed that is an Assumed Liability hereunderintended beneficiary thereof pursuant to this Section 4.12.

Shared Contracts. (a) Subject to Section 6.5(b) below, for a period of ninety (90) days following the Closing Date, Seller Parent shall, and shall cause its Subsidiaries to, reasonably cooperate with Buyer to the extent reasonably requested by Buyer to cause the counterparty to any Shared Contract material to the Business to enter into a new agreement with Buyer (or, at Buyer’s option, the Transferred Group, as appropriate) with respect to the matters addressed by such Shared Contract that are related to the Business; provided, that neither Seller Parent nor any of its Subsidiaries shall be required to compromise any right, asset or benefit or expend any amount or incur any liabilities or provide any other consideration in connection therewith. (b) With respect to the Shared Contract contracts set forth on Schedule 6.5(b1.7 and any other Material Shared Contract identified after the date hereof and prior to the one (1) year anniversary of the Closing Date or Local Closing Date, as applicable (the “Shared Contracts”), following the Original Execution Date and for a period of one (1) year following the Closing Date or the Local Closing Date, as applicable, PKI shall, and shall cause its respective Affiliates to, use their reasonable best efforts (and, if necessary and desirable, to engage with the third party to each Shared Contract) and, if requested by PKI, and to the extent permitted by applicable Law, Buyer shall reasonably cooperate with PKI, in an effort to divide, partially assign, partially novate, modify, sub-lease, sub-license, and/or replicate (in whole or in part), in a form reasonably acceptable to Buyer, the respective rights and Seller Parent obligations under and in respect of any Shared Contract, such that (a) Buyer, or one or more of its Affiliates, including the Acquired Companies from and after the Closing or the Local Closing, as applicable (collectively, the “Buyer Group”), is the beneficiary of the rights and is responsible for and assumes the obligations and liabilities related to that portion of such Shared Contract relating to the Business and (b) PKI, or one or more of its Affiliates, excluding the Acquired Companies from and after the Closing or the Local Closing, as applicable (collectively, the “PKI Group”), is the beneficiary of the rights and is responsible for and retains the obligations and liabilities related to that portion of such Shared Contract relating to any business conducted by the PKI Group other than the Business (the “Retained Business”), in each case, on terms and conditions which, in the aggregate, are comparable to those of such Shared Contract prior to separation (unless otherwise agreed to by PKI and Buyer). If PKI, or its Affiliates, do not or are not able to (or until they are able to) enter into an arrangement to formally divide, partially assign, partially novate, modify, sub-lease, sublicense and/or replicate such Shared Contract as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Subsidiaries Affiliates to, reasonably cooperate with each other in any lawful arrangement to provide that a member of the extent reasonably necessary to cause Buyer Group shall receive the counterparty to interest in the benefits and assume the obligations of the portions of such Shared Contract to enter into a new agreement with Buyer (or, at Buyer’s option, the Transferred Group, as appropriate) with respect which relate to the provisions Business and a member of the PKI Group shall receive the interest in the benefits and retain the obligations of the portions of such contract that are related Shared Contract which relate to Vabomerethe Retained Business; provided, that neither Seller Parent nor any of its Subsidiaries however, that, except as specifically provided in the Transition Services Agreement (including the schedules thereto), no Party shall be required to extend, modify, revise or amend any provision of any of the Shared Contracts or expend any money, incur any liability or compromise any right, asset or benefit or expend take any amount action in furtherance of this Section 1.7 that would require the expenditure of money, incurrence of any liability or incur compromise of any liabilities right, asset or provide any benefit (other consideration than in accordance with the applicable Shared Contract) in connection therewith; provided. For purposes of this Agreement, that“Material Shared Contract” means any material contract or agreement, in the event that the counterparty to such Shared Contract enters into a new agreement with Buyer including maintenance and service agreements, joint venture agreements, purchase commitments for materials and other services, advertising and promotional agreements, non-disclosure and confidentiality agreements, personal property leases, real property leases, collective bargaining agreements (or, at Buyer’s option, the Transferred Group, as appropriate) with respect to the provisions of such contract that are related to Vabomereextent assignable) and other agreements, any remaining obligation to make the Milestone Payment including all rights in respect of Milestone #6 non-performance or breach thereof, that benefits or otherwise includes rights, interests and/or obligations relating to both (as defined in x) any Acquired Assets, Acquired Companies or the Rempex Merger Agreement as defined in Schedule 1.1(dBusiness, on the one hand and (y) any Excluded Assets, PKI or any of this Affiliates (other than any Acquired Company) or any Retained Business, on the other hand (but excluding, for the avoidance of doubt, any Excluded Assets)) shall, from and after the date of such agreement, be deemed an Assumed Liability hereunder.

Shared Contracts. Following the date hereof, unless Buyer and Seller mutually agree otherwise with respect to a Shared Contract, the parties shall use their commercially reasonable efforts to enter into or to grant, and to cause each third-party counterparty to any contract that directly benefits both the Excluded Assets and Business, as set forth on Section 7.7 of the Disclosure Schedules (aeach a “Shared Contract”), to enter into or to grant, any new agreements, B▇▇▇, bifurcations or consents as are reasonably necessary to permit Buyer and its Affiliates (on behalf of the Business) Subject and Seller and its Affiliates, as applicable, to, on an independent basis following the Closing, derive those benefits, and to Section 6.5(b) belowassume any obligations and economic burdens related to such benefits, for a period of ninety as each such Person derives from such Shared Contract immediately prior to the Closing (90) days following as nearly as reasonably possible). If, on the Closing Date, any such third-party agreement, BAA or consent is not obtained, Seller Parent shall, and Buyer shall cause its Subsidiaries to, reasonably cooperate with Buyer (i) continue to use commercially reasonable efforts following the extent reasonably requested by Buyer to cause the counterparty to any Shared Contract material to the Business Closing to enter into a new agreement with Buyer (or, at Buyer’s option, the Transferred Group, as appropriate) with respect or to the matters addressed by such Shared Contract that are related to the Business; provided, that neither Seller Parent nor any of its Subsidiaries shall be required to compromise any right, asset or benefit or expend any amount or incur any liabilities or provide any other consideration in connection therewith. (b) With respect to the Shared Contract set forth on Schedule 6.5(b), for a period of one (1) year following the Closing Date, Buyer and Seller Parent shallgrant, and shall cause their respective Subsidiaries to, reasonably cooperate with each other to the extent reasonably necessary to cause the each third-party counterparty to such a Shared Contract to enter into or to grant, any such new agreements, B▇▇▇, bifurcations or consents and (ii) cooperate reasonably following the Closing to reach a new agreement mutually acceptable arrangement under which Buyer and its Affiliates would, where commercially reasonable and in compliance with Buyer (orapplicable Law, at Buyer’s optionobtain the appropriate benefits and assume the related obligations and bear the related economic burdens in respect of the Shared Contracts, including by means of subcontracting, sublicensing or subleasing arrangements, entering into B▇▇▇ or enforcement by the Transferred Group, as appropriate) with respect to the provisions of such contract that are related to Vabomere; provided, that neither Seller Parent nor any of its Subsidiaries shall be required to compromise any right, asset or benefit or expend any amount or incur any liabilities or provide any other consideration in connection therewith; provided, that, in the event that the counterparty party to such Shared Contract enters into a new agreement with for the benefit (and at such party’s own expense) of Buyer (or, at Buyer’s option, the Transferred Group, as appropriate) with respect to the provisions or any of such contract that are related to Vabomere, its Affiliates or Seller or any remaining obligation to make the Milestone Payment in respect of Milestone #6 its Affiliates (as defined in the Rempex Merger Agreement as defined in Schedule 1.1(d)applicable) shall, from and after the date of such agreement, be deemed that is an Assumed Liability hereunderintended beneficiary thereof pursuant to this Section 7.7.

Shared Contracts. (a) Subject Prior to Section 6.5(b) belowthe Closing, for a period of ninety (90) days following the Closing Date, Seller Parent shall, and shall cause its Subsidiaries to, Parties agree to reasonably cooperate with Buyer to the extent reasonably requested by Buyer to cause the counterparty to any Shared Contract material to the Business and use their commercially reasonable efforts to enter into or to grant, and to cause each third party counterparty to, or Governmental Authority that issued, a new agreement with Buyer (or, at Buyer’s option, the Transferred Group, as appropriate) with respect to the matters addressed by such Shared Contract that are related to the Business; provided, that neither Seller Parent nor any of its Subsidiaries shall be required to compromise any right, asset or benefit or expend any amount or incur any liabilities or provide any other consideration in connection therewith. (b) With respect to the Shared Contract set forth on Schedule 6.5(b)4.16(b) to enter into or to grant, any new agreements, bifurcations or consents as are reasonably necessary to permit the Companies, the Seller and their respective Affiliates to, on an independent basis following the Closing, derive those benefits, and to assume any obligations and economic burdens related to such benefits, as each such Person derives from such Shared Contract immediately prior to the Closing. (b) If, on the Closing Date, any such third party or Governmental Authority agreement, bifurcation or consent is not obtained, the Parties shall, for a period of one (1) year following two years from the Closing Date, Buyer and Seller Parent shall(i) continue to use commercially reasonable efforts to enter into or to grant, and shall cause their respective Subsidiaries to, reasonably cooperate with each other to the extent reasonably necessary to cause the each third party counterparty or Governmental Authority to such Shared Contract to enter into or to grant, any such new agreements, bifurcations or consents and (ii) cooperate reasonably following the Closing in a new agreement with Buyer (or, at Buyer’s optionmutually acceptable arrangement under which the Companies, the Transferred GroupSeller and their respective Affiliates would, as appropriate) where commercially reasonable and in compliance with applicable Law, obtain the appropriate benefits and assume the related obligations and bear the related economic burdens in respect to the provisions of such contract that are related to Vabomere; providedShared Contract, that neither Seller Parent nor any including by means of its Subsidiaries shall be required to compromise any rightsubcontracting, asset sublicensing or benefit subleasing arrangements, or expend any amount or incur any liabilities or provide any other consideration in connection therewith; provided, that, in enforcement by the event that the counterparty party to such Shared Contract enters into a new agreement with Buyer for the benefit (or, and at the expense) of the Buyer’s option, the Transferred GroupSeller or any of their respective Affiliates, as appropriate) with respect applicable, that is an intended beneficiary thereof pursuant to this Section 7.9. From and after the second anniversary of the Closing Date, none of the parties hereto nor any of their respective Affiliates shall have any further obligation to the provisions other parties hereto or any of such contract that are related to Vabomere, any remaining obligation to make the Milestone Payment their respective Affiliates in respect of Milestone #6 (as defined in the Rempex Merger Agreement as defined in Schedule 1.1(d)) shall, from and after the date of such agreement, be deemed an Assumed Liability hereunderany Shared Contract.

Shared Contracts. With respect to the Shared Contracts, the parties agree that the Company and its Affiliates, and the Acquiror and its Affiliates, respectively, shall be entitled to continue to derive benefits, and required to assume any obligations and economic burdens related to such benefits, following the Closing. From the date hereof until the date that is eighteen (a18) Subject to Section 6.5(b) below, for a period of ninety (90) days following months after the Closing Date, Seller Parent shall, and the parties hereto shall cause its Subsidiaries to, reasonably cooperate with Buyer to the extent reasonably requested by Buyer to cause the counterparty to any Shared Contract material to the Business use their commercially reasonable efforts to enter into or to grant, and to cause each third party counterparty to a Shared Contract to enter into or to grant, any such new agreement with Buyer (or, at Buyer’s option, agreements or consents as are reasonably necessary to permit the Transferred GroupCompany and its Affiliates or the Acquiror and its Affiliates, as appropriate) with respect applicable, to derive such benefits, and assume such obligations and economic burdens, on an independent basis following the matters addressed by such Shared Contract that are related to the BusinessClosing; provided, that neither Seller Parent nor the Company, the Acquiror or any of its Subsidiaries their respective Affiliates shall be required to compromise offer or grant any right, asset or benefit or expend any amount or incur any liabilities or provide any other consideration non-financial accommodation in connection therewith. (b) With respect to the Shared Contract set forth . If, on Schedule 6.5(b), for a period of one (1) year following the Closing Date, Buyer any such third party agreement or consent is not obtained, the Company and Seller Parent the Acquiror shall, and the Company shall cause the other Sellers to, cooperate in a mutually acceptable arrangement under which the Sellers and their respective Subsidiaries toAffiliates or the Acquiror and its Affiliates, reasonably cooperate as applicable, would, in compliance with each other to Law, obtain the extent reasonably necessary to cause appropriate benefits and assume the counterparty related obligations and bear the related economic burdens in respect of such Shared Contracts, including by means of subcontracting, sublicensing or subleasing arrangements, or enforcement by the party to such Shared Contract to enter into a new agreement with Buyer for the benefit (or, and at Buyer’s option, the Transferred Group, as appropriateexpense) with respect to of the provisions of such contract that are related to Vabomere; provided, that neither Seller Parent nor other party or any of its Subsidiaries shall be required to compromise any right, asset or benefit or expend any amount or incur any liabilities or provide any other consideration in connection therewith; provided, that, in the event that the counterparty to such Shared Contract enters into a new agreement with Buyer (or, at Buyer’s option, the Transferred Group, as appropriate) with respect to the provisions of such contract that are related to Vabomere, any remaining obligation to make the Milestone Payment in respect of Milestone #6 Affiliates (as defined in the Rempex Merger Agreement as defined in Schedule 1.1(d)applicable) shall, from and after the date of such agreement, be deemed that is an Assumed Liability hereunderintended beneficiary thereof pursuant to this Section 5.12.

Shared Contracts. Section 5.14 of the Disclosure Letter sets forth the Assumed Contracts pursuant to which the parties agree that the Sellers and their respective Affiliates (aother than the Company and the Transferred Entities) Subject shall be entitled to Section 6.5(b) belowcontinue to derive benefits, for a period of ninety (90) days and required to assume any obligations and economic burdens related to such benefits, following the Closing Date, Seller Parent shall, and (the “Assumed Shared Contracts”). The parties hereto shall cause its Subsidiaries to, reasonably cooperate with Buyer to the extent reasonably requested by Buyer to cause the counterparty to any Shared Contract material to the Business use their commercially reasonable efforts to enter into a new agreement with Buyer (or, at Buyer’s option, the Transferred Group, as appropriate) with respect or to the matters addressed by such Shared Contract that are related to the Business; provided, that neither Seller Parent nor any of its Subsidiaries shall be required to compromise any right, asset or benefit or expend any amount or incur any liabilities or provide any other consideration in connection therewith. (b) With respect to the Shared Contract set forth on Schedule 6.5(b), for a period of one (1) year following the Closing Date, Buyer and Seller Parent shallgrant, and shall cause their respective Subsidiaries to, reasonably cooperate with each other to the extent reasonably necessary to cause the each third party counterparty to such an Assumed Shared Contract to enter into a or to grant, any such new agreements or consents as are reasonably necessary to permit the Seller and their respective Affiliates (other than the Company and the Transferred Entities) to derive such benefits, and assume such obligations and economic burdens, on an independent basis following the Closing. If, on the Closing Date, any such third party agreement with Buyer (or, at Buyer’s optionor consent is not obtained, the Sellers and the Acquiror shall cooperate in a mutually acceptable arrangement under which the Sellers and their respective Affiliates (other than the Company and the Transferred GroupEntities) would, as appropriate) in compliance with Law, obtain the appropriate benefits and assume the related obligations and bear the related economic burdens in respect to the provisions of such contract Assumed Shared Contracts, including by means of subcontracting, sublicensing or subleasing arrangements, or enforcement by the party to such Assumed Shared Contract that are related to Vabomere; provided, that neither Seller Parent nor the Acquiror or any of its Subsidiaries shall be required to compromise any right, asset or benefit or expend any amount or incur any liabilities or provide any other consideration in connection therewith; provided, that, in the event that the counterparty to such Shared Contract enters into a new agreement with Buyer (or, at Buyer’s option, the Transferred Group, as appropriate) with respect to the provisions of such contract that are related to Vabomere, any remaining obligation to make the Milestone Payment in respect of Milestone #6 Affiliates (as defined in applicable), for the Rempex Merger Agreement benefit (and at the expense) of the Seller or any its Affiliates (as defined in Schedule 1.1(d)applicable) shall, from and after the date of such agreement, be deemed that is an Assumed Liability hereunderintended beneficiary thereof pursuant to this Section 5.14.

Shared Contracts. Following the date hereof, the parties hereto shall use their commercially reasonable efforts to enter into or to grant, and to cause each third party counterparty to a Contract set forth on Section 5.14 of the Disclosure Schedule (aeach a “Shared Contract”) Subject to Section 6.5(b) belowenter into or to grant, any new agreements, bifurcations or consents as are reasonably necessary to permit the Companies and the Company Subsidiaries and the Sellers and their Affiliates, as applicable, to, on an independent basis following the Closing, derive those benefits, and to assume any obligations and economic burdens related to such benefits, as each such Person derives from such Shared Contract immediately prior to the Closing. If, on the Closing Date, any such third party agreement or consent is not obtained, the Sellers and the Purchaser shall, and the Purchaser shall cause the Companies and the Company Subsidiaries to, for a period of ninety twenty-four (9024) days months following the Closing DateClosing, Seller Parent shall, and shall cause its Subsidiaries to, reasonably cooperate with Buyer (a) continue to the extent reasonably requested by Buyer to cause the counterparty to any Shared Contract material to the Business use commercially reasonable efforts to enter into a new agreement with Buyer (or, at Buyer’s option, the Transferred Group, as appropriate) with respect or to the matters addressed by such Shared Contract that are related to the Business; provided, that neither Seller Parent nor any of its Subsidiaries shall be required to compromise any right, asset or benefit or expend any amount or incur any liabilities or provide any other consideration in connection therewith. (b) With respect to the Shared Contract set forth on Schedule 6.5(b), for a period of one (1) year following the Closing Date, Buyer and Seller Parent shallgrant, and shall cause their respective Subsidiaries to, reasonably cooperate with each other to the extent reasonably necessary to cause the each third party counterparty to such a Shared Contract to enter into or to grant, any such new agreements, bifurcations or consents and (b) cooperate reasonably following the Closing in a new agreement with Buyer (or, at Buyer’s option, mutually acceptable arrangement under which the Transferred GroupCompanies and the Company Subsidiaries and the Sellers and their Affiliates, as appropriate) applicable, would, where commercially reasonable and in compliance with applicable Law, obtain the appropriate benefits and assume the related obligations and bear the related economic burdens in respect to of the provisions Shared Contracts, including by means of such contract that are related to Vabomere; providedsubcontracting, that neither Seller Parent nor any of its Subsidiaries shall be required to compromise any rightsublicensing or subleasing arrangements, asset or benefit or expend any amount or incur any liabilities or provide any other consideration in connection therewith; provided, that, in enforcement by the event that the counterparty party to such Shared Contract enters into for the benefit (and at the expense) of each Company, Company Subsidiary, Seller or Affiliate of a new agreement with Buyer Seller (oras applicable) that is an intended beneficiary thereof pursuant to this Section 5.14. Following the twenty-four (24) month anniversary of the Closing Date, at Buyer’s option, none of the Transferred Group, as appropriate) with respect parties hereto nor any of their respective Affiliates shall have any further obligation to the provisions other parties hereto or any of such contract that are related to Vabomere, any remaining obligation to make the Milestone Payment their respective Affiliates in respect of Milestone #6 (as defined in the Rempex Merger Agreement as defined in Schedule 1.1(d)) shall, from and after the date of such agreement, be deemed an Assumed Liability hereunderany Shared Contract.