Common use of Transition Assistance Clause in Contracts

Transition Assistance. The Transition Agreement shall require Gilead to, […***…], provide reasonable consultation and assistance for a period of no more than […***…] days for the purpose of disclosing and providing to Galapagos, all […***…] that is relevant to the Reversion Products and the applicable Terminated Regions, and, at Galapagos’ request, all then-existing commercial arrangements to the extent relating solely and specifically to the Reversion Products and the applicable Terminated Regions that Gilead is able, using reasonable commercial efforts, to disclose and provide to Galapagos, in each case, to the extent reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing or Commercializing the Reversion Products with respect to the applicable Terminated Regions. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely and specifically cover the supply or sale of Reversion Products in applicable Terminated Regions. If any such contract between Gilead and a Third Party is not assignable to Galapagos (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated Regions) but is otherwise reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentences, or if Gilead Manufactures the Reversion Products itself (and thus there is no contract to assign), the Transition Agreement shall require Gilead to supply such bulk finished Reversion Product, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months) to enable Galapagos to establish an alternate, validated source of supply for the applicable Reversion Products. The cost to Galapagos for such supply shall be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%.

Transition Assistance. The Transition Each Party agrees, at its own expense, to use commercially reasonable efforts to cooperate with the other Party to facilitate a smooth, orderly transition of the Development and Commercialization of Collaboration Products in the Field in the Galderma Territory to NovaBay or its designee(s) as soon as reasonably practicable under the circumstances, but in any event within one (1) year of the effective date of such termination (the “Agreement Wind-Down Period”). Upon request by NovaBay, Galderma shall require Gilead totransfer to NovaBay some or all quantities of Collaboration Products in its or its Affiliates’ possession (as requested by NovaBay), within thirty (30) days after the end of the Agreement Wind-Down Period; provided, however, that NovaBay shall reimburse Galderma for the Manufacturing Costs plus […***…], provide reasonable consultation and assistance for a period of no more than […***…] days for the purpose of disclosing and providing quantities so provided to GalapagosNovaBay. If any Collaboration Product was Manufactured by any Third Party for Galderma, all […***…] that is relevant or Galderma had contracts with vendors which contracts are necessary or useful for NovaBay to take over responsibility for the Reversion Collaboration Products and in the applicable Terminated RegionsTerritory, and, at Galapagos’ request, all then-existing commercial arrangements then Galderma shall to the extent relating solely possible and specifically requested in writing by NovaBay, assign all of the relevant Third-Party contracts to NovaBay, and in any case, Galderma agrees to use Commercially Reasonable Efforts to cooperate with NovaBay to ensure uninterrupted supply of Collaboration Products. If Galderma or its Affiliate Manufactured any Collaboration Product at the Reversion Products and time of termination, then Galderma (or its Affiliate) shall continue to provide for Manufacturing of such Collaboration Product for NovaBay, at the applicable Terminated Regions that Gilead rate set forth in Section 6.1.4, from the date of notice of such termination until such time as NovaBay is able, using commercially reasonable commercial effortsefforts to do so, to disclose secure an acceptable alternative commercial manufacturing source from which sufficient quantities of Collaboration Product may be procured and provide to Galapagoslegally sold in the Galderma Territory, but in each case, to no event later than two (2) years from the extent reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing or Commercializing the Reversion Products with respect to the applicable Terminated Regions. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely and specifically cover the supply or sale of Reversion Products in applicable Terminated Regions. If any such contract between Gilead and a Third Party is not assignable to Galapagos (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated Regions) but is otherwise reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment effective date of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regionstermination. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentences, or if Gilead Manufactures the Reversion Products itself (and thus there is no contract to assign), the Transition Agreement shall require Gilead to supply such bulk finished Reversion Product, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months) Confidential treatment requested pursuant to enable Galapagos to establish an alternate, validated source of supply a request for confidential treatment filed with the applicable Reversion ProductsSecurities and Exchange Commission. The cost to Galapagos for such supply shall be Omitted portions have been filed separately with the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%Commission.

Transition Assistance. The Transition Agreement Collaborator shall require Gilead touse Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee for so long as is necessary to ensure patient safety, […***…]including ensuring continuity of supply to any patients. Collaborator shall, at no cost to Exelixis, provide reasonable consultation and assistance for a period of no more than […***…[ * ] days after termination for the purpose of disclosing and providing transferring or transitioning to Galapagos, Exelixis all […***…] that is relevant to the Reversion Products and the applicable Terminated Regions, Collaborator Know-How not already in Exelixis’ possession and, at GalapagosExelixis’ request, all then-existing commercial arrangements relating to the extent relating solely and specifically to the Reversion Products and the applicable Terminated Regions that Gilead Collaborator is able, using reasonable commercial effortsCommercially Reasonable Efforts, to disclose and provide transfer or transition to GalapagosExelixis or its designee, in each case, to the extent reasonably necessary or useful for Galapagos Exelixis to commence or continue researching, Developing, Manufacturing or Commercializing the Reversion Products with respect to Development and/or Commercialization of the applicable Terminated Regions. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely Compound and specifically cover the supply or sale of Reversion Products in applicable Terminated Regionsthe Collaborator Territory. If any such contract between Gilead Collaborator and a Third Party is not assignable to Galapagos Exelixis or its designee (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated RegionsProducts) but is otherwise reasonably necessary or useful for Galapagos Exelixis to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion the Development and/or Commercialization of the Compound and Products with respect to in the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentencesCollaborator Territory, or if Gilead Manufactures Collaborator is performing such work for the Reversion Products Compound and Product itself (and thus there is no contract to assign), then Collaborator shall reasonably cooperate with Exelixis to negotiate for the Transition Agreement continuation of such services for Exelixis from such entity, or Collaborator shall require Gilead continue to supply perform such bulk finished Reversion Productwork for Exelixis, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months[ * ]) to enable Galapagos to establish after termination at Exelixis’ cost until Exelixis establishes an alternate, validated source of supply for the applicable Reversion Products. The cost to Galapagos for such supply shall be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%services.

Transition Assistance. The Transition Agreement shall require Gilead toAstraZeneca shall, […***…]at no cost to FibroGen, provide reasonable consultation and assistance for a period of no more than […***…] one hundred eighty (180) days following the effective date of termination for the purpose of disclosing and providing transferring or transitioning to GalapagosFibroGen, all […***…] that is relevant AstraZeneca Know-How solely related to the Reversion Products and the applicable Terminated Regionsa Product not already in FibroGen’s possession, and, at Galapagos’ FibroGen’s request, all then-existing commercial arrangements to the extent relating solely and specifically to the Reversion Products terminated region and the applicable Terminated Regions that Gilead is able, using reasonable commercial efforts, to disclose and provide to Galapagos, in each case, Products to the extent reasonably necessary or useful for Galapagos FibroGen to commence or continue researchingdeveloping, Developingmanufacturing, Manufacturing or Commercializing commercializing Products in the Reversion Products with respect terminated region, and further to the applicable Terminated Regionsextent AstraZeneca is contractually able to do so. The foregoing consultation and assistance shall include include, without limitation, assigning, upon request of GalapagosFibroGen, any agreements with Third Party suppliers or vendors to the extent they solely and that specifically cover the supply or sale of Reversion Products in applicable Terminated Regionsthe Territory, to the extent such agreements are assignable by AstraZeneca. If any such contract between Gilead AstraZeneca and a Third Party is not assignable to Galapagos FibroGen (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated RegionsProducts) but is otherwise reasonably necessary or useful for Galapagos FibroGen to commence or continue researchingdeveloping, Developing, Manufacturingmanufacturing, or Commercializing Reversion Products with respect to the Terminated Regionscommercializing Products, then Gilead AstraZeneca shall reasonably cooperate with Galapagos in Galapagos’ efforts FibroGen to obtain negotiate for the continuation of such license and/or supply from such Third Party the assignment of such contract entity. In any event, if AstraZeneca is manufacturing bulk or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos finished Product under an agreement entered into pursuant to the preceding sentencesSection 6.4, or if Gilead Manufactures the Reversion Products itself (and thus there is no contract to assign), the Transition Agreement then AstraZeneca shall require Gilead to supply such bulk or finished Reversion Product, as applicable, to Galapagos FibroGen and Astellas, for a reasonable transitional period (not to exceed […***…] monthstwelve (12) months from the effective date of the termination, subject to enable Galapagos reasonable extension by FibroGen if AstraZeneca is unable to establish timely effect the technology transfer required to have a Third Party manufacturer designated by FibroGen undertake the manufacturing responsibilities) under the terms of such agreement until FibroGen either enters into a separate agreement with such Third Party supplier or vendor or establishes an alternate, validated source of supply for the applicable Reversion Products. The In consideration of such supplies, FibroGen shall pay to AstraZeneca a price equal to AstraZeneca’s actual cost to Galapagos for manufacture or acquire such supply supplies, provided that where termination is by AstraZeneca pursuant to Section 13.4(a), FibroGen shall be the pay to AstraZeneca a price equal to AstraZeneca’s actual cost to manufacture or acquire such supplies plus a xxxx-up [*] of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%actual cost.

Transition Assistance. The Transition Agreement shall require Gilead toExcept in the event of (i) termination by Licensee for an uncured material breach by Ovid, […***…]or (ii) termination by Licensee in the circumstances set forth in Section 14.2(b)(i) with respect to Ovid, or (iii) Ovid’s termination for Safety Reason (where Licensee elects to continue the Development and Commercialization of the Product), Licensee shall, at no cost to Ovid, provide reasonable consultation and assistance for a period of no more than […***…] days after the effective date of termination for the purpose of disclosing and providing transferring or transitioning to Galapagos, Ovid all […***…] that is relevant to the Reversion Products and the applicable Terminated Regions, Licensee Know-How not already in Ovid’s possession and, at Galapagos’ Ovid’s request, all then-existing commercial arrangements arrangements, customer lists, and similar information relating to the extent relating solely and specifically to the Reversion Products and the applicable Terminated Regions that Gilead Licensee is able, using reasonable commercial effortsCommercially Reasonable Efforts, to disclose and provide transfer or transition to GalapagosOvid or its designee, in each case, to the extent reasonably necessary for Ovid to continue the Development or useful for Galapagos to commence or continue researching, Developing, Manufacturing or Commercializing Commercialization of the Reversion Products with respect to the applicable Terminated Regions. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely Compound and specifically cover the supply or sale of Reversion Products in applicable Terminated Regionsthe Licensee Territory. If any such contract between Gilead Licensee and a Third Party is not assignable to Galapagos Ovid or its designee (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated RegionsProducts) but is otherwise reasonably necessary for Ovid to continue the Development or useful for Galapagos to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Commercialization of the Compound and Products with respect to in the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentencesLicensee Territory, or if Gilead Manufactures Licensee is performing such work for the Reversion Products Compound and Product itself (and thus there is no contract to assign), then Licensee shall reasonably cooperate with Ovid to negotiate for the Transition Agreement continuation of such services for Ovid from such entity, or Licensee shall require Gilead continue to supply perform such bulk finished Reversion Productwork for Ovid, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months]) to enable Galapagos to establish after the effective date of termination at Ovid’s cost until Ovid establishes an alternate, validated source of supply for the applicable Reversion Productssuch services. The cost to Galapagos for such supply shall be the cost of goods for such Reversion Products calculated in accordance Certain identified information marked with industry standards (excluding […***…]) plus […***…] percent […***…]%has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.

Transition Assistance. The Transition Unless this Agreement is terminated by VIT under Section 14.3(a), VIT shall require Gilead to, […***…], provide reasonable consultation and assistance for a period of no more than […***…] days for the purpose of disclosing and providing transferring or transitioning to Galapagos, ChemoCentryx all […***…] that is relevant to the Reversion Products and the applicable Terminated Regions, VIT Know-How not already in ChemoCentryx’s possession and, at Galapagos’ ChemoCentryx’s request, all then-existing commercial arrangements to the extent relating solely and specifically to the Reversion Products and the applicable Terminated Regions any Compound or Product that Gilead VIT is able, using reasonable commercial effortsCommercially Reasonable Efforts, to disclose and provide transfer or transition to GalapagosChemoCentryx, in each case, to the extent reasonably necessary or useful for Galapagos ChemoCentryx to commence or continue researching, Developing, Manufacturing manufacturing, or Commercializing the Reversion Products with respect to Product in the applicable Terminated RegionsTerritory. The foregoing shall include assigningtransferring, upon request of GalapagosChemoCentryx, any agreements with Third Party suppliers or vendors to the extent they solely and that specifically cover the supply or sale of Reversion Products any Compound or Product in applicable Terminated Regions. If the Territory; provided that if any such contract between Gilead VIT and a Third Party is not assignable to Galapagos ChemoCentryx (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products any Compound or the Terminated RegionsProduct) but is otherwise reasonably necessary or useful for Galapagos ChemoCentryx to commence or continue researching, Developing, Manufacturingmanufacturing, or Commercializing Reversion Products with respect to the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos Product in Galapagos’ efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentencesTerritory, or if Gilead Manufactures VIT manufactures the Reversion Products Product itself (and thus there is no contract to assign), then VIT shall reasonably cooperate with ChemoCentryx to negotiate for the Transition Agreement continuation of services or supply from such entity, or VIT shall require Gilead to supply such bulk finished Reversion Compound or Product, as applicable, to Galapagos ChemoCentryx for a reasonable period (not to exceed […***…] twelve (12) months) to enable Galapagos to establish until ChemoCentryx establishes an alternate, validated source of such services or supply of finished, packaged, labeled Product for the applicable Reversion ProductsTerritory. The cost to Galapagos ChemoCentryx shall pay VIT for such supply from VIT at a price equal to VIT’s cost. VIT shall be provide such assistance at no cost to ChemoCentryx for a period of twelve (12) months after termination, if such termination occurred after First Commercial Sale in the cost Territory, and otherwise for a period of goods for six (6) months after termination, and thereafter ChemoCentryx shall reimburse VIT’s reasonable internal and Third Party costs to conduct such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%transition from and after the effective date of termination.

Transition Assistance. The Transition Agreement shall require Gilead Astellas to, […***…]at no cost to Medivation, provide reasonable consultation and assistance for a period of no more than […***…] days for the purpose of disclosing and providing to GalapagosMedivation, all […***…] Astellas Know-How not already in Medivation’s possession that is relevant to the Reversion Products and the applicable Terminated Regions, and, at Galapagos’ Medivation’s request, all then-existing commercial arrangements to the extent relating solely and specifically to the Reversion Products and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the securities and exchange commission pursuant to rule 24b-2 of the securities exchange act of 1934, as amended. the applicable Terminated Regions that Gilead Astellas is able, using reasonable commercial efforts, to disclose and provide to GalapagosMedivation, in each case, to the extent reasonably necessary or useful for Galapagos Medivation to commence or continue researching, Developing, Manufacturing Manufacturing, or Commercializing the Reversion Products with respect to the applicable Terminated Regions. The foregoing shall include include, without limitation, assigning, upon request of GalapagosMedivation, any agreements with Third Party suppliers or vendors to the extent they solely and specifically cover the supply or sale of Reversion Products in applicable Terminated Regions. If any such contract between Gilead Astellas and a Third Party is not assignable to Galapagos Medivation (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated Regions) but is otherwise reasonably necessary or useful for Galapagos Medivation to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions, then Gilead Astellas shall reasonably cooperate with Galapagos Medivation in Galapagos’ Medivation’s efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions[*]. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos Medivation pursuant to the preceding sentencessentence, or if Gilead Astellas Manufactures the Reversion Products itself (and thus there is no contract to assign), the Transition Agreement shall require Gilead Astellas to supply such bulk Collaboration Molecule or finished Reversion Product, as applicable, to Galapagos Medivation for a reasonable period (not to exceed […***…] months]) to enable Galapagos Medivation to establish an alternate, validated source of supply for the applicable Reversion Products. The cost to Galapagos Medivation for such supply shall be [*]. Notwithstanding any other term or condition of this Section 14.5(e), to the cost extent that Astellas, after consultation with Medivation, reasonably and in good faith concludes that (A) performance of goods any of the obligations (except for such obligations described in this Section 14.5(e)(i) relating to the Manufacture and supply of Reversion Products calculated Products) imposed on Astellas under this Section 14.5(e) or that would be imposed on Astellas under the Transition Agreement pursuant to this Section 14.5(e) may [*] to [*] beyond those that would be [*] by [*], and (B) any offer made by Medivation to provide [*] (which would be in accordance with industry standards (excluding addition to […***…]) plus would not be sufficient under the circumstances to […***…] percent […***…]%, Astellas may elect not to perform such obligations and/or decline to include such obligations in the Transition Agreement.

Transition Assistance. The Transition Agreement shall require Gilead toCollaborator shall, […***…]for a reasonable period of time, provide reasonable consultation and assistance for a period of no more than […***…] days for the purpose of disclosing and providing to Galapagos, all […***…] that is relevant to the Reversion Products and the applicable Terminated Regions, andsuch assistance, at Galapagos’ requestno cost to Affymax, to transfer and/or transition to Affymax all other technology or know-how, or then-existing commercial arrangements to the extent relating solely and specifically to the Reversion Products and the applicable Terminated Regions arrangements, that Gilead is ableis, using reasonable commercial effortsor are, to disclose and provide to Galapagos, in each case, to the extent reasonably necessary or useful for Galapagos Affymax to commence or continue researching, Developing, conducting Finished Manufacturing of or Commercializing Products in the Reversion Products with respect Licensed Territory, to the applicable Terminated Regions. The foregoing shall include assigningextent Collaborator is then performing or having performed such activities, including without limitation transferring, upon request of GalapagosAffymax, any agreements or arrangements with Third Third-Party suppliers or vendors to supply or sell Products in the Licensed Territory, to the extent they solely and specifically cover the supply or sale of Reversion Products in applicable Terminated Regionspracticable. If any such contract between Gilead Collaborator and a Third Party for the supply of Bulk Hematide or Finished Product for the Licensed Territory is not assignable to Galapagos (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated Regions) but is otherwise reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated RegionsAffymax, then Gilead Collaborator shall reasonably cooperate with Galapagos in Galapagos’ efforts Affymax to arrange to continue to obtain such supply from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researchingentity, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentences, or if Gilead Manufactures the Reversion Products itself (and thus there is no contract to assign), the Transition Agreement Collaborator shall require Gilead to supply such bulk finished Reversion Bulk Hematide or Finished Product, as applicable, to Galapagos Affymax, at a cost [*] (calculated in a manner consistent with the definition of [*]) for a reasonable period. In addition, to the extent that Collaborator or its Affiliate is then manufacturing Bulk Hematide and/or Finished Products for the Licensed Territory, Collaborator shall continue to manufacture, and shall supply to Affymax, at a cost that equals [*] (calculated in a manner consistent with the definition of [*]), such Bulk Hematide and/or Finished [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 76 Products for Affymax's use in the Licensed Territory for a reasonable period (not in order to exceed […***…] months) to enable Galapagos permit Affymax to establish an alternate, validated source of supply sufficient manufacturing capacity for Bulk Hematide and/or Finished Product for the applicable Reversion ProductsLicensed Territory, in addition to that which it had in place for its use in the Affymax Territory. The cost to Galapagos for such supply Such period shall be no more than twelve (12) months unless otherwise agreed by the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%Parties.

Transition Assistance. The Transition Agreement Licensee shall require Gilead touse Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee. Except for termination by Licensee under Section 15.2, […***…Exelixis may, in its sole discretion, postpone the effective date of any termination for a period of up to [ * ]. Except in the event of termination by Licensee under Section 15.2(a) for material breach by Exelixis, Licensee shall, at no cost to Exelixis, provide reasonable consultation and assistance for a period of no more than […***…[ * ] days after termination (and in any case not to exceed a total of [ * ] of working time including the assistance provided under Section 15.4(b)) for the purpose of disclosing and providing transferring or transitioning to Galapagos, Exelixis all […***…] that is relevant to the Reversion Products and the applicable Terminated Regions, Licensee Know-How not already in Exelixis’ possession and, at GalapagosExelixis’ request, all then-existing commercial arrangements relating to the extent relating solely and specifically to the Reversion Products and the applicable Terminated Regions that Gilead Licensee is able, using reasonable commercial effortsCommercially Reasonable Efforts, to disclose and provide transfer or transition to GalapagosExelixis or its designee, in each case, to the extent reasonably necessary or useful for Galapagos Exelixis to commence or continue researching, Developing, Manufacturing or Commercializing the Reversion Products with respect to Development and/or Commercialization of the applicable Terminated Regions. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely Compound and specifically cover the supply or sale of Reversion Products in applicable Terminated Regionsthe Licensee Territory. If any such contract between Gilead Licensee and a Third Party is not assignable to Galapagos Exelixis or its designee (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated RegionsProducts) but is otherwise reasonably necessary or useful for Galapagos Exelixis to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion the Development and/or Commercialization of the Compound and Products with respect to in the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentencesLicensee Territory, or if Gilead Manufactures Licensee is performing such work for the Reversion Products Compound and Product itself (and thus there is no contract to assign), then Licensee shall reasonably cooperate with Exelixis to negotiate for the Transition Agreement continuation of such services for Exelixis from such entity, or Licensee shall require Gilead continue to supply perform such bulk finished Reversion Productwork for Exelixis, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months[ * ]) to enable Galapagos to establish after termination at Exelixis’ cost until Exelixis establishes an alternate, validated source of supply for the applicable Reversion Productssuch services. The cost to Galapagos for such supply shall [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%competitively harmful if publicly disclosed.

Transition Assistance. The Transition Agreement Oncothyreon agrees to fully cooperate with Array and its designee(s) to facilitate a smooth, orderly and prompt transition of the development and commercialization of Products to Array and/or its designee(s) during the Commercialization Wind-Down Period. Without limiting the foregoing Oncothyreon shall require Gilead to, […***…], promptly provide reasonable consultation and assistance for a period of no more than […***…] days Array manufacturing information (including protocols for the purpose of disclosing production, packaging, testing and providing to Galapagos, all […***…] that is relevant other manufacturing activities) relating to the Reversion Products Product in Oncothyreon’s Control, which in each case Array shall have the right to use and disclose for any purpose during this Commercialization Wind-Down Period and thereafter solely as reasonably necessary or useful to manufacture, or have manufactured, the applicable Terminated RegionsProduct. Upon request by Array, andOncothyreon shall transfer to Array some or all quantities of the Product in its or its Affiliates’ Control (as requested by Array), within thirty (30) days after the end of this Commercialization Wind-Down Period, and Array shall buy such quantities at Galapagos’ requestthe Purchase Price. If any Product was manufactured by any Third Party for Oncothyreon, all then-existing commercial arrangements or Oncothyreon had contracts with vendors which contracts are necessary or useful for Array to take over responsibility for the Product in the Territory, then Oncothyreon *Confidential Treatment Requested. shall to the extent relating solely possible and specifically requested in writing by Array, assign all of the relevant Third-Party contracts to Array, and in any case, Oncothyreon agrees to cooperate with Array to ensure uninterrupted supply of the Reversion Products and Products. If Oncothyreon or its Affiliate manufactured any Product at the applicable Terminated Regions that Gilead time of termination, then Oncothyreon (or its Affiliate) shall continue to provide for manufacturing of such Product for Array, at its fully-burdened manufacturing cost therefor, plus ten percent (10%), from the date of notice of such termination until such time as Array is able, using reasonable commercial effortsdiligent efforts to do so but no longer than the expiration of the Commercialization Wind-Down Period, to disclose secure an acceptable alternative commercial manufacturing source from which sufficient quantities of the Product may be procured and provide to Galapagos, legally sold in each case, to the extent reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing or Commercializing the Reversion Products with respect to the applicable Terminated Regions. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely and specifically cover the supply or sale of Reversion Products in applicable Terminated Regions. If any such contract between Gilead and a Third Party is not assignable to Galapagos (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated Regions) but is otherwise reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentences, or if Gilead Manufactures the Reversion Products itself (and thus there is no contract to assign), the Transition Agreement shall require Gilead to supply such bulk finished Reversion Product, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months) to enable Galapagos to establish an alternate, validated source of supply for the applicable Reversion Products. The cost to Galapagos for such supply shall be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%Territory.

Transition Assistance. The Transition Agreement shall require Gilead toAstraZeneca shall, […***…]at no cost to FibroGen, provide reasonable consultation and assistance for a period of no more than […***…] one hundred eighty (180) days following the effective date of termination for the purpose of disclosing and providing transferring or transitioning to GalapagosFibroGen, all […***…] that is relevant AstraZeneca Know-How solely related to the Reversion Products and the applicable Terminated Regionsa Product not already in FibroGen’s possession, and, at Galapagos’ FibroGen’s request, all then-existing commercial arrangements to the extent relating solely and specifically to the Reversion Products terminated region and the applicable Terminated Regions that Gilead is able, using reasonable commercial efforts, to disclose and provide to Galapagos, in each case, Products to the extent reasonably necessary or useful for Galapagos FibroGen to commence or continue researchingdeveloping, Developingmanufacturing, Manufacturing or Commercializing commercializing Products in the Reversion Products with respect terminated region, and further to the applicable Terminated Regionsextent AstraZeneca is contractually able to do so. The foregoing consultation and assistance shall include include, without limitation, assigning, upon request of GalapagosFibroGen, any agreements with Third Party suppliers or vendors to the extent they solely and that specifically cover the supply or sale of Reversion Products in applicable Terminated Regionsthe Territory, to the extent such agreements are assignable by AstraZeneca. If any such contract between Gilead AstraZeneca and a Third Party is not assignable to Galapagos FibroGen (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated RegionsProducts) but is otherwise reasonably necessary or useful for Galapagos FibroGen to commence or continue researchingdeveloping, Developing, Manufacturingmanufacturing, or Commercializing Reversion Products with respect to the Terminated Regionscommercializing Products, then Gilead AstraZeneca shall reasonably cooperate with Galapagos in Galapagos’ efforts FibroGen to obtain negotiate for the continuation of such license and/or supply from such Third Party the assignment of such contract entity. In any event, if AstraZeneca is manufacturing bulk or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos finished Product under an agreement entered into pursuant to the preceding sentencesSection 6.4, or if Gilead Manufactures the Reversion Products itself (and thus there is no contract to assign), the Transition Agreement then AstraZeneca shall require Gilead to supply such bulk or finished Reversion Product, as applicable, to Galapagos FibroGen and Astellas, for a reasonable transitional period (not to exceed […***…] monthstwelve (12) months from the effective date of the termination, subject to enable Galapagos reasonable extension by FibroGen if AstraZeneca is unable to establish timely effect the technology transfer required to have a Third Party manufacturer designated by FibroGen undertake the manufacturing responsibilities) under the terms of such agreement until FibroGen either enters into a separate agreement with such Third Party supplier or vendor or establishes an alternate, validated source of supply for the applicable Reversion Products. The In consideration of such supplies, FibroGen shall pay to AstraZeneca a price equal to AstraZeneca’s actual cost to Galapagos for manufacture or acquire such supply supplies, provided that where termination is by AstraZeneca pursuant to Section 13.4(a), FibroGen shall be the pay to AstraZeneca a price equal to AstraZeneca’s actual cost to manufacture or acquire such supplies plus a xxxx-up [ * ] of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%actual cost.

Transition Assistance. The Transition Agreement Collaborator shall require Gilead touse Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee for so long as is necessary to ensure patient safety, […***…]including ensuring continuity of supply to any patients. Collaborator shall, at no cost to Exelixis, provide reasonable consultation and assistance for a period of no more than […***…[ * ] days after termination for the purpose of disclosing and providing transferring or transitioning to Galapagos, Exelixis all […***…] that is relevant to the Reversion Products and the applicable Terminated Regions, Collaborator Know-How not already in Exelixis’ possession and, at GalapagosExelixis’ request, all then-existing commercial arrangements relating to the extent relating solely and specifically to the Reversion Products and the applicable Terminated Regions that Gilead Collaborator is able, using reasonable commercial effortsCommercially Reasonable Efforts, to disclose and provide transfer or transition to GalapagosExelixis or its designee, in each case, to the extent reasonably necessary or useful for Galapagos Exelixis to commence or continue researching, Developing, Manufacturing or Commercializing the Reversion Products with respect to Development and/or Commercialization of the applicable Terminated Regions. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely Compound and specifically cover the supply or sale of Reversion Products in applicable Terminated Regionsthe Collaborator Territory. If any such contract between Gilead Collaborator and a Third Party is not assignable to Galapagos Exelixis or its designee (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated RegionsProducts) but is otherwise reasonably necessary or useful for Galapagos Exelixis to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion the Development and/or Commercialization of the Compound and Products with respect to in the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentencesCollaborator Territory, or if Gilead Manufactures Collaborator is performing such work for the Reversion Products Compound and Product itself (and thus there is no contract to assign), then Collaborator shall reasonably cooperate with Exelixis to negotiate for [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. the Transition Agreement continuation of such services for Exelixis from such entity, or Collaborator shall require Gilead continue to supply perform such bulk finished Reversion Productwork for Exelixis, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months[ * ]) to enable Galapagos to establish after termination at Exelixis’ cost until Exelixis establishes an alternate, validated source of supply for the applicable Reversion Products. The cost to Galapagos for such supply shall be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%services.

Transition Assistance. The Transition Agreement Licensee shall require Gilead touse Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee. Except for termination by Licensee under Section 15.2, […***…Exelixis may, in its sole discretion, postpone the effective date of any termination for a period of up to [ * ]. Except in the event of termination by Licensee under Section 15.2(a) for material breach by Exelixis, Licensee shall, at no cost to Exelixis, provide reasonable consultation and assistance for a period of no more than […***…[ * ] days after termination (and in any case not to exceed a total of [ * ] of working time including the assistance provided under Section 15.4(b)) for the purpose of disclosing and providing transferring or transitioning to Galapagos, Exelixis all […***…] that is relevant to the Reversion Products and the applicable Terminated Regions, Licensee Know-How not already in Exelixis’ possession and, at GalapagosExelixis’ request, all then-existing commercial arrangements relating to the extent relating solely and specifically to the Reversion Products and the applicable Terminated Regions that Gilead Licensee is able, using reasonable commercial effortsCommercially Reasonable Efforts, to disclose and provide transfer or transition to GalapagosExelixis or its designee, in each case, to the extent reasonably necessary or useful for Galapagos Exelixis to commence or continue researching, Developing, Manufacturing or Commercializing the Reversion Products with respect to Development and/or Commercialization of the applicable Terminated Regions. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely Compound and specifically cover the supply or sale of Reversion Products in applicable Terminated Regionsthe Licensee Territory. If any such contract between Gilead Licensee and a Third Party is not assignable to Galapagos Exelixis or its designee (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated RegionsProducts) but is otherwise reasonably necessary or useful for Galapagos Exelixis to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion the Development and/or Commercialization of the Compound and Products with respect to in the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentencesLicensee Territory, or if Gilead Manufactures Licensee is performing such work for the Reversion Products Compound and Product itself (and thus there is no contract to assign), then Licensee shall reasonably cooperate with Exelixis to negotiate for the Transition Agreement continuation of such services for Exelixis from such entity, or Licensee shall require Gilead continue to supply perform such bulk finished Reversion Productwork for Exelixis, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months[ * ]) to enable Galapagos to establish after termination at Exelixis’ cost until Exelixis establishes an alternate, validated source of supply for the applicable Reversion Products. The cost to Galapagos for such supply shall be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%services.

Transition Assistance. The Transition Agreement Grifols shall require Gilead to, […***…], use Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Product to Rigel or its designee as follows: (1) Grifols shall provide reasonable consultation and assistance for a period of no more than […***…[ * ] days after the effective date of termination for the purpose of disclosing and providing transferring or transitioning to Galapagos, Rigel all […***…] that is relevant to the Reversion Products and the applicable Terminated Regions, Grifols Know-How not already in Rigel’s possession and, at Galapagos’ Rigel’s request, all then-existing commercial arrangements relating to the extent relating solely and specifically to the Reversion Products and the applicable Terminated Regions Product that Gilead Grifols is able, using reasonable commercial effortsCommercially Reasonable Efforts, to disclose and provide transfer or transition to GalapagosRigel or its designee, in each case, to the extent reasonably necessary for Rigel to continue the Development or useful for Galapagos to commence or continue researching, Developing, Manufacturing or Commercializing Commercialization of the Reversion Products with respect to Product in the applicable Terminated RegionsGrifols Territory. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely and specifically cover the supply or sale of Reversion Products in applicable Terminated Regions. (2) If any such contract between Gilead Grifols and a Third Party is not assignable to Galapagos Rigel or its designee (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated RegionsProduct) but is otherwise reasonably necessary for Rigel to continue the Development or useful for Galapagos to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to Commercialization of the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos Product in Galapagos’ efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentencesGrifols Territory, or if Gilead Manufactures Grifols is performing such work for the Reversion Products Product itself (and thus there is no contract to assign), then Grifols shall reasonably cooperate with Rigel to negotiate for the Transition Agreement continuation of such services for Rigel from such entity, or Grifols shall require Gilead continue to supply perform such bulk finished Reversion Productwork for Rigel, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months[ * ]) to enable Galapagos to establish after the effective date of termination at Rigel’s cost until Rigel establishes an alternate, validated source of supply for such services. It is understood that (1) and (2) as set forth within this Section 14.4 (e) is subject to good faith negotiations among the Parties to set forth the terms and conditions applicable Reversion Products. The cost to Galapagos for such supply shall be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%these transition assistance activities.

Transition Assistance. The Transition Agreement Kissei shall require Gilead touse Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Rigel or its designee. Except in the event of termination by Kissei under Section 14.2(a), Kissei shall, […***…], provide reasonable consultation and assistance for a period of no more than […***…] days after the effective date of termination for the purpose of disclosing and providing transferring or transitioning to Galapagos, Rigel all […***…] that is relevant to the Reversion Products and the applicable Terminated Regions, Kissei Know-How not already in Rigel’s possession and, at Galapagos’ Rigel’s request, all then-existing commercial arrangements relating to the extent relating solely and specifically to the Reversion Products and the applicable Terminated Regions that Gilead Kissei is able, using reasonable commercial effortsCommercially Reasonable Efforts, to disclose and provide transfer or transition to GalapagosRigel or its designee, in each case, to the extent reasonably necessary for Rigel to continue the Development or useful for Galapagos to commence or continue researching, Developing, Manufacturing or Commercializing Commercialization of the Reversion Products with respect to the applicable Terminated Regions. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely Compound and specifically cover the supply or sale of Reversion Products in applicable Terminated Regionsthe Kissei Territory. If any such contract between Gilead Kissei and a Third Party is not assignable to Galapagos Rigel or its designee (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated RegionsProducts) but is otherwise reasonably necessary for Rigel to continue the Development or useful for Galapagos to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Commercialization of the Compound and Products with respect to in the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentencesKissei Territory, or if Gilead Manufactures Kissei is performing such work for the Reversion Products Compound and Product itself (and thus there is no contract to assign), then Kissei shall reasonably cooperate with Rigel to negotiate for the Transition Agreement continuation of such services for Rigel from such entity, or Kissei shall require Gilead use Commercially Reasonable Efforts to supply continue to perform such bulk finished Reversion Productwork for Rigel, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months]) to enable Galapagos to establish after the effective date of termination at Rigel’s cost until Rigel establishes an alternate, validated source of supply for the applicable Reversion Products. The cost to Galapagos for such supply shall be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%services.

Transition Assistance. The Transition Agreement shall require Gilead Astellas to, […***…]at no cost to Medivation, provide reasonable consultation and assistance for a period of no more than […***…] days for the purpose of disclosing and providing to GalapagosMedivation, all Astellas […***…] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Know-How not already in Medivation’s possession that is relevant to the Reversion Products and the applicable Terminated Regions, and, at Galapagos’ Medivation’s request, all then-existing commercial arrangements to the extent relating solely and specifically to the Reversion Products and the applicable Terminated Regions that Gilead Astellas is able, using reasonable commercial efforts, to disclose and provide to GalapagosMedivation, in each case, to the extent reasonably necessary or useful for Galapagos Medivation to commence or continue researching, Developing, Manufacturing Manufacturing, or Commercializing the Reversion Products with respect to the applicable Terminated Regions. The foregoing shall include include, without limitation, assigning, upon request of GalapagosMedivation, any agreements with Third Party suppliers or vendors to the extent they solely and specifically cover the supply or sale of Reversion Products in applicable Terminated Regions. If any such contract between Gilead Astellas and a Third Party is not assignable to Galapagos Medivation (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated Regions) but is otherwise reasonably necessary or useful for Galapagos Medivation to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions, then Gilead Astellas shall reasonably cooperate with Galapagos Medivation in Galapagos’ Medivation’s efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions[*]. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos Medivation pursuant to the preceding sentencessentence, or if Gilead Astellas Manufactures the Reversion Products itself (and thus there is no contract to assign), the Transition Agreement shall require Gilead Astellas to supply such bulk Collaboration Molecule or finished Reversion Product, as applicable, to Galapagos Medivation for a reasonable period (not to exceed […***…] months]) to enable Galapagos Medivation to establish an alternate, validated source of supply for the applicable Reversion Products. The cost to Galapagos Medivation for such supply shall be [*]. Notwithstanding any other term or condition of this Section 14.5(e), to the cost extent that Astellas, after consultation with Medivation, reasonably and in good faith concludes that (A) performance of goods any of the obligations (except for such obligations described in this Section 14.5(e)(i) relating to the Manufacture and supply of Reversion Products calculated Products) imposed on Astellas under this Section 14.5(e) or that would be imposed on Astellas under the Transition Agreement pursuant to this Section 14.5(e) may [*] to [*] beyond those that would be [*] by [*], and (B) any offer made by Medivation to provide [*] (which would be in accordance with industry standards (excluding addition to […***…]) plus would not be sufficient under the circumstances to […***…] percent […***…]%, Astellas may elect not to perform such obligations and/or decline to include such obligations in the Transition Agreement.

Transition Assistance. The Transition Agreement shall require Gilead toExcept in the event of (i) termination by Licensee for an uncured material breach by Ovid, […***…]or (ii) termination by Licensee in the circumstances set forth in Section 14.2(b)(i) with respect to Ovid, or (iii) Ovid’s termination for Safety Reason (where Licensee elects to continue the Development and Commercialization of the Product), Licensee shall, at no cost to Ovid, provide reasonable consultation and assistance for a period of no more than […***…] days after the effective date of termination for the purpose of disclosing and providing transferring or transitioning to Galapagos, Ovid all […***…] that is relevant to the Reversion Products and the applicable Terminated Regions, Licensee Know-How not already in Ovid’s possession and, at Galapagos’ Ovid’s request, all then-existing commercial arrangements arrangements, customer lists, and similar information relating to the extent relating solely and specifically to the Reversion Products and the applicable Terminated Regions that Gilead Licensee is able, using reasonable commercial effortsCommercially Reasonable Efforts, to disclose and provide transfer or transition to GalapagosOvid or its designee, in each case, to the extent reasonably necessary for Ovid to continue the Development or useful for Galapagos to commence or continue researching, Developing, Manufacturing or Commercializing Commercialization of the Reversion Products with respect to the applicable Terminated Regions. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely Compound and specifically cover the supply or sale of Reversion Products in applicable Terminated Regionsthe Licensee Territory. If any such contract between Gilead Licensee and a Third Party is not assignable to Galapagos Ovid or its designee (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated RegionsProducts) but is otherwise reasonably necessary for Ovid to continue the Development or useful for Galapagos to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Commercialization of the Compound and Products with respect to in the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentencesLicensee Territory, or if Gilead Manufactures Licensee is performing such work for the Reversion Products Compound and Product itself (and thus there is no contract to assign), then Licensee shall reasonably cooperate with Ovid to negotiate for the Transition Agreement continuation of such services for Ovid from such entity, or Licensee shall require Gilead continue to supply perform such bulk finished Reversion Productwork for Ovid, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months]) to enable Galapagos to establish after the effective date of termination at Ovid’s cost until Ovid establishes an alternate, validated source of supply for the applicable Reversion Productssuch services. The cost to Galapagos for such supply shall be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) plus […***…] percent […***…]%not material and (ii) would be competitively harmful if publicly disclosed.

Transition Assistance. The Transition Agreement For one (1) year following the effective date of such termination, Takeda shall require Gilead toprovide such assistance, […***…], provide reasonable consultation and assistance for a period of no more than […***…] days for the purpose of disclosing and providing to Galapagos, all […***…] that is relevant to the Reversion Products and the applicable Terminated Regions, and, at Galapagos’ request, all then-existing commercial arrangements to the extent relating solely and specifically to the Reversion Products and the applicable Terminated Regions that Gilead is able, using reasonable commercial efforts, to disclose and provide to Galapagos, in each case, to the extent as may be reasonably necessary or useful for Galapagos AMAG to commence or continue researching, Developing, Manufacturing or Commercializing Product in the Reversion Products with respect Licensed Territory, to the applicable Terminated Regionsextent Takeda is then performing or having performed [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. The foregoing shall include assigningALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. such activities, including transferring or amending as appropriate, upon request of GalapagosAMAG, any agreements or arrangements with Third Party suppliers or vendors to Develop, Manufacture, distribute or sell Product in the terminated Regions of the Licensed Territory. To the extent they solely and specifically cover the supply or sale of Reversion Products in applicable Terminated Regions. If that any such contract between Gilead Takeda and a Third Party is not assignable to Galapagos (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated Regions) but is otherwise reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated RegionsAMAG, then Gilead Takeda shall reasonably cooperate with Galapagos in Galapagos’ efforts AMAG to obtain arrange to continue to provide such services from such entity for so long as may be reasonably necessary to transition such services, provided, however, this cooperation shall not be construed as an obligation and/or promise of Takeda to ensure that any new arrangement between AMAG and a Third Party vendor is established. In addition, upon any termination of this Agreement under Section 13.2(a), Takeda shall pay its share (if any) of costs for (i) the assignment completion of any ongoing clinical trial of the Product to the extent such costs are incurred for those patients already enrolled in the trial at the time of giving the termination notice and (ii) uncancellable obligations incurred to Third Parties as a direct result of cancellation of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentences, or if Gilead Manufactures the Reversion Products itself (and thus there is no contract to assign), the Transition Agreement shall require Gilead to supply such bulk finished Reversion Product, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months) to enable Galapagos to establish an alternate, validated source of supply for the applicable Reversion Products. The cost to Galapagos for such supply shall be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%trial.

Transition Assistance. The Impax agrees to reasonably cooperate with Durect and its designee(s) to facilitate a smooth, orderly and prompt transition of the Development and Commercialization of Product to Durect and/or its designee(s) during the notice period (if terminated pursuant to the first sentence of Section 10.2) and a [* * *] period after the effective date of termination, which may be extended for up to another [* * *] upon Durect’s written request (collectively, the “Transition Agreement Period”), provided that (i) the Parties shall require Gilead touse reasonable efforts to complete such transition prior to the expiration of the initial [* * *] period without such extension, and (ii) if Durect requests for such extension, […* * *]. Upon request by Durect within [* * **…]] after the effectiveness of termination, provide reasonable consultation Impax shall transfer to Durect some or all quantities of Product in its or its Affiliates’ Control; provided, however, that Durect shall reimburse Impax for its actual costs to manufacture or otherwise acquire the quantities so provided to Durect. If any Product was manufactured by any Third Party for Impax, or Impax had contracts with vendors which contracts are specific to Product and assistance necessary or useful for a period of no more than […***…] days Durect to take over responsibility for Product in the purpose of disclosing and providing to GalapagosTerritory, all […***…] that is relevant to the Reversion Products and the applicable Terminated Regions, and, at Galapagos’ request, all then-existing commercial arrangements then Impax shall to the extent relating solely possible and specifically requested in writing by Durect, assign all of the relevant Third-Party contracts to Durect, and in any case, Impax agrees to cooperate with Durect Confidential treatment has been sought for portions of this Agreement. The copy filed herewith omits the information subject to the Reversion Products confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. to facilitate uninterrupted supply of Product. If Impax or its Affiliate manufactured any Product at the applicable Terminated Regions that Gilead time of termination, then Impax (or its Affiliate) shall continue to provide for manufacturing of such Product for Durect, at its fully-burdened manufacturing cost therefor, from the effectiveness of such termination until such time as Durect is able, using reasonable commercial effortsCommercially Reasonable Efforts, to disclose secure an acceptable alternative commercial manufacturing source from which sufficient quantities of Product may be procured and provide to Galapagoslegally sold in the Territory, in each case, to the extent reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing or Commercializing the Reversion Products with respect to the applicable Terminated Regions. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely and specifically cover the supply or sale of Reversion Products in applicable Terminated Regions. If any such contract between Gilead and a Third Party is not assignable to Galapagos (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated Regions) but is otherwise reasonably necessary or useful for Galapagos to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentences, or if Gilead Manufactures the Reversion Products itself (and thus there is no contract to assign), longer than the Transition Agreement shall require Gilead to supply such bulk finished Reversion Product, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months) to enable Galapagos to establish an alternate, validated source of supply for the applicable Reversion Products. The cost to Galapagos for such supply shall be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%Period.

Transition Assistance. The Transition Agreement Licensee shall require Gilead touse Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee. Except for termination by Licensee under Section 15.2, […***…Exelixis may, in its sole discretion, postpone the effective date of any termination for a period of up to [ * ]. Except in the event of termination by Licensee under Section 15.2(a) for material breach by Exelixis, Licensee shall, at no cost to Exelixis, provide reasonable consultation and assistance for a period of no more than […***…[ * ] days after termination (and in any case not to exceed a total of [ * ] of working time including the assistance provided under Section 15.4(b)) for the purpose of disclosing transferring or transitioning to Exelixis all Licensee Know-How not [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and providing filed separately with the Securities and Exchange Commission pursuant to GalapagosRule 24b-2 of the Securities Exchange Act of 1934, all […***…] that is relevant to the Reversion Products and the applicable Terminated Regions, as amended. already in Exelixis’ possession and, at GalapagosExelixis’ request, all then-existing commercial arrangements relating to the extent relating solely and specifically to the Reversion Products and the applicable Terminated Regions that Gilead Licensee is able, using reasonable commercial effortsCommercially Reasonable Efforts, to disclose and provide transfer or transition to GalapagosExelixis or its designee, in each case, to the extent reasonably necessary or useful for Galapagos Exelixis to commence or continue researching, Developing, Manufacturing or Commercializing the Reversion Products with respect to Development and/or Commercialization of the applicable Terminated Regions. The foregoing shall include assigning, upon request of Galapagos, any agreements with Third Party suppliers or vendors to the extent they solely Compound and specifically cover the supply or sale of Reversion Products in applicable Terminated Regionsthe Licensee Territory. If any such contract between Gilead Licensee and a Third Party is not assignable to Galapagos Exelixis or its designee (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products or the Terminated RegionsProducts) but is otherwise reasonably necessary or useful for Galapagos Exelixis to commence or continue researching, Developing, Manufacturing, or Commercializing Reversion the Development and/or Commercialization of the Compound and Products with respect to in the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentencesLicensee Territory, or if Gilead Manufactures Licensee is performing such work for the Reversion Products Compound and Product itself (and thus there is no contract to assign), then Licensee shall reasonably cooperate with Exelixis to negotiate for the Transition Agreement continuation of such services for Exelixis from such entity, or Licensee shall require Gilead continue to supply perform such bulk finished Reversion Productwork for Exelixis, as applicable, to Galapagos for a reasonable period (not to exceed […***…] months[ * ]) to enable Galapagos to establish after termination at Exelixis’ cost until Exelixis establishes an alternate, validated source of supply for the applicable Reversion Products. The cost to Galapagos for such supply shall be the cost of goods for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%services.

Transition Assistance. The Transition Agreement shall require Gilead toALFRESA shall, […***…]at ARS’s cost, provide reasonable consultation and assistance for a period of no more than […***…] days for the purpose of disclosing and providing transferring or transitioning to Galapagos, ARS all […***…] that is relevant to the Reversion Products and the applicable Terminated Regions, ALFRESA Know-How not already in ARS’s possession and, at Galapagos’ ARS’s request, all then-existing commercial arrangements to the extent relating solely and specifically to the Reversion Compositions and Products and the applicable Terminated Regions that Gilead ALFRESA is able, using reasonable commercial effortsCommercially Reasonable Efforts, to disclose and provide transfer or transition to GalapagosARS, in each case, to the extent reasonably necessary or useful for Galapagos ARS to commence or continue researching, Developing, Manufacturing manufacturing, or Commercializing Products in the Reversion Products with respect to the applicable Terminated RegionsALFRESA Territory. The foregoing shall include assigningtransferring, upon request of GalapagosARS, any agreements with Third Party suppliers or vendors to the extent they solely and that specifically cover the supply or sale of Reversion Compositions or Products in applicable Terminated Regionsthe ALFRESA Territory. If any such contract between Gilead ALFRESA and a Third Party is not assignable to Galapagos ARS (whether by such contract’s terms or because such contract does not relate specifically to Reversion Products Compositions or the Terminated RegionsProducts) but is otherwise reasonably necessary or useful for Galapagos ARS to commence or continue researching, Developing, Manufacturingmanufacturing, or Commercializing Reversion Products with respect to in the Terminated Regions, then Gilead shall reasonably cooperate with Galapagos in Galapagos’ efforts to obtain from such Third Party the assignment of such contract or of that portion of such contract that solely relates to researching, Developing, Manufacturing, or Commercializing Reversion Products with respect to the Terminated Regions. Unless and until the necessary Third Party Manufacturing agreements are assigned to Galapagos pursuant to the preceding sentencesALFRESA Territory, or if Gilead Manufactures ALFRESA manufactures the Reversion Products Product itself (and thus there is no contract to assign), then ALFRESA shall reasonably cooperate with ARS to negotiate for the Transition Agreement continuation of services or supply from such entity, or ALFRESA shall require Gilead to supply such bulk finished Reversion Composition or Product, as applicable, to Galapagos ARS for a reasonable period (not to exceed […***…] months]) to enable Galapagos to establish until ARS establishes an alternate, validated source of such services or supply of finished, packaged, labeled Product for the applicable Reversion ProductsALFRESA Territory. The cost to Galapagos ARS for such supply from ALFRESA shall be negotiated and agreed with each other, but no greater than the cost of goods to ALFRESA for such Reversion Products calculated in accordance with industry standards (excluding […***…]) plus […***…] percent […***…]%supply.