Common use of Transition Assistance Clause in Contracts

Transition Assistance. The Transition Agreement shall require Gilead to, […***…], provide reasonable consultation and assistance for a period of no more than […***…] days for the purpose of disclosing and providing to Galapagos, all […***…] that is relevant to the Reversion Products and the applicable Terminated Regions, and, at Galapagos’ request, all then-existing commercial arrangements to the extent relating solely and specifically to the Reversion Products and the applicable Terminated Regions that Gilead is able, using reasonable commercial efforts, to disclose and provide to Galapagos, in each case, to the extent reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing or Commercializing the Reversion Products with respect to the applicable Terminated Regions. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely and specifically cover the supply or sale of Reversion Products in applicable Terminated Regions. If any such contract between Gilead and a Third Party is not assignable to Galapagos (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated Regions) but is otherwise reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentences, or if Gilead Manufactures the Reversion Products itself (and thus there is no contract to assign), the Transition Agreement shall require Gilead to supply such bulk finished Reversion Product, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months) to enable Galapagos to establish an alternate, validated source of supply for the applicable Reversion Products. The cost to Galapagos for such supply shall be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%.

Transition Assistance. The Transition Agreement Alcon agrees to fully cooperate with NovaCal and its designee(s) to facilitate a smooth, orderly and prompt transition of the Development and Commercialization of Licensed Products in such Sub-Field to NovaCal and/or its designee(s) during the Sub-Field Wind-Down Period. Without limiting the foregoing, Alcon shall require Gilead to, promptly provide NovaCal copies of customer lists and other customer information relating to such Licensed Products reasonably necessary in Alcon’s reasonable opinion for NovaCal to continue to market such […***…], provide reasonable consultation and assistance for a period of no more than […***…] days Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Licensed Products in such Sub-Field, which NovaCal shall have the right to use and disclose for any purpose related to such Sub-Field during the Sub-Field Wind-Down Period and thereafter. Upon request by NovaCal, Alcon shall transfer to NovaCal some or all quantities of disclosing and providing Licensed Products in such Sub-Field in its or its Affiliates’ possession (as requested by NovaCal), within thirty (30) days after the end of the Sub-Field Wind-Down Period; provided, however, that NovaCal shall reimburse Alcon for the out-of-pocket costs that Alcon actually incurred to GalapagosManufacture or otherwise acquire the quantities so provided to NovaCal. If any Licensed Product in such Sub-Field was Manufactured by any Third Party for Alcon, all […***…] that is relevant or Alcon had contracts with vendors which contracts are necessary or useful for NovaCal to take over responsibility for such Licensed Products in the Reversion Products and the applicable Terminated RegionsTerritory, and, at Galapagos’ request, all then-existing commercial arrangements then Alcon shall to the extent relating solely possible and specifically requested in writing by NovaCal, assign all of the relevant Third-Party contracts to NovaCal, and in any case, Alcon agrees to cooperate with NovaCal to ensure uninterrupted supply of such Licensed Products. If Alcon or its Affiliate Manufactured any Licensed Product in such Sub-Field at the Reversion Products and time of termination, then Alcon (or its Affiliate) shall continue to provide for Manufacturing of such Licensed Product for NovaCal, at the applicable Terminated Regions that Gilead rate set forth in Section 6.1.4, from the date of notice of such termination until such time as NovaCal is able, using reasonable commercial effortsCommercially Reasonable Efforts to do so, to disclose and provide to Galapagos, in each case, to the extent reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing or Commercializing the Reversion Products with respect to the applicable Terminated Regions. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely and specifically cover the supply or sale of Reversion Products in applicable Terminated Regions. If any such contract between Gilead and a Third Party is not assignable to Galapagos (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated Regions) but is otherwise reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain secure an acceptable alternative commercial manufacturing source from such Third Party the assignment which sufficient quantities of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to Licensed Product may be procured and legally sold in the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentences, or if Gilead Manufactures the Reversion Products itself (and thus there is no contract to assign), the Transition Agreement shall require Gilead to supply such bulk finished Reversion Product, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months) to enable Galapagos to establish an alternate, validated source of supply for the applicable Reversion Products. The cost to Galapagos for such supply shall be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%Territory.

Transition Assistance. The Transition Each Party agrees, at its own expense, to use commercially reasonable efforts to cooperate with the other Party to facilitate a smooth, orderly transition of the Development and Commercialization of Collaboration Products in the Field in the Galderma Territory to NovaBay or its designee(s) as soon as reasonably practicable under the circumstances, but in any event within one (1) year of the effective date of such termination (the “Agreement Wind-Down Period”). Upon request by NovaBay, Galderma shall require Gilead totransfer to NovaBay some or all quantities of Collaboration Products in its or its Affiliates’ possession (as requested by NovaBay), within thirty (30) days after the end of the Agreement Wind-Down Period; provided, however, that NovaBay shall reimburse Galderma for the Manufacturing Costs plus […***…], provide reasonable consultation and assistance for a period of no more than […***…] days for the purpose of disclosing and providing quantities so provided to GalapagosNovaBay. If any Collaboration Product was Manufactured by any Third Party for Galderma, all […***…] that is relevant or Galderma had contracts with vendors which contracts are necessary or useful for NovaBay to take over responsibility for the Reversion Collaboration Products and in the applicable Terminated RegionsTerritory, and, at Galapagos’ request, all then-existing commercial arrangements then Galderma shall to the extent relating solely possible and specifically requested in writing by NovaBay, assign all of the relevant Third-Party contracts to NovaBay, and in any case, Galderma agrees to use Commercially Reasonable Efforts to cooperate with NovaBay to ensure uninterrupted supply of Collaboration Products. If Galderma or its Affiliate Manufactured any Collaboration Product at the Reversion Products and time of termination, then Galderma (or its Affiliate) shall continue to provide for Manufacturing of such Collaboration Product for NovaBay, at the applicable Terminated Regions that Gilead rate set forth in Section 6.1.4, from the date of notice of such termination until such time as NovaBay is able, using commercially reasonable commercial effortsefforts to do so, to disclose secure an acceptable alternative commercial manufacturing source from which sufficient quantities of Collaboration Product may be procured and provide to Galapagoslegally sold in the Galderma Territory, but in each case, to no event later than two (2) years from the extent reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing or Commercializing the Reversion Products with respect to the applicable Terminated Regions. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely and specifically cover the supply or sale of Reversion Products in applicable Terminated Regions. If any such contract between Gilead and a Third Party is not assignable to Galapagos (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated Regions) but is otherwise reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment effective date of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regionstermination. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentences, or if Gilead Manufactures the Reversion Products itself (and thus there is no contract to assign), the Transition Agreement shall require Gilead to supply such bulk finished Reversion Product, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months) Confidential treatment requested pursuant to enable Galapagos to establish an alternate, validated source of supply a request for confidential treatment filed with the applicable Reversion ProductsSecurities and Exchange Commission. The cost to Galapagos for such supply shall be Omitted portions have been filed separately with the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%Commission.

Transition Assistance. The Transition GSK agrees to fully cooperate, at its own expense, with Santarus and its designee(s) to facilitate a smooth, orderly and prompt transition of the development, manufacture and commercialization of Licensed Products to Santarus or its designee(s) in the country(ies) effected by such termination (or the entire GSK Territory if termination of this Agreement in its entirety). Without limiting the foregoing, GSK shall require Gilead topromptly provide Santarus copies of customer lists, […***…]customer data and other customer information and marketing and promotional materials relating to Licensed Products at GSK’s expense, provide reasonable consultation and assistance which Santarus shall have the right to use for a period any purpose related to Licensed Products. Upon request by Santarus, GSK shall transfer to Santarus some or all quantities of no more than […***…] Licensed Products in GSK’s or its Affiliates’ possession (as requested by Santarus) intended for sale in the country(ies) effected by such termination (or the entire GSK Territory if termination of this Agreement in its entirety), within thirty (30) days after the effective date of such termination; provided, however, that Santarus shall reimburse GSK for the purpose out-of-pocket costs that GSK actually incurred to manufacture or otherwise acquire the quantities so provided to Santarus. If any Licensed Product was manufactured by any Third Party for GSK, or GSK had contracts with vendors which contracts are necessary or useful for Santarus to take over responsibility for the Licensed Products in the country(ies) effected by such termination (or the entire GSK Territory if termination of disclosing and providing to Galapagosthis Agreement in its entirety), all […***…] that is relevant to the Reversion Products and the applicable Terminated Regions, and, at Galapagos’ request, all then-existing commercial arrangements then GSK shall to the extent relating solely possible and specifically requested in writing by Santarus, assign all of the relevant Third-Party contracts to Santarus, and in any case, GSK agrees to cooperate with Santarus to ensure uninterrupted supply of Licensed Products. If GSK or its Affiliate or Sublicensee manufactured any Licensed Product at the Reversion Products and time of such termination, then GSK (or its Affiliate or Sublicensee) shall continue to provide for manufacturing of such Licensed Product for Santarus, at one hundred thirty percent (130%) of the applicable Terminated Regions that Gilead manufacturing cost therefor, from the date of written notice of such termination until such time as Santarus is able, using reasonable commercial effortsCommercially Reasonable Efforts to do so but no longer than twelve (12) months after the effective date of such termination, to disclose secure an acceptable alternative commercial manufacturing source from which sufficient quantities of Licensed Product may be procured and provide to Galapagos, legally sold in each case, to the extent reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing or Commercializing the Reversion Products with respect to the applicable Terminated Regions. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely and specifically cover the supply or sale of Reversion Products in applicable Terminated Regions. If any such contract between Gilead and a Third Party is not assignable to Galapagos (whether country(ies) effected by such contract’s terms or because such contract does not relate specifically to Reversion Products termination (or the Terminated Regions) but is otherwise reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos entire GSK Territory if termination of this Agreement in Galapagos’ efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentences, or if Gilead Manufactures the Reversion Products itself (and thus there is no contract to assignits entirety), the Transition Agreement shall require Gilead to supply such bulk finished Reversion Product, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months) to enable Galapagos to establish an alternate, validated source of supply for the applicable Reversion Products. The cost to Galapagos for such supply shall be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%.

Transition Assistance. The Transition GSK agrees to fully cooperate, at its own expense, with Santarus and its designee(s) to facilitate a smooth, orderly and prompt transition of the development, manufacture and commercialization of Licensed Products to Santarus or its designee(s) in the country(ies) effected by such termination (or the entire GSK Territory if termination of this Agreement in its entirety). Without limiting the foregoing, GSK shall require Gilead topromptly provide Santarus copies of customer lists, customer data and other customer information and marketing and promotional materials relating to Licensed Products at GSK’s expense, which Santarus shall have the right to use for any purpose related to Licensed Products. Upon request by Santarus, GSK shall transfer to Santarus some or all quantities of Licensed Products in GSK’s or its Affiliates’ possession (as requested by Santarus) intended for sale in the country(ies) effected by such termination (or the entire GSK Territory if termination of this Agreement in its entirety), within […***…]] after the effective date of such termination; provided, however, that Santarus shall reimburse GSK for the out-of-pocket costs that GSK actually incurred to manufacture or otherwise acquire the *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. quantities so provided to Santarus. If any Licensed Product was manufactured by any Third Party for GSK, or GSK had contracts with vendors which contracts are necessary or useful for Santarus to take over responsibility for the Licensed Products in the country(ies) effected by such termination (or the entire GSK Territory if termination of this Agreement in its entirety), then GSK shall to the extent possible and requested in writing by Santarus, assign all of the relevant Third-Party contracts to Santarus, and in any case, GSK agrees to cooperate with Santarus to ensure uninterrupted supply of Licensed Products. If GSK or its Affiliate or Sublicensee manufactured any Licensed Product at the time of such termination, then GSK (or its Affiliate or Sublicensee) shall continue to provide reasonable consultation and assistance for a period manufacturing of no more than such Licensed Product for Santarus, at […***…] days for therefor, from the purpose date of disclosing and providing to Galapagos, all […***…] that is relevant to the Reversion Products and the applicable Terminated Regions, and, at Galapagos’ request, all then-existing commercial arrangements to the extent relating solely and specifically to the Reversion Products and the applicable Terminated Regions that Gilead written notice of such termination until such time as Santarus is able, using reasonable commercial efforts, Commercially Reasonable Efforts to disclose and provide to Galapagos, in each case, to the extent reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing or Commercializing the Reversion Products with respect to the applicable Terminated Regions. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely and specifically cover the supply or sale of Reversion Products in applicable Terminated Regions. If any such contract between Gilead and a Third Party is not assignable to Galapagos (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated Regions) do so but is otherwise reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentences, or if Gilead Manufactures the Reversion Products itself (and thus there is no contract to assign), the Transition Agreement shall require Gilead to supply such bulk finished Reversion Product, as applicable, to Galapagos for a reasonable period (not to exceed longer than […***…] monthsafter the effective date of such termination, to secure an acceptable alternative commercial manufacturing source from which sufficient quantities of Licensed Product may be procured and legally sold in the country(ies) to enable Galapagos to establish an alternate, validated source effected by such termination (or the entire GSK Territory if termination of supply for the applicable Reversion Products. The cost to Galapagos for such supply shall be the cost of goods for such Reversion Products calculated this Agreement in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%its entirety).

Transition Assistance. The Transition Agreement Oncothyreon agrees to fully cooperate with Array and its designee(s) to facilitate a smooth, orderly and prompt transition of the development and commercialization of Products to Array and/or its designee(s) during the Commercialization Wind-Down Period. Without limiting the foregoing Oncothyreon shall require Gilead topromptly provide Array manufacturing information (including protocols for the production, packaging, testing and other manufacturing activities) relating to the Product in Oncothyreon’s Control, which in each case Array shall have the right to use and disclose for any purpose during this Commercialization Wind-Down Period and thereafter solely as reasonably necessary or useful to manufacture, or have manufactured, the Product. Upon request by Array, Oncothyreon shall transfer to Array some or all quantities of the Product in its or its Affiliates’ Control (as requested by Array), within thirty (30) days after the end of this Commercialization Wind-Down Period, and Array shall buy such quantities at the Purchase Price. If any Product was manufactured by any Third Party for Oncothyreon, or Oncothyreon had contracts with vendors which contracts are necessary or useful for Array to take over responsibility for the Product in the Territory, then Oncothyreon shall to the extent possible and requested in writing by Array, assign all of the relevant Third-Party contracts to Array, and in any case, Oncothyreon agrees to cooperate with Array to ensure uninterrupted supply of the Products. If Oncothyreon or its Affiliate manufactured any Product at the time of termination, then Oncothyreon (or its Affiliate) shall continue to provide for manufacturing of such Product for Array, at its fully-burdened manufacturing cost therefor, plus ten percent (10%), from the date of notice […***…]] Certain confidential information contained in this document, provide reasonable consultation marked by brackets, has been omitted and assistance for a period filed separately with the Securities and Exchange Commission pursuant to Rule 406 of no more than […***…] days for the purpose Securities Act of disclosing and providing 1933, as amended. Confidential treatment has been requested with respect to Galapagos, all […***…] that is relevant to the Reversion Products and the applicable Terminated Regions, and, at Galapagos’ request, all then-existing commercial arrangements to the extent relating solely and specifically to the Reversion Products and the applicable Terminated Regions that Gilead this information. of such termination until such time as Array is able, using reasonable commercial effortsdiligent efforts to do so but no longer than the expiration of the Commercialization Wind-Down Period, to disclose secure an acceptable alternative commercial manufacturing source from which sufficient quantities of the Product may be procured and provide to Galapagos, legally sold in each case, to the extent reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing or Commercializing the Reversion Products with respect to the applicable Terminated Regions. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely and specifically cover the supply or sale of Reversion Products in applicable Terminated Regions. If any such contract between Gilead and a Third Party is not assignable to Galapagos (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated Regions) but is otherwise reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentences, or if Gilead Manufactures the Reversion Products itself (and thus there is no contract to assign), the Transition Agreement shall require Gilead to supply such bulk finished Reversion Product, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months) to enable Galapagos to establish an alternate, validated source of supply for the applicable Reversion Products. The cost to Galapagos for such supply shall be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%Territory.

Transition Assistance. The Transition Agreement From the period commencing on the date hereof through sixty (60) days after the Closing, Sellers and each Owner shall require Gilead to, […***…], provide reasonable consultation assistance to Buyer at no charge to Buyer, and assistance for a period of no more than […***…] days for the purpose of disclosing and providing to Galapagos, all […***…] that is relevant thereafter pursuant to the Reversion Products terms of the Consulting Agreements, in order to encourage franchisees, subfranchisees, subfranchisors, master franchisors, customers, employees, suppliers, lessors, and other associates of the applicable Terminated Regions, and, at Galapagos’ request, all then-existing commercial arrangements Business to maintain the same business relationships with Buyer after the Closing Date as were maintained with Sellers prior to the extent relating solely and specifically to the Reversion Products and the applicable Terminated Regions that Gilead is able, using reasonable commercial efforts, to disclose and provide to Galapagos, in each case, to the extent reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing or Commercializing the Reversion Products with respect to the applicable Terminated RegionsClosing Date. The foregoing shall include assigningis not a guaranty by Sellers or Owners that the same business relationships will be obtained or continued. Without limiting the generality of the foregoing, upon request following the date of Galapagosexecution hereof through sixty (60) days after the Closing at no charge to Buyer, any agreements with Third Party suppliers or vendors and thereafter pursuant to the extent they solely terms of the Consulting Agreements, Sellers and specifically cover Owners shall provide reasonable assistance to Buyer in its efforts to assure Sellers’ franchisees (collectively, “Seller Franchisees”) that Buyer’s decision to purchase the supply Business from Sellers will ultimately provide substantial benefits to the Seller Franchisees. Such assistance may include, among other things, attendance at and participation in one or more “town hall” meetings with the Seller Franchisees as part of the transition process. The foregoing is not a guaranty by Sellers or Owners that the same business relationships will be obtained or continued. In addition, the Parties acknowledge and agree that included among the Seller Franchisee benefits currently being considered by Buyer are (i) certain royalty rate reductions to each Seller Franchisee under his or her SpeeDee Franchise Agreement (each a “Royalty Adjustment”) and (ii) the establishment of a Midas/SpeeDee co-branding program (the “Incentive Program”) that would provide for (a) a Ten Thousand Dollar ($10,000) per shop non-refundable payment to every Seller Franchisee that is deemed by Buyer, in its sole discretion, to be eligible for a Midas/SpeeDee co-branding opportunity, such advance to be applied toward the cost of adding a Midas franchise to the Seller Franchisee’s current operations or (b) alternatively, a Ten Thousand Dollar ($10,000) per shop non-refundable payment to every Seller Franchisee that is deemed by Buyer, in its sole discretion, not to be eligible for a Midas/SpeeDee co-branding opportunity, such advance to be applied toward improving Seller Franchisee’s current business operations. As part of the Incentive Program, it is Buyer’s intention, following the Closing, to request that each Seller Franchisee sign an amendment to his or her SpeeDee Franchise Agreement, in form mutually acceptable to Buyer and Sellers (the “Incentive Amendment”). The Incentive Amendment will provide for, among other things: (a) the Royalty Adjustment, (b) the Seller Franchisee’s acknowledgement of Buyer’s purchase of the Business from Sellers, (c) the Seller Franchisee’s waiver of any claims against Buyer or Sellers or Owners as a result of such purchase or any future purchase or sale of Reversion Products the Business by Buyer, and (d) a new ACH debit authorization in applicable Terminated Regionsfavor of Buyer. If any such contract between Gilead Sellers and a Third Party is not assignable Owners will reasonably assist Buyer in obtaining signed Incentive Amendments from each Seller Franchisee. Payments under the Incentive Program will be made by Seller out of the Incentive Holdback by making withdrawals under the Incentive Holdback Escrow Agreement to Galapagos (whether by such contract’s terms or because such contract each Seller Franchisee immediately upon its signing the Incentive Amendment. Any Seller Franchisee that does not relate specifically return an Incentive Amendment by June 30, 2008 will forfeit his or her opportunity to Reversion Products or the Terminated Regions) but is otherwise reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos receive any payment pursuant to the preceding sentencesIncentive Program. If the Incentive Holdback is exhausted, or if Gilead Manufactures Buyer will be responsible for funding the Reversion Products itself (balance of the Incentive payments. Any amount of the Incentive Holdback that is not used by December 31, 2008 will be remitted by the Escrow Agent to Buyer and thus there is no contract to assign), will constitute a dollar-for-dollar reduction in the Transition Agreement shall require Gilead to supply such bulk finished Reversion Product, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months) to enable Galapagos to establish an alternate, validated source of supply for the applicable Reversion Products. The cost to Galapagos for such supply shall be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%Purchase Price.

Transition Assistance. The Transition Provided that the termination of this Agreement is not a termination by Alcon pursuant to Section 12.3, Alcon agrees to fully cooperate with NovaCal and its designee(s) to facilitate a smooth, orderly and prompt transition of the Development and Commercialization of Licensed Products to NovaCal and/or its designee(s) during the Agreement Wind-Down Period. Without limiting the foregoing, Alcon shall require Gilead topromptly provide NovaCal copies of customer lists and other customer information relating to Licensed Products reasonably necessary in Alcon’s reasonable opinion for NovaCal to continue to market such Licensed Products, […***…]which NovaCal shall have the right to use and disclose for any purpose during the Agreement Wind-Down Period and thereafter. Upon request by NovaCal, provide reasonable consultation and assistance for a period Alcon shall transfer to NovaCal some or all quantities of no more than […***…] Licensed Products in its or its Affiliates’ possession (as requested by NovaCal), within thirty (30) days after the end of the Agreement Wind-Down Period; provided, however, that NovaCal shall reimburse Alcon for the purpose of disclosing and providing out-of-pocket costs that Alcon actually incurred to GalapagosManufacture or otherwise acquire the quantities so provided to NovaCal. If any Licensed Product was Manufactured by any Third Party for Alcon, all […***…] that is relevant or Alcon had contracts with vendors which contracts are necessary or useful for NovaCal to take over responsibility for the Reversion Licensed Products and in the applicable Terminated RegionsTerritory, and, at Galapagos’ request, all then-existing commercial arrangements then Alcon shall to the extent relating solely possible and specifically requested in writing by NovaCal, assign all of the relevant Third-Party contracts to NovaCal, and in any case, Alcon agrees to cooperate with NovaCal to ensure uninterrupted supply of Licensed Products. If Alcon or its Affiliate Manufactured any Licensed Product at the Reversion Products and time of termination, then Alcon (or its Affiliate) shall continue to provide for Manufacturing of such Licensed Product for NovaCal, at the applicable Terminated Regions that Gilead rate set forth in Section 6.1.4, from the date of notice of such termination until such time as NovaCal is able, using reasonable commercial effortsCommercially Reasonable Efforts to do so, to disclose secure an acceptable alternative commercial manufacturing source from which sufficient quantities of Licensed Product may be procured and provide to Galapagoslegally sold in the Territory, but in each case, to no event later than the extent reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing or Commercializing expiration of the Reversion Products with respect to the applicable Terminated Regions. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely and specifically cover the supply or sale of Reversion Products in applicable Terminated Regions. If any such contract between Gilead and a Third Party is not assignable to Galapagos (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated Regions) but is otherwise reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentences, or if Gilead Manufactures the Reversion Products itself (and thus there is no contract to assign), the Transition Agreement shall require Gilead to supply such bulk finished Reversion Product, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months) to enable Galapagos to establish an alternate, validated source of supply for the applicable Reversion Products. The cost to Galapagos for such supply shall be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%Wind-Down Period.

Transition Assistance. The Transition Agreement shall require Gilead toPenwest agrees to reasonably cooperate with Edison and its designee(s), […***…]at Edison’s cost, provide reasonable consultation to facilitate a smooth, orderly and assistance prompt transition of the development and commercialization of Terminated Compound(s) (or corresponding Product(s)) to Edison and/or its designee(s) for a period of no more than requested by Edison not to exceed […***…] following the effective date of such termination of this Agreement (“Agreement Wind-Down Period”). Without limiting the foregoing, Penwest shall promptly provide Edison copies of customer lists, customer data and other customer information relating to such Terminated Compound(s) (or corresponding Product(s)), which Edison shall have the right to use and disclose for any purpose during this Agreement Wind-Down Period and thereafter. Upon request by Edison, Penwest shall transfer to Edison some or all quantities of Terminated Compound(s) (or corresponding Product(s)) in its or its Affiliates’ possession (as requested by Edison), within thirty (30) days after the end of this Agreement Wind-Down Period; provided, however, that Edison shall reimburse Penwest for the purpose of disclosing and providing out-of-pocket costs that Penwest actually incurred to Galapagosmanufacture or otherwise acquire the quantities so provided to Edison. If any Terminated Compound (or corresponding Product) was manufactured by any Third Party for Penwest, all […***…] that is relevant or Penwest had contracts with vendors which contracts are necessary or useful for Edison to take over responsibility for the Reversion Products and Terminated Compound(s) (or corresponding Product(s)) in the applicable Terminated RegionsTerritory, and, at Galapagos’ request, all then-existing commercial arrangements then Penwest shall to the extent relating solely possible and specifically requested in writing by Edison, assign all of the relevant Third Party contracts to Edison, and in any case, Penwest agrees to cooperate with Edison to ensure uninterrupted supply of such Terminated Compound(s) (or corresponding Product(s)). If Penwest or its Affiliate manufactured any Terminated Compound (or corresponding Product) at the Reversion Products and time of termination, then Penwest (or its Affiliate) shall continue to provide for manufacturing of such Terminated Compound (or corresponding Product) for Edison, at [**] therefor, from the applicable Terminated Regions that Gilead date of notice of such termination until such time as Edison is able, using reasonable commercial effortsCommercially Reasonable Efforts to do so but no longer than the expiration of the Agreement Wind-Down Period, to disclose and provide to Galapagos, in each case, to the extent secure a reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing or Commercializing the Reversion Products with respect to the applicable Terminated Regions. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely and specifically cover the supply or sale of Reversion Products in applicable Terminated Regions. If any such contract between Gilead and a Third Party is not assignable to Galapagos (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated Regions) but is otherwise reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain acceptable alternative commercial manufacturing source from such Third Party the assignment which sufficient quantities of such contract Terminated Compound (or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to corresponding Product) may be procured and legally sold in the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentences, or if Gilead Manufactures the Reversion Products itself (and thus there is no contract to assign), the Transition Agreement shall require Gilead to supply such bulk finished Reversion Product, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months) to enable Galapagos to establish an alternate, validated source of supply for the applicable Reversion Products. The cost to Galapagos for such supply shall be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%Territory.

Transition Assistance. The Transition Upon expiration of the Term, termination of the Agreement shall require Gilead toby Santarus pursuant to Section 13.2, […13.3 or 13.5, or termination of the Agreement by Norgine pursuant to Section 13.2, 13.4.2 or 13.5, Norgine agrees to fully cooperate, at its own expense (in the case of termination by Santarus pursuant to Sections 13.2, 13.3 or 13.5 or termination by Norgine pursuant to 13.4.2) or at Santarus’ expense (in the case of termination by ***…], provide reasonable consultation * Certain information on this page has been omitted and assistance for a period of no more than […***…] days for filed separately with the purpose of disclosing Securities and providing to Galapagos, all […***…] that is relevant Exchange Commission. Confidential treatment has been requested with respect to the Reversion omitted portions. Norgine pursuant to Sections 13.2 or 13.5), with Santarus and its designee(s) to facilitate a smooth, orderly and prompt transition of the development, manufacture and commercialization of Licensed Products and to Santarus or its designee(s) in the applicable Terminated RegionsTerritory. Without limiting the foregoing, andNorgine shall promptly provide Santarus, at Galapagos’ request, all then-existing commercial arrangements Norgine’s expense and to the extent relating solely permitted by Applicable Laws (a) copies of customer lists, customer data and specifically other customer information to the Reversion extent it can, pursuant to its contractual obligations to the relevant Third Parties, and (b) marketing and promotional materials relating to Licensed Products at Norgine’s expense, and (c) any other Licensed Product related information, licenses or permits reasonably requested by Santarus, all of which Santarus shall have the applicable Terminated Regions right to use for any purpose related to Licensed Products. Upon request by Santarus, Norgine shall transfer to Santarus some or all quantities of Licensed Products in Norgine’s or its Affiliates’ possession (as requested by Santarus) intended for sale in the Territory, within thirty (30) days after the effective date of such termination; provided, however, that Gilead Santarus shall reimburse Norgine for the out-of-pocket costs that Norgine actually incurred to manufacture or otherwise acquire the quantities so provided to Santarus. If any Licensed Product was manufactured by any Third Party for Norgine, or Norgine had contracts with vendors which contracts are necessary or useful for Santarus to take over responsibility for the Licensed Products in the Territory, then Norgine shall to the extent possible and requested in writing by Santarus, assign all of the relevant Third-Party contracts to Santarus, and in any case, Norgine agrees to cooperate with Santarus to ensure uninterrupted supply of Licensed Products. If Norgine or its Affiliate manufactured any Licensed Product at the time of such termination, then Norgine (or its Affiliate) shall continue to provide for manufacturing of such Licensed Product for Santarus, at a mutually agreed “cost of goods” that would be comparable to pricing typically established by a Third Party contract manufacturing organization, from the date of written notice of such termination until such time as Santarus is able, using reasonable commercial effortsCommercially Reasonable Efforts to do so but no longer than twenty-four (24) months after the effective date of such termination, to disclose secure an acceptable alternative commercial manufacturing source from which sufficient quantities of Licensed Product may be procured and provide to Galapagos, legally sold in each case, to the extent reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing or Commercializing the Reversion Products with respect to the applicable Terminated Regions. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely and specifically cover the supply or sale of Reversion Products in applicable Terminated Regions. If any such contract between Gilead and a Third Party is not assignable to Galapagos (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated Regions) but is otherwise reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentences, or if Gilead Manufactures the Reversion Products itself (and thus there is no contract to assign), the Transition Agreement shall require Gilead to supply such bulk finished Reversion Product, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months) to enable Galapagos to establish an alternate, validated source of supply for the applicable Reversion Products. The cost to Galapagos for such supply shall be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%Territory.

Transition Assistance. The Transition Provided that the termination of this Agreement shall require Gilead tois not a termination by Alcon pursuant to Section 12.3, Alcon agrees to fully cooperate […***…], provide reasonable consultation and assistance for a period of no more than […***…] days Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. with NovaCal and its designee(s) to facilitate a smooth, orderly and prompt transition of the Development and Commercialization of Licensed Products to NovaCal and/or its designee(s) during the Agreement Wind-Down Period. Without limiting the foregoing, Alcon shall promptly provide NovaCal copies of customer lists and other customer information relating to Licensed Products reasonably necessary in Alcon’s reasonable opinion for NovaCal to continue to market such Licensed Products, which NovaCal shall have the right to use and disclose for any purpose during the Agreement Wind-Down Period and thereafter. Upon request by NovaCal, Alcon shall transfer to NovaCal some or all quantities of disclosing and providing Licensed Products in its or its Affiliates’ possession (as requested by NovaCal), within thirty (30) days after the end of the Agreement Wind-Down Period; provided, however, that NovaCal shall reimburse Alcon for the out-of-pocket costs that Alcon actually incurred to GalapagosManufacture or otherwise acquire the quantities so provided to NovaCal. If any Licensed Product was Manufactured by any Third Party for Alcon, all […***…] that is relevant or Alcon had contracts with vendors which contracts are necessary or useful for NovaCal to take over responsibility for the Reversion Licensed Products and in the applicable Terminated RegionsTerritory, and, at Galapagos’ request, all then-existing commercial arrangements then Alcon shall to the extent relating solely possible and specifically requested in writing by NovaCal, assign all of the relevant Third-Party contracts to NovaCal, and in any case, Alcon agrees to cooperate with NovaCal to ensure uninterrupted supply of Licensed Products. If Alcon or its Affiliate Manufactured any Licensed Product at the Reversion Products and time of termination, then Alcon (or its Affiliate) shall continue to provide for Manufacturing of such Licensed Product for NovaCal, at the applicable Terminated Regions that Gilead rate set forth in Section 6.1.4, from the date of notice of such termination until such time as NovaCal is able, using reasonable commercial effortsCommercially Reasonable Efforts to do so, to disclose secure an acceptable alternative commercial manufacturing source from which sufficient quantities of Licensed Product may be procured and provide to Galapagoslegally sold in the Territory, but in each case, to no event later than the extent reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing or Commercializing expiration of the Reversion Products with respect to the applicable Terminated Regions. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely and specifically cover the supply or sale of Reversion Products in applicable Terminated Regions. If any such contract between Gilead and a Third Party is not assignable to Galapagos (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated Regions) but is otherwise reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentences, or if Gilead Manufactures the Reversion Products itself (and thus there is no contract to assign), the Transition Agreement shall require Gilead to supply such bulk finished Reversion Product, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months) to enable Galapagos to establish an alternate, validated source of supply for the applicable Reversion Products. The cost to Galapagos for such supply shall be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%Wind-Down Period.

Transition Assistance. The Transition Agreement shall require Gilead toGilead, […***…], to disclose and provide to Galapagos (1) […***…] and that is necessary for Galapagos to Develop, Manufacture or Commercialize the applicable Reversion Product(s) with respect to the applicable Terminated Region(s) and (2) at Galapagos’ request, all then-existing commercial arrangements of Gilead or any of its Affiliates to the extent relating solely and specifically to the applicable Reversion Product(s) and the applicable Terminated Region(s) (which may be redacted to the extent necessary to comply with Gilead’ or its Affiliate’s obligation to the Third Party to any such commercial arrangement), and to provide reasonable consultation and assistance with respect thereto for a period of no more than […***…] days for following the purpose completion of disclosing such disclosure and providing to Galapagos, all […***…] that is relevant to the Reversion Products and the applicable Terminated Regions, and, at Galapagos’ request, all then-existing commercial arrangements to the extent relating solely and specifically to the Reversion Products and the applicable Terminated Regions that Gilead is able, using reasonable commercial efforts, to disclose and provide to Galapagos, in each case, to the extent reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing or Commercializing the Reversion Products with respect to the applicable Terminated Regionsprovision. The foregoing obligation Option, License and Collaboration Agreement described in clause (2) shall include assigningassigning to Galapagos, upon request of Galapagos, any agreements with between Gilead or any of its Affiliates and Third Party suppliers or vendors to the extent they such agreements solely and specifically cover relate to the supply or sale of the applicable Reversion Products in Product(s) with respect to the applicable Terminated RegionsRegion(s). If any such contract between Gilead and a Third Party agreement is not assignable to Galapagos (whether by such contractagreement’s terms or because such contract agreement does not solely and specifically relate specifically to the supply or sale of the applicable Reversion Products or Product(s) with respect to the applicable Terminated RegionsRegion(s)) but is otherwise reasonably necessary or useful for Galapagos to commence Develop, Manufacture or continue researching, Developing, Manufacturing, or Commercializing Commercialize any such Reversion Products Product(s) with respect to the applicable Terminated RegionsRegion(s), then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment of such contract agreement or of that portion of such contract agreement that solely and specifically relates to researching, Developing, Manufacturing, the supply or Commercializing sale of such Reversion Products Product(s) with respect to the applicable Terminated RegionsRegion(s). Unless With respect to any applicable Reversion Product(s) and the applicable Terminated Region(s), unless and until the necessary Third Party Manufacturing any such agreements are assigned to Galapagos pursuant to the preceding sentences, or if Gilead Manufactures the such Reversion Products Product(s) itself (and thus there is no contract agreement to assign), the Transition Agreement shall require Gilead to supply such bulk finished quantities of such Reversion Product, as applicable, Product(s) to Galapagos with respect to the applicable Terminated Region(s) for a reasonable period following the effective date of termination (not to exceed […***…] months) to enable Galapagos to establish an alternate, validated source of supply for the applicable such Reversion ProductsProduct(s). The cost to Galapagos for supply of any such supply Reversion Product shall be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%.

Transition Assistance. The Transition Agreement shall require Gilead toGilead, […***…], to disclose and provide to Galapagos (1) […***…] and that is necessary for Galapagos to Develop, Manufacture or Commercialize the applicable Reversion Product(s) with respect to the applicable Terminated Region(s) and (2) at Galapagos’ request, all then-existing commercial arrangements of Gilead or any of its Affiliates to the extent relating solely and specifically to the applicable Reversion Product(s) and the applicable Terminated Region(s) (which may be redacted to the extent necessary to comply with Option, License and Collaboration Agreement Gilead’ or its Affiliate’s obligation to the Third Party to any such commercial arrangement), and to provide reasonable consultation and assistance with respect thereto for a period of no more than […***…] days for following the purpose completion of disclosing such disclosure and providing to Galapagos, all […***…] that is relevant to the Reversion Products and the applicable Terminated Regions, and, at Galapagos’ request, all then-existing commercial arrangements to the extent relating solely and specifically to the Reversion Products and the applicable Terminated Regions that Gilead is able, using reasonable commercial efforts, to disclose and provide to Galapagos, in each case, to the extent reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing or Commercializing the Reversion Products with respect to the applicable Terminated Regionsprovision. The foregoing obligation described in clause (2) shall include assigningassigning to Galapagos, upon request of Galapagos, any agreements with between Gilead or any of its Affiliates and Third Party suppliers or vendors to the extent they such agreements solely and specifically cover relate to the supply or sale of the applicable Reversion Products in Product(s) with respect to the applicable Terminated RegionsRegion(s). If any such contract between Gilead and a Third Party agreement is not assignable to Galapagos (whether by such contractagreement’s terms or because such contract agreement does not solely and specifically relate specifically to the supply or sale of the applicable Reversion Products or Product(s) with respect to the applicable Terminated RegionsRegion(s)) but is otherwise reasonably necessary or useful for Galapagos to commence Develop, Manufacture or continue researching, Developing, Manufacturing, or Commercializing Commercialize any such Reversion Products Product(s) with respect to the applicable Terminated RegionsRegion(s), then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment of such contract agreement or of that portion of such contract agreement that solely and specifically relates to researching, Developing, Manufacturing, the supply or Commercializing sale of such Reversion Products Product(s) with respect to the applicable Terminated RegionsRegion(s). Unless With respect to any applicable Reversion Product(s) and the applicable Terminated Region(s), unless and until the necessary Third Party Manufacturing any such agreements are assigned to Galapagos pursuant to the preceding sentences, or if Gilead Manufactures the such Reversion Products Product(s) itself (and thus there is no contract agreement to assign), the Transition Agreement shall require Gilead to supply such bulk finished quantities of such Reversion Product, as applicable, Product(s) to Galapagos with respect to the applicable Terminated Region(s) for a reasonable period following the effective date of termination (not to exceed […***…] months) to enable Galapagos to establish an alternate, validated source of supply for the applicable such Reversion ProductsProduct(s). The cost to Galapagos for supply of any such supply Reversion Product shall be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%.

Transition Assistance. The Transition Agreement shall require Gilead toTakeda shall, […***…]for a reasonable period of time, provide reasonable consultation and assistance for a period of no more than […***…] days for the purpose of disclosing and providing to Galapagos, all […***…] that is relevant to the Reversion Products and the applicable Terminated Regions, andsuch assistance, at Galapagos’ requestno cost to Affymax, to transfer or transition to Affymax all other [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. technology or know-how, or then-existing commercial arrangements to the extent relating solely and specifically to the Reversion Products and the applicable Terminated Regions arrangements, that Gilead is ableis, using reasonable commercial effortsor are, to disclose and provide to Galapagos, in each case, to the extent reasonably necessary or useful for Galapagos Affymax to commence or continue researching, Developing, conducting Finished Manufacturing of or Commercializing the Reversion Products with respect Product in or for the terminated country(ies) of the Licensed Territory, to the applicable Terminated Regions. The foregoing shall include assigningextent Takeda is then performing or having performed such activities, including without limitation transferring, upon request of GalapagosAffymax, any agreements or arrangements with Third Party suppliers or vendors to supply or sell the Product in such country(ies) of the Licensed Territory, to the extent they solely and specifically cover the supply or sale of Reversion Products in applicable Terminated Regionspracticable. If any such contract between Gilead Takeda and a Third Party for the supply of Bulk API or Finished Product for such terminated country(ies) of the Licensed Territory is not assignable to Galapagos (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated Regions) but is otherwise reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated RegionsAffymax, then Gilead Takeda shall reasonably cooperate with Galapagos in Galapagos’ efforts Affymax to arrange to continue to obtain such supply from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researchingentity, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentences, or if Gilead Manufactures the Reversion Products itself (and thus there is no contract to assign), the Transition Agreement Takeda shall require Gilead to supply such bulk finished Reversion Bulk API or Finished Product, as applicable, to Galapagos Affymax, at a cost that equals [*] (calculated in a manner consistent with the definition of [*] for a reasonable period. In addition, to the extent that Takeda or its Affiliate is then manufacturing Bulk API or Finished Product for the other country(ies) than such terminated country(ies) of the Licensed Territory, Takeda shall continue to manufacture, and shall supply to Affymax, at a cost that equals [*] (calculated in a manner consistent with the definition of [*], such Bulk API or Finished Product for Affymax's use in such terminated country(ies) of the Licensed Territory for a reasonable period (not in order to exceed […***…] months) to enable Galapagos permit Affymax to establish an alternate, validated source of supply sufficient manufacturing capacity for the applicable Reversion Products. The cost to Galapagos Bulk API or Finished Product for such supply terminated country(ies) of the Licensed Territory. Such period shall be no more than [*] unless otherwise agreed by the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%Parties.