Transition Leads. Each Party shall designate and identify to the other Party one or two individuals to coordinate all matters relating to the provision or receipt of Services and the operation of this Agreement generally (collectively, the “Transition Leads”). The Transition Leads shall be the principal points of contact between the Parties (a) for all matters that the Service Leads are not able to resolve after using good faith efforts to do so and (b) for all matters relating to the provision or receipt of Services generally or otherwise relating to this Agreement (including requests for transition support, communications with regard to issues surrounding the provision of Services, disagreements between the Parties relating to the provision or receipt of Services and invoice disputes). The Transition Leads shall meet (by teleconference if mutually agreed) on a mutually agreed basis to review the provision of the Services and the operation of this Agreement, including to address, without limitation, the Service Provider’s compliance with the performance standards set forth in Section 2.2 and the adequacy of the resources and the qualifications of the personnel (including any Subcontractors) used by the Service Provider in providing the Services. The Transition Leads shall be responsible for the oversight and coordination of the provision or receipt of Services, and each shall have the appropriate decision-making authority for their respective Party with respect to the provision and receipt of Services. A Transition Lead may also delegate specific aspects of a Transition Lead’s responsibilities to one or more persons upon written notice to the other Party’s Transition Leads. A Transition Lead and his or her delegates may be replaced at any time and for any reason by the Party that initially appointed such Transition Lead, and such Party or the newly appointed Transition Lead or delegate shall notify the other Party of such replacement and appointment.
Transition Leads. Each Party shall appoint a representative having a general understanding of the issues related to the transition of the Development, Manufacture, and Commercialization of the Licensed Products to Gilead, and any other activities contemplated under the Transition Plan, to act as its transition manager under this Agreement (each, a “Transition Lead”), which Transition Lead shall be specified in the Transition Plan. The Transition Leads will be primarily responsible for facilitating the flow of information and otherwise promoting communication, coordination, and collaboration between the Parties hereunder with respect to the activities contemplated under the Transition Plan and will (a) keep the JSC reasonably informed, including between meetings of the JSC, regarding the progress of the activities undertaken pursuant to the Transition Plan; (b) timely notify the JSC regarding any actual or potential obstacles to the orderly and timely completion of the activities contemplated under the Transition Plan and any anticipated delays or other changes to the timeline set forth in the Development Plan; and (c) promptly make themselves available to the JSC for purposes of discussion and mitigation of any such obstacles, delays or changes.
