TRANSITION SERVICES AGREEMENT
TRANSITION SERVICES AGREEMENT (this Agreement) dated as of February 23, 2018 (the Effective Date), between MEDIMMUNE, LLC, a Delaware limited liability company (AZ), and Viela Bio, Inc., a Delaware corporation (Spinco). AZ and Spinco are sometimes referred to herein individually as a Party and collectively as the Parties.
WHEREAS, AZ, MedImmune Limited, Astrazeneca Collaboration Ventures LLC and Spinco are parties to that certain Asset Purchase Agreement, dated as of February 23, 2018 (the APA), pursuant to which AZ has agreed to sell, or to procure the sale of, the Acquired Assets (as defined in the APA) to Spinco on the terms and subject to the conditions specified therein; and
WHEREAS, as part of the APA, as an accommodation to Spinco, AZ has agreed to perform certain Services for certain periods after the Effective Date for the benefit of Spinco with respect to Spincos use and operation of the Acquired Assets on the terms and subject to the conditions contained herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth and set forth in the APA and the other Transaction Agreements (as defined in the APA), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree as follows:
1.1 Certain Defined Terms. Unless otherwise specifically provided herein, capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed thereto in the APA. As used herein, the following terms have the following meanings.
AZ-Related Losses means any Losses to the extent such Losses are caused by (a) the gross negligence or willful or intentional misconduct of AZ or any of its Affiliates or subcontractors in connection with or (b) any material breach by AZ or any of its Affiliates or subcontractors of, this Agreement.
Calendar Year means each successive period of 12 calendar months commencing on January 1 and ending on December 31, except that the first Calendar Year of the Transition Period shall commence on the Effective Date and end on December 31 of the year in which the Effective Date occurs and the last Calendar Year of the Transition Period shall commence on January 1 of the year in which the Transition Period ends and end on the last day of the Transition Period.
Excluded Services means all services not specifically covered by Schedule 2.1.
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED