Common use of Transition Plan Clause in Contracts

Transition Plan. (a) During the Interim Period, in furtherance of the transactions contemplated by this Agreement, the Parties shall, and shall cause their Affiliates to, cooperate in good faith and use their commercially reasonable efforts to develop and plan for a 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”). The Transition Plan shall address matters agreed to by the Parties. Such cooperation shall include Buyer and Seller taking the following 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; (c)(i) reviewing the services to be 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 Parties and additional individuals with functional responsibility for providing transition services under the Transition Services Agreement; (e) setting regular meetings of the teams during the Interim Period, which such 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 transitional matters with respect to Governmental Entities; and (h) with Buyer taking the lead, developing detailed plans for the migration and transition of the business of the Acquired Company to Buyer; provided, that all such activities subject to this Section 6.24 shall be in compliance with applicable Law, including the HSR Act. The Parties acknowledge and agree that, any efforts by the Parties under this Section 6.24 may not be complete at the Closing (nor shall any incomplete efforts be considered in determining whether the conditions under Section 8.3 have been satisfied), and the Parties shall continue the efforts described in this Section 6.24 under, and subject to, the terms of the Transition Services Agreement. Notwithstanding anything to the contrary in this Section 6.24, Seller shall not be obligated to provide to Buyer any pricing or other information related to any Shared Contracts if provision of such information would violate the terms of the Contracts related to such Shared Contracts. From the date hereof until three (3) months prior to the Inside Date (the “TSA Deadline”), Seller and 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 Schedule”). Any amendment or supplement to the Form Service Schedule that is mutually agreed by ▇▇▇▇▇ and Seller in writing prior to the TSA Deadline shall be deemed incorporated into the Form 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. (a) During ARCHEMIX shall have a period of up to [***] months commencing on the Interim Period, in furtherance date of receipt of the transactions contemplated by this AgreementDesignation 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 shallwill 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 agree to use Commercially Reasonable Efforts to Develop and shall cause their Affiliates to, cooperate in good faith Commercialize the Waived Compound(s) identified by ARCHEMIX and use their commercially reasonable efforts to develop and plan for which are the subject of a mutually acceptable transition plan for continued Development and Commercialization. The transition plan shall 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 migration applicable Regulatory Authorities and integration 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 business and operations time of designation by MERCK of the Acquired Company 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 completed without interruption of any such trial, unless 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 Affiliates to assign) to ARCHEMIX all agreements with Buyerany Third Party with respect to the conduct of clinical trials for such Waived Compound(s) including, subject without limitation, agreements with contract research organizations, clinical sites and investigators, unless expressly prohibited by any such agreement (in which case MERCK shall cooperate with ARCHEMIX in all reasonable respects to compliance 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 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 of the date the applicable Laws (the “Transition Plan”). The Transition Plan shall address matters agreed to by the Parties. Such cooperation shall include Buyer and Seller taking the following actionsProgram Target becomes a Waived Target: (ai) promptly after execution 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 supply of this Agreementsuch Waived Compound(s) or intermediate, appointing a transition manager whose primary responsibility will be to plan and execute the transition and manage such Party’s transition team; plus [***] percent (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; (c)(i) reviewing the services to be 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 within [***] days after ARCHEMIX’s request, MERCK shall provide 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 Parties and additional individuals with functional responsibility for providing transition services under the Transition Services Agreement; (e) setting regular meetings of the teams during the Interim Period, which such 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 transitional matters ARCHEMIX or its designee all information in its possession with respect to Governmental Entities; and (hthe manufacture of each such Waived Compound(s) with Buyer taking the lead, developing detailed plans for the migration and transition of the business of the Acquired Company to Buyer; provided, that all such activities subject to this Section 6.24 shall be in compliance with applicable Law, including the HSR Act. The Parties acknowledge and agree that, any efforts by the Parties under this Section 6.24 may not be complete at the Closing (nor shall any incomplete efforts be considered in determining whether the conditions under Section 8.3 have been satisfied), and the Parties shall continue the efforts described in this Section 6.24 under, and subject to, the terms of the Transition Services Agreement. Notwithstanding anything to the contrary in this Section 6.24, Seller shall not be obligated to provide to Buyer any pricing or other information related to any Shared Contracts if provision of such information would violate the terms of the Contracts related to such Shared Contracts. From the date hereof until three (3) months prior to the Inside Date (the “TSA Deadline”), Seller and 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 Schedule”). Any amendment or supplement to the Form Service Schedule that is mutually agreed by ▇▇▇▇▇ and Seller in writing prior to the TSA Deadline shall be deemed incorporated into the Form Service Schedule and any other proposed changes to the Form Service Schedule shall be disregarded and not incorporated into the Form Service Scheduleintermediate.

Transition Plan. (a) During ARCHEMIX shall have a period of up to [***] months commencing on the Interim Period, in furtherance date of receipt of the transactions contemplated by this AgreementDesignation 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 shallwill 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 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 shall cause their Affiliates to, cooperate in good faith Commercialize the Waived Compound(s) identified by ARCHEMIX and use their commercially reasonable efforts which are the subject Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to develop and plan for the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. of a mutually acceptable transition plan for continued Development and Commercialization. The transition plan shall 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 migration applicable Regulatory Authorities and integration 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 business and operations time of designation by MERCK of the Acquired Company 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 completed without interruption of any such trial, unless 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 Affiliates to assign) to ARCHEMIX all agreements with Buyerany Third Party with respect to the conduct of clinical trials for such Waived Compound(s) including, subject without limitation, agreements with contract research organizations, clinical sites and investigators, unless expressly prohibited by any such agreement (in which case MERCK shall cooperate with ARCHEMIX in all reasonable respects to compliance 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 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 of the date the applicable Laws (the “Transition Plan”). The Transition Plan shall address matters agreed to by the Parties. Such cooperation shall include Buyer and Seller taking the following actionsProgram Target becomes a Waived Target: (ai) promptly after execution 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 supply of this Agreementsuch Waived Compound(s) or intermediate, appointing a transition manager whose primary responsibility will be to plan and execute the transition and manage such Party’s transition team; plus [***] percent (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; (c)(i) reviewing the services to be 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 within [***] days after ARCHEMIX’s request, MERCK shall provide 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 Parties and additional individuals with functional responsibility for providing transition services under the Transition Services Agreement; (e) setting regular meetings of the teams during the Interim Period, which such 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 transitional matters ARCHEMIX or its designee all information in its possession with respect to Governmental Entities; and (hthe manufacture of each such Waived Compound(s) with Buyer taking the lead, developing detailed plans for the migration and transition of the business of the Acquired Company to Buyer; provided, that all such activities subject to this Section 6.24 shall be in compliance with applicable Law, including the HSR Act. The Parties acknowledge and agree that, any efforts by the Parties under this Section 6.24 may not be complete at the Closing (nor shall any incomplete efforts be considered in determining whether the conditions under Section 8.3 have been satisfied), and the Parties shall continue the efforts described in this Section 6.24 under, and subject to, the terms of the Transition Services Agreement. Notwithstanding anything to the contrary in this Section 6.24, Seller shall not be obligated to provide to Buyer any pricing or other information related to any Shared Contracts if provision of such information would violate the terms of the Contracts related to such Shared Contracts. From the date hereof until three (3) months prior to the Inside Date (the “TSA Deadline”), Seller and 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 Schedule”). Any amendment or supplement to the Form Service Schedule that is mutually agreed by ▇▇▇▇▇ and Seller in writing prior to the TSA Deadline shall be deemed incorporated into the Form Service Schedule and any other proposed changes to the Form Service Schedule shall be disregarded and not incorporated into the Form Service Scheduleintermediate.

Transition Plan. (a) During 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 Interim Perioddate 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, in furtherance of 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 transactions contemplated Transition Plan until Accepted by this AgreementDIR. Upon DIR's Acceptance, the Parties shall, Transition Plan shall automatically be incorporated into this Agreement as Exhibit 19 and shall cause their Affiliates to, cooperate in good faith supersede and use their commercially reasonable efforts to develop and plan for a 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 “replace all prior Transition Plan”)Plans. The Transition Plan shall address matters 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. Such cooperation Without limiting the foregoing, the Transition Plan shall include Buyer 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 Seller taking retention of Incumbent Personnel necessary to perform the following actions: Services, (aiv) promptly after execution a process and set of this Agreement, appointing a transition manager whose primary responsibility will be standards to plan which Service Provider shall adhere in the performance of the Transition Services and execute that shall enable DIR to determine whether Service Provider has successfully completed the transition and manage such Party’s the activities and deliverables associated with each Transition Milestone, (v) any transition team; (b) promptly after execution of this Agreement, reviewing the technology, business operations and administration capabilities responsibilities to be transitioned performed or migratedtransition resources to be provided by DIR and/or DIR Customers, taking into account (vi) any issues transition responsibilities to be performed or transition resources to be provided by another DCS Service Provider, and (vii) a detailed description of separation arising from the Transition Plan; processes and procedures that Service Provider will implement (c)(iand associated implementation schedules) reviewing to effect the seamless integration and coordination of the Services with related services to be provided to Buyer under the Shared Contracts by other DCS Service Providers (including development 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 execution of the Parties OLAs. The updated and additional individuals with functional responsibility for providing final detailed Transition Plan also shall identify any related documents contemplated by this Agreement and/or required to effectuate the transition services under the Transition Services Agreement; (e) setting regular meetings that shall be executed by either of the teams during the Interim Period, which such 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 transitional matters with respect to Governmental Entities; and (h) with Buyer taking the lead, developing detailed plans for the migration and transition of the business of the Acquired Company to Buyer; provided, that all such activities subject to this Section 6.24 shall be in compliance with applicable Law, including the HSR Act. The Parties acknowledge and agree that, any efforts by the Parties under this Section 6.24 may not be complete at the Closing (nor shall any incomplete efforts be considered in determining whether the conditions under Section 8.3 have been satisfied), and the Parties shall continue the efforts described in this Section 6.24 under, and subject to, the terms of the Transition Services Agreement. Notwithstanding anything to the contrary in this Section 6.24, Seller shall not be obligated to provide to Buyer any pricing or other information related to any Shared Contracts if provision of such information would violate the terms of the Contracts related to such Shared Contracts. From the date hereof until three (3) months prior to the Inside Date (the “TSA Deadline”), Seller and 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 Schedule”). Any amendment or supplement to the Form Service Schedule that is mutually agreed by ▇▇▇▇▇ and Seller in writing prior to the TSA Deadline shall be deemed incorporated into the Form Service Schedule and any other proposed changes to the Form Service Schedule shall be disregarded and not incorporated into the Form Service ScheduleParties.

Transition Plan. (a) During the Interim PeriodThe Parties acknowledge that WYETH, in furtherance good faith, initiated transfer activities as of the transactions contemplated by this AgreementTermination Date, the Parties shall, which activities (and shall cause their Affiliates to, cooperate associated statuses) are set forth in good faith and use their commercially reasonable efforts to develop and plan for a 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 Exhibit A hereto (the “Transition Plan”). The Transition Plan shall address matters agreed With respect to those transfer activities pa-1775019 described in Exhibit A as being outstanding as of the execution of this Termination Agreement by 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). Such cooperation shall include Buyer WYETH-Know How, Product Documents and Seller taking the following actions: Materials delivered by or on behalf of WYETH to CATALYST (aor its designees) promptly after prior to execution of this Agreement, appointing a transition manager whose primary responsibility will be Termination Agreement by the Parties are hereby deemed satisfactorily delivered by or on behalf of WYETH to plan and execute the transition and manage such Party’s transition team; CATALYST (bor its designee) 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; (c)(i) reviewing the services to be 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 Plan to the extent set forth on Exhibit A and WYETH shall have no further obligation to re-transfer (iior have re-transferred) using commercially reasonable efforts any of said WYETH-Know How, Product Documents or Materials to facilitate Buyer’s conversations with counterparties to such Shared Contracts to enable Buyer to enter into replacement contracts; CATALYST (d) establishing transition teams, which shall include senior representatives of the Parties and additional individuals with functional responsibility for providing transition services under the Transition Services Agreement; (e) setting regular meetings of the teams during the Interim Period, which such 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 transitional matters with respect to Governmental Entities; and (h) with Buyer taking the lead, developing detailed plans for the migration and transition of the business of the Acquired Company to Buyer; provided, that all such activities subject to this Section 6.24 shall be in compliance with applicable Law, including the HSR Act. The Parties acknowledge and agree that, any efforts by the Parties under this Section 6.24 may not be complete at the Closing (nor shall any incomplete efforts be considered in determining whether the conditions under Section 8.3 have been satisfiedor its designee), and the Parties shall continue the efforts described in this Section 6.24 under, and subject to, the terms of the Transition Services Agreement. Notwithstanding anything to the contrary in this Section 6.24Termination Agreement, Seller in no event shall not WYETH (or its Affiliates or vendors) be 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 Buyer any pricing or other information related to any Shared Contracts if provision of such information would violate the terms of the Contracts related to such Shared Contracts. From the date hereof until three (3) months prior to the Inside Date (the “TSA Deadline”), Seller this Termination Agreement are experimental in nature and/or may not have been fully researched and Buyer shall meet are provided as-is 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 Schedule”). Any amendment or supplement to the Form Service Schedule that is mutually agreed by ▇▇▇▇▇ and Seller in writing prior to the TSA Deadline shall be deemed incorporated into used at the Form Service Schedule sole risk of CATALYST and without any other proposed changes liability on the part of WYETH or any of its Affiliates or any of their respective vendors or service providers, except in the event of fraud or intentional misconduct. CATALYST shall use any and all human tissue samples (and data related thereto) transferred by or on behalf of WYETH pursuant to the Form Service Schedule shall be disregarded this Termination Agreement in accordance with all applicable consents, protocols, ethics approvals and not incorporated into the Form Service Schedulelaws/regulations. [* * *]. If reasonably required for any Regulatory Approval Application or Regulatory Approval, WYETH will disclose to CATALYST or its Affiliate or licensee, as applicable, such media composition.

Transition Plan. (a) During The initial Transition Plan identifies the Interim Period, in furtherance of the transactions contemplated transition activities to be performed by this AgreementSupplier, the Parties shall, and shall cause their Affiliates to, cooperate in good faith and use their commercially reasonable efforts date(s) by which each such activity or deliverable is to develop and plan for a 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 be completed (the “Transition PlanMilestones”). The Transition Plan shall address matters agreed to by the Parties. Such cooperation shall include Buyer and Seller taking the following 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; (c)(i) reviewing the services to be 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 Parties and additional individuals with functional responsibility for providing transition services under the Transition Services Agreement; (e) setting regular meetings of the teams during the Interim Period, which such 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 transitional matters with respect to Governmental Entities; and (h) with Buyer taking the lead, developing detailed plans for the migration and transition of the business of the Acquired Company to Buyer; provided, that all such activities subject to this Section 6.24 shall be in compliance with applicable Law, including the HSR Act. The Parties acknowledge and agree that, any efforts by the Parties under this Section 6.24 may not be complete at the Closing (nor shall any incomplete efforts be considered in determining whether the conditions under Section 8.3 have been satisfied), and the Parties Deliverable Credits associated with the failure to meet specific Transition Milestones. Within thirty (30) days after the Effective Date, Supplier shall continue 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 efforts 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) 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 Transitioned Employees, (v) a process and set of standards acceptable to ABM to which Supplier shall adhere in this Section 6.24 under, and subject to, the terms performance of the Transition Services Agreement. Notwithstanding anything and that will enable ABM to determine whether Supplier has successfully completed the contrary in this Section 6.24transition and the activities and deliverables associated with each Transition Milestone, Seller shall not be obligated including measurable success criteria by Functional Service Areas that Supplier must meet before transitioning the work any further, (vi) a process for ABM to provide to Buyer delay all or any pricing or other information related to any Shared Contracts if provision of such information would violate the terms part of the Contracts related transition if ABM reasonably determines that any part of the transition poses a risk or hazard to such Shared Contracts. From the date hereof until three ABM’s or an Eligible Recipient’s business interests (3) months prior without any increase in Supplier’s Charges if ABM’s determination is based, at least in material part, on Supplier’s failure to the Inside Date (the “TSA Deadline”perform satisfactorily its transition obligations), Seller (vii) the contingency or risk mitigation strategies to be employed by Supplier in the event of disruption or delay, and Buyer shall meet and confer in good faith (viii) any transition responsibilities to amend and/or supplement the form of Schedule 2.1 be performed or transition resources to the Transition Services Agreement that is attached hereto as Exhibit B (the “Form Service Schedule”). Any amendment or supplement to the Form Service Schedule that is mutually agreed be provided by ▇▇▇▇▇ and Seller in writing prior to the TSA Deadline shall be deemed incorporated into the Form Service Schedule and any other proposed changes to the Form Service Schedule shall be disregarded and not incorporated into the Form Service ScheduleABM.

Transition Plan. Within […***…] following the Effective Date, the Parties shall mutually agree upon a plan for the transition of the AR Mutant Program, and the transfer of the AR Mutant Transferred Assets, from TRACON to ▇▇▇▇▇▇▇ providing for the following activities (“Transition Plan”): (a) During the Interim Period, in furtherance return of any physical embodiments of Know-How that was licensed by ▇▇▇▇▇▇▇ to TRACON pursuant to the License and Option Agreement to the extent that such Know-How relates to the AR Mutant Program; (b) the delivery of the transactions tangible AR Mutant Transferred Assets and physical embodiments of the intangible AR Mutant Transferred Assets to ▇▇▇▇▇▇▇; (c) the transfer of ownership of any intangible 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 AR 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 to serve as the primary point of contact regarding, the transition and transfer activities for the AR Mutant Program contemplated by this AgreementSection 2.1.4 and the Transition Plan. Each Party shall bear its own costs in performing its obligations under this Section 2.1.4 and the Transition Plan. ***Confidential Treatment Requested Unless the Parties agree otherwise, the Parties shall, and shall cause their Affiliates to, cooperate use Commercially Reasonable Efforts to complete the activities set forth in good faith and use their commercially reasonable efforts to develop and plan for a mutually acceptable transition plan for the migration and integration of Transition Plan within […***…] after the business and operations of the Acquired Company with Buyer, subject to compliance with applicable Laws Effective Date (the “Transition PlanPeriod”). The After expiration of the Transition Plan shall address matters agreed Period, TRACON will have no further obligation to by provide any additional information, documents, electronic files or support to ▇▇▇▇▇▇▇ in connection with the Parties. Such cooperation shall include Buyer and Seller taking AR Mutant Program or AR Mutant Transferred Assets; provided, however, that following the following actions: Transition Period, if (ai) promptly after execution either Party identifies any assets that were not transferred prior to the end of the Transition Period but that, pursuant to the provisions 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 were AR Mutant Transferred Assets that were required to be transitioned or migratedtransferred, taking into account any issues of separation arising from the Transition Plan; (c)(i) reviewing the services TRACON and its Affiliates shall, at no additional cost to be provided ▇▇▇▇▇▇▇, promptly take all actions to Buyer under the Shared Contracts and the extent transfer such AR Mutant Transferred Assets to which such services will be provided following the Closing under the Transition Services Agreement ▇▇▇▇▇▇▇, and (ii) using commercially TRACON and its Affiliates shall provide reasonable efforts support 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 Parties and additional individuals with functional responsibility for providing transition services under the Transition Services Agreement; (e) setting regular meetings of the teams during the Interim Period, which such 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 transitional matters with respect to Governmental Entities; and (h) with Buyer taking the lead, developing detailed plans for the migration and transition of the business of the Acquired Company to Buyer; provided, that all such activities subject to this Section 6.24 shall be in compliance with applicable Law, including the HSR Act. The Parties acknowledge and agree that, any efforts by the Parties under this Section 6.24 may not be complete at the Closing (nor shall any incomplete efforts be considered in determining whether the conditions under Section 8.3 have been satisfied), and the Parties shall continue the efforts described in this Section 6.24 under, and subject to, the terms of the Transition Services Agreement. Notwithstanding anything to the contrary in this Section 6.24, Seller shall not be obligated to provide to Buyer any pricing or other information related to any Shared Contracts if provision of such information would violate the terms of the Contracts related to such Shared Contracts. From the date hereof until three (3) months prior to the Inside Date (the “TSA Deadline”), Seller and 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 Schedule”). Any amendment or supplement to the Form Service Schedule that is mutually agreed by ▇▇▇▇▇▇▇ and Seller in writing prior its Affiliates after the Transition Period to the TSA Deadline shall be deemed incorporated into the Form Service Schedule extent reasonably necessary to allow TRACON and its Affiliates to respond to requirements or requests of any Regulatory Authority or other proposed changes Governmental Authority with respect to the Form Service Schedule shall be disregarded and not incorporated into the Form Service ScheduleLicensed Compounds or Licensed Products.

Transition Plan. (a) During This Agreement will serve as PRPHA’s Transition Plan with respect to compliance with the Interim Period, in furtherance provisions of accessible programs to persons with disabilities. See 24 C.F.R. § 8.25 (c). (b) In acknowledgement that non-compliance with any of the transactions contemplated terms 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 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 ready for implementation no later than December 31, 2016. (ii) To ensure the continuous coverage of duties critical to the fulfillment of this Agreement, ▇▇▇▇▇ agrees that no later than sixty (60) 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 could potentially disrupt VCA compliance activities, such as unplanned and/or extended absence of PRPHA’s key decision-makers or 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 activated upon the 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) PRPHA’s Governing Board will take ownership of all compliance activities covered by this Agreement, the Parties . 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 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 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 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 VCA 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 cause their Affiliates toprovide documentary evidence demonstrating the fulfillment of these conditions, cooperate in good faith including copies of Board-issued Resolutions. (iv) To ensure the horizontal and use their commercially reasonable efforts to develop and plan for a mutually acceptable transition plan for the migration and vertical integration of the business PRPHA’s offices and operations resources, within thirty (30) days of the Acquired Company with Buyer, subject to compliance with applicable Laws (the “Transition Plan”). The Transition Plan shall address matters agreed to by the Parties. Such cooperation shall include Buyer and Seller taking the following actions: (a) promptly after signatory execution of this Agreement, appointing PRPHA shall create a transition manager whose primary responsibility VCA compliance team which will support all activities under this Agreement. This compliance team will be to plan comprised of career personnel designated from each of PRPHA’s office divisions, including Admissions and execute 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 transition and manage such Party’s transition team; (b) promptly after signatory 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; (c)(i) reviewing the services to be 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 Parties and additional individuals with functional responsibility for providing transition services under the Transition Services Agreement; (e) setting regular meetings of the teams during the Interim Period, which such 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 transitional matters with respect to Governmental Entities; and (h) with Buyer taking the lead, developing detailed plans for the migration and transition of the business of the Acquired Company to Buyer; provided, that all such activities subject to this Section 6.24 shall be in compliance with applicable Law, including the HSR Act. The Parties acknowledge and agree that, any efforts by the Parties under this Section 6.24 may not be complete at the Closing (nor shall any incomplete efforts be considered in determining whether the conditions under Section 8.3 have been satisfied), and the Parties shall continue the efforts described in this Section 6.24 under, and subject to, the terms of the Transition Services Agreement. Notwithstanding anything to the contrary in this Section 6.24, Seller shall not be obligated to provide to Buyer any pricing or other information related to any Shared Contracts if provision of such information would violate the terms of the Contracts related to such Shared Contracts. From the date hereof until three (3) months prior to the Inside Date (the “TSA Deadline”), Seller and 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 Schedule”). Any amendment or supplement to the Form Service Schedule that is mutually agreed by ▇▇▇▇▇ and Seller will notify HUD in writing prior 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 TSA Deadline 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 deemed incorporated into coordinated and subject to approval with the Form Service Schedule and 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 this Agreement. PRPHA, however, retains the discretion to decide how to perform this allocation, which 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 proposed changes means which leads to the Form Service Schedule effective allocation of the overall amount required herein. (viii) PRPHA shall 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 disregarded 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 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 funded activities are completed and result in the actual execution and delivery of the duties established in this Agreement. Half- finished, federally-funded activities which do not incorporated into achieve a specifically established VCA objective shall be 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 Form Service Scheduletimely 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.

Transition Plan. Within […***…] following the Effective Date, the Parties shall mutually agree upon a plan for the transition of the AR Mutant Program, and the transfer of the AR Mutant Transferred Assets, from TRACON to ▇▇▇▇▇▇▇ providing for the following activities (“Transition Plan”): (a) During the Interim Period, in furtherance return of any physical embodiments of Know-How that was licensed by ▇▇▇▇▇▇▇ to TRACON pursuant to the License and Option Agreement to the extent that such Know-How relates to the AR Mutant Program; (b) the delivery of the transactions tangible AR Mutant Transferred Assets and physical embodiments of the intangible AR Mutant Transferred Assets to ▇▇▇▇▇▇▇; (c) the transfer of ownership of any intangible 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 AR 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 to serve as the primary point of contact regarding, the transition and transfer activities for the AR Mutant Program contemplated by this AgreementSection 2.1.4 and the Transition Plan. Each Party shall bear its own costs in performing its obligations under this Section 2.1.4 and the Transition Plan. Unless the Parties agree otherwise, the Parties shall, and shall cause their Affiliates to, cooperate use Commercially Reasonable Efforts to complete the activities set forth in good faith and use their commercially reasonable efforts to develop and plan for a mutually acceptable transition plan for the migration and integration of Transition Plan within […***…] after the business and operations of the Acquired Company with Buyer, subject to compliance with applicable Laws Effective Date (the “Transition PlanPeriod”). The After expiration of the Transition Plan shall address matters agreed Period, ***Confidential Treatment Requested TRACON will have no further obligation to by provide any additional information, documents, electronic files or support to ▇▇▇▇▇▇▇ in connection with the Parties. Such cooperation shall include Buyer and Seller taking AR Mutant Program or AR Mutant Transferred Assets; provided, however, that following the following actions: Transition Period, if (ai) promptly after execution either Party identifies any assets that were not transferred prior to the end of the Transition Period but that, pursuant to the provisions 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 were AR Mutant Transferred Assets that were required to be transitioned or migratedtransferred, taking into account any issues of separation arising from the Transition Plan; (c)(i) reviewing the services TRACON and its Affiliates shall, at no additional cost to be provided ▇▇▇▇▇▇▇, promptly take all actions to Buyer under the Shared Contracts and the extent transfer such AR Mutant Transferred Assets to which such services will be provided following the Closing under the Transition Services Agreement ▇▇▇▇▇▇▇, and (ii) using commercially TRACON and its Affiliates shall provide reasonable efforts support 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 Parties and additional individuals with functional responsibility for providing transition services under the Transition Services Agreement; (e) setting regular meetings of the teams during the Interim Period, which such 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 transitional matters with respect to Governmental Entities; and (h) with Buyer taking the lead, developing detailed plans for the migration and transition of the business of the Acquired Company to Buyer; provided, that all such activities subject to this Section 6.24 shall be in compliance with applicable Law, including the HSR Act. The Parties acknowledge and agree that, any efforts by the Parties under this Section 6.24 may not be complete at the Closing (nor shall any incomplete efforts be considered in determining whether the conditions under Section 8.3 have been satisfied), and the Parties shall continue the efforts described in this Section 6.24 under, and subject to, the terms of the Transition Services Agreement. Notwithstanding anything to the contrary in this Section 6.24, Seller shall not be obligated to provide to Buyer any pricing or other information related to any Shared Contracts if provision of such information would violate the terms of the Contracts related to such Shared Contracts. From the date hereof until three (3) months prior to the Inside Date (the “TSA Deadline”), Seller and 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 Schedule”). Any amendment or supplement to the Form Service Schedule that is mutually agreed by ▇▇▇▇▇▇▇ and Seller in writing prior its Affiliates after the Transition Period to the TSA Deadline shall be deemed incorporated into the Form Service Schedule extent reasonably necessary to allow TRACON and its Affiliates to respond to requirements or requests of any Regulatory Authority or other proposed changes Governmental Authority with respect to the Form Service Schedule shall be disregarded and not incorporated into the Form Service ScheduleLicensed Compounds or Licensed Products.