Common use of Assignment and Disclosure Clause in Contracts

Assignment and Disclosure. Upon termination of this Agreement, to the extent requested by Takeda following the date that a Party provides notice of termination of this Agreement (and in any event, no later than [***] after the effective date of termination), Neurocrine will use reasonable efforts promptly upon request of Takeda to: a. assign and transfer to Takeda or its designee all of Neurocrine’s rights, title, and interests in and to all (i) clinical trial agreements (subject to Section 14.4.9 (Ongoing Clinical Trials)), manufacturing and supply agreements, distribution agreements, and other agreements to which Neurocrine is a party that relates to the Terminated Product and (ii) data from any applicable Clinical Trials in Neurocrine’s Control, in each case, solely to the extent assignable without consent of, or the provision of consideration (whether monetary or otherwise) to, any Third Party and not cancelled and solely to the extent the foregoing relate exclusively to the Terminated Products in the Terminated Territory and are necessary for the Exploitation of the Terminated Products in the Terminated Territory; and b. to the extent any agreement or data set forth in the foregoing clause (a) is not assignable to Takeda or does not exclusively relate to the Terminated Products in the Terminated Territory, reasonably cooperate with Takeda to arrange to continue to provide such services for a reasonable time after termination of this Agreement (not to exceed [***]) with respect to such Terminated Products in the Terminated Territory to facilitate the orderly transition of all Development, Commercialization, and other activities then being performed by or on behalf of Neurocrine or its Affiliates or Sublicensees for the Terminated Products in the Terminated Territory to Takeda or its designee. Neurocrine will provide up to an aggregate (including such assistance provided pursuant to this Section 14.4.7(b) (Assignment and Disclosure), Section 14.4.11 (Know-How Transfer Support), and Section 14.4.14 (Transition Assistance)) of [***] FTE hours of transition assistance per Terminated Product from Neurocrine FTEs at no cost to Takeda, up to a maximum of [***] FTE hours in the aggregate for all Terminated Products, provided that Takeda will thereafter be responsible and reimburse Neurocrine for all documented FTE Costs at the FTE Rate and expenses associated with such assistance in accordance with an agreed budget, and accordingly, Neurocrine may invoice Takeda for such FTE Costs and expenses, in each case, incurred in connection with providing such assistance in accordance with such budget, and Takeda will pay the undisputed invoiced amounts within [***] after the date of such invoice. Neurocrine will be responsible for the costs and expenses it incurs associated with the assignments set forth in this Section 14.4.7 (Assignment and Disclosure).

Assignment and Disclosure. Upon termination of this Agreement, to To the extent requested by Takeda BioCryst following the date that a Party provides notice of termination of this Agreement Agreement, Torii will promptly upon request (and in any event, no later than event within [***] after the effective date of termination), Neurocrine will use reasonable efforts promptly upon request of Takeda to:): a. (a) assign and transfer to Takeda BioCryst or its designee all of NeurocrineTorii’s rights, title, and interests in and to all (i) clinical trial agreements (subject if any) and distribution agreements (to Section 14.4.9 (Ongoing Clinical Trials)the extent assignable and not cancelled), manufacturing confidentiality and supply other agreements, distribution agreements, data and other agreements to which Neurocrine is a party that relates to the Terminated Product and Know-How (iiincluding commercial information) data from any applicable Clinical Trials in NeurocrineTorii’s Control, in each case, solely relating to the extent assignable without consent of, or the provision of consideration (whether monetary or otherwise) to, any Third Party Licensed Product and not cancelled and solely to the extent the foregoing relate exclusively to the Terminated Products in the Terminated Territory and that are necessary or reasonably useful for the Exploitation of the Terminated Products in Licensed Product; (b) assign or amend, as appropriate, any agreements or arrangements with Third Party vendors (including distributors) with respect to the Terminated Territory; and b. Licensed Product or, to the extent any such Third Party agreement or data set forth in the foregoing clause (a) arrangement is not assignable to Takeda or does not exclusively relate to the Terminated Products in the Terminated TerritoryBioCryst, reasonably cooperate cooperating with Takeda BioCryst to arrange to continue to provide such services for a reasonable time after termination of this Agreement (not to exceed [***]) with respect to such Terminated Products in the Terminated Territory Licensed Product to facilitate the orderly transition of all Development, Commercialization, Commercialization and other activities then being performed by or on behalf of Neurocrine Torii or its Affiliates or Sublicensees for the Terminated Products in the Terminated Territory Licensed Product to Takeda BioCryst or its designee; (c) disclose to BioCryst or its designee all documents, records, and materials related to the Licensed Product that are Controlled by Torii or its Affiliates or Sublicensees or that Torii is able to obtain using reasonable efforts, and that embody the foregoing; and (d) assign and transfer to BioCryst or its designee all of Torii’s rights, title, and interests in and to any Promotional Materials, training materials, medical education materials, packaging and labeling, and all other literature or other information related to the Licensed Product and copyrights and any registrations for the foregoing. Neurocrine will provide up to an aggregate (including such assistance provided Unless this Agreement is terminated by Torii pursuant to this Section 14.4.7(b13.2.2 (Termination for Cause) or Section 13.2.6 (Assignment and DisclosureTermination for Bankruptcy), Section 14.4.11 (Know-How Transfer Support), and Section 14.4.14 (Transition Assistance)) of [***] FTE hours of transition assistance per Terminated Product from Neurocrine FTEs at no cost to Takeda, up to a maximum of [***] FTE hours in the aggregate for all Terminated Products, provided that Takeda Torii will thereafter be responsible and reimburse Neurocrine for all documented FTE Costs at the FTE Rate and expenses associated with such assistance in accordance with an agreed budget, and accordingly, Neurocrine may invoice Takeda for such FTE Costs and expenses, in each case, incurred in connection with providing such assistance in accordance with such budget, and Takeda will pay the undisputed invoiced amounts within [***] after the date of such invoice. Neurocrine will be responsible for bear the costs and expenses it incurs associated with the assignments set forth in this Section 14.4.7 13.4.6 (Assignment and Disclosure). If this Agreement is terminated by Torii pursuant to Section 13.2.2 (Termination for Cause), then BioCryst will reimburse Torii for the costs and expenses associated with the assignments set forth in this Section 13.4.6 (Assignment and Disclosure). To the extent that any agreement or other asset described in this Section 13.4.6 (Assignment and Disclosure) is not assignable by Torii, then such agreement or other asset will not be assigned, and, upon the request of BioCryst, Torii will take such steps as may be necessary to allow BioCryst to obtain and to enjoy the benefits of such agreement or other asset, without additional payment therefor, in the form of a license or other right to the extent Torii has the right and ability to do so, and in the event this Agreement is terminated by Torii pursuant to Section 13.2.2 (Termination for Cause), BioCryst will reimburse Torii for its costs and expenses incurred in doing so. For clarity, BioCryst will have the right to request that Torii take any or all of the foregoing actions in whole or in part, or with respect to all or any portion of the assets set forth in this Section 13.4.6 (Assignment and Disclosure).

Assignment and Disclosure. Upon termination of this Agreement, to the extent requested by Takeda ▇▇▇▇▇▇ following the date that a Party provides notice of termination of this Agreement (and in any event, no later than [***] after the effective date of termination), Neurocrine will use reasonable efforts promptly upon request of Takeda to: a. : (a) assign and transfer to Takeda or its designee all of Neurocrine’s rights, title, and interests in and to all (i) clinical trial agreements (subject to Section 14.4.9 13.4.9 (Ongoing Clinical Trials)), manufacturing and supply agreements, distribution agreements, and other agreements to which Neurocrine is a party that relates to the Terminated Product and (ii) data from any applicable Clinical Trials in Neurocrine’s Control, in each case, solely to the extent assignable without consent of, or the provision of consideration (whether monetary or otherwise) to, any Third Party and not cancelled and solely to the extent the foregoing relate exclusively to the Terminated Products in the Terminated Territory and are necessary for the Exploitation of the Terminated Products in the Terminated Territory; and b. and (b) to the extent any agreement or data set forth in the foregoing clause (a) is not assignable to Takeda or does not exclusively relate to the Terminated Products in the Terminated Territory, reasonably cooperate with Takeda to arrange to continue to provide such services for a reasonable time after termination of this Agreement (not to exceed [***]) with respect to such Terminated Products in the Terminated Territory to facilitate the orderly transition of all Development, Commercialization, and other activities then being performed by or on behalf of Neurocrine or its Affiliates or Sublicensees for the Terminated Products in the Terminated Territory to Takeda or its designee. Neurocrine will provide up to an aggregate (including such assistance provided pursuant to this Section 14.4.7(b13.4.7(b) (Assignment and Disclosure), Section 14.4.11 13.4.11 (Know-How Transfer Support), and Section 14.4.14 13.4.14 (Transition Assistance)) of [***] FTE hours of transition assistance per Terminated Product from Neurocrine FTEs at no cost to Takeda, up to a maximum of [***] FTE hours in the aggregate for all Terminated Products, provided that Takeda will thereafter be responsible and reimburse Neurocrine for all documented FTE Costs at the FTE Rate and expenses associated with such assistance in accordance with an agreed budget, and accordingly, Neurocrine may invoice Takeda for such FTE Costs and expenses, in each case, incurred in connection with providing such assistance in accordance with such budget, and Takeda will pay the undisputed invoiced amounts within [***] after the date of such invoice. Neurocrine will be responsible for the costs and expenses it incurs associated with the assignments set forth in this Section 14.4.7 13.4.7 (Assignment and Disclosure).