Wind Down and Transition. ALJ will be responsible for the wind-down of ALJ’s and its Affiliates’, Sublicensees’, and Subcontractors’ Exploitation of each Terminated Product in each Terminated Country. ALJ will, and will cause its Affiliates, Sublicensees, and Subcontractors to, reasonably cooperate with Evelo to facilitate orderly transition of the Exploitation of each Terminated Product in each Terminated Country to Evelo or its designee, including performing, or procuring the performance by its Affiliates or Subcontractors of, any activities relating to the Exploitation of Terminated Products in Terminated Countries, reasonably cooperating with Evelo to transfer such activities to Evelo or its designee and continuing to perform such activities on Evelo’s behalf for a reasonable time after termination of this Agreement with respect to such Terminated Product until such transfer is completed.
Wind Down and Transition. Licensee will be responsible, at its own cost and expense, for the wind-down of Licensee’s and its Affiliates’ and its sublicensees’ Exploitation of the Licensed Product. Licensee will, and will cause its Affiliates and sublicensees to, reasonably cooperate with Akebia to facilitate orderly transition of the Exploitation of the Licensed Product to Akebia or its designee, including (a) assigning or amending as appropriate, upon request of Akebia, any agreements or arrangements with Third Party vendors (including distributors) to Exploit the Licensed Product or, to the extent any such Third Party agreement or arrangement is not assignable to Akebia, reasonably cooperating with Xxxxxx to arrange to continue to provide such services for a reasonable time after termination of this Agreement with respect to the Licensed Product; and (b) to the extent that Licensee or its Affiliate is performing any activities described in the foregoing clause (a), reasonably cooperating with Akebia to transfer such activities to Akebia or its designee and continuing to perform such activities on Akebia’s behalf for a reasonable time after termination of this Agreement with respect to the Licensed Product until such transfer is completed. 15.
Wind Down and Transition. Torii will be responsible, at its own cost and expense (subject to Section 13.4.13 (Termination by Torii for Cause)), for the wind-down of Torii’s and its Affiliates’ and its Sublicensees’ activities with respect to the Licensed Product. Torii will, and will cause its Affiliates and Sublicensees to, reasonably cooperate with BioCryst to facilitate orderly transition of all Commercialization and other activities then being performed by or on behalf of Torii or its Affiliates or Sublicensees for the Licensed Product to BioCryst or its designee, including reasonably cooperating with BioCryst to transfer all Commercialization and other activities to BioCryst or its designee and continuing to perform such activities on BioCryst’s behalf for a reasonable time after termination of this Agreement with respect to such Licensed Product until such transfer is completed.
Wind Down and Transition. Subject to Section 14.10(b), Astellas shall be responsible for the wind-down of Astellas’s, its Affiliates’ and its Sublicensees’ Development, Manufacturing and Commercialization of the Licensed Compounds and Licensed Products. Without limiting the foregoing, in the event of the early termination of a Program during the Research Term for such Program, Astellas shall continue to support the Research Costs for such Program for a period of [*] following the date of the notice of termination. Astellas, its Affiliates and Sublicensees shall be entitled to continue to sell any existing inventory of Licensed Compounds and Licensed Products that have launched as of the applicable effective date of termination, in accordance with the terms and conditions of this Agreement, for a period [*], and any such Licensed Compounds and Licensed Products sold or disposed of during this period shall be subject to the same royalties or Cost Share, as applicable, as would have applied had this Agreement otherwise remained in full force and effect.
Wind Down and Transition. Except as provided under Section 15.3.14 (Termination by Partner for Kiniksa’s Breach or Insolvency), Partner will be responsible, at its own cost and expense, for the wind-down of Partner’s and its Affiliates’ and its Sublicensees’ Exploitation of the Licensed Product. Partner will, and will cause its Affiliates and Sublicensees to, reasonably cooperate with Kiniksa to facilitate orderly transition of the Exploitation of the Licensed Product to Kiniksa or its designee, including (a) assigning or amending as appropriate, upon request of Kiniksa, any agreements or arrangements with Third Party vendors (including distributors) to Exploit the Licensed Product or, to the extent any such Third Party agreement or arrangement is not assignable to Kiniksa, reasonably cooperating with Kiniksa to arrange to continue to provide such services for a reasonable time after termination of this Agreement with respect to the Licensed Product; and (b) to the extent that Partner or its Affiliate is performing any activities described in the foregoing clause (a), reasonably cooperating with Kiniksa to transfer such activities to Kiniksa or its designee and continuing to perform such activities on Kiniksa’s behalf for a reasonable time after termination of this Agreement with respect to the Licensed Product until such transfer is completed.
