Example ContractsClausesWind Down and Transition
Wind Down and Transition
Wind Down and Transition contract clause examples

Wind Down and Transition. Zai shall be responsible, at ​ cost and expense, for the wind-down of Zai’s, its Affiliates’ and its sublicensees’ Development, manufacture and Commercialization activities for Licensed Products. Zai shall, and shall cause its Affiliates and sublicensees to, reasonably cooperate with NVCR to facilitate orderly transition of the Development, manufacture and Commercialization of Licensed Products to NVCR or its designee, including # using reasonable efforts to assign or amend as appropriate, upon request of NVCR, any agreements or arrangements with Third Party vendors (including distributors) to Develop, manufacture, promote, distribute, sell or otherwise Commercialize Licensed Products or, to the extent any such Third Party agreement or arrangement is not assignable to NVCR, reasonably cooperating with NVCR to arrange to continue to provide such services for a reasonable time after termination; # using reasonable efforts, to the extent it does not disrupt any of Zai’s other operations as determined in its sole discretion, to transfer employees and independent contractors of Zai or its Affiliates, or its or their contractors, who provide technical support, or similar support, to users of the Licensed Product to NVCR or its designee; and # to the extent that Zai or its Affiliate is performing any activities described above in (i) and (ii), reasonably cooperating with NVCR to transfer such activities to NVCR or its designee and continuing to perform such activities on NVCR’s behalf for a reasonable time after termination until such transfer is completed.

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 and Transition. Zai shall be responsible, at ​ cost and expense, for the wind-down of Zai’s, its Affiliates’ and its sublicensees’ Development, manufacture and Commercialization activities for Licensed Products. Zai shall, and shall cause its Affiliates and sublicensees to, reasonably cooperate with NVCR to facilitate orderly transition of the Development, manufacture and Commercialization of Licensed Products to NVCR or its designee, including # using reasonable efforts to assign or amend as appropriate, upon request of NVCR, any agreements or arrangements with Third Party vendors (including distributors) to Develop, manufacture, promote, distribute, sell or otherwise Commercialize Licensed Products or, to the extent any such Third Party agreement or arrangement is not assignable to NVCR, reasonably cooperating with NVCR to arrange to continue to provide such services for a reasonable time after termination; # using

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. 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).

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 and Transition. Zai shall be responsible, at ​ cost and expense, for the wind-down of Zai’s, its Affiliates’ and its sublicensees’ Development, manufacture and Commercialization activities for Licensed Products. Zai shall, and shall cause its Affiliates and sublicensees to, reasonably cooperate with NVCR to facilitate orderly transition of the Development, manufacture and Commercialization of Licensed Products to NVCR or its designee, including # using reasonable efforts to assign or amend as appropriate, upon request of NVCR, any agreements or arrangements with Third Party vendors (including distributors) to Develop, manufacture, promote, distribute, sell or otherwise Commercialize Licensed Products or, to the extent any such Third Party agreement or arrangement is not assignable to NVCR, reasonably cooperating with NVCR to arrange to continue to provide such services for a reasonable time after termination; # using reasonable efforts, to the extent it does not disrupt any of Zai’s other operations as determined in its sole discretion, to transfer employees and independent contractors of Zai or its Affiliates, or its or their contractors, who provide technical support, or similar support, to users of the Licensed Product to NVCR or its designee; and # to the extent that Zai or its Affiliate is performing any activities described above in (i) and (ii), reasonably cooperating with NVCR to transfer such activities to NVCR or its designee and continuing to perform such activities on NVCR’s behalf for a reasonable time after termination until such transfer is completed.

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. 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.

Wind Down and Transition. Zai shall be responsible, at ​ cost and expense, for the wind-down of Zai’s, its Affiliates’ and its sublicensees’ Development, manufacture and Commercialization activities for Licensed Products. Zai shall, and shall cause its Affiliates and sublicensees to, reasonably cooperate with NVCR to facilitate orderly transition of the Development, manufacture and Commercialization of Licensed Products to NVCR or its designee, including # using reasonable efforts to assign or amend as appropriate, upon request of NVCR, any agreements or arrangements with Third Party vendors (including distributors) to Develop, manufacture, promote, distribute, sell or otherwise Commercialize Licensed Products or, to the extent any such Third Party agreement or arrangement is not assignable to NVCR, reasonably cooperating with NVCR to arrange to continue to provide such services for a reasonable time after termination; # using

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