Transitional Activities Clause Samples

Transitional Activities. During the Transition Period, in ----------------------- addition to the manufacture and shipping obligations of Seller under the Supply Agreement, Seller also shall perform the Transitional Activities on behalf of Purchaser. On a quarterly basis during the Transition Period, Seller shall reconcile the net amount owed Purchaser from the sale of Products to third parties. Such reconciliation shall be performed in a manner consistent with the reconciliation example set forth in Exhibit L. Seller shall pay Purchaser all amounts due according to such reconciliation not later than thirty (30) days after the end of the quarter for which such reconciliation was performed. Such payment shall be made by wire transfer to the First Security Bank of Utah, or such other bank as Anesta shall specify from time to time. Concurrent with such wire transfer, Seller shall transmit to Purchaser a report summarizing the calculations performed pursuant to the reconciliation. The parties shall cooperate to effect the orderly transition of the Transitional Activities from Seller to Purchaser.

Transitional Activities. 2.1 Cypress agrees to cause its field representatives and management to return all Savella samples, vouchers, coupons, sales aids and other promotional materials to ▇▇▇▇▇▇▇ for return to Forest. All returns shall be by a reputable, traceable delivery method (e.g., Federal Express) and will be completed as soon as possible, within 10 business days following the Effective Date. Cypress will provide written notice to Forest of the completion of all such returns. 2.2 Cypress will also provide Forest with the support necessary to assist in the seamless transition of promotional efforts to the Forest sales force and to avoid gaps in detailing activities. Without limiting the generality of the foregoing, such activities will include providing Forest with the relevant details of all appointments and programs (e.g., “lunch and learns”, speaker programs) which have been scheduled by Cypress prior to the Effective Date in order to assure the smooth transition of such activities to Forest. In addition, Cypress will agree to continue to cooperate and assist Forest as Forest may reasonably request to investigate issues of sample accountability and close out the final reconciliation of sample inventories relating to the activities of the Cypress Sales Force, including providing such cooperation as may be reasonably required following the receipt by Cypress of the payment contemplated by Paragraph 3 below. Cypress shall require members of the Cypress Sales Force to agree to corresponding obligations in favor of Cypress and Forest in severance arrangements entered into between Cypress and such members. 2.3 Termination of the exercise by Cypress of the Promotion Rights shall not affect the reconciliation of detailing compensation and expenses for activities performed prior to the Effective Date, which reconciliation shall continue to be performed as provided in the License Agreement.

Transitional Activities. (a) Promptly after the Closing and at the request of Buyer, the Company shall mail notices, in forms approved by Buyer in advance, to customers, clients and specified suppliers of the Company, advising them of the sale of the Business and of the continuation of the Business by the Buyer. (b) Keve and the Company shall take all other actions reasonably requested by Buyer to assist in the prompt and orderly transition of the Business to the Buyer.

Transitional Activities. In the event that either Party terminates this Agreement, the Parties shall cooperate to ensure an orderly transition of applicable activities from LIMINATUS to TDT. LIMINATUS shall provide TDT with reasonable assistance in transferring the activities of LIMINATUS to TDT, at LIMINATUS’s expense; provided, however, that if LIMINATUS has acted in good faith and termination was not as a result of uncured material breach by LIMINATUS, LIMINATUS shall not be required to provide any such assistance for more than 180 days from the effective date of termination.

Transitional Activities. In the event that either Party terminates this Agreement, the Parties shall cooperate to ensure an orderly transition of applicable activities from one Party to the other. The non-terminating Party shall provide the terminating Party with reasonable assistance in transferring the activities of the non-terminating Party to the terminating Party, at the terminating Party’s expense; provided, however, that if the non-terminating Party has acted in good faith, the non-terminating Party shall not be required to provide any such assistance for more than 90 days from the effective date of termination.

Transitional Activities. In connection with the transition of the business relating to the Licensed Product in the Licensed Territory to Licensee, Company shall use Commercially Reasonable Efforts to (itself or through an Affiliate) perform those activities which are further and expressly described in the Transition Plan at its own cost and with substantially the same degree of skill, quality and care utilized by Company in performing such activities for itself with respect to the Licensed Product in the nine (9) month period prior to the Effective Date and in compliance with applicable Law.

Transitional Activities. 36 10.3 Publicity.................................................................... 36 10.4 Litigation Support........................................................... 36 10.5