definiens: as such term is defined in the 2010 Agreement, then Agios shallprovide written notice to such effect to [COMPANY] specifying in reasonable detail which actions by [COMPANY] or itsAffiliates would have such an effect, and what such effect would be . The Parties shall use good faith efforts todiscuss the pertinent actions and resolve the matter . If [COMPANY] concurs with Agios ’ determination, [COMPANY] and itsAffiliates shall not proceed with, or shall cease as quickly as reasonably possible, as applicable, such action withoutthe written consent of Agios . If [COMPANY] does not concur with Agios ’ determination, [COMPANY] may present the issue tothe Executive Officers for resolution pursuant to Section 15.1(a ) and, if agreement is not reached, may seekresolution of such matter in accordance with Section 15.1(b);(iii ) neither Party shall have any further obligations under the Development Plan or CommercializationPlan effective as of the Agios Opt - Out Date;(iv ) effective as of the Agios Opt - Out Date, [COMPANY] ( but not Agios ) shall continue to have obligationsunder Section 7.1(b ) and 7.2, but neither Party shall have any obligations under Section 7.1(a);(v ) [COMPANY] shall be solely responsible for all Development Costs and Commercialization Expenses forthe Licensed Products incurred after the Agios Opt - Out Date, except as provided in clause ( vi ) immediately below andas provided in Sections 5.4, 13.3 and 13.4;(vi ) effective as of the Agios Opt - Out Date, Agios shall cease to conduct any further Development orCommercialization activities ( including Marketing Activities ) with respect to any Licensed Products and cease to incurany further Development Costs or Commercialization Expenses except as approved by [COMPANY] or as provided inSections 5.4, 13.3 and 13.4;(vii ) within [ * * ] days after the Agios Opt - Out Date, Agios shall provide to [COMPANY] a reasonably detailedaccounting of all Development Costs and Commercialization - 24 -Expenses incurred by Agios under the Collaboration prior to the Agios Opt - Out Date for the purpose of calculating afinal reconciliation of shared costs through the Agios Opt - Out Date in accordance with Sections 9.2 and 9.4;(viii ) within [ * * ] days after the Agios Opt - Out Notice, Agios shall provide to [COMPANY] a reasonablydetailed summary of Development and Commercialization activities undertaken by Agios under the Collaboration, including any Clinical Trials committed but not yet completed as of such date, and Agios shall provide to [COMPANY] anupdate to such summary within [ * * ] days after the Agios Opt - Out Date;(ix ) Agios shall undertake, and coordinate with [COMPANY] with respect to, any wind - down or transitionalactivities reasonably necessary to transfer to [COMPANY] all Development, Manufacturing ( including all Agios Clinical - Scale Manufacturing Responsibilities and Agios Commercial - Scale Manufacturing Responsibilities ) andCommercialization responsibility for the Licensed Products throughout the Territory, at Agios ’ sole expense, includingthose activities referenced in Section 14.3(b)(viii ), all of which must be completed before the Agios Opt - Out Date;provided that the Parties shall reasonably cooperate in seeking to minimize the costs of such wind - down ortransitional activities ; provided further that, ( A ) if [COMPANY] requests that any contracts or agreements that extendbeyond the Agios Opt - Out Date be terminated, Agios and [COMPANY] shall share all costs associated with suchtermination, and, ( B ) if [COMPANY] requests that any such contract or agreement remain in effect, [COMPANY] shall beresponsible for all Development Costs and Commercialization Expenses under such contract or agreement followingthe Agios Opt - Out Date or, if [COMPANY] requests assignment of such contract or agreement prior to the Agios Opt - OutDate, following such assignment ( whichever is earlier);(x ) [COMPANY] shall have the option to obtain Agios ’ inventory of the Licensed Products and their activepharmaceutical ingredients at a price equal to [ * * ] % of Agios ’ Manufacturing Costs;(xi ) in the event Agios is utilizing a Third Party manufacturer to Manufacture the Licensed Products ortheir active pharmaceutical ingredients, to the extent permitted by the terms of such contract, Agios shall, ifrequested by [COMPANY], promptly assign to [COMPANY] the manufacturing agreements with such Third Party with respectto such products and ingredients;(xii ) Agios shall transfer, or have transferred, to [COMPANY] or its designee, pursuant to a technologytransfer plan to be mutually agreed by the Parties promptly after the Agios Opt - Out Notice, all ManufacturingTechnology Controlled by Agios or Agios USA within Agios Intellectual Property that is both necessary toManufacture the Licensed Products or their active pharmaceutical ingredients as Manufactured by or on behalf ofAgios and its Affiliates, and Agios shall provide reasonable assistance in connection with the transfer of suchManufacturing Technology to [COMPANY] or its designee, all of which shall be deemed Development Costs and shall becompleted before the Agios Opt - Out Date;(xiii ) effective as of the Agios Opt Out Date, each Licensed Product shall be subject to the royaltyprovisions of Section 9.5 from and after the Agios Opt - Out Date, in lieu of the sharing of Development Costs underSection 9.2 and ROW Territory Profit or Loss under Section 9.4 ; - 25 -(xiv ) as quickly as reasonably possible but in no event later than the Agios Opt - Out Date, Agios shalltransition to [COMPANY] Agios ’ initial Prosecution and enforcement responsibilities with respect to Agios Patent Rights, Agios Collaboration Patent Rights, Joint Inventions and Joint Patents, and provide reasonable assistance to Celgeneand cooperation in connection therewith, including execution of such documents as may be necessary to effect suchtransition, provided that Agios shall retain step - in rights under Section 10.2(b ) as well as comparable step - in rights onProsecution matters relating to Agios Patent Rights and Agios Collaboration Patent Rights that are not Joint Patentsbut not under Section 10.3 ; and(xv ) The AGI-23088 US Agreement will be affected in a corresponding manner as provided therein