CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL.
TRANSITION SERVICES AGREEMENT
This TRANSITION SERVICES AGREEMENT (this Agreement), dated as May 11, 2020, between Boston Scientific Corporation, a Delaware corporation, on behalf of itself and the other Sellers (as defined in the Purchase Agreement) (collectively, Seller), and Minerva Surgical, Inc., a Delaware corporation, on behalf of itself and its Affiliates (Buyer).
W I T N E S S E T H:
WHEREAS, Buyer, Seller, and the other parties named therein have entered into a certain Asset Purchase Agreement, dated as of April 28, 2020 (the Purchase Agreement) pursuant to which, on the Closing Date, Buyer or its Affiliates are purchasing from the Sellers (as defined in the Purchase Agreement) all of the Purchased Assets;
WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, Seller has agreed to provide, or procure the provision of, on the terms and conditions set out in this Agreement, the Seller Services to Buyer for a transitional period following completion of the sale of the Business pursuant to the Purchase Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Purchase Agreement, the Parties hereto agree as follows:
1.1 Certain Definitions. Unless otherwise defined in this Agreement, capitalized terms used herein shall have the meanings given to them in the Purchase Agreement. The following capitalized terms as used in this Agreement shall have the meanings set forth in this Section 1.1:
Books, Records and Files means any studies, reports, records (including shipping records), books of account, invoices, contracts, instruments, surveys, data (including financial, sales, purchasing and operating data), computer data, disks, diskettes, tapes, marketing plans, customer lists, supplier lists, distributor lists, correspondence and other documents.
Confidential Information means any and all information disclosed by or on behalf of a Party or any of its Representatives (Disclosing Party) to the other Party or any of its Representatives (Receiving Party) under or in connection with this Agreement, except information which is: (i) at the time of disclosure, or thereafter becomes, a part of the public domain through no act or omission by Receiving Party or its Representatives; (ii) lawfully in the possession of Receiving Party prior to disclosure by or on behalf of Disclosing Party as shown by Receiving Partys written records (other than by virtue of being a Purchased Asset); (iii) lawfully disclosed to Receiving Party by a third party which did not acquire the same under an obligation of confidentiality from or through Disclosing Party, as shown by written records; or (iv) independently developed by Receiving Party without use of Disclosing Partys Confidential Information as shown by Receiving Partys written records.
Law means, with respect to any Person, any United States federal, state, local or foreign statute, law, ordinance, treaty, regulation, rule, code, order, directive, settlement agreement, consent decree or other requirement or rule of law that is binding upon or applicable to such Person.
Parties shall be defined as Buyer and Seller.
Representatives means a Persons employees, officers, directors, Affiliates, subcontractors, agents, successors and assigns.
Section means a section of this Agreement, unless the context of this Agreement otherwise requires.