Transition Services. For a period of six (6) months following the Separation Date, Employee shall perform such services as the Executive Committee of the Company may reasonably request, including, without limitation, those relating to the transition of his positions, offices, authority, duties, or responsibilities with the Company. Employee also agrees to assist with the execution of all documents and all other instruments which the Executive Committee of the Company shall deem necessary to accomplish any such transition.

Transition Services. Promptly after the Effective Date, the Parties shall negotiate in good faith for a definitive agreement for the provision of certain training services respecting the XIPERE Product by Clearside’s medical science liaisons to Bausch Health’s sales representatives. The duration of the provision of such training services shall be determined by Bausch Health, in its sole discretion, but shall not exceed a period of ​ from the date of receipt of Regulatory Approval by the FDA of the XIPERE NDA, or such longer period as agreed by the Parties in writing. Such training services shall be at Bausch Health’s expense, at an hourly rate of ​ per hour. In addition, Clearside shall provide to Bausch Health, at no cost, reasonable access to Clearside personnel involved in the Development of the Device and the XIPERE Product, either in-person at Clearside’s facility or by teleconference, but such access shall not include an obligation for Clearside personnel to travel or a level of access or assistance that would unreasonably interfere with the duties of such personnel. Bausch Health shall reimburse all reasonable documented out-of-pocket costs and expenses reasonably incurred by Clearside in connection with this Section 3.3, including travel expenses for any agreed travel by Clearside personnel.

Transition Services Providers. Attached hereto as [Schedule 2.3] is a list of Transition Services that would be provided pursuant to this Agreement if the Default Start Date is assumed to be the date first set forth above, identifying each such Transition Service in reasonable detail and identifying the Provider of each such Transition Service.

Applicable Transition Services. Upon the terms and subject to the conditions contained herein and in the schedules attached hereto, Provider shall provide, or cause to be provided through its Affiliates, to Recipient the services (each a “Transition Service” and collectively, the “Transition Services”) specified on an applicable service schedule attached hereto (each such schedule, a “Service Schedule”), for the period of time specified thereon, unless a Transition Service is earlier terminated or extended in accordance with the terms hereof. During the term of this Agreement, the parties agree to negotiate in good faith additional Service Schedules as may be agreed by the parties in response to any reasonable request by the other party for access to any additional services that are necessary for the operation of the Business or the Other Verticals, as applicable, in the manner it was operated as of the Closing Date. Any such additional services so provided by Provider shall constitute Transition Services under this Agreement and be subject in all respects to the provisions of this Agreement as if fully set forth on a Service Schedule as of the date hereof. Following the execution of this Agreement, Recipient agrees to use Commercially Reasonable Efforts to make a transition of each Transition Service to its own internal organization or to obtain alternate third-party sources to provide the Transition Services.

For a period of one (1) month commencing immediately upon your separation from employment on May 8, 2019 and continuing through June 8, 2019, or until such longer period as mutually agreed to by you and the Company (such actual period of time, the “Consulting Period”), you shall perform transition consulting services and any other services as reasonably requested by the Company. You shall provide these services at times reasonably requested by the Company, up to 5 hours per week, and the Company shall pay you a total of Four Thousand Dollars ($4,000) for such services. You and Jennifer Moses and/or Mark Velleca shall communicate via telephone, email, or in person regarding the status of such transition consulting services.

Assets for Transition Services. In the event of early termination of this Agreement for any reason other than breach by Laclede, then Laclede shall be entitled to contract with a new service provider for the provision of the AMR Services during the Transition Period and, in connection therewith, to the use of the MIUs and the non-exclusive use of the MCCs, NOC, Programming Software or other components of the Fixed Network owned, leased, or licensed by Cellnet and used by Cellnet in providing the AMR Services, subject to Cellnet's prior written consent, which consent shall not be unreasonably withheld or delayed.

Subcontracting of Transition Services. Recipient acknowledges and agrees that Provider, upon prior written consent from Recipient, may provide any or all of the Transition Services, in whole or in part, to Recipient directly or through one or more of its Affiliates or through one or more third-party subcontractors, provided that # such third-party service providers were routinely utilized prior to the date of execution of the Purchase Agreement (the “Effective Date”) to provide such services to the Business, or # such third-party providers are reasonably necessary to the efficient performance of any such Transition Services (“Reasonably Necessary 3rd Party Providers”). Recipient shall be deemed to have provided prior written consent hereby to the third-party subcontractors listed in [Exhibit A]. Provider shall have no liability or responsibility for the provision to Recipient of Transition Services to be performed by any third-party service provider or subcontractor included in [Exhibit A] from and after the Closing Date other than to the extent of InfoSec Transition Services performed by third-party subcontractors and where Provider would have been liable to Recipient if it had provided such InfoSec Transition Services as set forth in Section 1(f) below. To the extent Provider subcontracts any Transition Services to Reasonably Necessary 3rd Party Providers (other than reasonably necessary third-party service providers hired pursuant to Section 3(d) below), Provider shall be responsible for the Transition Services so provided as stated in Section 1(d), 1(e), and 1(f) of this Agreement. To the extent technology, software, information systems or other property (collectively, “Technology”) of third parties licensed by or made available to Provider or its Affiliates, each of which is listed in [Exhibit A], is used by Recipient in connection with Transition Services, Recipient shall comply in all material respects with the terms of Provider’s or its Affiliates’ (as applicable) agreements with such third parties (the “Third Party Agreements”), provided that all the relevant terms of such Third Party Agreements have been disclosed by Provider to Recipient. If and to the extent that Provider assigns an agreement with a third-party service provider or subcontractor to Recipient, which third-party service provider or subcontractor is reasonably necessary for the provision to Recipient of Transition Services, Recipient hereby grants to Provider full right and license to administer such agreement with such third-party service provider or subcontractor for the provision to Recipient of Transition Services during the Transition Period.

Transition Services Agreement Performance Agreement. Fahrenheit Technologies and the “Shareholders” party to the Fahrenheit Technologies APA shall have executed and delivered with and in favor of Agent an agreement, in form and substance satisfactory to Agent, pursuant to which (among other things) Fahrenheit Technologies and such “Shareholders” will agree to perform certain services under the Fahrenheit Transition Services Agreement for the benefit of Agent, following the occurrence of an Event of Default;

Transition. Each Party shall use Commercially Reasonable Efforts to cooperate with the other Party to effect a smooth and orderly transition in the Development and Commercialization of the Products in the Territory during the notice and wind-down periods. AcelRx shall provide reasonable transition support to enable Aguettant to assume all Commercialization responsibility. AcelRx shall, at Aguettant’s request, assign to Aguettant all Third Party contracts, including contracts with Distributors, to the extent related to the Products, and if any such contract is not assignable, and if such Third Party agrees to it, AcelRx shall introduce Aguettant to such Third Party, and shall ensure that Aguettant and such Third Party are in contact, to facilitate the discussions regarding the relationship between Aguettant and such Third Party after the Term of the Agreement.

Transition. The Parties acknowledge that during the { * } following the Amendment Effective Date, Millennium cooperated fully with Sunesis and, promptly after the Amendment Effective Date, provided Sunesis with copies of all data, documentation and information provided by Biogen Idec to Millennium relating to the PDK Compounds (to the extent not previously provided), and Sunesis has the right to use and disclose such items.