TO THE PRODUCT), WHETHER EXISTING AS OF THE EFFECTIVE DATE
OR WHETHER CREATED, DEVELOPED OR ACQUIRED BY NYCOMED DURING THE TRANSITION
PERIOD ("LICENSED KNOW-HOW").
5.4.3.
NOTHING IN THIS SECTION 5.4 SHALL BE INTERPRETED AS CREATING AN
OBLIGATION FOR NYCOMED TO GENERATE TRANSLATIONS OR NEW DATA, ANALYSES OR
REPORTS.
5.5.
FURTHER ASSURANCES. AS OF THE EFFECTIVE DATE, OR AS PROMPTLY
THEREAFTER AS PRACTICABLE, NYCOMED WILL PREPARE, EXECUTE AND DELIVER TO TMC (AND
WHERE REQUIRED BY LAW, TMC WILL EXECUTE AND DELIVER TO NYCOMED) SUCH ADDITIONAL
DOCUMENTS AND TAKE SUCH OTHER ACTION AS MAY BE REASONABLY NECESSARY OR DESIRABLE
TO TRANSFER THE ASSIGNED INTELLECTUAL PROPERTY TO TMC OR TMC'S DESIGNEE, AS
APPLICABLE.
6.
OBLIGATIONS DURING THE TRANSITION PERIOD
6.1.
TRANSITION MANAGERS; PRODUCT TRANSITION COMMITTEE.
6.1.1.
TRANSITION MANAGERS. EACH PARTY SHALL APPOINT A SENIOR
REPRESENTATIVE WHO POSSESSES A FULL UNDERSTANDING OF THE RELEVANT OPERATIONAL,
REGULATORY, COMMERCIAL AND LEGAL ISSUES TO ACT AS ITS TRANSITION MANAGER (EACH,
A "TM" OR "TRANSITION MANAGER"). THE INITIAL TRANSITION MANAGER FOR EACH PARTY
IS SET FORTH ON SCHEDULE 6.1. ANY REPLACEMENTS OR PROXIES FOR THE FOREGOING
PERSONS SHALL BE EQUIVALENTLY SENIOR PERSONNEL. EACH PARTY'S TRANSITION MANAGER
WILL BE THE PRIMARY CONTACT WITH THE OTHER PARTY IN CONNECTION WITH THE ONGOING,
DAY-TO-DAY IMPLEMENTATION OF THIS AGREEMENT, THE NEW AGREEMENTS AND THE QUALITY
AGREEMENTS, AND FOR OBTAINING ANY CONSENTS OR APPROVALS OF THE OTHER PARTY
REQUIRED HEREBY. THE TMS SHALL BE
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responsible for: (a) seeking consensus (both internally, within his/her
respective Party's organization, as well as between the Parties) regarding key
transition issues that arise under this Agreement, the New Agreements and the
Quality Agreements; (b) identifying and raising issues to the PTC in a timely
manner; (c) assisting the PTC co-chairs in setting appropriate meeting agendas,
attending PTC meetings and preparing meeting minutes, as appropriate, in a
format agreed upon with the PTC; and (d) in collaboration with the other TM,
drafting and revising on a regular basis a monthly executive summary of the
status of the transition hereunder, in a format agreed upon with the PTC, and
providing such summary to the PTC.
6.1.2.
PRODUCT TRANSITION COMMITTEE. THE PARTIES HEREBY ESTABLISH A
PRODUCT TRANSITION COMMITTEE ("PTC") WHICH SHALL REMAIN IN PLACE DURING THE
TRANSITION PERIOD AND WHICH SHALL BE RESPONSIBLE FOR THE SMOOTH AND EFFECTIVE
IMPLEMENTATION OF THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT, THE NEW
AGREEMENTS AND THE QUALITY AGREEMENTS, FOR DEVELOPING AND EXECUTING A PLAN TO
EFFECT THE TRANSFERS TO TAKE PLACE PURSUANT TO THIS SECTION 6 AND FOR OVERSEEING
THE IMPLEMENTATION OF THIS AGREEMENT, THE NEW AGREEMENTS AND THE QUALITY
AGREEMENTS. THE PTC SHALL CONSIST OF [**] VOTING MEMBERS, COMPRISING [**]
REPRESENTATIVES OF TMC AND [**] REPRESENTATIVES OF NYCOMED (WHICH
REPRESENTATIVES MAY ALSO SERVE AS THE TMS). THE PTC SHALL HAVE TWO CO-CHAIRS,
ONE FROM EACH PARTY. THE INITIAL REPRESENTATIVES ON THE PTC FOR EACH PARTY ARE
SET FORTH ON SCHEDULE 6.1. TMC'S APPOINTEES TO THE PTC SHALL BE DETERMINED BY
TMC. NYCOMED'S APPOINTEES TO THE PTC SHALL BE DETERMINED BY NYCOMED AND SHALL