Transition Service Agreement. During the Transition Period, Seller shall reasonably cooperate with and provide reasonable assistance to Buyer in order to transition to Buyer the development of the Current Product, including the conduct of the On-Going Clinical Trials, and to transfer to Buyer all INDs, IND reports, data contained in the clinical databases and the global safety database, Inventory, pre-clinical and CMC information and regulatory filings, in each case for the Product, all of the foregoing in accordance with the terms and conditions of the Transition Service Agreement.
Transition Service Agreement. The pricing, pass-through costs, other out-of-pocket costs and other material terms and conditions under the Transition Service Agreement in the aggregate are no less favorable to Opco than the transfer pricing, pass-through costs, other out-of-pocket expenses and other material terms and conditions applicable to the Business and its receipt of similar services from Seller and its Affiliates during the year prior to the date hereof, subject to Acceptable Adjustments and Acceptable Increases.
Transition Service Agreement. Seller shall have delivered a counterpart of the Transition Services Agreement, signed by all parties thereto other than Buyer.
Transition Service Agreement. During the Pre-Closing Period, Seller and Nissin shall, and shall cause VNBZ to, execute a transition service agreement (the “Transition Service Agreement”) containing terms determined pursuant to good faith discussions between the Parties, including that the services be provided on an arm’s length basis at actual cost plus five percent (5%) margin pricing. The services provided pursuant to the Transition Service Agreement are set forth in Schedule 6.2.7.
Transition Service Agreement. Buyer shall have executed and delivered to Seller the Transition Services Agreement, and such agreement shall be in full force and effect.
Transition Service Agreement. Concurrently with the execution of the this Agreement, the parties shall execute and deliver to each other a transition services agreement substantially in the form attached hereto as Exhibit I (the “Transition Services Agreement”).
Transition Service Agreement. Seller and Purchaser shall have entered into the Transition Services Agreement in the respective form attached hereto as Exhibit D.
Transition Service Agreement. Between the date hereof and the Closing, Seller and Buyer shall agree on the terms of the Transition Services Agreement and act in good faith and use their commercially reasonable efforts to cause the Company to enter into a Transition Service Agreement for a term of no more than six months from the Closing Date. For the avoidance of doubt, the Transition Service Agreement shall include the services provided under the Intercompany Arrangements in force prior to Closing. The Seller shall charge the Company and Buyer a fee for the Transaction Services calculated on an at cost basis. The Company shall have the right to terminate the Transition Service Agreement partially or in full at no extra cost at any time, in accordance with the terms and conditions of the Transition Services Agreement.
Transition Service Agreement. Each of the parties to the Transition Service Agreement, other than the Investor or its Affiliates, shall have executed and delivered the Transition Service Agreement to the Investor.
Transition Service Agreement. JD shall have executed and delivered the Transition Service Agreement to the Company.
