Program Transition. The Department requires the Contractor to Transition an Eligible User out of the Program with minimal difficulty should any Eligible User elect to leave the Program or should the Department elect to solicit for and award a Contract for the Services, Solution, and Program to a vendor other than the Contractor in the future. The Department envisions the Transition Phase of any Agency, or the Contract as a whole, to involve a stepped reduction of Agency Services as each Agency leaves the Program, or the Department implements the Program with a new vendor. The Department requires the Contractor to simultaneously provide both Agency Program Operation and Agency Program Transition Services to ensure continued Operations of Agencies that have not entered the Transition Phase and a successful Transition of Agencies that are leaving the Program or that have begun Implementation with the new vendor.
Program Transition. In the event of any termination of this Agreement, in its entirety, or with respect to any given Product(s) and country(ies), the Parties will work together in good faith to determine and implement reasonable wind-down procedures with respect to relevant Product and Compound-related activities ongoing at the time of such termination.
Program Transition. On a Program-by-Program basis, no later than [**] before the reasonably anticipated Transition Date with respect to such Program, the Parties shall commence preparing in good faith and prior to such Transition Date shall agree to a plan to transfer to Neurocrine (or its designee (other than a competitor of Voyager who is developing or commercializing a gene therapy, gene editing or anti-sense oligonucleotide product)) all Development and Manufacturing activities relating to Collaboration Product(s) in such Program then being undertaken by Voyager (the “Transition Plan”). Voyager shall transition all such activities to Neurocrine, at Neurocrine’s cost and expense, and shall conduct all transition activities in accordance with the Transition Plan as soon as reasonably practicable. As part of each such Transition Plan, Voyager shall provide to Neurocrine all Voyager Know-How relevant to the applicable Program and not previously provided to Neurocrine.
Program Transition. In the event of any termination of this Agreement, in its entirety, or with respect to any given Product(s) and country(ies), the Parties will work together in good faith to determine and implement reasonable wind-down procedures with respect to relevant Product and Compound-related activities ongoing at the time of such termination; provided, that Licensee shall remain responsible for conducting the HHBB Study through to completion. Without limiting the forgoing, upon any termination of this Agreement prior to its expiration, Licensee hereby assigns to Lilly Licensee’s and its Affiliates’ entire right, title and interest in and to any and all data and/or intellectual property rights owned by any of them that (a) relates to Product and/or Compound (including any patents or patent applications claiming or covering or including the same) or (b) arising out of the performance of the HHBB Study. Licensee shall provide any assistance reasonably requested by Lilly in connection with documenting such assignment, including providing Lilly with copies of any and all such data. In the event that an assignment of such intellectual property rights by Licensee to Lilly is not practicable (due to, e.g., rules and regulations applicable to such patent rights where they exist), Licensee shall grant to Lilly a worldwide, exclusive license under, in and to such intellectual property rights for any and all purposes.
Program Transition. 8.1 [**] Study. Following the Agreement Date, Genzyme shall continue to conduct the ongoing [**] study, as described more fully in Schedule 8.1 to this Agreement (the “[**] Study”), and Genzyme shall complete such [**] Study and provide to Voyager in electronic form the raw data described on Schedule 8.1, and in the format described on Schedule 8.1 by [**] unless otherwise mutually agreed by the Parties. Performance of the [**] Study shall be at Genzyme’s sole cost and expense. The Parties further agree that once Genzyme has provided the information required under Schedule 8.1, it shall have no further obligation to Voyager to conduct any further studies, or provide any other data relating to the [**] Study.
Program Transition. Pursuant to Section 3.3.1.2(e) ([***]), 3.3.2.1 (LSR Activities), 3.3.2.2(b) ([***]), 3.3.3 (Capabilities Requirements), 3.3.4 (Kronos [***]), 3.3.5 (Failure to Meet Lead Series Criteria or Development Candidate Criteria), or 3.4 (Heterobifunctional Compound Hit Programs), Genentech may elect for Kronos, at [***], in either case (a) and (b), to enable Genentech to either initiate or continue the conduct of, as the case may be, such Hit Program (a “Program Transition”). Within [***] days of initiation of a Program Transition of a Hit Program or Discovery Hit, as the case may be, the JPT shall draft a program transition plan, which shall (i) list all documents, records (including data), and materials to be transferred from Kronos to Genentech, (ii) describe the activities to be undertaken by the Parties to facilitate the transfer of such Know-How, and (iii) state an estimated timeline, in each case (i)-(iii), to denote successful completion of such Program Transition (a “Program Transition Plan”). Following completion of a Program Transition, Kronos shall provide Genentech with reasonable access to its employees to answer questions that arise with respect to the applicable Hit Program or Discovery Hit.
Program Transition. In the event of the termination under this Section XIV. Termination, the service provider shall take all steps necessary to ensure a smooth and professional transition of the program to prevent any interruption of the services to the clients and to preserve the integrity of the program. The service provider shall immediately prepare to relinquish all program related information, files, major equipment items, service contributions, and program income (contributions, donations, and gifts) remaining balances and all other operational and administrative and service documents and/or other tangible assets or items to the GBHWC.
Program Transition. Both parties will agree to a mutually acceptable transition plan that contemplates a seamless and timely transition of Program servicing from Bon-Ton's servicing platform to Bank's servicing platform. The transition plan will include the designation of transition team members from both parties, setting mutually agreed-upon milestones and completion dates, assigning project management resources, developing a contingency planning process, developing a customer and a Store communication plan, and identifying a prioritized set of Program enhancements. Both parties will use all commercially reasonable efforts to minimize any adverse impact on Bon-Ton's business as a result of the timing of the transition efforts, existing and planned retail promotional campaigns and any changes in the Cardholder terms and conditions. Both parties will also attempt to minimize costs that may arise in transitioning the Program servicing from Bon-Ton to Bank including but not limited to the termination or assumption of third-party contracts and other obligations.
