Common use of Transition Plan Clause in Contracts

Transition Plan. The preliminary Transition Plan is attached to this Agreement as Exhibit 19. Service Provider shall complete, and submit to DIR for review a final Transition Plan on or before the date set forth in Attachment 3-C. DIR will review the submitted Transition Plan according to the procedures and criteria set forth in Exhibit 19. If a Transition Plan submitted by Service Provider is not acceptable to DIR, Service Provider will address and resolve any questions or concerns DIR may have and will promptly incorporate any modifications, additions or deletions requested by DIR. Service Provider will revise and resubmit the Transition Plan until Accepted by DIR. Upon DIR's Acceptance, the Transition Plan shall automatically be incorporated into this Agreement as Exhibit 19 and shall supersede and replace all prior Transition Plans. The Transition Plan shall detail the specific activities to be performed by each Party, and, unless otherwise requested by Service Provider and agreed by DIR in its sole discretion, shall be consistent in all material respects with any preliminary Transition Plan attached as Exhibit 19, including with respect to the activities, deliverables, Transition Milestones, and Deliverable Credits described therein. The Transition Plan may thereafter be amended as mutually agreed by the Parties. Without limiting the foregoing, the Transition Plan shall specify, among other things, (i) the deliverables to be completed by Service Provider, (ii) the date(s) by which each such activity or deliverable is to be completed (the "Transition Milestones"), (iii) Service Provider's plans for the hiring and retention of Incumbent Personnel necessary to perform the Services, (iv) a process and set of standards to which Service Provider shall adhere in the performance of the Transition Services and that shall enable DIR to determine whether Service Provider has successfully completed the transition and the activities and deliverables associated with each Transition Milestone, (v) any transition responsibilities to be performed or transition resources to be provided by DIR and/or DIR Customers, (vi) any transition responsibilities to be performed or transition resources to be provided by another DCS Service Provider, and (vii) a detailed description of the processes and procedures that Service Provider will implement (and associated implementation schedules) to effect the seamless integration and coordination of the Services with related services to be provided by other DCS Service Providers (including development and execution of the OLAs. The updated and final detailed Transition Plan also shall identify any related documents contemplated by this Agreement and/or required to effectuate the transition that shall be executed by either of the Parties.

Transition Plan. The preliminary Transition Plan is attached to (a) During the Interim Period, in furtherance of the transactions contemplated by this Agreement as Exhibit 19. Service Provider shall completeAgreement, the Parties shall, and submit shall cause their Affiliates to, cooperate in good faith and use their commercially reasonable efforts to DIR develop and plan for review a final mutually acceptable transition plan for the migration and integration of the business and operations of the Acquired Company with Buyer, subject to compliance with applicable Laws (the “Transition Plan on or before the date set forth in Attachment 3-C. DIR will review the submitted Transition Plan according to the procedures and criteria set forth in Exhibit 19. If a Transition Plan submitted by Service Provider is not acceptable to DIR, Service Provider will address and resolve any questions or concerns DIR may have and will promptly incorporate any modifications, additions or deletions requested by DIR. Service Provider will revise and resubmit the Transition Plan until Accepted by DIR. Upon DIR's Acceptance, the Transition Plan shall automatically be incorporated into this Agreement as Exhibit 19 and shall supersede and replace all prior Transition PlansPlan”). The Transition Plan shall detail the specific activities address matters agreed to be performed by each Party, and, unless otherwise requested by Service Provider and agreed by DIR in its sole discretion, shall be consistent in all material respects with any preliminary Transition Plan attached as Exhibit 19, including with respect to the activities, deliverables, Transition Milestones, and Deliverable Credits described therein. The Transition Plan may thereafter be amended as mutually agreed by the Parties. Without limiting Such cooperation shall include Buyer and Seller taking the foregoingfollowing actions: (a) promptly after execution of this Agreement, appointing a transition manager whose primary responsibility will be to plan and execute the transition and manage such Party’s transition team; (b) promptly after execution of this Agreement, reviewing the technology, business operations and administration capabilities to be transitioned or migrated, taking into account any issues of separation arising from the Transition Plan shall specify, among other things, Plan; (ic)(i) reviewing the deliverables services to be completed by Service Provider, provided to Buyer under the Shared Contracts and the extent to which such services will be provided following the Closing under the Transition Services Agreement and (ii) using commercially reasonable efforts to facilitate Buyer’s conversations with counterparties to such Shared Contracts to enable Buyer to enter into replacement contracts; (d) establishing transition teams, which shall include senior representatives of the date(sParties and additional individuals with functional responsibility for providing transition services under the Transition Services Agreement; (e) by setting regular meetings of the teams during the Interim Period, which each such activity or deliverable is regular meetings shall occur at least once per month; (f) making available (during ordinary business hours and upon reasonable notice) appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for such transition and migration planning, execution and knowledge transfer; (g) coordinating as to be completed transitional matters with respect to Governmental Entities; and (h) with Buyer taking the "Transition Milestones")lead, (iii) Service Provider's developing detailed plans for the hiring migration and retention transition of Incumbent Personnel necessary the business of the Acquired Company to perform Buyer; provided, that all such activities subject to this Section 6.24 shall be in compliance with applicable Law, including the ServicesHSR Act. The Parties acknowledge and agree that, any efforts by the Parties under this Section 6.24 may not be complete at the Closing (iv) a process nor shall any incomplete efforts be considered in determining whether the conditions under Section 8.3 have been satisfied), and set of standards to which Service Provider the Parties shall adhere continue the efforts described in this Section 6.24 under, and subject to, the performance terms of the Transition Services and that Agreement. Notwithstanding anything to the contrary in this Section 6.24, Seller shall enable DIR not be obligated to determine whether Service Provider has successfully completed provide to Buyer any pricing or other information related to any Shared Contracts if provision of such information would violate the transition and the activities and deliverables associated with each Transition Milestone, (v) any transition responsibilities to be performed or transition resources to be provided by DIR and/or DIR Customers, (vi) any transition responsibilities to be performed or transition resources to be provided by another DCS Service Provider, and (vii) a detailed description terms of the processes Contracts related to such Shared Contracts. From the date hereof until three (3) months prior to the Inside Date (the “TSA Deadline”), Seller and procedures Buyer shall meet and confer in good faith to amend and/or supplement the form of Schedule 2.1 to the Transition Services Agreement that is attached hereto as Exhibit B (the “Form Service Provider will implement (Schedule”). Any amendment or supplement to the Form Service Schedule that is mutually agreed by ▇▇▇▇▇ and associated implementation schedules) Seller in writing prior to effect the seamless integration and coordination of the Services with related services to be provided by other DCS Service Providers (including development and execution of the OLAs. The updated and final detailed Transition Plan also shall identify any related documents contemplated by this Agreement and/or required to effectuate the transition that TSA Deadline shall be executed by either of deemed incorporated into the PartiesForm Service Schedule and any other proposed changes to the Form Service Schedule shall be disregarded and not incorporated into the Form Service Schedule.

Transition Plan. The preliminary Transition Plan is attached ARCHEMIX shall have a period of up to this Agreement as Exhibit 19. Service Provider shall complete, and submit to DIR for review a final Transition Plan [***] months commencing on or before the date set forth in Attachment 3-C. DIR will review of receipt of the submitted Transition Plan according Designation Notice or a Program Target otherwise becomes a Waived Target to the procedures and criteria set forth in Exhibit 19. If notify MERCK that it intends to continue to Develop or Commercialize a Transition Plan submitted by Service Provider is not acceptable to DIR, Service Provider will address and resolve any questions or concerns DIR may have and will promptly incorporate any modifications, additions or deletions requested by DIR. Service Provider will revise and resubmit the Transition Plan until Accepted by DIRWaived Compound. Upon DIR's Acceptancereceipt of such notice, the Transition Plan Parties will agree on a transition plan pursuant to which MERCK will, depending on the stage of development of such Waived Compound(s), obligate MERCK to timely perform the activities in Sections 8.1.2(c)(iv)(A) through (J). In order for MERCK to agree to each such transition plan, ARCHEMIX shall automatically be incorporated into this Agreement as Exhibit 19 agree to use Commercially Reasonable Efforts to Develop and shall supersede Commercialize the Waived Compound(s) identified by ARCHEMIX and replace all prior Transition Planswhich are the subject of a transition plan for continued Development and Commercialization. The Transition Plan transition plan shall detail include, as applicable, an obligation by MERCK to: (A) grant to ARCHEMIX an exclusive, worldwide, royalty-free, paid-up license under all Product Trademarks applicable to such Waived Compound(s), if any; (B) transfer to ARCHEMIX all of its right, title and interest in all Regulatory Filings, Drug Approval Applications and Regulatory Approvals then in its name applicable to such Waived Compound(s), if any; (C) notify the specific activities applicable Regulatory Authorities and take any other action reasonably necessary to effect such transfer; (D) provide ARCHEMIX with copies of all correspondence between MERCK and such Regulatory Authorities relating to such Regulatory Filings, Drug Approval Applications and Regulatory Approvals; (E) unless expressly prohibited by any Regulatory Authority, transfer control to ARCHEMIX of all clinical trials of such Waived Compound(s) being conducted as of the time of designation by MERCK of the Waived Compound and continue to conduct such trials at its expense for up to [***] months commencing on the date of receipt of the Designation Notice or a Program Target otherwise becomes a Waived Target to enable such transfer to be performed by each Party, andcompleted without interruption of any such trial, unless otherwise requested by Service Provider and agreed by DIR ARCHEMIX demonstrates to MERCK to MERCK’s satisfaction that ARCHEMIX shall not be able to assume such clinical trials within four months, in which case MERCK shall continue to conduct such trials for up to [***] additional months; (F) assign (or cause its sole discretion, shall be consistent in Affiliates to assign) to ARCHEMIX all material respects agreements with any preliminary Transition Plan attached as Exhibit 19, including Third Party with respect to the activitiesconduct of clinical trials for such Waived Compound(s) including, deliverableswithout limitation, Transition Milestonesagreements with contract research organizations, clinical sites and Deliverable Credits described therein. The Transition investigators, unless expressly prohibited by any such agreement (in which case MERCK shall cooperate with ARCHEMIX in all reasonable respects to secure the consent of such Third Party to such assignment); Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. (G) provide ARCHEMIX with all supplies of such Waived Compound(s) in the possession of MERCK or any Affiliate or contractor of MERCK; (H) provide ARCHEMIX with copies of all reports and data generated or obtained by MERCK or its Affiliates pursuant to this Agreement that relate to such Waived Compound(s) that have not previously been provided to ARCHEMIX; (I) reimburse ARCHEMIX for all internal and out-of-pocket costs incurred by ARCHEMIX in continuing the research and Development according to the pre-agreed Annual Development Plan may thereafter be amended of such Waived Compound(s) for a period of [***] days; and (J) if MERCK has manufactured, is manufacturing or having manufactured such Waived Compound(s) or any intermediate thereof as mutually agreed by of the Parties. Without limiting date the foregoing, the Transition Plan shall specify, among other things, applicable Program Target becomes a Waived Target: (i) MERCK shall, if requested by ARCHEMIX, supply ARCHEMIX with its requirements for such Waived Compound(s) and intermediates for up to [***] months following such date at a transfer price equal to [***] for the deliverables to be completed by Service Providersupply of such Waived Compound(s) or intermediate, plus [***] percent ([***]%), (ii) within [***] days after ARCHEMIX’s request, MERCK shall provide to ARCHEMIX or its designee all information in its possession with respect to the date(s) by which manufacture of each such activity Waived Compound(s) or deliverable is to be completed (the "Transition Milestones"), (iii) Service Provider's plans for the hiring and retention of Incumbent Personnel necessary to perform the Services, (iv) a process and set of standards to which Service Provider shall adhere in the performance of the Transition Services and that shall enable DIR to determine whether Service Provider has successfully completed the transition and the activities and deliverables associated with each Transition Milestone, (v) any transition responsibilities to be performed or transition resources to be provided by DIR and/or DIR Customers, (vi) any transition responsibilities to be performed or transition resources to be provided by another DCS Service Provider, and (vii) a detailed description of the processes and procedures that Service Provider will implement (and associated implementation schedules) to effect the seamless integration and coordination of the Services with related services to be provided by other DCS Service Providers (including development and execution of the OLAs. The updated and final detailed Transition Plan also shall identify any related documents contemplated by this Agreement and/or required to effectuate the transition that shall be executed by either of the Partiesintermediate.

Transition Plan. The preliminary Transition Plan is attached ARCHEMIX shall have a period of up to this Agreement as Exhibit 19. Service Provider shall complete, and submit to DIR for review a final Transition Plan [***] months commencing on or before the date set forth of receipt of the Designation Notice or a Program Target otherwise becomes a Waived Target to notify MERCK that it intends to continue to Develop or Commercialize a Waived Compound. Upon receipt of such notice, the Parties will agree on a transition plan pursuant to which MERCK will, depending on the stage of development of such Waived Compound(s), obligate MERCK to timely perform the activities in Attachment 3-C. DIR will review Sections 7.1.2(c)(iv)(1) through (10). In order for MERCK to agree to each such transition plan, ARCHEMIX shall agree to use Commercially Reasonable Efforts to Develop and Commercialize the submitted Transition Plan according Waived Compound(s) identified by ARCHEMIX and which are the subject Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the procedures Company’s application requesting confidential treatment under Rule 406 of the Securities Act. of a transition plan for continued Development and criteria set forth in Exhibit 19. If a Transition Plan submitted by Service Provider is not acceptable to DIR, Service Provider will address and resolve any questions or concerns DIR may have and will promptly incorporate any modifications, additions or deletions requested by DIR. Service Provider will revise and resubmit the Transition Plan until Accepted by DIR. Upon DIR's Acceptance, the Transition Plan shall automatically be incorporated into this Agreement as Exhibit 19 and shall supersede and replace all prior Transition PlansCommercialization. The Transition Plan transition plan shall detail include, as applicable, an obligation by MERCK to: (1) grant to ARCHEMIX an exclusive, worldwide, royalty-free, paid-up license under all Product Trademarks applicable to such Waived Compound(s), if any; (2) transfer to ARCHEMIX all of its right, title and interest in all Regulatory Filings, Drug Approval Applications and Regulatory Approvals then in its name applicable to such Waived Compound(s), if any; (3) notify the specific activities applicable Regulatory Authorities and take any other action reasonably necessary to effect such transfer; (4) provide ARCHEMIX with copies of all correspondence between MERCK and such Regulatory Authorities relating to such Regulatory Filings, Drug Approval Applications and Regulatory Approvals; (5) unless expressly prohibited by any Regulatory Authority, transfer control to ARCHEMIX of all clinical trials of such Waived Compound(s) being conducted as of the time of designation by MERCK of the Waived Compound and continue to conduct such trials at its expense for up to [***] months commencing on the date of receipt of the Designation Notice or a Program Target otherwise becomes a Waived Target to enable such transfer to be performed by each Party, andcompleted without interruption of any such trial, unless otherwise requested by Service Provider and agreed by DIR ARCHEMIX demonstrates to MERCK to MERCK’s satisfaction that ARCHEMIX shall not be able to assume such clinical trials within four months, in which case MERCK shall continue to conduct such trials for up to [***] additional months; (6) assign (or cause its sole discretion, shall be consistent in Affiliates to assign) to ARCHEMIX all material respects agreements with any preliminary Transition Plan attached as Exhibit 19, including Third Party with respect to the activitiesconduct of clinical trials for such Waived Compound(s) including, deliverableswithout limitation, Transition Milestonesagreements with contract research organizations, clinical sites and Deliverable Credits described therein. The Transition investigators, unless expressly prohibited by any such agreement (in which case MERCK shall cooperate with ARCHEMIX in all reasonable respects to secure the consent of such Third Party to such assignment); (7) provide ARCHEMIX with all supplies of such Waived Compound(s) in the possession of MERCK or any Affiliate or contractor of MERCK; (8) provide ARCHEMIX with copies of all reports and data generated or obtained by MERCK or its Affiliates pursuant to this Agreement that relate to such Waived Compound(s) that have not previously been provided to ARCHEMIX; (9) reimburse ARCHEMIX for all internal and out-of-pocket costs incurred by ARCHEMIX in continuing the research and Development according to the pre-agreed Annual Development Plan may thereafter be amended of such Waived Compound(s) for a period of [***] days; and Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. (10) if MERCK has manufactured, is manufacturing or having manufactured such Waived Compound(s) or any intermediate thereof as mutually agreed by of the Parties. Without limiting date the foregoing, the Transition Plan shall specify, among other things, applicable Program Target becomes a Waived Target: (i) MERCK shall, if requested by ARCHEMIX, supply ARCHEMIX with its requirements for such Waived Compound(s) and intermediates for up to [***] months following such date at a transfer price equal to [***] for the deliverables to be completed by Service Providersupply of such Waived Compound(s) or intermediate, plus [***] percent ([***]%), (ii) within [***] days after ARCHEMIX’s request, MERCK shall provide to ARCHEMIX or its designee all information in its possession with respect to the date(s) by which manufacture of each such activity Waived Compound(s) or deliverable is to be completed (the "Transition Milestones"), (iii) Service Provider's plans for the hiring and retention of Incumbent Personnel necessary to perform the Services, (iv) a process and set of standards to which Service Provider shall adhere in the performance of the Transition Services and that shall enable DIR to determine whether Service Provider has successfully completed the transition and the activities and deliverables associated with each Transition Milestone, (v) any transition responsibilities to be performed or transition resources to be provided by DIR and/or DIR Customers, (vi) any transition responsibilities to be performed or transition resources to be provided by another DCS Service Provider, and (vii) a detailed description of the processes and procedures that Service Provider will implement (and associated implementation schedules) to effect the seamless integration and coordination of the Services with related services to be provided by other DCS Service Providers (including development and execution of the OLAs. The updated and final detailed Transition Plan also shall identify any related documents contemplated by this Agreement and/or required to effectuate the transition that shall be executed by either of the Partiesintermediate.

Transition Plan. The preliminary Transition Plan is attached to this Agreement as Exhibit 19. Service Provider Within […***…] following the Effective Date, the Parties shall completemutually agree upon a plan for the transition of the AR Mutant Program, and submit the transfer of the AR Mutant Transferred Assets, from TRACON to DIR ▇▇▇▇▇▇▇ providing for review a final the following activities (“Transition Plan on or before Plan”): (a) the date set forth in Attachment 3return of any physical embodiments of Know-C. DIR will review the submitted Transition Plan according How that was licensed by ▇▇▇▇▇▇▇ to TRACON pursuant to the procedures License and criteria set forth in Exhibit 19. If a Transition Plan submitted by Service Provider is not acceptable Option Agreement to DIR, Service Provider will address the extent that such Know-How relates to the AR Mutant Program; (b) the delivery of the tangible AR Mutant Transferred Assets and resolve physical embodiments of the intangible AR Mutant Transferred Assets to ▇▇▇▇▇▇▇; (c) the transfer of ownership of any questions or concerns DIR may have and will promptly incorporate any modifications, additions or deletions requested by DIR. Service Provider will revise and resubmit the Transition Plan until Accepted by DIR. Upon DIR's Acceptance, the Transition Plan shall automatically be incorporated into this Agreement as Exhibit 19 and shall supersede and replace all prior Transition Plans. The Transition Plan shall detail the specific activities to be performed by each Party, and, unless otherwise requested by Service Provider and agreed by DIR in its sole discretion, shall be consistent in all material respects with any preliminary Transition Plan attached as Exhibit 19intangible AR Mutant Transferred Assets, including the transfer of ownership of any Regulatory Approvals within the AR Mutant Transferred Assets; (d) the delivery of physical embodiments of the TRACON Program Know-How to ▇▇▇▇▇▇▇; (e) the completion or transfer of any Development activities with respect to the activities, deliverables, Transition MilestonesAR Mutant Compounds or AR Mutant Products that are ongoing as of the Effective Date; (f) a technology transfer with respect to TRACON’s Manufacturing processes for the AR Mutant Compounds and AR Mutant Products; and (g) the provision of additional assistance reasonably requested by ▇▇▇▇▇▇▇ (including access to personnel who worked on the AR Mutant Program during the Development Term). Each Party shall appoint one individual to have primary responsibility and oversight for, and Deliverable Credits described thereinto serve as the primary point of contact regarding, the transition and transfer activities for the AR Mutant Program contemplated by this Section 2.1.4 and the Transition Plan. The Each Party shall bear its own costs in performing its obligations under this Section 2.1.4 and the Transition Plan may thereafter be amended as mutually agreed by Plan. Unless the Parties. Without limiting Parties agree otherwise, the foregoing, Parties shall use Commercially Reasonable Efforts to complete the activities set forth in the Transition Plan shall specifywithin […***…] after the Effective Date (the “Transition Period”). After expiration of the Transition Period, among other things, ***Confidential Treatment Requested TRACON will have no further obligation to provide any additional information, documents, electronic files or support to ▇▇▇▇▇▇▇ in connection with the AR Mutant Program or AR Mutant Transferred Assets; provided, however, that following the Transition Period, if (i) either Party identifies any assets that were not transferred prior to the deliverables end of the Transition Period but that, pursuant to the provisions of this Agreement, were AR Mutant Transferred Assets that were required to be completed by Service Providertransferred, TRACON and its Affiliates shall, at no additional cost to ▇▇▇▇▇▇▇, promptly take all actions to transfer such AR Mutant Transferred Assets to ▇▇▇▇▇▇▇, and (ii) TRACON and its Affiliates shall provide reasonable support to ▇▇▇▇▇▇▇ and its Affiliates after the date(s) by which each such activity or deliverable is Transition Period to be completed (the "Transition Milestones"), (iii) Service Provider's plans for the hiring and retention of Incumbent Personnel extent reasonably necessary to perform the Services, (iv) a process allow TRACON and set its Affiliates to respond to requirements or requests of standards any Regulatory Authority or other Governmental Authority with respect to which Service Provider shall adhere in the performance of the Transition Services and that shall enable DIR to determine whether Service Provider has successfully completed the transition and the activities and deliverables associated with each Transition Milestone, (v) any transition responsibilities to be performed Licensed Compounds or transition resources to be provided by DIR and/or DIR Customers, (vi) any transition responsibilities to be performed or transition resources to be provided by another DCS Service Provider, and (vii) a detailed description of the processes and procedures that Service Provider will implement (and associated implementation schedules) to effect the seamless integration and coordination of the Services with related services to be provided by other DCS Service Providers (including development and execution of the OLAs. The updated and final detailed Transition Plan also shall identify any related documents contemplated by this Agreement and/or required to effectuate the transition that shall be executed by either of the PartiesLicensed Products.

Transition Plan. The preliminary Transition Plan is attached to this Agreement as Exhibit 19. Service Provider Within […***…] following the Effective Date, the Parties shall completemutually agree upon a plan for the transition of the AR Mutant Program, and submit the transfer of the AR Mutant Transferred Assets, from TRACON to DIR ▇▇▇▇▇▇▇ providing for review a final the following activities (“Transition Plan on or before Plan”): (a) the date set forth in Attachment 3return of any physical embodiments of Know-C. DIR will review the submitted Transition Plan according How that was licensed by ▇▇▇▇▇▇▇ to TRACON pursuant to the procedures License and criteria set forth in Exhibit 19. If a Transition Plan submitted by Service Provider is not acceptable Option Agreement to DIR, Service Provider will address the extent that such Know-How relates to the AR Mutant Program; (b) the delivery of the tangible AR Mutant Transferred Assets and resolve physical embodiments of the intangible AR Mutant Transferred Assets to ▇▇▇▇▇▇▇; (c) the transfer of ownership of any questions or concerns DIR may have and will promptly incorporate any modifications, additions or deletions requested by DIR. Service Provider will revise and resubmit the Transition Plan until Accepted by DIR. Upon DIR's Acceptance, the Transition Plan shall automatically be incorporated into this Agreement as Exhibit 19 and shall supersede and replace all prior Transition Plans. The Transition Plan shall detail the specific activities to be performed by each Party, and, unless otherwise requested by Service Provider and agreed by DIR in its sole discretion, shall be consistent in all material respects with any preliminary Transition Plan attached as Exhibit 19intangible AR Mutant Transferred Assets, including the transfer of ownership of any Regulatory Approvals within the AR Mutant Transferred Assets; (d) the delivery of physical embodiments of the TRACON Program Know-How to ▇▇▇▇▇▇▇; (e) the completion or transfer of any Development activities with respect to the activities, deliverables, Transition MilestonesAR Mutant Compounds or AR Mutant Products that are ongoing as of the Effective Date; (f) a technology transfer with respect to TRACON’s Manufacturing processes for the AR Mutant Compounds and AR Mutant Products; and (g) the provision of additional assistance reasonably requested by ▇▇▇▇▇▇▇ (including access to personnel who worked on the AR Mutant Program during the Development Term). Each Party shall appoint one individual to have primary responsibility and oversight for, and Deliverable Credits described thereinto serve as the primary point of contact regarding, the transition and transfer activities for the AR Mutant Program contemplated by this Section 2.1.4 and the Transition Plan. The Each Party shall bear its own costs in performing its obligations under this Section 2.1.4 and the Transition Plan may thereafter be amended as mutually agreed by Plan. ***Confidential Treatment Requested Unless the Parties. Without limiting Parties agree otherwise, the foregoing, Parties shall use Commercially Reasonable Efforts to complete the activities set forth in the Transition Plan shall specifywithin […***…] after the Effective Date (the “Transition Period”). After expiration of the Transition Period, among other things, TRACON will have no further obligation to provide any additional information, documents, electronic files or support to ▇▇▇▇▇▇▇ in connection with the AR Mutant Program or AR Mutant Transferred Assets; provided, however, that following the Transition Period, if (i) either Party identifies any assets that were not transferred prior to the deliverables end of the Transition Period but that, pursuant to the provisions of this Agreement, were AR Mutant Transferred Assets that were required to be completed by Service Providertransferred, TRACON and its Affiliates shall, at no additional cost to ▇▇▇▇▇▇▇, promptly take all actions to transfer such AR Mutant Transferred Assets to ▇▇▇▇▇▇▇, and (ii) TRACON and its Affiliates shall provide reasonable support to ▇▇▇▇▇▇▇ and its Affiliates after the date(s) by which each such activity or deliverable is Transition Period to be completed (the "Transition Milestones"), (iii) Service Provider's plans for the hiring and retention of Incumbent Personnel extent reasonably necessary to perform the Services, (iv) a process allow TRACON and set its Affiliates to respond to requirements or requests of standards any Regulatory Authority or other Governmental Authority with respect to which Service Provider shall adhere in the performance of the Transition Services and that shall enable DIR to determine whether Service Provider has successfully completed the transition and the activities and deliverables associated with each Transition Milestone, (v) any transition responsibilities to be performed Licensed Compounds or transition resources to be provided by DIR and/or DIR Customers, (vi) any transition responsibilities to be performed or transition resources to be provided by another DCS Service Provider, and (vii) a detailed description of the processes and procedures that Service Provider will implement (and associated implementation schedules) to effect the seamless integration and coordination of the Services with related services to be provided by other DCS Service Providers (including development and execution of the OLAs. The updated and final detailed Transition Plan also shall identify any related documents contemplated by this Agreement and/or required to effectuate the transition that shall be executed by either of the PartiesLicensed Products.

Transition Plan. The preliminary Transition Plan is attached to this Agreement Parties acknowledge that WYETH, in good faith, initiated transfer activities as Exhibit 19. Service Provider shall completeof the Termination Date, which activities (and submit to DIR for review a final Transition Plan on or before the date set forth in Attachment 3-C. DIR will review the submitted Transition Plan according to the procedures and criteria their associated statuses) are set forth in Exhibit 19A hereto (the “Transition Plan”). If a Transition Plan submitted With respect to those transfer activities pa-1775019 described in Exhibit A as being outstanding as of the execution of this Termination Agreement by Service Provider is not acceptable the Parties, said activities will be completed by or on behalf of WYETH in accordance with Exhibit A; provided that Wyeth shall only be responsible for transferring those Product Documents, Materials and WYETH Know-How in WYETH’s (or its Affiliate’s) then-current possession and reasonably retrievable (and, in the case of Product Documents, transfer will occur in electronic format, unless otherwise determined by WYETH). WYETH-Know How, Product Documents and Materials delivered by or on behalf of WYETH to DIR, Service Provider will address and resolve any questions CATALYST (or concerns DIR may have and will promptly incorporate any modifications, additions its designees) prior to execution of this Termination Agreement by the Parties are hereby deemed satisfactorily delivered by or deletions requested by DIR. Service Provider will revise and resubmit on behalf of WYETH to CATALYST (or its designee) under the Transition Plan until Accepted by DIRto the extent set forth on Exhibit A and WYETH shall have no further obligation to re-transfer (or have re-transferred) any of said WYETH-Know How, Product Documents or Materials to CATALYST (or its designee). Upon DIR's AcceptanceNotwithstanding anything to the contrary in this Termination Agreement, the Transition Plan in no event shall automatically WYETH (or its Affiliates or vendors) be incorporated into obligated to provide [* * *]. Except as set forth above, CATALYST acknowledges and agrees that any WYETH-Know How, Product Documents and Materials CATALYST (or its designees) may receive from WYETH or its Affiliates or their respective vendors or service providers pursuant to this Termination Agreement as Exhibit 19 are experimental in nature and/or may not have been fully researched and are provided as-is and shall supersede be used at the sole risk of CATALYST and replace all prior Transition Plans. The Transition Plan shall detail without any liability on the specific activities to be performed by each Partypart of WYETH or any of its Affiliates or any of their respective vendors or service providers, and, unless otherwise requested by Service Provider and agreed by DIR in its sole discretion, shall be consistent in all material respects with any preliminary Transition Plan attached as Exhibit 19, including with respect to the activities, deliverables, Transition Milestones, and Deliverable Credits described therein. The Transition Plan may thereafter be amended as mutually agreed by the Parties. Without limiting the foregoing, the Transition Plan shall specify, among other things, (i) the deliverables to be completed by Service Provider, (ii) the date(s) by which each such activity or deliverable is to be completed (the "Transition Milestones"), (iii) Service Provider's plans for the hiring and retention of Incumbent Personnel necessary to perform the Services, (iv) a process and set of standards to which Service Provider shall adhere except in the performance event of the Transition Services fraud or intentional misconduct. CATALYST shall use any and that shall enable DIR to determine whether Service Provider has successfully completed the transition and the activities and deliverables associated with each Transition Milestone, (v) any transition responsibilities to be performed or transition resources to be provided by DIR and/or DIR Customers, (vi) any transition responsibilities to be performed or transition resources to be provided by another DCS Service Provider, and (vii) a detailed description of the processes and procedures that Service Provider will implement all human tissue samples (and associated implementation schedulesdata related thereto) transferred by or on behalf of WYETH pursuant to effect the seamless integration this Termination Agreement in accordance with all applicable consents, protocols, ethics approvals and coordination of the Services with related services laws/regulations. [* * *]. If reasonably required for any Regulatory Approval Application or Regulatory Approval, WYETH will disclose to be provided by other DCS Service Providers (including development and execution of the OLAs. The updated and final detailed Transition Plan also shall identify any related documents contemplated by this Agreement and/or required to effectuate the transition that shall be executed by either of the PartiesCATALYST or its Affiliate or licensee, as applicable, such media composition.

Transition Plan. The preliminary initial Transition Plan is attached to this Agreement as Exhibit 19. Service Provider shall complete, and submit to DIR for review a final Transition Plan on or before identifies the date set forth in Attachment 3-C. DIR will review the submitted Transition Plan according to the procedures and criteria set forth in Exhibit 19. If a Transition Plan submitted by Service Provider is not acceptable to DIR, Service Provider will address and resolve any questions or concerns DIR may have and will promptly incorporate any modifications, additions or deletions requested by DIR. Service Provider will revise and resubmit the Transition Plan until Accepted by DIR. Upon DIR's Acceptance, the Transition Plan shall automatically be incorporated into this Agreement as Exhibit 19 and shall supersede and replace all prior Transition Plans. The Transition Plan shall detail the specific transition activities to be performed by each PartySupplier, and, unless otherwise requested by Service Provider and agreed by DIR in its sole discretion, shall be consistent in all material respects with any preliminary Transition Plan attached as Exhibit 19, including with respect to the activities, deliverables, Transition Milestones, and Deliverable Credits described therein. The Transition Plan may thereafter be amended as mutually agreed by the Parties. Without limiting the foregoing, the Transition Plan shall specify, among other things, (i) the deliverables to be completed by Service Provider, (ii) the date(s) by which each such activity or deliverable is to be completed (the "“Transition Milestones"”), and the Deliverable Credits associated with the failure to meet specific Transition Milestones. Within thirty (30) days after the Effective Date, Supplier shall deliver to ABM a detailed Transition Plan for ABM’s review, comment and approval. The proposed detailed Transition Plan shall describe in greater detail the specific transition activities to be performed by Supplier, but, unless otherwise agreed by ABM, shall be consistent in all material respects with the initial Transition Plan, including the activities, deliverables, Transition Milestones and Deliverable Credits described therein. The detailed Transition Plan shall identify and describe, among other things, (i) the transition activities to be performed by Supplier and the significant components and subcomponents of each such activity, (ii) the deliverables to be completed by Supplier, (iii) Service Provider's the date(s) by which each such activity or deliverable is to be completed, (iv) Supplier’s plans for the hiring and long term retention of Incumbent Personnel necessary to perform the ServicesTransitioned Employees, (ivv) a process and set of standards acceptable to ABM to which Service Provider Supplier shall adhere in the performance of the Transition Services and that shall will enable DIR ABM to determine whether Service Provider Supplier has successfully completed the transition and the activities and deliverables associated with each Transition Milestone, including measurable success criteria by Functional Service Areas that Supplier must meet before transitioning the work any further, (vvi) a process for ABM to delay all or any part of the transition if ABM reasonably determines that any part of the transition poses a risk or hazard to ABM’s or an Eligible Recipient’s business interests (without any increase in Supplier’s Charges if ABM’s determination is based, at least in material part, on Supplier’s failure to perform satisfactorily its transition obligations), (vii) the contingency or risk mitigation strategies to be employed by Supplier in the event of disruption or delay, and (viii) any transition responsibilities to be performed or transition resources to be provided by DIR and/or DIR Customers, (vi) any transition responsibilities to be performed or transition resources to be provided by another DCS Service Provider, and (vii) a detailed description of the processes and procedures that Service Provider will implement (and associated implementation schedules) to effect the seamless integration and coordination of the Services with related services to be provided by other DCS Service Providers (including development and execution of the OLAs. The updated and final detailed Transition Plan also shall identify any related documents contemplated by this Agreement and/or required to effectuate the transition that shall be executed by either of the PartiesABM.

Transition Plan. The preliminary (a) This Agreement will serve as PRPHA’s Transition Plan is attached to this Agreement as Exhibit 19. Service Provider shall complete, and submit to DIR for review a final Transition Plan on or before the date set forth in Attachment 3-C. DIR will review the submitted Transition Plan according to the procedures and criteria set forth in Exhibit 19. If a Transition Plan submitted by Service Provider is not acceptable to DIR, Service Provider will address and resolve any questions or concerns DIR may have and will promptly incorporate any modifications, additions or deletions requested by DIR. Service Provider will revise and resubmit the Transition Plan until Accepted by DIR. Upon DIR's Acceptance, the Transition Plan shall automatically be incorporated into this Agreement as Exhibit 19 and shall supersede and replace all prior Transition Plans. The Transition Plan shall detail the specific activities to be performed by each Party, and, unless otherwise requested by Service Provider and agreed by DIR in its sole discretion, shall be consistent in all material respects with any preliminary Transition Plan attached as Exhibit 19, including with respect to compliance with the activities, deliverables, Transition Milestones, and Deliverable Credits described thereinprovisions of accessible programs to persons with disabilities. The Transition Plan may thereafter be amended as mutually agreed by See 24 C.F.R. § 8.25 (c). (b) In acknowledgement that non-compliance with any of the Parties. Without limiting the foregoing, the Transition Plan shall specifyterms and/or timeframes herein included entails, among other things,, the imminent risk of a substantial loss in federal funding, an automatic referral to DOJ to institute civil action in federal district court and other enforcement actions, such as the establishment of a victims compensation fund, ▇▇▇▇▇ agrees to commit all the necessary human, institutional and economic resources required to successfully implement and accomplish each of the objectives set throughout this Agreement. This commitment includes but is not limited to implementing the following activities: (i) Within the deliverables boundaries of applicable federal laws and regulations, PRPHA shall compile and adopt special system-wide administrative procedures aimed at speedily advancing and timely executing all responsibilities under this VCA. PRPHA’s Legal Counsel shall submit to HUD organizational flow charts and written policies to institutionalize expedited administrative procedures, which shall span areas such as procurement, contracting and other 504-ADA construction activities, third-party certification services, acquisition of accessible equipment, relocation of disabled residents, unit switches between regular and 504 dwellings, and all other matters in any way connected to the terms of this VCA. Cognizant of this VCA’s time-sensitive conditions, PRPHA’s Legal Counsel shall have finished creating these special administrative procedures which shall be completed by Service Providerready for implementation no later than December 31, 2016. (ii) To ensure the date(scontinuous coverage of duties critical to the fulfillment of this Agreement, ▇▇▇▇▇ agrees that no later than sixty (60) by days of the signatory execution of this Agreement it will have developed and submitted a contingency or emergency plan to HUD. The plan shall identify foreseeable risks, interruptions and/or threat scenarios which each could potentially disrupt VCA compliance activities, such activity as unplanned and/or extended absence of PRPHA’s key decision-makers or deliverable is political appointees; natural and man-made disasters (hurricanes, flooding, power outages, criminal activities, etc.), soil conditions and other terrain variables; scheduling and construction delays; and other potential circumstances and events, including worst-case scenarios. This plan shall seek to ensure ▇▇▇▇▇’s timely recovery after the occurrence of a disruption, such as establishing a temporary leadership structure with clear governance functions and priority VCA responsibilities to be completed (activated upon the "Transition Milestones")temporary, long-term or permanent leave of the Secretary of Housing, PRPHA’s Administrator or any of its Board members. Copies of this plan shall be maintained by the Secretary of Housing, ▇▇▇▇▇’s Administrator, Board of Directors, Legal Counsel and VCA Administrator. (iii) Service Provider's plans for PRPHA’s Governing Board will take ownership of all compliance activities covered by this Agreement. PRPHA’s Governing Board shall, either directly or through a delegation of powers, assess, prioritize and manage PRPHA’s planning and performance activities under the hiring VCA. Among other things the Board or its designee shall: (1) hold meetings every two months with key staff from each of PRPHA’s office divisions, including Admissions and retention Occupancy, VCA Administrator, Legal Counsel, Finance and Administration, Project Development and Construction, Asset Management, and Regulations and Compliance, to track PRPHA’s progress towards meeting the VCA’s requirements; (2) participate in biannual civil rights trainings to better understand the risks and consequences of Incumbent Personnel necessary PRPHA not complying with the VCA; (3) hold biannual meetings with HUD’s FHEO and PIH Office; (4) evaluate personnel to ensure knowledgeable individuals have been assigned to oversee and perform VCA compliance activities; (5) assess funding stream under the ServicesVCA to ensure that PRPHA has made a sufficient and adequate allocation of financial resources; (6) track on a continuous basis PRPHA’s planning, activities and progress under the VCA; and (7) issue all Resolutions which may be required to adequately execute the terms and conditions established hereunder. ▇▇▇▇▇’s biannual reports to HUD shall provide documentary evidence demonstrating the fulfillment of these conditions, including copies of Board-issued Resolutions. (iv) To ensure the horizontal and vertical integration of PRPHA’s offices and resources, within thirty (30) days of the signatory execution of this Agreement, PRPHA shall create a process VCA compliance team which will support all activities under this Agreement. This compliance team will be comprised of career personnel designated from each of PRPHA’s office divisions, including Admissions and Occupancy, Legal Counsel, Finance and Administration, VCA Administrator, Project Development and Construction, Asset Management, and Regulations and Compliance. These career employees shall act as VCA liaisons for their respective offices, and will be assigned clearly defined roles and responsibilities with measurable benchmarks and outcomes. No later than thirty (30) days of the signatory execution of this Agreement, ▇▇▇▇▇ will notify HUD in writing each designee’s name and contact information with specification of the VCA tasks assigned to each one. (v) The VCA Compliance Team required in the above provision, along with the VCA Administrator required in Provision IV.A. of this Agreement, shall both report directly to the Administrator of the PRPHA or to anyone else having the delegated authority of PRPHA’s Governing Board, concerning matters related to this Agreement. The PRPHA Administrator or Governing Board’s Delegee shall further provide their unwavering support and prioritize all compliance activities undertaken pursuant to this Agreement. Both agree to grant full autonomy and independence to the VCA Administrator and VCA Compliance Team by vesting them with all necessary administrative powers, such as the authority to oversee and assure PRPHA’s implementation of the provisions of this Agreement, coordinate PRPHA’s civil rights compliance efforts, monitor VCA activities with personnel, and submit all reports, records and plans required by this Agreement or HUD pursuant to its VCA monitoring activities. No later than sixty (60) days of the effective date of this Agreement, PRPHA’s Administrator or the Governing Board’s Delegee shall issue and distribute among its public housing personnel, including management agents and division offices, a delegation of administrative authority vesting the Office of the VCA Administrator and VCA Compliance Team with all the powers necessary to meet the terms and conditions of this Agreement. (vi) For purposes of addressing and completing the agreed upon terms of this Agreement, PRPHA has allocated $47,000,000.00 in excess operating reserves on a proposed Operating Fund Financing Program (“OFFP”) currently under evaluation by the Department. Within thirty (30) days of the OFFP approval by the Department, PRPHA shall provide a timetable to the Department detailing the manner in which it shall expend in VCA-related activities approved under the OFFP, including its commitment to retrofit 1,489 units at 148 project sites between 2016 and 2019 and a final delivery of 2,597 units by 2020. It is further understood, that PRPHA shall earmark the $47,000,000.00 dollars for the exclusive use of complying with the requirements of this VCA. It is further agreed that HUD’s incremental approval of OFFP drawdown requests will be conditioned to PRPHA’s submission of third-party certifications, which meet the terms of Paragraph IV.C.(1) above. It is further agreed that excess funds resulting from these OFFP activities will be invested in meeting this VCA. Reprogramming of any excess funds for purposes other than VCA-related activities, shall be coordinated and subject to approval with the pertinent federal officials within HUD’s Caribbean Office of Public Housing (“PIH Office”). (vii) PRPHA further agrees to annually set aside $3,600,000.00 in its Five (5) Year Plan to cover VCA-related activities throughout the duration of standards this Agreement. PRPHA, however, retains the discretion to decide how to perform this allocation, which Service Provider may be achieved through an annual lump sum set aside, numerous set asides till reaching the $3,600,000.00 annual mark or through any other means which leads to the effective allocation of the overall amount required herein. (viii) PRPHA shall adhere set aside any additional federal and/or state funding to the previously required allocations which may be necessary to comply with the timeframes and conditions set throughout this Agreement. (ix) Within thirty (30) days of the signatory execution of this Agreement, ▇▇▇▇▇ will have established dedicated bank accounts to track all VCA expenditures according to the activities specified in this Agreement. This information shall further be provided to HUD’s Caribbean Office of Public Housing (“PIH Office”). (x) Within thirty (30) days of the signatory execution of this Agreement and no later than January 31st of each covered year thereafter, PRPHA’s Finance and Administration Office shall submit to HUD’s PIH Office a commitments, obligations and expenditures plan for VCA-required activities. The plan shall itemize the funding balances of the set aside amounts from PRPHA’s public housing budget, detailed line-items and provide monthly breakdowns of funding expended and percentage of work accomplished under this Agreement. PRPHA understands that, upon HUD’s approval, it must add the VCA-covered commitments, obligations and expenditures to its Five (5) Year plan. PRPHA further understands that it shall be barred from modifying or deviating in any way from the plan or the conditions HUD may have established, unless HUD makes a finding that exigent circumstances have risen which justify the granting of a modification or waiver. ▇▇▇▇▇ further agrees that any VCA-related funding that it may deobligate can only be reobligated for the performance of covered VCA activities. An immediate referral to DOJ shall be triggered should PRPHA deviate from the Transition Services commitments, obligations and/or expenditures approved by HUD’s PIH Office or should it deobligate HUD-monies for non-VCA activities. (xi) PRPHA agrees to manage, use and spend its VCA-related allocations in conformity with federal laws and regulations. PRPHA shall establish adequate controls to ensure that shall enable DIR to determine whether Service Provider has successfully funded activities are completed and result in the transition actual execution and the activities and deliverables associated with each Transition Milestone, (v) any transition responsibilities to be performed or transition resources to be provided by DIR and/or DIR Customers, (vi) any transition responsibilities to be performed or transition resources to be provided by another DCS Service Provider, and (vii) a detailed description delivery of the processes and procedures that Service Provider will implement (and associated implementation schedules) to effect the seamless integration and coordination of the Services with related services to be provided by other DCS Service Providers (including development and execution of the OLAsduties established in this Agreement. The updated and final detailed Transition Plan also shall identify any related documents contemplated by this Agreement and/or required to effectuate the transition that Half- finished, federally-funded activities which do not achieve a specifically established VCA objective shall be executed by either regarded as a financial mismanagement thereby triggering an immediate referral to HUD’s Office of Inspector General with a recommendation to, among other things, seek reimbursement of funds from nonfederal funding sources. (c) PRPHA understands it is obliged to devise all ways and means necessary to successfully and timely accomplish each provision of this Agreement. ▇▇▇▇▇’s Administrator agrees to commit any additional human, institutional and economic resources not specified herein, but required for the Partiestimely and full completion of set goals. Under no circumstance shall HUD consider as an acceptable defense for not having met a specified VCA obligation, aspects or events that are within PRPHA’s control, such as funding, institutional hurdles, public policy and procedural constraints, personnel changes or any other issue which may have been overcome through due diligence and/or the utilization of reasonable effort, skill or care.