Common use of Transition Assistance Clause in Contracts

Transition Assistance. Collaborator shall use Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee for so long as is necessary to ensure patient safety, including ensuring continuity of supply to any patients. Collaborator shall, at no cost to Exelixis, provide reasonable consultation and assistance for a period of no more than [ * ] after termination for the purpose of transferring or transitioning to Exelixis all Collaborator Know-How not already in Exelixis’ possession and, at Exelixis’ request, all then-existing commercial arrangements relating to the Products that Collaborator is able, using Commercially Reasonable Efforts, to transfer or transition to Exelixis or its designee, in each case, to the extent reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Territory. If any such contract between Collaborator and a Third Party is not assignable to Exelixis or its designee (whether by such contract’s terms or because such contract does not relate specifically to the Products) but is otherwise reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Territory, or if Collaborator is performing such work for the Compound and Product itself (and thus there is no contract to assign), then Collaborator shall reasonably cooperate with Exelixis to negotiate for the continuation of such services for Exelixis from such entity, or Collaborator shall continue to perform such work for Exelixis, as applicable, for a reasonable period (not to exceed [ * ]) after termination at Exelixis’ cost until Exelixis establishes an alternate, validated source of such services.

Transition Assistance. Collaborator shall use Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee for so long as is necessary to ensure patient safety, including ensuring continuity of supply to any patients. Collaborator AstraZeneca shall, at no cost to ExelixisFibroGen, provide reasonable consultation and assistance for a period of no more than [ * ] after one hundred eighty (180) days following the effective date of termination for the purpose of transferring or transitioning to Exelixis FibroGen, all Collaborator AstraZeneca Know-How solely related to a Product not already in Exelixis’ possession FibroGen’s possession, and, at Exelixis’ FibroGen’s request, all then-existing commercial arrangements relating specifically to the terminated region and the Products that Collaborator is able, using Commercially Reasonable Efforts, to transfer or transition to Exelixis or its designee, in each case, to the extent reasonably necessary or useful for Exelixis FibroGen to commence or continue the Development and/or Commercialization of the Compound and developing, manufacturing, or commercializing Products in the Collaborator terminated region, and further to the extent AstraZeneca is contractually able to do so. The foregoing consultation and assistance shall include, without limitation, assigning, upon request of FibroGen, any agreements with Third Party suppliers or vendors that specifically cover the supply or sale of Products in the Territory, to the extent such agreements are assignable by AstraZeneca. If any such contract between Collaborator AstraZeneca and a Third Party is not assignable to Exelixis or its designee FibroGen (whether by such contract’s terms or because such contract does not relate specifically to the Products) but is otherwise reasonably necessary or useful for Exelixis FibroGen to commence or continue the Development and/or Commercialization of the Compound and Products in the Collaborator Territorydeveloping, manufacturing, or if Collaborator is performing such work for the Compound and Product itself (and thus there is no contract to assign)commercializing Products, then Collaborator AstraZeneca shall reasonably cooperate with Exelixis FibroGen to negotiate for the continuation of such services for Exelixis license and/or supply from such entity. In any event, if AstraZeneca is manufacturing bulk or Collaborator finished Product under an agreement entered into pursuant to Section 6.4, then AstraZeneca shall continue to perform supply such work for Exelixisbulk or finished Product, as applicable, to FibroGen and Astellas, for a reasonable transitional period (not to exceed [ * ]twelve (12) after termination at Exelixis’ cost months from the effective date of the termination, subject to reasonable extension by FibroGen if AstraZeneca is unable to timely effect the technology transfer required to have a Third Party manufacturer designated by FibroGen undertake the manufacturing responsibilities) under the terms of such agreement until Exelixis FibroGen either enters into a separate agreement with such Third Party supplier or vendor or establishes an alternate, validated source of supply for the Products. In consideration of such servicessupplies, FibroGen shall pay to AstraZeneca a price equal to AstraZeneca’s actual cost to manufacture or acquire such supplies, provided that where termination is by AstraZeneca pursuant to Section 13.4(a), FibroGen shall pay to AstraZeneca a price equal to AstraZeneca’s actual cost to manufacture or acquire such supplies plus a xxxx-up [*] of such actual cost.

Transition Assistance. Collaborator Licensee shall use Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee designee. Except for so long as is necessary termination by Licensee under Section 15.2, Exelixis may, in its sole discretion, postpone the effective date of any termination for a period of up to ensure patient safety[ * ]. Except in the event of termination by Licensee under Section 15.2(a) for material breach by Exelixis, including ensuring continuity of supply to any patients. Collaborator Licensee shall, at no cost to Exelixis, provide reasonable consultation and assistance for a period of no more than [ * ] after termination (and in any case not to exceed a total of [ * ] of working time including the assistance provided under Section 15.4(b)) for the purpose of transferring or transitioning to Exelixis all Collaborator Licensee Know-How not [ * ] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. already in Exelixis’ possession and, at Exelixis’ request, all then-existing commercial arrangements relating to the Products that Collaborator Licensee is able, using Commercially Reasonable Efforts, to transfer or transition to Exelixis or its designee, in each case, to the extent reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Licensee Territory. If any such contract between Collaborator Licensee and a Third Party is not assignable to Exelixis or its designee (whether by such contract’s terms or because such contract does not relate specifically to the Products) but is otherwise reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Licensee Territory, or if Collaborator Licensee is performing such work for the Compound and Product itself (and thus there is no contract to assign), then Collaborator Licensee shall reasonably cooperate with Exelixis to negotiate for the continuation of such services for Exelixis from such entity, or Collaborator Licensee shall continue to perform such work for Exelixis, as applicable, for a reasonable period (not to exceed [ * ]) after termination at Exelixis’ cost until Exelixis establishes an alternate, validated source of such services.. (g)

Transition Assistance. Collaborator Licensee shall use Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee designee. Except for so long as is necessary termination by Licensee under Section 15.2, Exelixis may, in its sole discretion, postpone the effective date of any termination for a period of up to ensure patient safety[ * ]. Except in the event of termination by Licensee under Section 15.2(a) for material breach by Exelixis, including ensuring continuity of supply to any patients. Collaborator Licensee shall, at no cost to Exelixis, provide reasonable consultation and assistance for a period of no more than [ * ] after termination (and in any case not to exceed a total of [ * ] of working time including the assistance provided under Section 15.4(b)) for the purpose of transferring or transitioning to Exelixis all Collaborator Licensee Know-How not already in Exelixis’ possession and, at Exelixis’ request, all then-existing commercial arrangements relating to the Products that Collaborator Licensee is able, using Commercially Reasonable Efforts, to transfer or transition to Exelixis or its designee, in each case, to the extent reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Licensee Territory. If any such contract between Collaborator Licensee and a Third Party is not assignable to Exelixis or its designee (whether by such contract’s terms or because such contract does not relate specifically to the Products) but is otherwise reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Licensee Territory, or if Collaborator Licensee is performing such work for the Compound and Product itself (and thus there is no contract to assign), then Collaborator Licensee shall reasonably cooperate with Exelixis to negotiate for the continuation of such services for Exelixis from such entity, or Collaborator Licensee shall continue to perform such work for Exelixis, as applicable, for a reasonable period (not to exceed [ * ]) after termination at Exelixis’ cost until Exelixis establishes an alternate, validated source of such services. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Transition Assistance. Collaborator Unless this Agreement is terminated by VIT under Section 14.3(a), VIT shall use Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee for so long as is necessary to ensure patient safety, including ensuring continuity of supply to any patients. Collaborator shall, at no cost to Exelixis, provide reasonable consultation and assistance for a period of no more than [ * ] after termination for the purpose of transferring or transitioning to Exelixis ChemoCentryx all Collaborator VIT Know-How not already in Exelixis’ ChemoCentryx’s possession and, at Exelixis’ ChemoCentryx’s request, all then-existing commercial arrangements relating specifically to the Products any Compound or Product that Collaborator VIT is able, using Commercially Reasonable Efforts, to transfer or transition to Exelixis or its designeeChemoCentryx, in each case, to the extent reasonably necessary or useful for Exelixis ChemoCentryx to continue Developing, manufacturing, or Commercializing the Development and/or Commercialization of the Compound and Products Product in the Collaborator Territory. If The foregoing shall include transferring, upon request of ChemoCentryx, any agreements with Third Party suppliers or vendors that specifically cover the supply or sale of any Compound or Product in the Territory; provided that if any such contract between Collaborator VIT and a Third Party is not assignable to Exelixis or its designee ChemoCentryx (whether by such contract’s terms or because such contract does not relate specifically to the Productsany Compound or Product) but is otherwise reasonably necessary or useful for Exelixis ChemoCentryx to continue commence Developing, manufacturing, or Commercializing the Development and/or Commercialization of the Compound and Products Product in the Collaborator Territory, or if Collaborator is performing such work for VIT manufactures the Compound and Product itself (and thus there is no contract to assign), then Collaborator VIT shall reasonably cooperate with Exelixis ChemoCentryx to negotiate for the continuation of such services for Exelixis or supply from such entity, or Collaborator VIT shall continue to perform supply such work for ExelixisCompound or Product, as applicable, to ChemoCentryx for a reasonable period (not to exceed [ * ]twelve (12) after termination at Exelixis’ cost months) until Exelixis ChemoCentryx establishes an alternate, validated source of such servicesservices or supply of finished, packaged, labeled Product for the Territory. ChemoCentryx shall pay VIT for such supply from VIT at a price equal to VIT’s cost. VIT shall provide such assistance at no cost to ChemoCentryx for a period of twelve (12) months after termination, if such termination occurred after First Commercial Sale in the Territory, and otherwise for a period of six (6) months after termination, and thereafter ChemoCentryx shall reimburse VIT’s reasonable internal and Third Party costs to conduct such transition from and after the effective date of termination.

Transition Assistance. Collaborator Licensee shall use Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee designee. Except for so long as is necessary termination by Licensee under Section 15.2, Exelixis may, in its sole discretion, postpone the effective date of any termination for a period of up to ensure patient safety[ * ]. Except in the event of termination by Licensee under Section 15.2(a) for material breach by Exelixis, including ensuring continuity of supply to any patients. Collaborator Licensee shall, at no cost to Exelixis, provide reasonable consultation and assistance for a period of no more than [ * ] after termination (and in any case not to exceed a total of [ * ] of working time including the assistance provided under Section 15.4(b)) for the purpose of transferring or transitioning to Exelixis all Collaborator Licensee Know-How not already in Exelixis’ possession and, at Exelixis’ request, all then-existing commercial arrangements relating to the Products that Collaborator Licensee is able, using Commercially Reasonable Efforts, to transfer or transition to Exelixis or its designee, in each case, to the extent reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Licensee Territory. If any such contract between Collaborator Licensee and a Third Party is not assignable to Exelixis or its designee (whether by such contract’s terms or because such contract does not relate specifically to the Products) but is otherwise reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Licensee Territory, or if Collaborator Licensee is performing such work for the Compound and Product itself (and thus there is no contract to assign), then Collaborator Licensee shall reasonably cooperate with Exelixis to negotiate for the continuation of such services for Exelixis from such entity, or Collaborator Licensee shall continue to perform such work for Exelixis, as applicable, for a reasonable period (not to exceed [ * ]) after termination at Exelixis’ cost until Exelixis establishes an alternate, validated source of such services.

Transition Assistance. Collaborator Unless this Agreement is terminated by VIT under Section 14.3(a), VIT shall use Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee for so long as is necessary to ensure patient safety, including ensuring continuity of supply to any patients. Collaborator shall, at no cost to Exelixis, provide reasonable consultation and assistance for a period of no more than [ * ] after termination for the purpose of transferring or transitioning to Exelixis ChemoCentryx all Collaborator VIT Know-How not already in Exelixis’ ChemoCentryx’s possession and, at Exelixis’ ChemoCentryx’s request, all then-existing commercial arrangements relating specifically to the Products any Compound or Product that Collaborator VIT is able, using Commercially Reasonable Efforts, to transfer or transition to Exelixis or its designeeChemoCentryx, in each case, to the extent reasonably necessary or useful for Exelixis ChemoCentryx to continue Developing, manufacturing, or Commercializing the Development and/or Commercialization of the Compound and Products Product in the Collaborator VIT Territory. If The foregoing shall include transferring, upon request of ChemoCentryx, any agreements with Third Party suppliers or vendors that specifically cover the supply or sale of any Compound or Product in the VIT Territory; provided that if any such contract between Collaborator VIT and a Third Party is not assignable to Exelixis or its designee ChemoCentryx (whether by such contract’s terms or because such contract does not relate specifically to the Productsany Compound or Product) but is otherwise reasonably necessary or useful for Exelixis ChemoCentryx to continue commence Developing, manufacturing, or Commercializing the Development and/or Commercialization of the Compound and Products Product in the Collaborator VIT Territory, or if Collaborator is performing such work for VIT manufactures the Compound and Product itself (and thus there is no contract to assign), then Collaborator VIT shall reasonably cooperate with Exelixis ChemoCentryx to negotiate for the continuation of such services for Exelixis or supply from such entity, or Collaborator VIT shall continue to perform supply such work for ExelixisCompound or Product, as applicable, to ChemoCentryx for a reasonable period (not to exceed [ * ]twelve (12) after termination at Exelixis’ cost months) until Exelixis ChemoCentryx establishes an alternate, validated source of such servicesservices or supply of finished, packaged, labeled Product for the VIT Territory. ChemoCentryx shall pay VIT for such supply from VIT at a price equal to VIT’s cost. VIT shall provide such assistance at no cost to ChemoCentryx for a period of twelve (12) months after termination, if such termination occurred after First Commercial Sale in the VIT Territory, and otherwise for a period of six (6) months after termination, and thereafter ChemoCentryx shall reimburse VIT’s reasonable internal and Third Party costs to conduct such transition from and after the effective date of termination.

Transition Assistance. Collaborator shall use Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee for so long as is necessary to ensure patient safety, including ensuring continuity of supply to any patients. Collaborator shall, at no cost to Exelixis, provide reasonable consultation and assistance for a period of no more than [ * ] after termination for the purpose of transferring or transitioning to Exelixis all Collaborator Know-How not already in Exelixis’ possession and, at Exelixis’ request, all then-existing commercial arrangements relating to the Products that Collaborator is able, using Commercially Reasonable Efforts, to transfer or transition to Exelixis or its designee, in each case, to the extent reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Territory. If any such contract between Collaborator and a Third Party is not assignable to Exelixis or its designee (whether by such contract’s terms or because such contract does not relate specifically to the Products) but is otherwise reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Territory, or if Collaborator is performing such work for the Compound and Product itself (and thus there is no contract to assign), then Collaborator shall reasonably cooperate with Exelixis to negotiate for [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. the continuation of such services for Exelixis from such entity, or Collaborator shall continue to perform such work for Exelixis, as applicable, for a reasonable period (not to exceed [ * ]) after termination at Exelixis’ cost until Exelixis establishes an alternate, validated source of such services.

Transition Assistance. Collaborator Licensee shall use Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee designee. Except for so long as is necessary termination by Licensee under Section 15.2, Exelixis may, in its sole discretion, postpone the effective date of any termination for a period of up to ensure patient safety[ * ]. Except in the event of termination by Licensee under Section 15.2(a) for material breach by Exelixis, including ensuring continuity of supply to any patients. Collaborator Licensee shall, at no cost to Exelixis, provide reasonable consultation and assistance for a period of no more than [ * ] after termination (and in any case not to exceed a total of [ * ] of working time including the assistance provided under Section 15.4(b)) for the purpose of transferring or transitioning to Exelixis all Collaborator Licensee Know-How not [ * ] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. already in Exelixis’ possession and, at Exelixis’ request, all then-existing commercial arrangements relating to the Products that Collaborator Licensee is able, using Commercially Reasonable Efforts, to transfer or transition to Exelixis or its designee, in each case, to the extent reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Licensee Territory. If any such contract between Collaborator Licensee and a Third Party is not assignable to Exelixis or its designee (whether by such contract’s terms or because such contract does not relate specifically to the Products) but is otherwise reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Licensee Territory, or if Collaborator Licensee is performing such work for the Compound and Product itself (and thus there is no contract to assign), then Collaborator Licensee shall reasonably cooperate with Exelixis to negotiate for the continuation of such services for Exelixis from such entity, or Collaborator Licensee shall continue to perform such work for Exelixis, as applicable, for a reasonable period (not to exceed [ * ]) after termination at Exelixis’ cost until Exelixis establishes an alternate, validated source of such services.

Transition Assistance. Collaborator The Transition Agreement shall use Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee for so long as is necessary to ensure patient safety, including ensuring continuity of supply to any patients. Collaborator shallrequire Astellas to, at no cost to ExelixisMedivation, provide reasonable consultation and assistance for a period of no more than [ * [*] after termination days for the purpose of transferring or transitioning disclosing and providing to Exelixis Medivation, all Collaborator Astellas Know-How not already in Exelixis’ Medivation’s possession that is relevant to the Reversion Products and the applicable Terminated Regions, and, at Exelixis’ Medivation’s request, all then-existing commercial arrangements relating to the extent relating solely and specifically to the Reversion Products and [*] = 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 24b-2 of the securities exchange act of 1934, as amended. the applicable Terminated Regions that Collaborator Astellas is able, using Commercially Reasonable Effortsreasonable commercial efforts, to transfer or transition disclose and provide to Exelixis or its designeeMedivation, in each case, to the extent reasonably necessary or useful for Exelixis Medivation to commence or continue researching, Developing, Manufacturing, or Commercializing the Development and/or Commercialization Reversion Products with respect to the applicable Terminated Regions. The foregoing shall include, without limitation, assigning, upon request of Medivation, any agreements with Third Party suppliers or vendors to the Compound extent they solely and specifically cover the supply or sale of Reversion Products in the Collaborator Territoryapplicable Terminated Regions. If any such contract between Collaborator Astellas and a Third Party is not assignable to Exelixis or its designee Medivation (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the ProductsTerminated Regions) but is otherwise reasonably necessary or useful for Exelixis Medivation to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Development and/or Commercialization of Terminated Regions, then Astellas shall reasonably cooperate with Medivation in Medivation’s efforts to [*]. Unless and until the Compound and Products in necessary Third Party Manufacturing agreements are assigned to Medivation pursuant to the Collaborator Territorypreceding sentence, or if Collaborator is performing such work for Astellas Manufactures the Compound and Product Reversion Products itself (and thus there is no contract to assign), then Collaborator the Transition Agreement shall reasonably cooperate with Exelixis require Astellas to negotiate for the continuation of supply such services for Exelixis from such entity, bulk Collaboration Molecule or Collaborator shall continue to perform such work for Exelixisfinished Reversion Product, as applicable, to Medivation for a reasonable period (not to exceed [ * [*]) after termination at Exelixis’ cost until Exelixis establishes to enable Medivation to establish an alternate, validated source of supply for the applicable Reversion Products. The cost to Medivation for such servicessupply shall be [*]. Notwithstanding any other term or condition of this Section 14.5(e), to the extent that Astellas, after consultation with Medivation, reasonably and in good faith concludes that (A) performance of any of the obligations (except for obligations described in this Section 14.5(e)(i) relating to the Manufacture and supply of Reversion Products) imposed on Astellas under this Section 14.5(e) or that would be imposed on Astellas under the Transition Agreement pursuant to this Section 14.5(e) may [*] to [*] beyond those that would be [*] by [*], and (B) any offer made by Medivation to provide [*] (which would be in addition to [*]) would not be sufficient under the circumstances to [*], Astellas may elect not to perform such obligations and/or decline to include such obligations in the Transition Agreement.

Transition Assistance. Collaborator The Transition Agreement shall use Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee for so long as is necessary to ensure patient safety, including ensuring continuity of supply to any patients. Collaborator shallrequire Astellas to, at no cost to ExelixisMedivation, provide reasonable consultation and assistance for a period of no more than [ * [*] after termination days for the purpose of transferring or transitioning disclosing and providing to Exelixis Medivation, all Collaborator Astellas [*] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. Know-How not already in Exelixis’ Medivation’s possession that is relevant to the Reversion Products and the applicable Terminated Regions, and, at Exelixis’ Medivation’s request, all then-existing commercial arrangements relating to the extent relating solely and specifically to the Reversion Products and the applicable Terminated Regions that Collaborator Astellas is able, using Commercially Reasonable Effortsreasonable commercial efforts, to transfer or transition disclose and provide to Exelixis or its designeeMedivation, in each case, to the extent reasonably necessary or useful for Exelixis Medivation to commence or continue researching, Developing, Manufacturing, or Commercializing the Development and/or Commercialization Reversion Products with respect to the applicable Terminated Regions. The foregoing shall include, without limitation, assigning, upon request of Medivation, any agreements with Third Party suppliers or vendors to the Compound extent they solely and specifically cover the supply or sale of Reversion Products in the Collaborator Territoryapplicable Terminated Regions. If any such contract between Collaborator Astellas and a Third Party is not assignable to Exelixis or its designee Medivation (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the ProductsTerminated Regions) but is otherwise reasonably necessary or useful for Exelixis Medivation to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Development and/or Commercialization of Terminated Regions, then Astellas shall reasonably cooperate with Medivation in Medivation’s efforts to [*]. Unless and until the Compound and Products in necessary Third Party Manufacturing agreements are assigned to Medivation pursuant to the Collaborator Territorypreceding sentence, or if Collaborator is performing such work for Astellas Manufactures the Compound and Product Reversion Products itself (and thus there is no contract to assign), then Collaborator the Transition Agreement shall reasonably cooperate with Exelixis require Astellas to negotiate for the continuation of supply such services for Exelixis from such entity, bulk Collaboration Molecule or Collaborator shall continue to perform such work for Exelixisfinished Reversion Product, as applicable, to Medivation for a reasonable period (not to exceed [ * [*]) after termination at Exelixis’ cost until Exelixis establishes to enable Medivation to establish an alternate, validated source of supply for the applicable Reversion Products. The cost to Medivation for such servicessupply shall be [*]. Notwithstanding any other term or condition of this Section 14.5(e), to the extent that Astellas, after consultation with Medivation, reasonably and in good faith concludes that (A) performance of any of the obligations (except for obligations described in this Section 14.5(e)(i) relating to the Manufacture and supply of Reversion Products) imposed on Astellas under this Section 14.5(e) or that would be imposed on Astellas under the Transition Agreement pursuant to this Section 14.5(e) may [*] to [*] beyond those that would be [*] by [*], and (B) any offer made by Medivation to provide [*] (which would be in addition to [*]) would not be sufficient under the circumstances to [*], Astellas may elect not to perform such obligations and/or decline to include such obligations in the Transition Agreement.

Transition Assistance. Collaborator shall use Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee for so long as is necessary to ensure patient safety, including ensuring continuity of supply to any patients. Collaborator Partner shall, at no cost to ExelixisMedivation, provide reasonable consultation and assistance (“Transition Assistance”) for a period of no more than [ * [*] after the effective date of termination for the purpose of transferring or transitioning to Exelixis Medivation, (i) in the form and format in which such Partner Know-How is maintained by Partner in the ordinary course of business, all Collaborator Partner Know-How not already in Exelixis’ possession andMedivation’s possession, and (ii) at Exelixis’ Medivation’s request, all then-existing commercial arrangements Third Party agreements relating solely to the Collaboration Molecules and Products hereunder and that Collaborator Partner is able, using Commercially Reasonable Effortsreasonable commercial efforts to, assign to transfer or transition to Exelixis or its designeeMedivation, in each case, to the extent reasonably [ * ] = 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 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. necessary or useful for Exelixis Medivation to continue researching, Developing, manufacturing, or Commercializing Products, provided, however, that Partner shall be required to assign any such agreement solely to the Development and/or Commercialization extent assignment is permitted by such agreement, and Partner is not required to pay any consideration or commence litigation in order to effect an assignment of the Compound and Products in the Collaborator Territoryany such agreement to Medivation. If any such contract agreement between Collaborator Partner and a Third Party is not assignable to Exelixis or its designee Medivation (whether by such contractagreement’s terms or because such contract agreement does not relate specifically solely to the Collaboration Molecules or Products) but is otherwise reasonably necessary or useful for Exelixis Medivation to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Territoryresearching, Developing, manufacturing, or if Collaborator is performing such work for Commercializing Products, then Partner shall reasonably cooperate with Medivation to [*]. If Partner manufactures the Compound and Product itself (and thus there is no contract agreement to assign), then Collaborator Partner shall reasonably cooperate with Exelixis to negotiate for the continuation of supply such services for Exelixis from such entity, bulk Collaboration Molecule or Collaborator shall continue to perform such work for Exelixisfinished Product, as applicable, to Medivation, for a reasonable period (not to exceed [ * ]) [*] after termination at Exelixis’ cost until Exelixis establishes an alternatethe effective date of termination), validated source pursuant to a supply agreement to be negotiated in good faith by the Parties. Medivation shall reimburse Partner or any of such servicesPartner’s Third Party manufacturers for all reasonable out-of-pocket costs incurred pursuant to this Section 13.5(d).

Transition Assistance. Collaborator shall use Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee for so long as is necessary to ensure patient safety, including ensuring continuity of supply to any patients. Collaborator AstraZeneca shall, at no cost to ExelixisFibroGen, provide reasonable consultation and assistance for a period of no more than [ * ] after one hundred eighty (180) days following the effective date of termination for the purpose of transferring or transitioning to Exelixis FibroGen, all Collaborator AstraZeneca Know-How solely related to a Product not already in Exelixis’ possession FibroGen’s possession, and, at Exelixis’ FibroGen’s request, all then-existing commercial arrangements relating specifically to the terminated region and the Products that Collaborator is able, using Commercially Reasonable Efforts, to transfer or transition to Exelixis or its designee, in each case, to the extent reasonably necessary or useful for Exelixis FibroGen to commence or continue the Development and/or Commercialization of the Compound and developing, manufacturing, or commercializing Products in the Collaborator terminated region, and further to the extent AstraZeneca is contractually able to do so. The foregoing consultation and assistance shall include, without limitation, assigning, upon request of FibroGen, any agreements with Third Party suppliers or vendors that specifically cover the supply or sale of Products in the Territory, to the extent such agreements are assignable by AstraZeneca. If any such contract between Collaborator AstraZeneca and a Third Party is not assignable to Exelixis or its designee FibroGen (whether by such contract’s terms or because such contract does not relate specifically to the Products) but is otherwise reasonably necessary or useful for Exelixis FibroGen to commence or continue the Development and/or Commercialization of the Compound and Products in the Collaborator Territorydeveloping, manufacturing, or if Collaborator is performing such work for the Compound and Product itself (and thus there is no contract to assign)commercializing Products, then Collaborator AstraZeneca shall reasonably cooperate with Exelixis FibroGen to negotiate for the continuation of such services for Exelixis license and/or supply from such entity. In any event, if AstraZeneca is manufacturing bulk or Collaborator finished Product under an agreement entered into pursuant to Section 6.4, then AstraZeneca shall continue to perform supply such work for Exelixisbulk or finished Product, as applicable, to FibroGen and Astellas, for a reasonable transitional period (not to exceed [ * ]twelve (12) after termination at Exelixis’ cost months from the effective date of the termination, subject to reasonable extension by FibroGen if AstraZeneca is unable to timely effect the technology transfer required to have a Third Party manufacturer designated by FibroGen undertake the manufacturing responsibilities) under the terms of such agreement until Exelixis FibroGen either enters into a separate agreement with such Third Party supplier or vendor or establishes an alternate, validated source of supply for the Products. In consideration of such servicessupplies, FibroGen shall pay to AstraZeneca a price equal to AstraZeneca’s actual cost to manufacture or acquire such supplies, provided that where termination is by AstraZeneca pursuant to Section 13.4(a), FibroGen shall pay to AstraZeneca a price equal to AstraZeneca’s actual cost to manufacture or acquire such supplies plus a xxxx-up [ * ] of such actual cost.