8-K
MEDICINES CO /DE filed this form 8-K on 4 Dec 2017
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(xii)    the Transferred Entity Insurance Policies;
(xiii)    those assets listed on Schedule 2.1(b)(xiii); and
(xiv)    any other asset, property or right of Seller Parent and its Subsidiaries, whether real or personal, tangible or intangible, primarily related to or used primarily in connection with the Business,
in each case set forth in this Section 2.1(b), only to the extent such items are not already transferred by way of the sale of the Transferred Shares.
2.2.    Excluded Assets. Notwithstanding anything to the contrary in this Agreement, Sellers shall not grant, sell, transfer, convey, assign or deliver, and Buyer shall not, nor shall Buyer have any right to, purchase, accept or otherwise acquire, any right, title or interest in any of the following assets, properties, rights or interests of Sellers or any of Sellers’ Affiliates, which are expressly excluded from the Transferred Assets and are not to be acquired by Buyer pursuant to this Agreement (the “Excluded Assets”):
(a)    any assets, properties, rights or interests primarily related to the Retained Business, including the Retained Products;
(b)    any assets, properties, rights or interests primarily related to the Excluded Business (including materials, prototypes, tools, supplies, vehicles, furniture, fixtures, information technology assets, improvements to property and other tangible assets located at the Business Leased Real Property);
(c)    any Shared Contracts;
(d)    rights of Sellers arising under this Agreement or the Ancillary Agreements or from the consummation of the Transactions;
(e)    all Tax refunds, credits, offsets, recoveries and similar benefits related to the Transferred Assets for a Pre-Closing Tax Period or relating to the other Excluded Assets for all periods;
(f)    any wholesale supply agreement for pharmaceutical products;
(g)    cash, cash equivalents, bank deposits and marketable securities on hand and in transit of Sellers;
(h)    the corporate books and records of Seller Parent and its Subsidiaries (other than the Transferred Group);
(i)    the Business Leased Real Property (including without limitation the lease contracts relating thereto), and all rights, title and interest in, to and under all structures, facilities or improvements located thereon and all easements, licenses, rights and appurtenances related to the foregoing;

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