Transition Agreement Sample Clauses
A Transition Agreement clause outlines the terms and conditions under which parties will manage the transfer of responsibilities, assets, or operations from one party to another, typically following a sale, merger, or the end of a service contract. This clause may specify timelines, the scope of transitional services, support obligations, and the allocation of costs during the transition period. Its core function is to ensure a smooth and orderly handover, minimizing disruption and clarifying each party’s duties during the transition phase.
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Transition Agreement. In the event of termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3.2 or by Galapagos pursuant to Section 12.2.1, or with respect to one (1) or more countries or other jurisdictions by AbbVie pursuant to Section 12.3 or by Galapagos pursuant to Section 12.2.2(i), Galapagos and AbbVie shall negotiate in good faith the terms and conditions of a written transition agreement (the “Transition Agreement”) pursuant to which AbbVie and Galapagos will effectuate and coordinate a smooth and efficient transition of relevant obligations and rights to Galapagos as reasonably necessary for Galapagos to exercise the licenses granted pursuant to Sections 12.6 or 12.7 after termination of this Agreement (in its entirety or with respect to one (1) or more countries or other jurisdictions, as applicable) as and to the extent set forth in this Article 12. For clarity, AbbVie shall not be required to Manufacture or have Manufactured the Molecules or Products by or on behalf of Galapagos as part of the Transition Agreement.
12.8.1 The Transition Agreement shall provide that in the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3.2 or by Galapagos in its entirety pursuant to Section 12.2.1, AbbVie shall:
(i) where permitted by Applicable Law, transfer to Galapagos all of its right, title, and interest in all Regulatory Documentation then Controlled by AbbVie or its Affiliates or Sublicensees and in its/their name applicable to the Products in the Territory that are the subject of an exclusive license grant in Section 12.6.1(iii);
(ii) notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect the transfer set forth in clause (i) above;
(iii) if requested by Galapagos and unless expressly prohibited by any Regulatory Authority, transfer control to Galapagos of all Clinical Studies being Conducted by AbbVie or its Affiliates or Sublicensees as of the effective date of termination and continue to Conduct such Clinical Studies, at Galapagos’ cost, for up to […***…] ([…***…]) months to enable such transfer to be completed without interruption of any such Clinical Study; provided, that (a) Galapagos shall not have any obligation to continue any Clinical Study unless required by Applicable Law, and (b) with respect to each Clinical Study for which such transfer is expressly prohibited by the applicable Regulatory Authority, if any, AbbVie shall continue to Conduct such Cli...
Transition Agreement. Seller shall have executed the Transition Agreement in the form attached hereto as Exhibit 5.12.
Transition Agreement. Upon each exercise by Vertex of an Option, the Parties will negotiate and execute an agreement setting forth the Parties’ respective obligations with respect to the transfer of data and Materials relating to the relevant Collaboration Target from CRISPR to Vertex, all in accordance with this Section 5.5.
Transition Agreement. Buyer and Seller shall execute and deliver the Transition Agreement at Closing.
Transition Agreement. In connection with the termination of this Agreement in its entirety or with respect to one or more Products or Terminated Countries by Astellas in accordance with Section 9.2.1, 9.2.2 (solely to the extent agreed in writing pursuant to Section 9.6.3) or 9.2.3, or as or by Ambit in accordance with Section 9.3 or Section 9.4, the Parties shall enter into a written agreement (the “Transition Agreement”) that would effectuate the terms and conditions of this Section 9.6.1(f) and would include other reasonable terms and conditions, describing the Parties’ indemnification obligations, setting forth the Parties’ obligations with respect to unauthorized sales, and setting forth other coordination obligations. If, despite such efforts, the Parties are unable to agree upon such terms and conditions within thirty (30) days from the effective date of the termination, either Party may refer the dispute for resolution by arbitration in accordance with Section 10.7.3.
Transition Agreement. The Parties shall use their best efforts to negotiate, execute and deliver a commercially reasonable transition services agreement (the “Transition Agreement”) within twenty one days following the Signing Date.
Transition Agreement. At Closing, Seller and Buyer shall execute and deliver a Transition Services Agreement (the “Transition Agreement”) providing for the performance by Seller or its affiliates of certain transition services with respect to the operation of the Assets for a period of time after Closing in substantially the form attached hereto as Exhibit 8.11.
Transition Agreement. The Transition Agreement executed by Buyer.
Transition Agreement. Buyer shall have executed and delivered a --------------------- Transition Agreement with Seller.
Transition Agreement. The Buyer and the Sellers shall negotiate in good faith and execute an agreement (the “Transition Agreement”) at Closing pursuant to which, inter alia, the Seller Group shall be entitled to use without cost the Transferred Intellectual Property (including the name “Borders”) following the Closing to the extent reasonably required in connection with the performance of this Agreement by the Sellers.