Common use of Development Transition Clause in Contracts

Development Transition. Following Virobay’s completion of the Phase 1 b/2a Clinical Trial under the Development Plan, the Parties will discuss whether ▇▇▇ will assume responsibility for Development or whether Virobay will continue Development under an amended Development Plan, subject to LEO’s reimbursement of costs incurred in accordance with the amended Development Plan. If the Parties agree that ▇▇▇ will assume responsibility for Development (or if the Parties fail to mutually agree that Virobay will continue Development), then Virobay will transfer to ▇▇▇ all Virobay Know-How not previously provided to ▇▇▇, including all pre-clinical and clinical data and reports, according to a process and timeline overseen by the JSC, and, for a three-month period, will provide reasonable assistance to ▇▇▇, at LEO’s cost, in LEO’s assumption of Development responsibility. If the Parties agree that Virobay will continue Development, then the Parties will amend the Development Plan to include the relevant activities and a budget therefor, and the transition activities under this Section 4.4 will occur upon the completion of all such activities by Virobay. The Parties intend that any such continued Development by Virobay under this Agreement will be in the U.S., and that ▇▇▇ may concurrently conduct Development activities for Licensed Products outside the U.S. The JSC shall confirm the completion of all transition activities under this Section 4.4.