Common use of Assignment and Change in Control Clause in Contracts

Assignment and Change in Control. This Agreement may not be assigned by either Party without the consent of the other, which consent shall be given at the sole discretion of the non-assigning party, except as specified in (a) and (b), below, of this Section 10.11: CONFIDENTIAL (a) CENTOCOR shall have the right to assign this Agreement to an Affiliate or in connection with a transaction with any third party (“Transaction”) including but not limited to: (1) acquisition (of or by), consolidation with, or merger into, any other corporation or other entity or person; (2) any corporate reorganization; or (3) the sale of its business or substantially all of its assets of its business to which this Agreement is related, provided that in any such Transaction, the assignee expressly obligates itself in a writing delivered to MORPHOSYS (or its assignee), on or before the date of closing of such Transaction, to fully perform all of the obligations of CENTOCOR under this Agreement. This right of assignment shall likewise be available to the assignee in the same manner as it is to CENTOCOR, and to subsequent assignees in like manner, provided that in each instance of assignment, the assignee provides the writing specified above to MORPHOSYS (or its assignee) prior to the date of closing of such Transaction. (b) MORPHOSYS shall have the right to assign this Agreement to an Affiliate or in connection with a transaction with any third party (“Transaction”) including but not limited to: (1) acquisition (of or by), consolidation with, or merger into, any other corporation or other entity or person; (2) any corporate reorganization; or (3) the sale of its business or substantially all of its assets of its business to which this Agreement is related, provided that in any such Transaction, the assignee expressly obligates itself in a writing delivered to CENTOCOR (or its assignee), on or before the date of closing of such Transaction, to fully perform all of the obligations of MORPHOSYS under this Agreement. This right of assignment shall likewise be available to the assignee in the same manner as it is to MORPHOSYS, and to subsequent assignees in like manner, provided that in each CONFIDENTIAL instance of assignment, the assignee provides the writing specified above to CENTOCOR (or its assignee) prior to the date of closing of such Transaction.

Assignment and Change in Control. This Agreement 11.7.1 Neither party may not be assigned assign its rights or, except as provided in Section 2.3.8, delegate its obligations under this Agreement, whether by either Party operation of law or otherwise, in whole or in part (including with respect to any Sanofi Target or any Licensed Product) without the prior written consent of the other, which consent shall be given at the sole discretion of the non-assigning partyother Party, except as specified in that subject to the restriction on granting Commercialization Sublicenses prior to the Licensed Compound Selection Date, (a) Sanofi will have the right, without such consent, to perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of its Affiliates or sublicensees; (b) Sanofi will have the right to assign any or all of its rights and delegate any or all of its obligations hereunder (including on a Sanofi Target-by-Sanofi Target or Licensed Product-by-Licensed Product basis or country-by-country basis) to any of its Affiliates or its or their sublicensees or to any successor in interest (whether by merger, acquisition, asset purchase or otherwise) to all or substantially all of the business to which this Agreement (or the applicable Sanofi Target(s) or Licensed Product(s)) relates, provided that Sanofi will provide written notice to Ablynx within [...***...] after such assignment or delegation; and (b), below, of this Section 10.11: CONFIDENTIAL (ac) CENTOCOR shall Ablynx will have the right to assign this Agreement to an Affiliate or in connection with a transaction with any third party (“Transaction”) including but not limited to: (1) acquisition (of or by), consolidation with, or merger into, any other corporation or other entity or person; (2) any corporate reorganization; or (3) the sale of its business or substantially all of its assets rights hereunder and delegate any or all of its business obligations hereunder to which any successor in interest in a Change in Control involving Ablynx, provided that, with respect to a Change in Control involving Ablynx that satisfies proviso (d) of the definition of Change in Control hereunder and occurs during a Research Program Term, solely with the prior written consent of Sanofi (not to be unreasonably withheld or delayed), provided further that Ablynx will provide written notice to Sanofi within [...***...] after assignment or delegation pursuant to this clause (c). Any successor of a Party or any assignee of all of a Party’s rights under this Agreement is relatedthat has also assumed all of such Party’s obligations hereunder in writing will, provided that in upon any such Transactionsuccession or assignment and assumption, be deemed to be a party to this Agreement as though named herein in substitution for such Party, whereupon the assignee expressly obligates itself in original Party will cease to be a writing delivered party to MORPHOSYS (this Agreement and will cease to have any rights or its assignee), on or before the date of closing of such Transaction, to fully perform all of the obligations of CENTOCOR under this Agreement. This right All validly assigned rights of assignment shall likewise be available a Party will inure to the assignee benefit of and be enforceable by, and all validly delegated obligations of a Party will be binding on and be enforceable against, the permitted successors and assigns of such Party. Any attempted assignment or delegation in violation of this Section 11.7.1 will be void and of no effect. 11.7.2 To the extent that Sanofi elects not to terminate this Agreement (in Full or in Part) in the same manner as it is event of a Change in Control involving Ablynx, then for clarity the licenses granted in Section 3.1 will remain in effect and to CENTOCORthe extent requested by Sanofi: Ablynx will (a) (i) [...***...], and to subsequent assignees in like manner(ii) [...***...], provided that in each instance of assignment, the assignee provides the writing specified above to MORPHOSYS (or its assignee) prior to the date of closing of such Transaction. and (b) MORPHOSYS shall have if the right Change in Control occurs during the Research Program Term with respect to assign this Agreement any Sanofi Target, (i) [...***...] (a)(i)) and [...***...], (ii) [...***...], (iii) [...***...], and (iv) transition to an Affiliate or in connection with a transaction with any third party Sanofi (“Transaction”[...***...]) including but not limited to: (1all activities under the Research Program(s) acquisition (which are the responsibility of or byAblynx under such Research Program(s), consolidation with, or merger into, any other corporation or other entity or person; (2) any corporate reorganization; or (3) the sale . Upon completion of its business or substantially all of its assets of its business to which this Agreement is related, provided that in any such Transaction, the assignee expressly obligates itself in a writing delivered to CENTOCOR (or its assignee), on or before the date of closing of such Transaction, to fully perform all of the Ablynx’s obligations of MORPHOSYS under this Agreement. This right of assignment shall likewise Section 11.7.2, Ablynx will no longer be available obligated to the assignee in the same manner as it is complete any Program Activities with respect to MORPHOSYS, and to subsequent assignees in like manner, provided that in each CONFIDENTIAL instance of assignment, the assignee provides the writing specified above to CENTOCOR (or its assignee) prior to the date of closing of such TransactionResearch Program.

Assignment and Change in Control. This Agreement may not be assigned by either Party without the consent of the other, which consent shall be given at the sole discretion of the non-assigning party, except as specified in (a) and (b), below, of this Section 10.11: 56 of 124 ***Confidential Treatment Requested CONFIDENTIAL (a) CENTOCOR shall have the right to assign this Agreement to an Affiliate or in connection with a transaction with any third party (“Transaction”) including but not limited to: (1) acquisition (of or by), consolidation with, or merger into, any other corporation or other entity or person; (2) any corporate reorganization; or (3) the sale of its business or substantially all of its assets of its business to which this Agreement is related, provided that in any such Transaction, the assignee expressly obligates itself in a writing delivered to MORPHOSYS (or its assignee), on or before the date of closing of such Transaction, to fully perform all of the obligations of CENTOCOR under this Agreement. This right of assignment shall likewise be available to the assignee in the same manner as it is to CENTOCOR, and to subsequent assignees in like manner, provided that in each instance of assignment, the assignee provides the writing specified above to MORPHOSYS (or its assignee) prior to the date of closing of such Transaction. (b) MORPHOSYS shall have the right to assign this Agreement to an Affiliate or in connection with a transaction with any third party (“Transaction”) including but not limited to: (1) acquisition (of or by), consolidation with, or merger into, any other corporation or other entity or person; (2) any corporate reorganization; or (3) the sale of its business or substantially all of its assets of its business to which this Agreement is related, provided that in any such Transaction, the assignee expressly obligates itself in a writing delivered to CENTOCOR (or its assignee), on or before the date of closing of such Transaction, to fully perform all of the obligations of MORPHOSYS under this Agreement. This right of assignment shall likewise be available to the assignee in the same manner as it is to MORPHOSYS, and to subsequent assignees in like manner, provided that in each 57 of 124 ***Confidential Treatment Requested CONFIDENTIAL instance of assignment, the assignee provides the writing specified above to CENTOCOR (or its assignee) prior to the date of closing of such Transaction.