Transition Support. The Rights Agent will cooperate with Pxxxxx, the Representative and any successor Rights Agent as reasonably requested in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including transferring the CVR Register to the successor Rights Agent.
Transition Support. Lilly shall make available to Anthera the Licensed Technology in its tangible possession or control and which can be readily identified, either through access to documents and/or to Lilly personnel in possession of such Licensed Technology, it being understood that Lilly shall have no obligation to transfer any Licensed Technology not in its possession, including any Licensed Technology in the possession of Shionogi, nor shall it be obligated to prepare reports, summaries or abstracts or transfer any Licensed Technology, the transfer of which would involve unreasonable burden or expense to Lilly. The terms by which Lilly will make such Licensed Technology available to Anthera are set forth in the Technology Transfer Letter Agreement. Promptly after the Effective Date, Lilly and Anthera shall agree upon a process and schedule for disclosure of the Licensed Technology, with the intent that such disclosure shall be substantially completed within [***] (the “Transition Period.”). Within this time period representatives of the Parties’ respective drug safety organizations will meet to determine how to transfer safety information. Such safety information includes but is not limited to adverse event and periodic safety reports. Within [***] following the Effective Date, Lilly shall work with Anthera to transfer possession of the Product Data Package in its tangible possession or control. In addition, during the Transition Period Lilly will provide Anthera with reasonable access to appropriate Lilly clinical and regulatory personnel to answer questions regarding the Licensed Technology. All out-of-pocket expenses or other costs associated with travel and related accommodations for Lilly personnel involved in transition support shall be paid by Anthera. During the Transition Period, Lilly and Shionogi shall execute, acknowledge and deliver such further instruments, and do all such other acts, consistent with the transition support obligations described in Sections 4.1, 4.2, and 4.3 to enable and facilitate an effective transition of development, regulatory, and commercialization responsibilities and activities to Anthera for Compounds and Licensed Products. After the Transition Period, if Anthera discovers that any material Licensed Technology has not been transferred to Anthera, Anthera shall notify Lilly and Lilly will use reasonable efforts to locate such Licensed Technology and transfer it to Anthera.
Transition Support. (a) The Parties acknowledge that they have been working together to mutually agree upon a written project plan for each of the Services identified on the Schedules hereto (each project plan, a “Project Card”). Each Project Card is intended to address (i) the actions the applicable Service Provider and Service Recipient shall take to operate independently of one another or otherwise replace or migrate away from the Service, (ii) any inter-dependence between the actions contained in any of the various Project Cards, (iii) timelines for conclusion of the actions and separation activities described on the Project Card and (iv) any additional reasonable assistance any Party requires from the other in connection with completion of separation activities described on the Project Card. The Project Cards are not incorporated into or made part of this Agreement. The Parties agree to reasonably cooperate in good faith to revise the Project Cards as necessary based on changes in circumstances during the term of this Agreement. In the event that the Parties revise a Project Card in a manner that results in such Project Card contradicting the relevant Schedule hereto, the Parties will act in good faith consistent with the terms of this Agreement to consider whether an amendment to this Agreement is necessary or desirable. In the event an amendment is executed, it shall be deemed to be part of this Agreement and the Services from and after the effective date of such amendment. For the avoidance of doubt, BNPP’s written agreement shall not be required with respect to amendments to Schedule A, Schedule B, Schedule C and Schedule E, and neither BWHI’s nor BoW’s approval shall be required with respect to amendments to Schedule E.
(b) Each Service Provider shall reasonably cooperate in good faith to facilitate each Service Recipient’s ability to operate independently of or otherwise replace or migrate away from each Service. Each Service Provider shall use commercially reasonable efforts to minimize (i) any disruption in connection with the receipt of Services, (ii) any quality degradation in connection with the Services and (iii) any cost to the applicable Service Recipient’s independent operation or replacement or migration away from each Service. No Service Provider shall be obligated to incur any out-of-pocket cost or expense in connection with any of the actions taken pursuant to this Section 2.9(b) unless otherwise agreed to by the Parties in writing.
Transition Support. (a) Within 60 days following the effective date of this Agreement or any later date agreed by the Parties, the Parties will work together in good faith to mutually agree upon written migration plans for each of the Services addressing (i) the steps the Parties shall take to operate independently of one another or otherwise replace or migrate away from the Services, (ii) any inter-dependence between the steps in any of the migration plans, (iii) timelines for conclusion of these steps and separation activities and (iv) any additional reasonable assistance either Party requires from the other in connection with completion of separation activities. The Parties agree to reasonably cooperate in good faith to revise the written migration plans as necessary based on changes in circumstances during the term of this Agreement.
(b) Each Service Provider shall (i) reasonably cooperate in good faith to facilitate each applicable Service Recipient operating independently of or otherwise replacing or migrating away from each Service and (ii) utilize commercially reasonable efforts to minimize (1) any disruption in connection with the receipt of Services, (2) any quality degradation in connection with the Services and (3) any cost to the applicable Service Recipient’s independent operation or replacement or migration away from each Service; provided that each applicable Service Provider shall not be obligated to incur any out-of-pocket cost or expense in connection with any of the actions taken pursuant to this Section 2.9(b).
(c) Promptly after the termination of any Service in accordance with this Agreement, the applicable Service Provider shall, subject to Applicable Law and at the applicable Service Recipient’s expense, use its commercially reasonable efforts to transfer all requested and relevant data concerning such Service (if any) to the applicable Service Recipient, or such Service Recipient’s third party designee, and to cooperate in the conversion of any and all such data from Service Provider’s systems to those of the Service Recipient, or such Service Recipient’s third party designee. In addition, if reasonably requested by the applicable Service Recipient, the applicable Service Provider shall deliver to such Service Recipient as promptly as practicable (but in no event more than 45 days after such request) all available Service Records related to such Service; provided, however, that the applicable Service Provider shall have the right to retain an archiva...
Transition Support. The Parties agree to work diligently and in good faith to complete the transfers set forth in Section 3.1 from Regeneron to Company as soon as reasonably practicable. Regeneron, at its sole cost and expense, shall provide reasonable telephonic assistance to Company to help identify and solve issues relating to unsuccessful breeding of Mice (including ********************** ***********). At Company’s request and expense, upon reasonable prior notice and at mutually convenient dates, Regeneron personnel shall ****************************to help identify and solve issues relating to unsuccessful breeding of Mice at the Site designated by Company.
Transition Support. In the event that Employee relocates to the greater Salt Lake City, UT Wasatch Front area within twenty-four (24) months following the Effective Date, which time period may be extended by mutual, written agreement of the parties:
(i) The Company shall provide temporary housing support of up to $4,000 per month for six (6) months following such relocation. This temporary housing support shall begin within a reasonable time of Employee’s written request for temporary housing support reimbursement and will be payable on a monthly basis thereafter in accordance with the Company’s payroll practices; and
(ii) The Company shall will reimburse up to $30,000.00 in Employee’s relocation costs for such relocation. Should Employee’s documented relocation costs exceed $30,000.00, the Company may - but is not required to - reimburse those additional amounts, with said additional reimbursement to be confirmed, in writing, by the parties.
Transition Support. In the interest of educational excellence, an employee recalled to a different position/program shall be given an opportunity to observe the new assignment when possible and to receive mentoring.
Transition Support. Notwithstanding anything to the contrary in this Article II, Service Provider shall provide (or cause to be provided) to Bioverativ and its Affiliates, at Bioverativ’s sole cost and expense, any reasonable cooperation and assistance requested by Bioverativ for the transition from Services to replacement services, whether such replacement services are to be provided by Bioverativ or any other Person, including without limitation allocating and providing commercially reasonable access to appropriate personnel and making available (or having made available) on a timely basis to Bioverativ all non-privileged and non-confidential information and materials reasonably requested by Bioverativ about the Services and the information technology systems used in connection with the provision of such Services. Prior to the termination or expiration of this Agreement (or any Services provided hereunder) and subject to the last sentence of this Section 2.6, Service Provider shall deliver to Bioverativ such non-privileged and non-confidential documents, records and information as are reasonably necessary to achieve such transition. Immediately upon the termination or expiration of this Agreement, at Bioverativ’s reasonable cost and expense, (i) Service Provider shall promptly deliver to Bioverativ copies of any and all such remaining documents, records and information in Service Provider’s possession and owned by Bioverativ or to which Bioverativ is otherwise entitled pursuant to this Agreement or the Separation Agreement and (ii) Bioverativ shall promptly return to Service Provider all such non-privileged and non-confidential documents, records and information in Bioverativ’s possession or under its control, other than those non-privileged and non-confidential documents, records and information that Bioverativ is entitled to retain pursuant to the Separation Agreement.
Transition Support. Subject to Sections 6.1(d) and (e), promptly after the termination of the Transition Service (but in no event more than 30 days in case such termination is pursuant to Section 6.1(b) or 6.2(c), and in no event more than 10 days, or such time as mutually agreed by the parties hereto, in case such termination is pursuant to Section 6.1(a)), or any element or sub-element thereof, in accordance with this Agreement or the request of EVE-VEN, EVE-PR shall, or shall cause the Service Provider to, subject to applicable Law and at the reasonable cost (without any xxxx-up) of EVE-VEN, use Reasonable Best Efforts to transfer all data concerning the relevant element or sub-element of the Transition Service to the Service Recipient. In addition, if reasonably requested by EVE-VEN, EVE-PR shall deliver, or cause to be delivered, to the Service Recipient promptly (but in no event more than sixty (60) days after) all records, data, files and other information received or generated for the benefit of the Service Recipient in connection with the provision of such element or sub-element of the Transition Service; provided, however, that EVE-PR shall have the right to retain an archival copy of such records to the extent required by applicable Law or for the purpose of responding to regulatory requests or intraparty claims.
Transition Support. The Company agrees that it will provide reasonable and customary support to Employee with respect to his transition to new employment, including through letters of reference or recommendations, as reasonably necessary; provided, however, Employee acknowledges that the Company cannot guarantee that Employee will secure his desired employment.
