definiens: means ( a ) the draft attached hereto as Exhibit A ; and ( b ) subsequent pl ans, updated in accordance with this Article 4 sett ing forth the transfer, timing and the budget therefore ( the latt er the ) for the transfer of Development activities under this Termination Agreement . The Tr ansfer Plan will describe, in reasonable detail, ( a ) the ongoing Development activities to be transferred, i ncluding all Clinical Trial activities, non - Clinica l activities, regulatory activities and manufacturing activities, ( b ) which of such activities the Parties agree to be transferred and assigned from [COMPANY] to Threshold and which the Parties agree to [COMPANY] to wind down for Threshold, ( c ) cost estimates for any transfer or wind down requir ed payable by Threshold, and ( d ) the contractual arrangements entered into by [COMPANY] with respect to Licensed Product which shall be transferred to Thre shold ( to the extent legally permissible, by way of assignmen t or otherwise ) or terminated by [COMPANY]