Common use of Transition Support Clause in Contracts

Transition Support. The Parties agree to work in good faith to complete the provision of Lilly Know-How identified on Exhibit D to CoLucid within ninety (90) days of the Closing Date (“Transition Period”). In addition, during this time, Lilly will grant CoLucid access, during normal business hours, to appropriate Lilly personnel for reasonable consultation related to the Lilly Know-How. Except as set forth in Section 4.2(d) below, such access to Lilly personnel during the Transition Period is at no cost to CoLucid, but shall not exceed a total of one hundred (100) Lilly person hours. Lilly shall have no obligation to provide support of any type beyond the 100 hours mentioned above or after the Transition Period. However, if Lilly agrees to provide any additional support, CoLucid shall promptly pay Lilly (i) an amount equal to two hundred seventy-five dollars ($275) per hour for each such hour of services provided by Lilly, and (ii) the expenses set forth in Section 4.2(d). Lilly believes that the information listed on Exhibit D represents all of the documents and Lilly-Know How that are in Lilly’s possession and that would be useful or relevant to CoLucid. If CoLucid has a significant need for access to any Lilly documents or Lilly Know-How not listed on Exhibit D, it may request that Lilly provide such information, in which case Lilly will use its reasonable efforts to locate and provide such information, at CoLucid’s expense. It is understood that any such requests should be of an infrequent and unusual nature, and that all reasonable efforts should be taken to avoid additional substantial burden on Lilly. CoLucid has advised Lilly that CoLucid may desire to retain the services of ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, who has served as a consultant to Lilly. Lilly has no objection to Dr. Ramadan providing such services, and Lilly agrees to confirm this in writing to Dr. Ramadan promptly upon the request of Dr. Ramadan or CoLucid.

Transition Support. The Parties agree Lilly shall make available to work Anthera the Licensed Technology in good faith its tangible possession or control and which can be readily identified, either through access to complete the provision of Lilly Know-How identified on Exhibit D to CoLucid within ninety (90) days of the Closing Date (“Transition Period”). In addition, during this time, Lilly will grant CoLucid access, during normal business hours, to appropriate Lilly personnel for reasonable consultation related to the Lilly Know-How. Except as set forth in Section 4.2(d) below, such access documents and/or to Lilly personnel during the Transition Period is at no cost to CoLucidin possession of such Licensed Technology, but shall not exceed a total of one hundred (100) Lilly person hours. it being understood that Lilly shall have no obligation to transfer any Licensed Technology not in its possession, including any Licensed Technology in the possession of Shionogi, nor shall it be obligated to prepare reports, summaries or abstracts or transfer any Licensed Technology, the transfer of which would involve unreasonable burden or expense to Lilly. The terms by which Lilly will make such Licensed Technology available to Anthera are set forth in the Technology Transfer Letter Agreement. Promptly after the Effective Date, Lilly and Anthera shall agree upon a process and schedule for disclosure of the Licensed Technology, with the intent that such disclosure shall be substantially completed within [***] (the “Transition Period.”). Within this time period representatives of the Parties’ respective drug safety organizations will meet to determine how to transfer safety information. Such safety information includes but is not limited to adverse event and periodic safety reports. Within [***] following the Effective Date, Lilly shall work with Anthera to transfer possession of the Product Data Package in its tangible possession or control. In addition, during the Transition Period Lilly will provide Anthera with reasonable access to appropriate Lilly clinical and regulatory personnel to answer questions regarding the Licensed Technology. All out-of-pocket expenses or other costs associated with travel and related accommodations for Lilly personnel involved in transition support of any type beyond the 100 hours mentioned above or after shall be paid by Anthera. During the Transition Period, Lilly and Shionogi shall execute, acknowledge and deliver such further instruments, and do all such other acts, consistent with the transition support obligations described in Sections 4.1, 4.2, and 4.3 to enable and facilitate an effective transition of development, regulatory, and commercialization responsibilities and activities to Anthera for Compounds and Licensed Products. HoweverAfter the Transition Period, if Anthera discovers that any material Licensed Technology has not been transferred to Anthera, Anthera shall notify Lilly agrees to provide any additional support, CoLucid shall promptly pay Lilly (i) an amount equal to two hundred seventy-five dollars ($275) per hour for each such hour of services provided by Lilly, and (ii) the expenses set forth in Section 4.2(d). Lilly believes that the information listed on Exhibit D represents all of the documents and Lilly-Know How that are in Lilly’s possession and that would be useful or relevant to CoLucid. If CoLucid has a significant need for access to any Lilly documents or Lilly Know-How not listed on Exhibit D, it may request that Lilly provide such information, in which case Lilly will use its reasonable efforts to locate such Licensed Technology and provide such information, at CoLucid’s expense. It is understood that any such requests should be of an infrequent and unusual nature, and that all reasonable efforts should be taken transfer it to avoid additional substantial burden on Lilly. CoLucid has advised Lilly that CoLucid may desire to retain the services of ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, who has served as a consultant to Lilly. Lilly has no objection to Dr. Ramadan providing such services, and Lilly agrees to confirm this in writing to Dr. Ramadan promptly upon the request of Dr. Ramadan or CoLucidAnthera.