Development Wind-Down or Transition Clause Samples
The Development Wind-Down or Transition clause outlines the procedures and responsibilities for concluding or transferring ongoing development activities at the end of a project or contract. Typically, this clause specifies how unfinished work will be handled, the transfer of project materials or intellectual property, and the support required to ensure a smooth handover to a new team or the client. Its core function is to ensure continuity and minimize disruption by providing a clear roadmap for wrapping up development efforts or transitioning them to another party.
Development Wind-Down or Transition. Clinical Studies. Hansoh shall, at its option, be responsible for completing (in accordance with the established protocols) or the orderly wind-down of any Clinical Studies that were Initiated by or on behalf of it prior to the termination of this Agreement (whether terminated in its entirety or with respect to a Licensed Target) provided always that if Hansoh decides to wind-down any Clinical Studies it shall notify Silence and the Parties shall, on Silence’s reasonable request, enter into good faith discussions about the transfer of such Clinical Studies to Silence pursuant to Section 15.6.3(b); provided that such transfer will be effected at Silence’s sole cost and expense. Notwithstanding anything to the contrary in this Agreement, Hansoh shall not, and shall not be obligated to, commence any Clinical Studies with respect to any Licensed Product directed to a terminated Licensed Target at any time after it has given or received a notice of termination pursuant to this ARTICLE 15 in respect of such Licensed Target. If the Parties agree in writing (including as to the meeting of the ongoing costs of such Clinical Studies), the sponsorship of any such ongoing Clinical Studies shall be transitioned to Silence.
Development Wind-Down or Transition. If any clinical trials that were initiated by or on behalf of Arctic Vision, any Affiliate thereof, or any Sublicensee prior to the termination of this Agreement are on-going as of the effective date of termination of this Agreement in its entirety or with respect to a Product, Arctic Vision shall cooperate with Eyenovia as reasonably requested thereby to wind-down such clinical trial(s) in an orderly fashion at the cost and expense of Arctic Vision, unless terminated by Arctic Vision pursuant to Section 10.2(b); provided, however, that Arctic Vision shall consider in good faith any request by Eyenovia to transition the sponsorship of any such ongoing clinical trial to Eyenovia or its designee. If the Parties agree to transition sponsorship of any clinical trial of a Terminated Product(s) to Eyenovia or its designee, Arctic Vision shall provide reasonable cooperation to Eyenovia and its designee(s) to facilitate, and the Parties shall use reasonable efforts to effect, a reasonable, orderly, and prompt transition of the Development activities relating to the Terminated Product(s) to Eyenovia and/or its designee(s) so that Eyenovia or its designee is able to assume responsibility for same as of the effective date of termination. If this Agreement is terminated solely with respect to a Product or a Jurisdiction, then the foregoing shall apply with respect to such Terminated Product or Terminated Jurisdiction. For clarity, nothing in this Section 10.3(c) shall require Arctic Vision to create any new Know-How.
Development Wind-Down or Transition