Transition Assistance. Bausch Health shall, and shall cause its Affiliates and Sublicensees to, reasonably cooperate with Clearside to facilitate the orderly transition of the Development and Commercialization of Products to Clearside (subject to any Third Party rights with respect to the Other Products), including to facilitate the assignment, upon request of Clearside, of any agreements or arrangements with Third Party vendors (including distributors) solely to Develop, promote, distribute, sell or otherwise Commercialize Products.

Transition Assistance. For a period of one hundred eighty (180) days [[Savara:Organization]] shall provide such assistance, at no cost to [[Grifols:Organization]], as may be reasonably necessary for [[Grifols:Organization]] to continue Developing and/or Commercializing Licensed Products throughout the Territory, to the extent [[Savara:Organization]] is then performing or having performed such activities, including by using good faith efforts to assign or amend, as appropriate, upon the request of [[Grifols:Organization]], any agreements or arrangements with Third Party vendors to Develop and/or Commercialize Licensed Products. To the extent that any such contract between [[Savara:Organization]] and a Third Party is not assignable to [[Grifols:Organization]], [[Savara:Organization]] shall reasonably cooperate with [[Grifols:Organization]] to arrange with any such Third Party to continue to provide such services for a reasonable time after termination. [[Savara:Organization]] shall not knowingly, during any notice period prior to the termination of this Agreement or during any transition period after termination, take any action that could reasonably be expected to have a material adverse impact on the further Development and Commercialization of any Licensed Product.

Transition Assistance. Ji Xing shall (and shall cause its Affiliates and sublicensees to) reasonably cooperate with [[Cytokinetics:Organization]] to facilitate orderly transition of the Development, Manufacture and Commercialization of and Medical Affairs Activities for the Product to [[Cytokinetics:Organization]], including # assigning or amending as appropriate, upon request of [[Cytokinetics:Organization]], any agreements or arrangements with Third Party vendors (including distributors) to Develop, promote, distribute, sell or otherwise Commercialize the Product or, to the extent any such Third Party agreement or arrangement is not assignable to [[Cytokinetics:Organization]], reasonably cooperating with [[Cytokinetics:Organization]] to arrange to continue to provide such services for a reasonable time after termination; # to the extent that Ji Xing or its Affiliate or sublicensee is performing any activities described above in (i), reasonably cooperating with [[Cytokinetics:Organization]] to transfer such activities to [[Cytokinetics:Organization]] or its designee, and continuing to perform such activities on [[Cytokinetics:Organization]]’ behalf for a reasonable time after termination until such transfer is completed; and # providing [[Cytokinetics:Organization]] with reasonable quantities of materials used or generated by Ji Xing, its Affiliates and sublicensees in the Development, Manufacture and Commercialization of and Medical Affairs Activities for the Product in the Territory, such as clinical brochures and promotional materials, or any chemical or biological materials, that were not received from [[Cytokinetics:Organization]].

Transition Assistance. 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, at no cost to Ovid, provide reasonable consultation and assistance for a period of no more than ​ after the effective date of termination for the purpose of transferring or transitioning to Ovid all Licensee Know-How not already in Ovid’s possession and, at Ovid’s request, all then-existing commercial arrangements, customer lists, and similar information relating to the Products that Licensee is able, using Commercially Reasonable Efforts, to transfer or transition to Ovid or its designee, in each case, to the extent reasonably necessary for Ovid to continue the Development or Commercialization of the Compound and Products in the Licensee Territory. If any such contract between Licensee and a Third Party is not assignable to Ovid or its designee (whether by such contract’s terms or because such contract does not relate specifically to the Products) but is otherwise reasonably necessary for Ovid to continue the Development or Commercialization of the Compound and Products in the Licensee Territory, or if Licensee is performing such work for the Compound and Product itself (and thus there is no contract to assign), then Licensee shall reasonably cooperate with Ovid to negotiate for the continuation of such services for Ovid from such entity, or Licensee shall continue to perform such work for Ovid, as applicable, for a reasonable period (not to exceed ​) after the effective date of termination at Ovid’s cost until Ovid establishes an alternate, validated source of such services.

Transition Assistance. During the 90 days after a Termination Notice has been given, you will take all actions the Company may reasonably request to maintain for the Company the business, goodwill and business relationships with any Clients.

Transition Assistance. Without limiting the generality of the remainder of this [Section 12.5.1, EISAI]I] shall use its Commercially Reasonable Efforts, at [[EPIZYME:Organization]]’s cost, to effect a seamless, timely transition to [[EPIZYME:Organization]] of all Development, Manufacturing and Commercialization activities and responsibilities for Licensed Compounds and Licensed Products in the EISAI Territory as they exist as of the date of termination in accordance with a transition plan to be mutually agreed by the Parties.

Transition Assistance. 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, at no cost to Ovid, provide reasonable consultation and assistance for a period of no more than ​ after the effective date of termination for the purpose of transferring or transitioning to Ovid all Licensee Know-How not already in Ovid’s possession and, at Ovid’s request, all then-existing commercial arrangements, customer lists, and similar information relating to the Products that Licensee is able, using Commercially Reasonable Efforts, to transfer or transition to Ovid or its designee, in each case, to the extent reasonably necessary for Ovid to continue the Development or Commercialization of the Compound and Products in the Licensee Territory. If any such contract between Licensee and a Third Party is not assignable to Ovid or its designee (whether by such contract’s terms or because such contract does not relate specifically to the Products) but is otherwise reasonably necessary for Ovid to continue the Development or Commercialization of the Compound and Products in the Licensee Territory, or if Licensee is performing such work for the Compound and Product itself (and thus there is no contract to assign), then Licensee shall reasonably cooperate with Ovid to negotiate for the continuation of such services for Ovid from such entity, or Licensee shall continue to perform such work for Ovid, as applicable, for a reasonable period (not to exceed ​) after the effective date of termination at Ovid’s cost until Ovid establishes an alternate, validated source of such services.

Transition Assistance. Without limiting the generality of the remainder of this [Section 12.2(c)], the Parties shall effect a seamless, timely transition to IDEAYA or its designee of the then ongoing Development, Manufacturing and Commercialization activities and responsibilities, as applicable, with respect to the Terminated Compounds and Terminated Products in accordance with a transition plan to be negotiated in good faith by the Parties starting as soon as practical, but not later than ​ days after the effective date of termination, so long as the Parties are not in dispute over such termination or where GSK is actively curing a breach as permitted in [Section 11.2]. The transition plan will set out all relevant terms, including costs required to effect the transition including regarding transfer or completion of on-going clinical studies of Terminated Compounds and Terminated Products, transfer of Regulatory Filings and Regulatory Approvals, assignment or transfer of material Third Party agreements to the extent solely related to the Development, Manufacturing, distribution or Commercialization of Terminated Compounds or Terminated Products and transfer of any filings for trademarks solely relating to the Terminated Compounds or Terminated Products (“Product Marks”), timing and format for transfer of all Data related to the Terminated Compounds or Terminated Products, reasonable accommodations for the supply of Terminated Compounds and Terminated Products or transfer of existing inventory of Terminated Compounds and Terminated Products, and responsibility for prosecution, maintenance, enforcement and defense of Patents comprising Joint Arising Technology Notwithstanding anything to the contrary that may be set forth in such transition plan, GSK hereby assigns to IDEAYA all such Regulatory Filings, Regulatory Approvals, and Product Marks effective as of the effective date of such termination. Additionally, notwithstanding the foregoing, if GSK terminates the Agreement in its entirety or with respect to a Terminated Compound and Terminated Product in accordance with [Section 11.3] as a result of material safety concerns that GSK in good faith determines make the further Development or Commercialization of the applicable Terminated Compound(s) and Terminated Product(s) unreasonable from a scientific, regulatory or ethical perspective, then GSK shall have no obligation to continue any on-going clinical trials of the Terminated Compounds and Terminated Products or enable a Third Party to do the same, or provide any supply of the applicable Terminated Compounds and Terminated Products for Development or Commercial purposes).

Transition Assistance. Upon the expiration or other termination of this Agreement, Supplier shall reasonably cooperate with [[OUTSET:Organization]] to ensure an orderly and efficient transition of the Supply of Products and Services to [[OUTSET:Organization]], any [[OUTSET:Organization]] Affiliate or another vendor designated by [[OUTSET:Organization]]. Supplier shall provide all reasonably necessary details and information regarding the Products and Services, and Supplier shall use its best efforts to transfer licenses or assign agreements for any software or Third-Party services, with the approval of the applicable Third Parties, used to provide the Products or Services, to [[OUTSET:Organization]], other [[OUTSET:Organization]] Entities or another vendor designated by [[OUTSET:Organization]].

Transition Assistance. Ji Xing shall (and shall cause its Affiliates and sublicensees to) reasonably cooperate with [[Cytokinetics:Organization]] to facilitate orderly transition of the Development, Manufacture and Commercialization of and Medical Affairs Activities for the Product to [[Cytokinetics:Organization]], ​.