MEDICINES CO /DE filed this form 8-K on 4 Dec 2017
further covenants and agrees not to seek to assert or to exercise any rights or claims of the Business or the Transferred Group under or in respect of any past or current insurance policy, program or self-insurance program under which the Business, any member of the Transferred Group or Affiliate thereof is a named insured, other than under or in respect of any Transferred Entity Insurance Policy.
9.10. Director and Officer Indemnification. For a period of six (6) years after the Closing, Buyer shall not take or cause, or permit to be taken or caused by any Subsidiary or any of Buyer’s or its Subsidiaries’ Representatives, any action to alter or impair any exculpatory or indemnification provisions now existing in the Organizational Documents of any member of the Transferred Group for the benefit of any individual who served as a director or officer of any member of the Transferred Group at any time prior to the Closing Date, except for any changes that may be required to conform with changes in applicable Law and any changes that do not affect the application of such provisions to acts or omissions of such individuals prior to the Closing Date.
9.11. Resignations. Effective upon the Closing, unless otherwise requested by Buyer in writing, Seller Parent shall cause all of its own employees, directors and attorneys and all of its Subsidiaries’ employees, directors and attorneys to resign from the boards of directors of the entities comprising the Transferred Group and from all positions as executive officers of the entities comprising the Transferred Group.
9.12. Contingent Payment Contracts. Effective upon the Closing, Buyer shall assume, discharge and comply with all covenants, obligations and Liabilities of Seller Parent or any of its Affiliates under the Contingent Payment Contracts (other than to the extent such Liabilities arise out of or relate to the matters described in clause (a) below), including, without limitation: (a) the Rempex Merger Agreement as defined in Schedule 1.1(d) (it being understood that Buyer shall take all actions, use all efforts and pay any remaining Milestone Payments (as defined therein) required by Section 2.6 thereof, but excluding, for the avoidance of doubt, any obligation to make Milestone Payments in respect of Milestone #s 6 (subject to Section 6.5),13, 14, 15, 16 and 17 which relate to the Excluded Business or Retained Business), (b) the Targanta Merger Agreement and Targanta Contingent Payment Rights Agreement, in each case as defined in Schedule 1.1(d) (it being understood that Buyer shall (i) make any remaining payments required by Section 2.4 of the Targanta Contingent Payment Rights Agreement and (ii) enter into an amendment to the Targanta Contingent Payment Rights Agreement evidencing Buyer’s succession to, and assumption of, the covenants of Seller Parent in the Targanta Contingent Payment Rights Agreement), (c) the Lilly License Agreement and the Intellectual Property Assignment Agreement, in each case as defined in Schedule 1.1(d) (it being understood that Buyer shall take all actions and use all efforts required by Section 7.3 of the Lilly License Agreement and make any remaining milestone and royalty payments required by Sections 3.1 and 3.2 of the Lilly License Agreement) and (d) the Theravance License Agreement as defined in Schedule 1.1(d) (it being understood that Buyer shall make any remaining royalty payments and one-time payments required by Section 2.1 and Section 2.3 thereof).
9.13. No Waiver of Transfer Restrictions. From the date hereof until May 31, 2018, Buyer shall not, nor shall it allow any of its Controlled Affiliates to, waive any lock-up provisions or other restrictions on transfer, in each case in existence as of the date hereof, applicable to any Buyer