Commercial Wind-Down. Except in the event of # termination by Licensee for an uncured material breach by Ovid, or # termination by Licensee in the circumstances set forth in Section 14.2(b)(i) with respect to Ovid, or # Ovid’s termination for Safety Reason (where Licensee elects to continue the Development and Commercialization of the Product), Licensee shall, as directed by Ovid, # continue certain ongoing Commercial activities of Licensee and its Affiliates and Sublicensees with respect to any Product in the Licensee Territory for a period of up to ​ after the effective date of termination, as determined by Ovid, and # handoff such Commercial activities to Ovid or its designee, on a timetable to be set by Ovid, not to exceed ​ after the effective date of termination, and in compliance with all Applicable Laws. During such commercial wind-down period, Licensee shall continue to book sales and pay royalties to Ovid in accordance with Section 8.5. Except as necessary to conduct the foregoing activities as directed by Ovid, Licensee shall immediately discontinue its (and shall ensure that its Affiliates and Sublicensees immediately discontinue their) promotion, marketing, offering for sale, and servicing of the Product and its use of all Product Marks. In addition, Licensee shall immediately deliver to Ovid (at Licensee’s expense) all samples, demonstration equipment, sales materials, catalogs, and literature of Ovid in Licensee’s possession or control.

Wind-Down. [[3D Medicines:Organization]] will # responsibly wind-down, in accordance with accepted pharmaceutical industry norms and ethical practices, any on-going Clinical Trials for which it has responsibility hereunder in which patient dosing has commenced or, # unless if this Agreement is terminated by [[3D Medicines:Organization]] pursuant to [Sections 13.4 or 13.5]5], at [[Aravive:Organization]]’s reasonable request, # transfer to [[Aravive:Organization]] of its designee such Clinical Trial to the extent permitted under applicable Laws and accepted pharmaceutical industry norms and ethical practices, or # if reasonably practicable and not adverse to patient safety, complete such Clinical Trials and [[Aravive:Organization]] shall reimburse [[3D Medicines:Organization]] its reasonable, out-of-pocket costs associated therewith. For clarity, except as provided for above, [[3D Medicines:Organization]] may transfer to [[Aravive:Organization]] or its designee or wind-down any ongoing Clinical Trials prior to the date of termination in accordance with accepted pharmaceutical industry norms and ethical practices and [[3D Medicines:Organization]] will be responsible for any costs associated with such transfer or wind-down. Notwithstanding the foregoing, if this Agreement is terminated by [[3D Medicines:Organization]] pursuant to [Sections 13.4 or 13.5]5], then [[Aravive:Organization]] will be responsible for any costs associated with such wind-down.

Wind-Down. Apollomics will # responsibly wind-down, in accordance with accepted pharmaceutical industry norms and ethical practices, any on-going clinical studies for which it has responsibility hereunder in which patient dosing has commenced and # at [[GlycoMimetics:Organization]] written election, # transfer to [[GlycoMimetics:Organization]] or its designee any such clinical studies to the extent permitted under Applicable Laws and accepted pharmaceutical industry norms and ethical practices, or # if reasonably practicable and not adverse to patient safety, complete such trials and [[GlycoMimetics:Organization]] shall reimburse Apollomics its reasonable, out-of-pocket costs associated therewith. For the purpose of clarity, except as provided for above, Apollomics may transfer to [[GlycoMimetics:Organization]] or its designee or wind-down any ongoing clinical trials prior to the date of termination in accordance with accepted pharmaceutical industry norms and ethical practices and Apollomics will be responsible for any costs associated with such transfer or wind-down.

Wind-Down. Promptly following receipt by the applicable Party of a notice of termination under Section 15.2, Section 15.4(a) or Section 15.4(b), the Parties will begin to wind-down their respective activities under this Agreement. The Parties will establish an appropriate Working Group to coordinate such wind-down.

Wind-Down. The Parties shall use reasonable efforts to wind down activities under this Agreement in a reasonable manner and avoid incurring any additional expenditures or non-cancellable obligations; provided that, in the case of termination, the applicable Lead Party may continue to dose subjects enrolled in any then On-Going Collaboration Study through completion of the applicable Protocol if dosing is in due regard for patient safety or required by the applicable Regulatory Authority(ies) or Applicable Law(s). The Development licenses to BMS and Nektar in [Sections 11.1(a) and 11.2(a)])] shall continue, as the case may be, through such Development wind-down activities. Any wind-down activities under this Agreement will include the return to BMS, or destruction, of all BMS Assets provided to Nektar and not consumed or planned to be consumed in any applicable On-Going Collaboration Studies or ongoing Independent Studies, and the return to Nektar, or destruction, of all Nektar Assets provided to BMS and not consumed or planned to be consumed in any applicable On-Going Collaboration Studies or ongoing Independent Studies.

Wind Down. [[Celgene Corp:Organization]] will responsibly wind-down, in accordance with accepted pharmaceutical industry norms and ethical practices, any on-going clinical studies for which it has responsibility hereunder in which patient dosing has commenced or, if reasonably practicable and requested by Bluebird, allow [[Celgene Corp:Organization]], its Affiliates or its Sublicensees to complete such trials. [[Celgene Corp:Organization]] will be responsible for any costs associated with such wind-down. Bluebird will pay all costs incurred by either Party to complete such studies should Bluebird request that such studies be completed.

Wind-Down Period. During the period that is six (6) months prior to the date of termination of this Agreement, the Providing Party shall have no obligation to # expand the scope of its Services under this Agreement or any SOW, # perform any new or additional Services under this Agreement or any SOW, or # invest in hardware, software or equipment for performance against a Service or SOW.

Wind-Down. If HFB does not elect to assume control of any such Clinical Trials for any Licensed Product, then [[FibroGen:Organization]] will, in accordance with accepted pharmaceutical industry norms and ethical practices, wind-down the conduct of any such Clinical Trial in an orderly manner. [[FibroGen:Organization]] will be responsible for any costs and expenses associated with such wind-down (unless this Agreement is terminated by [[FibroGen:Organization]] pursuant to [Section 13.3] (Termination for Cause), in which case HFB will bear all such costs and expenses).

Commercial Wind-Down. Except in the event of # termination by Licensee for an uncured material breach by Ovid, or # termination by Licensee in the circumstances set forth in Section 14.2(b)(i) with respect to Ovid, or # Ovid’s termination for Safety Reason (where Licensee elects to continue the Development and Commercialization of the Product), Licensee shall, as directed by Ovid, # continue certain ongoing Commercial activities of Licensee and its Affiliates and Sublicensees with respect to any Product in the Licensee Territory for a period of up to ​ after the effective date of termination, as determined by Ovid, and # handoff such Commercial activities to Ovid or its designee, on a timetable to be set by Ovid, not to exceed ​ after the effective date of termination, and in compliance with all Applicable Laws. During such commercial wind-down period, Licensee shall continue to book sales and pay royalties to Ovid in accordance with Section 8.5. Except as necessary to conduct the foregoing activities as directed by Ovid, Licensee shall immediately discontinue its (and shall ensure that its Affiliates and Sublicensees immediately discontinue their) promotion, marketing, offering for sale, and servicing of the Product and its use of all Product Marks. In addition, Licensee shall immediately deliver to Ovid (at Licensee’s expense) all samples, demonstration equipment, sales materials, catalogs, and literature of Ovid in Licensee’s possession or control.

Wind-Down. Promptly following receipt by the applicable Party of a notice of termination pursuant to this Article 11 (Term and Termination), the Parties will begin to wind-down their respective activities under this Agreement with respect to the Terminated Targets. The Parties will coordinate the wind-down of each Party’s efforts under this Agreement, and, if the applicable committees have disbanded, then the Parties will establish an appropriate committee to coordinate such wind-down.