Transition Agreement. The Parties will enter into a written agreement (the “Transition Agreement”) that would effectuate the terms and conditions of this [Section 3.3(g)] and would include other reasonable terms and conditions, including terms allocating costs and expenses, describing the Parties’ indemnification obligations, setting forth the Parties’ obligations with respect to unauthorized sales, and setting forth other coordination obligations. If, despite such efforts, the Parties are unable to agree upon such terms and conditions within ​ from the effective date of the opt-out, either Party may refer the dispute for resolution by arbitration in accordance with [Section 17.1], and the arbitrator has the authority to require the Parties to execute a Transition Agreement in the form approved by the arbitrator.

Transition Assistance. The Transition Agreement will require the Opt-Out Party to, at no cost to the Continuing Party, provide reasonable consultation and assistance for a period of no more than ​ for the purpose of disclosing and providing to the Continuing Party, all the Unum Reversion IP or the SGI Reversion IP (as the case may be) not already in the Continuing Party’s possession that is relevant to the Reversion Product, and, at the Continuing Party’s request, all then-existing commercial arrangements to the extent relating solely and specifically to the Reversion Product that the Opt-Out Party is able, using reasonable commercial efforts, to disclose and provide to the Continuing Party, in each case, to the extent reasonably necessary or useful for the Continuing Party to commence or continue Researching, Developing, Manufacture (but only to the extent permitted pursuant to [Section 3.3(g)(iii)]) or Commercializing the Reversion Product. The foregoing will include assigning or sublicensing, upon request of the Continuing Party, any agreements with Third Party vendors to the extent they specifically cover the sale of the Reversion Product to the extent possible. If any such contract between the Opt-Out Party and a Third Party is not assignable to the Continuing Party (whether by such contract’s terms or because such contract does not relate specifically to the Reversion Product) but is otherwise reasonably necessary or useful for the Continuing Party to commence or continue Researching, Developing, Manufacture (but only to the extent permitted pursuant to [Section 3.3(g)(iii)]) or Commercializing the Reversion Product, then the Opt-Out Party will reasonably cooperate with the Continuing Party in the Continuing Party’s efforts to obtain from such Third Party the assignment or sublicense of such contract or of that portion of such contract that solely relates to Researching, Developing, Manufacture (but only to the extent permitted pursuant to [Section 3.3(g)(iii)]) or Commercializing the Reversion Product.

Effective on the Closing Date, Seller hereby grants to the Partnership a non-exclusive, non-transferable, worldwide, fully-paid and royalty-free license to use the trademarks and trade names of Seller and its Affiliates currently used by the Partnership (the “Marks”) for a period of twelve (12) months following the Closing Date, in connection with the Partnership’s continuing use of the Marks on inventory, the Partnership’s website and stocks of physical documents in existence as of the Closing Date and in connection with the promotion of the Partnership’s products. The Partnership accepts such license subject to the terms and conditions set forth herein and agrees to use its commercially reasonable best efforts to cease using the Marks as soon as practicable following the Closing Date.

Employment Transition. As of immediately prior to the Effective Time, Employee will cease to be an employee of the Company and will become a consultant to Newco (such date, the “Company Separation Date”). Accordingly, on the Company Separation Date, the Employment Period will end (and on that date any notices required under [Section 2] of the 2008 Agreement will be deemed satisfied by this Amendment).

Professional Transition. The Executive agrees to cooperate with and assist the Company in a responsible, positive and professional manner with respect to the transition of his employment duties and responsibilities. The Executive acknowledges that the Company’s obligations under this Agreement are expressly contingent on such cooperation and assistance, and on the Executive dealing with any issues relating to his employment with or separation from the Company in a similarly responsible, positive and professional manner.

Transition Bonus. The Company will pay you a one-time transition bonus of ​ payable 90 days after the Effective Date, provided of course that you remain employed as of that date. This bonus payment shall be subject to all applicable taxes and withholdings.

Transition Services. During the Term of this Agreement, the Company shall continue to employ Employee and Employee hereby accepts such ongoing employment, to provide services to affect the orderly transition of Employee’s former duties and responsibilities with the Company and to provide services with respect to special projects as requested by the Company from time to time (the “Transition Services”). In such capacity, Employee shall make himself available to provide the Transition Services as reasonably requested by the Company and shall report directly to the Chief Executive Officer of the Company.

Transition Pay. Except for life and disability (short-term and long-term coverage) which terminated as of ​, Employee will be entitled to full salary and benefit participation until the Transition Start Date subject to the terms of any benefit plan. From and after the Transition Start Date and during the remainder of the Term (as defined in 3.1), for performance of the Transition Services, the Company shall pay Employee up to ​ (the “Transition Pay”), in the amount of ​ per month.

Transition Services. The Parties acknowledge that the ​ Group may provide administrative services for certain of the ​ Group’s benefit programs for a transitional period under the terms of the Transition Services Agreement. The Parties agree to enter into a business associate agreement (if required by applicable health information privacy laws) in connection with such administrative services.

Transition From Services. It is the express intent of the Parties and the members of their respective Groups that, notwithstanding the terms or schedules for performance of services hereunder, the performance of services are expected to be terminated as soon as possible. Consequently, unless the Parties mutually agree otherwise, each Recipient agrees to use commercially reasonable efforts to reduce or eliminate its dependency on each service provided by each Provider as soon as reasonably practicable, but in any event before the end of the service Term for such service. The Parties will cooperate (acting in good faith and using reasonable commercial efforts) to effect a smooth and orderly transition of the services provided hereunder from the Providers to the respective Recipients.