Award Transfer Program. Notwithstanding any contrary provision of the Plan, the Committee shall have all discretion and authority to determine and implement the terms and conditions of any Award Transfer Program instituted pursuant to this Section 14.2 and shall have the authority to amend the terms of any Award participating, or otherwise eligible to participate in, the Award Transfer Program, including (but not limited to) the authority to # amend (including to extend) the expiration date, post-termination exercise period and/or forfeiture conditions of any such Award, # amend or remove any provisions of the Award relating to the Award holder’s continued Service to the Company or its Parent, Subsidiary, or Affiliate, # amend the permissible payment methods with respect to the exercise or purchase of any such Award, # amend the adjustments to be implemented in the event of changes in the capitalization and other similar events with respect to such Award, and # make such other changes to the terms of such Award as the Committee deems necessary or appropriate in its sole discretion. Notwithstanding anything to the contrary in the Plan, in no event will the Committee have the right to determine and implement the terms and conditions of any Award Transfer Program without stockholder approval.

Upon termination of this Agreement in its entirety # [​] or # [​], in each case (i) and (ii) at Atara’s option, upon written notice submitted to Bayer no later than [​] days after the effective date of the termination, [​].

MECP2 Research Program Transfer. Within ​ following the JSC’s selection of one or more Clinical Candidates from the [[Unknown Identifier]] Research Program in accordance with [Section 4.6(e)], Stoke shall transfer to Acadia # Stoke’s existing Know-How and documentation for the synthesis, conjugation, formulation and manufacturing of the Clinical Candidate(s); # any existing material of the Clinical Candidate(s); and # all Results pertaining to such Clinical Candidate(s) and other Stoke [[Unknown Identifier]] Know-How relating to such Clinical Candidate(s) and manufacture thereof (including, for example, Know-How from Stoke’s other research programs to the extent necessary or generally useful in the manufacture of ASOs) (such transfer the “[[Unknown Identifier]] Technology Transfer”), in each case, to the extent not already in the possession of Acadia. Acadia shall reimburse Stoke for its Internal Costs and External Costs in connection with performing such activities. In addition, for a period of ​ following the [[Person A:Person]] completion of such transfer, Stoke shall provide Acadia with technical and scientific assistance as reasonably requested by Acadia and in an amount not to exceed ​ FTE hours, provided that Acadia will reimburse Stoke for any Internal Costs incurred in providing such assistance.

Transfer of Award. Neither the Award nor the Restricted Stock Units may be transferred except at death in accordance with [Section 6(a)(3)] of the Plan.

Transfer of Award. The Award may not be transferred except as expressly permitted under [Section 6.4] of the Plan.

Development Opt-Out Program Transfer. Within ​ following the Development Opt-Out Date, the Development Opt-Out Party shall transfer to the Primary Party with respect to the applicable [[Unknown Identifier]] Opt-Out Product, # the Development Opt-Out Party’s existing Know-How and documentation for the synthesis, conjugation, formulation and manufacturing of the [[Unknown Identifier]] Opt-Out Product; # any existing material of the [[Unknown Identifier]] Opt-Out Product; and # all results and other Development Opt-Out Party Know-How relating to such [[Unknown Identifier]] Opt-Out Product and manufacture of such [[Unknown Identifier]] Opt-Out Product (such transfer the “[[Unknown Identifier]] Development Technology Transfer”), in each case, to the extent requested by the Primary Party. In addition, for a period of ​ following the completion of such transfer, the Development Opt-Out Party shall provide the Primary Party with technical and scientific assistance as reasonably requested by the Primary Party, provided that the Primary Party reimburses the Development Opt-Out Party for its Internal Costs incurred in providing such assistance.

Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until # the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and # shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.

Restrictions on Transfer of Award. The provisions in the Plan regarding restrictions on Transfer shall apply to the Award.

Exchange Program. Notwithstanding anything in this Section 4, the Committee shall not implement an Exchange Program without the approval of the holders of a majority of the Shares that are present in person or by proxy and entitled to vote at any annual or special meeting of Company’s stockholders.

Training Program. The Parties shall # develop a training program for the promotion of all Products (including, without limitation, all Co-Promoted Products in the Co-Promotion Territory) and # train all Representatives of both Parties to be used for the Co-Promotion of Co-Promoted Products in the Co-Promotion Territory as soon as practicable after the approval of the Marketing and Sales Plan by the JDCC. The Parties agree to utilize such training programs on an ongoing basis to assure a consistent, focused promotional strategy and all such training shall be carried out at a time that is mutually acceptable to Enanta and Abbott. No Representative of either Party may Detail a Co-Promotion Product unless such representative successfully completes the training program described in this Section 6. Except as provided herein, it is agreed that for the Product specific training, the internal costs and the out-of-pocket costs of such training programs (including without limitation the out-of-pocket costs of the development, production, printing of such training materials) shall not be included as a Development Cost under this Agreement and shall be treated as a Commercialization Expense.