Common use of Assignment and Change of Control Clause in Contracts

Assignment and Change of Control. A. Seller shall not and shall cause its affiliates not to, directly, indirectly, voluntarily or involuntarily, in each case, whether by transfer, operation of law, Change of Control (as defined in subparagraph b below) or otherwise assign this order, assign any of its rights or interest in this order, delegate any of its obligations under this order, or subcontract for all or substantially all of its performance of this order (each, an “Assignment”), without Buyer’s prior written consent after advance written notice by Seller. No purported Assignment, with or without Buyer’s consent, shall relieve Seller of any of its obligations under this order or prejudice any rights or claims that Buyer may have against Seller, whether such obligations, rights or claims, as the case may be, arise before or after the date of any purported Assignment; provided however, that Seller may assign its right to monies due or to become due under this order, and this Article does not limit Seller’s ability to purchase standard commercial supplies or raw material in connection with its performance of this order B. For purposes of this order, the term “Change in Control” shall mean any of the following, whether in a single transaction or a series of related transactions and whether or not Seller is a party thereto: i. a sale, conveyance, transfer, distribution, lease, assignment, license or other disposition of all or substantially all of the assets of Seller; ii. any consolidation or merger of Seller or its controlling affiliates, any dissolution of Seller or its controlling affiliates, or any reorganization of one or more of Seller or its controlling affiliates; or iii. any sale, transfer, issuance, or disposition of any equity securities or securities or instruments convertible or exchangeable for equity securities (collectively, “securities”) of Seller or its controlling affiliates in which holders of all of the securities that may be entitled to vote for the election of any member of a board of directors or similar governing body of Seller or such controlling affiliate immediately prior to such transaction(s) hold less than fifty percent (50%) of the securities that may be entitled to vote for the election of any such member in such entity immediately following such transaction(s).

Assignment and Change of Control. A. Seller 14.1 This Agreement and the licenses herein granted shall be binding upon and inure to the benefit of the successors in interest of the respective Parties. Neither this Agreement nor any interest hereunder shall be assignable by either Party without the written consent of the other, such consent not and shall cause its affiliates not toto be unreasonably withheld or delayed, directlyprovided, indirectlyhowever, voluntarily or involuntarily, in each case, whether by transfer, operation of law, Change of Control (as defined in subparagraph b below) or otherwise that: 14.1.1 Vernalis may assign this order, assign Agreement or any part of its rights and obligations hereunder to any Affiliate or interest in this order, delegate to any of its obligations under this ordercompany with which Vernalis may merge or consolidate, or subcontract for to which it may transfer all or substantially all of its performance of assets to which this order (each, an “Assignment”)Agreement relates, without Buyerobtaining the consent of Corvus; 14.1.2 Corvus may assign or novate this Agreement or any part of its rights and obligations hereunder to any Affiliate or to any person with similar or greater financial resources and expertise as Corvus, provided such person is [***]. If Corvus wishes to assign or novate this Agreement or any part of its rights and obligations hereunder to any person which does not meet the above criteria then it shall not do so without Vernalis’s prior written consent after advance written notice (such consent not to be unreasonably withheld or delayed), [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. and provided always that such Affiliate or other permitted assignee undertakes in writing to such other Party to be bound by Sellerthe terms of this Agreement. No purported Assignment, Any assignment not in compliance with or without Buyer’s consent, this Clause 14.1 shall relieve Seller be void and of any no effect. 14.2 Corvus shall immediately notify Vernalis upon the occurrence of its obligations under this order or prejudice any rights or claims that Buyer may have against Seller, whether a change in the Control of Corvus. Corvus shall make such obligations, rights or claims, as the case may be, arise before or after the date of any purported Assignment; provided however, that Seller may assign its right notification to monies due or to become due under this orderVernalis in accordance with Clause 20, and this Article does not limit Seller’s ability provide Vernalis with reasonable details of such change in the Control of Corvus. The third party acquiring Corvus shall continue to purchase standard commercial supplies or raw material in connection with its performance of this order B. For purposes of this ordermake Milestone and Royalty payments to Vernalis under Clauses 6.2, the term “Change in Control” shall mean any of the following, whether in a single transaction or a series of related transactions 6.3 and whether or not Seller is a party thereto: i. a sale, conveyance, transfer, distribution, lease, assignment, license or other disposition of all or substantially all of the assets of Seller; ii. any consolidation or merger of Seller or its controlling affiliates, any dissolution of Seller or its controlling affiliates, or any reorganization of one or more of Seller or its controlling affiliates; or iii. any sale, transfer, issuance, or disposition of any equity securities or securities or instruments convertible or exchangeable for equity securities (collectively, “securities”) of Seller or its controlling affiliates in which holders of all of the securities that may be entitled to vote for the election of any member of a board of directors or similar governing body of Seller or such controlling affiliate immediately prior to such transaction(s) hold less than fifty percent (50%) of the securities that may be entitled to vote for the election of any such member in such entity immediately following such transaction(s)6.4.

Assignment and Change of Control. A. Seller shall not and shall cause Neither Party may assign its affiliates not torights or obligations under this Agreement absent the prior written consent of the other Party, directly, indirectly, voluntarily or involuntarily, in each case, whether by transfer, operation of law, Change of Control (as defined in subparagraph b below) or otherwise assign this order, assign except to any of its rights or interest in this order, delegate any Affiliates (provided that the assigning Party shall be responsible for the actions of its obligations under this orderAffiliates) or in the context of a merger, an acquisition, a Change of Control, or subcontract for all or substantially all of its performance of this order (each, an “Assignment”), without Buyer’s prior written consent after advance written notice by Seller. No purported Assignment, with or without Buyer’s consent, shall relieve Seller of any of its obligations under this order or prejudice any rights or claims that Buyer may have against Seller, whether such obligations, rights or claims, as the case may be, arise before or after the date of any purported Assignment; provided however, that Seller may assign its right to monies due or to become due under this order, and this Article does not limit Seller’s ability to purchase standard commercial supplies or raw material in connection with its performance of this order B. For purposes of this order, the term “Change in Control” shall mean any of the following, whether in a single transaction or a series of related transactions and whether or not Seller is a party thereto: i. a sale, conveyance, transfer, distribution, lease, assignment, license sale or other disposition of transaction involving all or substantially all of the assets of Sellerthe Party seeking to assign. Any permitted assignment shall be binding on the successors of the assigning Party. Notwithstanding anything else herein to the contrary, Eleven may, without Roche’s consent, assign, distribute, dividend or otherwise transfer its right to receive payment(s) from Roche under all or part of Article 9, provided, however, for clarity, Roche’s right to pursue reduction of payments in the event of a material breach by Eleven shall not be impacted by such assignment, distribution, dividend or transfer; iimoreover this right extends only to the right to receive payment, so all other rights (including the right to audit) shall remain with Eleven absent Roche’s written consent. any consolidation If there is a Change of Control, then the following provisions shall apply and be in full force and effect: (a) Eleven shall provide written notice to Roche within fifteen (15) days after completion of such Change of Control. (b) The acquirer of or merger the successor to in connection with such Change of Seller Control shall acknowledge in writing to Roche that the Eleven Know-How and the Primary Eleven Patent Rights are subject to the exclusive licenses to Roche for the research, development or its controlling affiliatescommercialization of Compounds or Products, any dissolution subject to the terms and conditions of Seller this Agreement. (c) If either Eleven or its controlling affiliatesthe Change of Control Group are engaged in the conduct of clinical studies or commercialization of competing ophthalmic products either at the time of the Change of Control or thereafter, or any reorganization then Roche may upon written request require Eleven and the Change of one or more Control Group to institute a firewall to limit access of Seller or its controlling affiliates; or iii. any sale, transfer, issuance, or disposition of any equity securities or securities or instruments convertible or exchangeable for equity securities information and reports provided to Eleven by the Roche Group under Article 8 and Article 13 (collectively, collectively “securitiesSensitive Information”) to (1) such Eleven and Change of Seller Control Group personnel, attorneys, agents and advisors that reasonably need access to and knowledge of such Sensitive Information to perform Eleven’s obligations and exercise Eleven’s rights under the Agreement and (2) C-level personnel of Eleven or its controlling affiliates in which holders the Change of all Control Group, with the objective to prohibit the use of such Sensitive Information by Eleven or the securities Change of Control Group for competitive reasons that may would be entitled detrimental to vote for Roche’s interests under the election Agreement or Licensed Compounds or Licensed Products without foreclosing the ability of any member Eleven or the Change of a board Control Group to perform Eleven’s obligations and exercise Eleven’s rights under the Agreement. For clarity, (i) information about payments made by Roche under this Agreement shall not be deemed as Sensitive Information that is subject to the firewall of directors or similar governing body of Seller or such controlling affiliate immediately prior this Section 21.4(c), and (ii) the exceptions under Sections 1.21(i)-(v), 17.3 and 17.4 to such transaction(s) hold less than fifty percent (50%) of the securities that may be entitled Eleven’s obligations to vote for the election of any such member in such entity immediately following such transaction(s)protect Roche’s Confidential Information shall also apply to Sensitive Information.

Assignment and Change of Control. A. Seller shall not and shall cause its affiliates not to, directly, indirectly, voluntarily or involuntarily, in each case, whether by transfer, operation of law, Change of Control (as defined in subparagraph b below) or otherwise assign this order, 14.1 [ * ] party may assign any of its rights or interest in this order, delegate any of its obligations under this order, Restated Agreement (other than by Medeva to its Associated Companies or subcontract for all or substantially all of Aviron to its performance of this order (each, an “Assignment”), without Buyer’s prior written consent after advance written notice by Seller. No purported Assignment, with or without Buyer’s consent, shall relieve Seller of any of its obligations under this order or prejudice any rights or claims that Buyer may have against Seller, whether such obligations, rights or claims, Associated Companies as the case may be, arise before or after in the date event of a merger or consolidation of a party with or into any purported Assignment; provided howeverother entity, that Seller may assign its right to monies due or to become due under this order, and this Article does not limit Seller’s ability to purchase standard commercial supplies or raw material in connection with its performance of this order B. For purposes of this order, the term “Change in Control” shall mean any of the following, whether in including a single transaction triangular merger involving such party or a series of related transactions and whether or not Seller is a party thereto: i. a sale, conveyance, transfer, distribution, lease, assignment, license or other disposition sale of all or substantially all of the assets or business unit to which this Restated Agreement relates) [ * ] the prior written consent of Seller; ii. the other party, except as expressly provided herein. 14.2 This Restated Agreement shall be binding upon and shall inure to the benefit of Medeva and Aviron and their respective permitted successors and assignees (if any). 14.3 The parties acknowledge and agree that any consolidation change of ownership or merger control of Seller either Medeva or its controlling affiliatesAviron shall not affect, any dissolution of Seller or its controlling affiliateseither at law, or any reorganization as between the parties, that party's rights and obligations under this Restated Agreement, to the extent that the party undergoing such change of one ownership or more control survives such change of Seller ownership or its controlling affiliatescontrol. 14.4 Each party (the Notifying Party) shall forthwith notify the other party (the Receiving Party) if there is an effective change of ownership or control of the Notifying Party; or iii. any sale, transfer, issuance, if the Notifying Party sells all or disposition of any equity securities or securities or instruments convertible or exchangeable for equity securities (collectively, “securities”) of Seller or its controlling affiliates in which holders of substantially all of the securities that may be entitled to vote for the election of any member of a board of directors assets or similar governing body of Seller all or such controlling affiliate immediately prior to such transaction(s) hold less than fifty percent (50%) substantially all of the securities business to which this Restated Agreement relates. Within a period of [ * ] of receipt of such notice or actual sale, should the Receiving Party [ * ] that may be entitled to vote for the election party assuming effective ownership or control of, or purchasing the assets or business of any such member in such entity immediately following such transaction(s)the Notifying Party [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Assignment and Change of Control. A. Seller shall not and shall cause its affiliates not to, directly, indirectly, voluntarily or involuntarily, in each case, whether by transfer, operation of law, Change of Control (as defined in subparagraph b below) or otherwise 13.3.1. Neither Party may assign this order, assign any of its rights or interest in this orderor, except as expressly permitted hereunder, delegate any of its obligations under this orderAgreement, whether by operation of law or subcontract for otherwise, in whole or in part, without the prior written consent of the other Party, except that each Party shall have the right, without such consent, to assign any or all of its rights and delegate any or all of its obligations hereunder 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 its diabetes business; provided that the assigning or delegating Party shall provide written notice to the other Party within [**] after such assignment or delegation and shall remain primarily liable for the performance of its assignee or delegate. Any permitted successor of a Party or any permitted assignee of all of a Party’s rights under this order Agreement that has also assumed all of such Party’s obligations hereunder in writing shall, upon any such succession or assignment and assumption, be deemed to be a party to this Agreement as though named herein in substitution for the assigning Party, whereupon the assigning Party shall cease to be a party to this Agreement and shall cease to have any rights or obligations under this Agreement. All validly assigned rights of a Party shall inure to the benefit of and be enforceable by, and all validly delegated obligations of such Party shall 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 13.3.1 shall be void and of no effect. 13.3.2. No later than [**] following the earlier of the first public announcement of the execution of any transaction with respect to a Change of Control of Lexicon or the closing date of such a transaction, Lexicon shall notify Sanofi in writing and identify the counterparty to the transaction (each, an the “AssignmentThird Party Acquirer”). In such a case, without Buyer’s prior written consent after advance effective as of the later of (a) a notice from Sanofi pursuant to this Section 13.3.2 and (b) the closing of such a transaction, Sanofi shall have the following rights, except in the case of a Change of Control transaction in which the Third Party Acquirer is a Non-Competitive Acquirer: (i) Sanofi may, in its sole discretion and by written notice to Lexicon, require Lexicon and the Third Party Acquirer and its Affiliates (“Third Party Acquirer Family”) to adopt reasonable procedures, including firewalls, to prevent disclosure of Confidential Information of Sanofi and its Affiliates (including the Sanofi Know-How) to the Third Party Acquirer Family (other than Lexicon and its Affiliates) and to prevent the Third Party Acquirer Family (other than Lexicon and its Affiliates) from involvement in the Development, Commercialization and Manufacture of the Licensed Products; (ii) Sanofi may, in its sole discretion, assume and complete any Development activities with respect to T1DM on the Licensed Compounds. If Sanofi so elects to assume and complete any of the Development activities under the Development Plan with respect to such Licensed Compound, to the extent reasonably requested by SellerSanofi in writing, Lexicon shall cooperate in facilitating the orderly transfer of such Development activities and ensure that Sanofi obtains the material benefits of any or all Third Party agreements relating to such Development activities, in conformity with any Applicable Law. (iii) Sanofi may, in its sole discretion and by written notice to Lexicon, disband the JSC (in which case the DRC and MSC shall also be disbanded) and, for clarity, Section 5.5.6 shall apply. No purported AssignmentIn such a case, with or without Buyer’s consent, shall relieve Seller of neither Lexicon nor any of its obligations under this order Affiliates shall have the right to receive Information and Inventions from Sanofi (except for reports provided pursuant to Sections 3.1.7, 4.10 and 7.5) or prejudice provide input with respect to the Exploitation of any rights or claims that Buyer may have against Seller, whether such obligations, rights or claims, as the case may be, arise before or Licensed Products from and after the date of any purported Assignment; provided howeversuch Change in Control (except where such input is required by Applicable Law). Notwithstanding the foregoing, that Seller may assign this clause (iii) shall not deprive Lexicon of (A) its right to monies due participate in discussions with Sanofi regarding the Development activities conducted pursuant to the Development Plan, Manufacturing and (Co-)Promotion, in each case, to the extent reasonably necessary in order for Lexicon to perform its obligations hereunder or under the applicable Ancillary Agreement or (B) its right to become due exercise a Lexicon Consent Right; or (iv) Sanofi may, upon [**] prior written notice to Lexicon given by Sanofi not later than [**] following the Change of Control transaction, terminate the (Co-)Promotion Agreement. If Sanofi exercises its termination right under this orderSection 13.3.2(iii) after the commencement of (Co-)Promotion activities under the (Co-)Promotion Agreement, and this Article does not limit Seller’s ability then Sanofi agrees to purchase standard commercial supplies or raw material reimburse Lexicon for its reasonable wind-down costs as set forth in connection with its performance of this orderthe (Co-)Promotion Agreement. B. For purposes of this order13.3.3. In the case in which Lexicon is acquired by a Third Party Acquirer, the term “Change rights to Information and Inventions controlled by the Third Party Acquirer Family shall, subject to Section 13.3.2(i), be automatically excluded from the rights licensed or granted to the other Party under this Agreement unless and to the extent that Lexicon uses any such Information and Inventions in Control” shall mean any the conduct of the following, whether in a single transaction Development Plan or a series of related transactions and whether or not Seller is a party thereto: i. a sale, conveyance, transfer, distribution, lease, assignment, license or other disposition of all or substantially all of the assets of Seller; ii. any consolidation or merger of Seller or its controlling affiliates, any dissolution of Seller or its controlling affiliates, or any reorganization of one or more of Seller or its controlling affiliates; or iii. any sale, transfer, issuance, or disposition of any equity securities or securities or instruments convertible or exchangeable for equity securities (collectively, “securities”) of Seller or its controlling affiliates in which holders of all of the securities that may be entitled to vote for the election of any member of a board of directors or similar governing body of Seller or such controlling affiliate immediately prior to such transaction(s) hold less than fifty percent (50%) of the securities that may be entitled to vote for the election of incorporates any such member in such entity immediately following such transaction(s)Information and Inventions into any Licensed Product.

Assignment and Change of Control. A. Seller 16.1 This Agreement and the licenses herein granted shall not be binding upon and inure to the benefit of the parties and their respective permitted assignees and successors in interest. Neither this Agreement nor any interest hereunder shall cause its affiliates not tobe assignable by a party without the prior written consent of the other party and any attempted assignment contrary to this Paragraph 16.1 shall be void and without force and effect. Notwithstanding the foregoing, directly, indirectly, voluntarily or involuntarily, in each case, whether by transfer, operation of law, Change of Control (as defined in subparagraph b below) or otherwise a party may assign this order, assign any Agreement and all of its rights and obligations hereunder to any AFFILIATE or interest to any THIRD PARTY in this order, delegate any connection with the transfer or sale of its obligations under this order, or subcontract for all or substantially all of its performance business, or to which it may transfer all or substantially all of its assets to which this order (eachAgreement relates, an “Assignment”)or in the event of its merger, consolidation, change in control or similar transaction, without Buyer’s prior written obtaining the consent after advance written notice by Seller. No purported Assignmentof the other party, with provided that the assigning party remains liable under this Agreement and that the THIRD PARTY assignee or without Buyer’s consent, shall relieve Seller of any surviving entity assumes in writing all of its obligations under this order Agreement 16.2 Notwithstanding Paragraph 16.1, if DYAX is acquired by a Pharmaceutical Company (as defined below), transfers or prejudice any rights or claims that Buyer may have against Seller, whether such obligations, rights or claims, as the case may be, arise before or after the date of any purported Assignment; provided however, that Seller may assign its right to monies due or to become due under this order, and this Article does not limit Seller’s ability to purchase standard commercial supplies or raw material in connection with its performance of this order B. For purposes of this order, the term “Change in Control” shall mean any of the following, whether in a single transaction or a series of related transactions and whether or not Seller is a party thereto: i. a sale, conveyance, transfer, distribution, lease, assignment, license or other disposition of sells all or substantially all of the assets of Seller; ii. any consolidation or merger of Seller its business or its controlling affiliates, any dissolution of Seller or its controlling affiliatesassets to which this Agreement relates to such a company, or any reorganization in the event of one its merger, consolidation, change in control or more similar transaction with such a company, DYAX shall promptly notify HGS of Seller or its controlling affiliates; or iii. any sale, such transfer, issuancesale or other event. Upon such notice and after discussion with DYAX, HGS, at its option, may elect to cancel its obligation under Paragraph 2.9 and thereafter shall have no obligation to notify DYAX of outlicenses pursuant to Paragraph 2.9. For the purposes of this paragraph, a Pharmaceutical Company shall mean a pharmaceutical or disposition biotechnology company whose business includes any material segment involved in the discovery, development and/or enhancement of any equity securities or securities or instruments convertible or exchangeable for equity securities (collectivelypharmaceutical products and their subsequent licensing, “securities”) production, distribution and/or sale and/or the carrying out of Seller or its controlling affiliates in which holders of all of the securities that may be entitled to vote for the election of any member of a board of directors or similar governing body of Seller or such controlling affiliate immediately prior to such transaction(s) hold less than fifty percent (50%) of the securities that may be entitled to vote for the election of any such member in such entity immediately following such transaction(s)biological, chemical, biochemical, pharmaceutical, medical and/or scientific research.

Assignment and Change of Control. A. Seller shall not and shall cause its affiliates not to, directly, indirectly, voluntarily or involuntarily, in each case, whether by transfer, operation of law, Change of Control (as defined in subparagraph b below) or otherwise assign this order, assign any of its rights or interest in this order, delegate any of its obligations under this order, or subcontract for all or substantially all of its performance of this order (each, an “Assignment”), without Buyer’s prior written consent after advance written notice by Seller. No purported Assignment, with or without Buyer’s consent, shall relieve Seller of any of its obligations under this order or prejudice any rights or claims that Buyer may have against Seller, whether such obligations, rights or claims, as the case may be, arise before or after the date of any purported Assignment; provided however, that Seller may assign its right to monies due or to become due under this order, and this Article does not limit Seller’s ability to purchase standard commercial supplies or raw material in connection with its performance of this order B. For purposes of this order, the term “Change in Control” shall mean any of the following, whether in a single transaction or a series of related transactions and whether or not Seller is a party thereto: i. a sale, conveyance, transfer, distribution, lease, assignment, license or other disposition of all or substantially all of the assets of Seller; ii. any consolidation or merger of Seller or its controlling affiliates, any dissolution of Seller or its controlling affiliates, or any reorganization of one or more of Seller or its controlling affiliates; or iii. any sale, transfer, issuance, or disposition of any equity securities or securities or instruments convertible or exchangeable for equity securities (collectively, “securities”) of Seller or its controlling affiliates in which holders of all of the securities that may be entitled to vote for the election of any member of a board of directors or similar governing body of Seller or such controlling affiliate immediately prior to such transaction(s) hold less than fifty f ifty percent (50%) of the securities that may be entitled to vote for the election of any such member in such entity immediately following such transaction(s).

Assignment and Change of Control. A. Seller shall not and shall cause its affiliates not to, directly, indirectly, voluntarily or involuntarily, in each case, whether by transfer, operation of law, Change of Control Assignment (as defined in subparagraph b belowi) or otherwise By FRESENIUS (1) FRESENIUS may assign this order, assign any of its rights or interest in this order, delegate any of its and obligations under this orderAgreement to: (ii) any entity which is included with FRESENIUS in a consolidated financial statement prepared in accordance with generally accepted financial standards applicable to the assignor; or (iii) A Person which acquires all or substantially all of the stock or assets of FRESENIUS. (1) If FRESENIUS assigns its rights and obligations under this Agreement in compliance with the foregoing, FRESENIUS shall promptly notify NABI of any such assignment. Any permitted assignee shall assume all obligations of its assignor under this Agreement. (2) No assignment shall relieve FRESENIUS of responsibility for the performance of any obligation which such party may have incurred hereunder prior to the assignment. No assignment by FRESENIUS under Section 14.4(A)(i)(a)(i) shall relieve FRESENIUS of any responsibility for the non-performance by its assignee Affiliate of any obligation assigned. (iv) By NABI (1) NABI may assign its rights and obligations under this Agreement to: (v) any entity which is included with NABI in a consolidated financial statement prepared in accordance with generally accepted financial standards applicable to the assignor; or (vi) a Person which acquires all or subcontract for substantially all of the stock or assets of NABI, subject to the following conditions: (1) If NABI assigns this Agreement to a Person which markets, sells or promotes a Competitive Product, the provisions of Section 14.4(B)(iii) shall be applicable and the Parties shall have the rights and obligations therein provided. (2) If NABI sells all or substantially all of its performance assets to an entity which does not market, sell or promote a Competitive Product, FRESENIUS shall have the right to terminate this Agreement and re-acquire all the rights to the Licensed Product in the Territory if FRESENIUS can demonstrate to arbitrator(s) empanelled pursuant to Section 14.1 that the financial condition and ability of this order (each, an “Assignment”), without Buyersuch transferee to perform NABI’s prior written consent after advance written notice by Seller. No purported Assignment, with or without Buyer’s consent, shall relieve Seller of any of its obligations under this order or prejudice any Agreement is materially worse than NABI’s financial condition and ability at such time. In the event of such termination, FRESENIUS will be obligated to pay NABI an amount of cash equal to the Value of the Licensed Product (as defined in and determined in accordance with the provisions of Section 14.4(B)(iv) below) at the time of its reacquisition. (3) If NABI assigns its rights or claims that Buyer may have against Seller, whether such obligations, rights or claims, as the case may be, arise before or after the date of any purported Assignment; provided however, that Seller may assign its right to monies due or to become due and obligations under this orderAgreement in compliance with the foregoing, and this Article does not limit Seller’s ability to purchase standard commercial supplies or raw material in connection with its performance of this order B. For purposes of this order, the term “Change in Control” NABI shall mean any of the following, whether in a single transaction or a series of related transactions and whether or not Seller is a party thereto: i. a sale, conveyance, transfer, distribution, lease, assignment, license or other disposition of all or substantially all of the assets of Seller; ii. any consolidation or merger of Seller or its controlling affiliates, any dissolution of Seller or its controlling affiliates, or any reorganization of one or more of Seller or its controlling affiliates; or iii. any sale, transfer, issuance, or disposition of any equity securities or securities or instruments convertible or exchangeable for equity securities (collectively, “securities”) of Seller or its controlling affiliates in which holders of all of the securities that may be entitled to vote for the election of any member of a board of directors or similar governing body of Seller or such controlling affiliate immediately prior to such transaction(s) hold less than fifty percent (50%) of the securities that may be entitled to vote for the election promptly notify FRESENIUS of any such member in assignment. Any permitted assignee shall assume all obligations of its assignor under this Agreement. (4) No assignment shall relieve NABI of responsibility for the performance of any obligation which such entity immediately following such transaction(s)party may have incurred hereunder prior to the assignment. No assignment by NABI under Section 14.4(A)(ii)(a)(i) above shall relieve NABI of any responsibility for the non-performance by its assignee Affiliate of any obligation assigned.

Assignment and Change of Control. A. Seller shall not and shall cause its affiliates not to, directly, indirectly, voluntarily or involuntarily, in each case, whether by transfer, operation of law, Change of Control (as defined in subparagraph b belowa) or otherwise Neither Mobility nor Google may assign this order, assign Agreement or any of its rights or interest obligations hereunder, in whole or in part, to any Person without the prior written consent of Arris. Notwithstanding the foregoing, subject to the restrictions set forth in Section 3.5(b)-Section 3.5(d), Google or Mobility (but not both) may (i) assign this order, delegate any of its obligations under this order, or subcontract for all or substantially Agreement and all of its performance of this order or their rights and obligations hereunder in whole (each, an “Assignment”but not in part), without Buyer’s prior written consent after advance written notice by Seller. No purported Assignment, with or without BuyerArris’s consent, shall relieve Seller of any of its obligations under this order or prejudice any rights or claims that Buyer may have against Seller, whether such obligations, rights or claims, as the case may be, arise before or after the date of any purported Assignment; provided however, that Seller may assign its right to monies due or to become due under this order, and this Article does not limit Seller’s ability to purchase standard commercial supplies or raw material in connection with its performance of this order B. For purposes of this order, the term “Change in Control” shall mean any of the following, whether in a single transaction or a series of related transactions and whether or not Seller is a party thereto: i. a sale, conveyance, transfer, distribution, lease, assignment, license or other disposition sale of all or substantially all of their and their Subsidiaries’ assets to which, at the assets time of Seller; ii. any consolidation or merger of Seller or its controlling affiliates, any dissolution of Seller or its controlling affiliates, or any reorganization of one or more of Seller or its controlling affiliates; or iii. any such sale, transferthe licenses granted under ARTICLE III pertain, issuanceand (ii) assign this Agreement and their rights and obligations hereunder in part, or disposition of any equity securities or securities or instruments convertible or exchangeable for equity securities (collectivelywithout Arris’s consent, “securities”) of Seller or its controlling affiliates in which holders of all of connection with the securities that may be entitled to vote for the election of any member sale of a board business division with aggregate revenue (from the sale or provision of directors or similar governing body products and services included in such division) in excess of Seller or such controlling affiliate immediately $100,000,000 in the full calendar year prior to such transaction(ssale (a “Mobility Divested Entity”); provided that Mobility and Google may exercise the right to assign rights and obligations hereunder in part pursuant to this clause (ii) hold less than fifty percent only two (50%2) times (namely, in connection with the sale of two Mobility Divested Entities). (b) Following a permitted assignment by Mobility or Google pursuant to Section 3.5(a) or a Change of Control of Mobility or Google, any pre-existing or later acquired operations, businesses, products, product lines or services of the securities that may acquiring party shall not be entitled licensed pursuant to vote this Agreement under any Licensed GIC Intellectual Property. (c) Following a permitted assignment pursuant to Section 2.5(a)(ii), (i) any pre-existing or later acquired operations, businesses, products, product lines or services of the party acquiring the Mobility Divested Entity and its Affiliates shall not be licensed pursuant to this Agreement under any Licensed GIC Intellectual Property, (ii) the licensed products and services for purposes of the election license rights assigned pursuant to Section 2.5(a)(ii) shall be limited to only those products and services within the field of the relevant Mobility Divested Entity and limited further to only such products and services made by the Mobility Divested Entity or, in accordance with Section 2.3, by contractors of the Mobility Divested Entity, (iii) all license rights assigned pursuant to Section 2.5(a)(ii) will automatically terminate on the date when the operations of the relevant Mobility Divested Entity are integrated with the acquiring party’s other business or product lines or the Mobility Divested Entity otherwise ceases to operate as an independent entity or division, (iv) the assignee pursuant to Section 2.5(a)(ii) shall have no right to further assign the rights and obligations assigned to it under this Agreement in whole or in part and (v) Google, Mobility and their Subsidiaries shall retain no rights or licenses with respect to any product or service categories of the products and services of the Mobility Divested Entity at the time of its sale. (d) As a condition to any assignment or Change of Control which is permitted under this Section 3.5, (i) Mobility shall provide written notice to Arris identifying the assignee or acquirer of Control and, in the case of assignment pursuant to Section 3.5(a)(ii), the Mobility Divested Entity and its products and services, (ii) such assignee or acquirer shall agree in writing to assume all applicable obligations of Mobility or Google, as applicable, hereunder and, with respect to any Licensed Mobility Intellectual Property assigned to or acquired by such assignee or acquirer, under the license of Section 3.1, and (iii) Mobility or Google, as applicable, shall not be relieved of any such member of its accrued obligations hereunder. (e) Any attempted assignment in such entity immediately following such transaction(s)violation of this Section 3.5 shall be void and of no effect.

Assignment and Change of Control. A. Seller 21.1 This Agreement and the licenses herein granted shall not be binding upon and inure to the benefit of the parties and their respective permitted assignees and successors in interest. Neither this Agreement nor any interest hereunder shall cause its affiliates not tobe assignable by a party without the prior written consent of the other party and any attempted assignment contrary to this Paragraph 21.1 shall be void and without force and effect. Notwithstanding the foregoing, directly, indirectly, voluntarily or involuntarily, in each case, whether by transfer, operation of law, Change of Control (as defined in subparagraph b below) or otherwise a party may assign this order, assign any Agreement and all of its rights and obligations hereunder to any AFFILIATE or interest to any THIRD PARTY in this order, delegate any connection with the transfer or sale of its obligations under this order, or subcontract for all or substantially all of its performance business, or to which it may transfer all or substantially all of its assets to which this order (eachAgreement relates, an “Assignment”)or in the event of its merger, consolidation, change in control or similar transaction, without Buyer’s prior written obtaining the consent after advance written notice by Seller. No purported Assignmentof the other party, with provided that the assigning party remains liable under this Agreement and that the THIRD PARTY assignee or without Buyer’s consent, shall relieve Seller of any surviving entity assumes in writing all of its obligations under this order Agreement. 21.2 Notwithstanding Paragraph 21.1, (a) if CAT is acquired by a Pharmaceutical Company (as defined below), transfers or prejudice any rights or claims that Buyer may have against Seller, whether such obligations, rights or claims, as the case may be, arise before or after the date of any purported Assignment; provided however, that Seller may assign its right to monies due or to become due under this order, and this Article does not limit Seller’s ability to purchase standard commercial supplies or raw material in connection with its performance of this order B. For purposes of this order, the term “Change in Control” shall mean any of the following, whether in a single transaction or a series of related transactions and whether or not Seller is a party thereto: i. a sale, conveyance, transfer, distribution, lease, assignment, license or other disposition of sells all or substantially all of the assets of Seller; ii. any consolidation or merger of Seller its business or its controlling affiliatesassets to which this Agreement relates to such a company, any dissolution or in the event of Seller its merger, consolidation, change in control or similar transaction with such a company, then CAT shall have no further ability to require HGS to search its database as provided in Paragraph 7.4, but CAT shall still have the right to designate CAT RESEARCH ANTIGENS based on information available in public databases or other databases to which CAT may have lawful access; and (b) if HGS is acquired by a Pharmaceutical Company, transfers or sells all or substantially all of its business or its controlling affiliatesassets to which this Agreement relates to such a company, or any reorganization in the event of one or more of Seller or its controlling affiliates; or iii. any salemerger, transferconsolidation, issuance, or disposition of any equity securities or securities or instruments convertible or exchangeable for equity securities (collectively, “securities”) of Seller or its controlling affiliates change in which holders of all of the securities that may be entitled to vote for the election of any member of a board of directors control or similar governing body transaction with such a company, HGS shall no longer have the right to grant a license to a THIRD PARTY for an antibody pursuant to Paragraph 2.7, although HGS shall have the right to grant such a license if HGS exercises its option under Article 3 and such license is subject to the terms and conditions of Seller such option. For the purposes of this paragraph, a Pharmaceutical Company shall mean a pharmaceutical or such controlling affiliate immediately prior to such transaction(s) hold less than fifty percent (50%) biotechnology company whose business includes any material segment involved in the discovery, development and/or enhancement of pharmaceutical products and their subsequent licensing, production, distribution and/or sale and/or the securities that may be entitled to vote for the election carrying out of any such member in such entity immediately following such transaction(s)biological, chemical, biochemical, pharmaceutical, medical and/or scientific research.

Assignment and Change of Control. A. Seller shall not and shall cause its affiliates not to, directly, indirectly, voluntarily or involuntarily, in each case, whether by transfer, operation of law, Change of Control (as defined in subparagraph b below) or otherwise assign this order, assign any of its rights or interest in this order, delegate any of its obligations under this order, or subcontract for all or substantially all of its performance of this order (each, an “Assignment”), without Buyer’s prior written consent after advance written notice by Seller. No purported Assignment, with or without Buyer’s consent, shall relieve Seller of any of its obligations under this order or prejudice any rights or claims that Buyer may have against Seller, whether such obligations, rights or claims, as the case may be, arise before or after the date of any purported Assignment; provided however, that Seller may assign its right to monies due or to become due under this order, and this Article does not limit Seller’s ability to purchase standard commercial supplies or raw material in connection with its performance of this order B. For purposes of this order, the term “Change in Control” shall mean any of the following, whether in a single transaction or a series of related transactions and whether or not Seller is a party thereto: i. a sale, conveyance, transfer, distribution, lease, assignment, license or other disposition of all or substantially all of the assets of Seller; ii. any consolidation or merger of Seller or its controlling affiliates, any a ny dissolution of Seller or its controlling affiliates, or any reorganization of one or more of Seller or its controlling affiliates; or iii. any sale, transfer, issuance, or disposition of any equity securities or securities or instruments convertible or exchangeable for equity securities (collectively, “securities”) of Seller or its controlling affiliates in which holders of all of the securities that may be entitled to vote for the election of any member of a board of directors or similar governing body of Seller or such controlling affiliate immediately prior to such transaction(s) hold less than fifty percent (50%) of the securities that may be entitled to vote for the election of any such member in such entity immediately following such transaction(s).

Assignment and Change of Control. A. Seller shall not and shall cause its affiliates not to14.3.1 Except as expressly permitted in this Agreement, directly, indirectly, voluntarily or involuntarily, in each case, whether by transfer, operation of law, Change of Control (as defined in subparagraph b below) or otherwise neither Party may assign this order, assign any of its rights or interest in this orderAgreement, delegate any of its obligations under this orderAgreement, whether by operation of law or subcontract for otherwise, in whole or in part, without the prior written consent of the other Party, except that each Party shall have the right, without such consent, to assign any or all of its rights and delegate any or all of its obligations hereunder to any of its Affiliates or to any successor in interest (whether by merger, acquisition, asset purchase or otherwise) to all or substantially all of its business to which this Agreement relates; provided that the assigning or delegating Party shall provide written notice to the other Party within [*] after such assignment or delegation and shall remain primarily liable for the performance of this order (eachits assignee or delegate. Notwithstanding the foregoing, an “Assignment”)DiCE shall be free, without Buyer’s prior written consent after advance written notice by Seller. No purported Assignment, with or without BuyerSanofi’s consent, shall relieve Seller of to assign or transfer to any Third Party selected by DiCE all or any portion of its interests in any payments due it from Sanofi hereunder, as provided in Section 7.7. Any permitted successor of a Party or any permitted assignee of all of a Party’s rights under this Agreement that has also assumed all of such Party’s obligations hereunder in writing shall, upon any such succession or assignment and assumption, be deemed to be a party to this Agreement as though named herein in substitution for the assigning Party, whereupon the assigning Party shall cease to be a party to this Agreement and shall cease to have any rights or obligations under this order Agreement. All validly assigned rights of a Party shall inure to the benefit of and be enforceable by, and all validly delegated obligations of such Party shall be binding on and be enforceable against, the permitted successors and assigns of such Party. Any attempted assignment or prejudice delegation in violation of this Section 14.3.1 shall be void and of no effect. 14.3.2 No later than [*] following the earlier of the first public announcement of the execution of any rights transaction with respect to a Change of Control of DiCE or claims that Buyer may have against Sellerthe closing date of such a transaction, whether DiCE shall notify Sanofi in writing and identify the counterparty to the transaction (the “Third Party Acquirer”). In such obligationsa case, rights or claimseffective as of the later of (a) a notice from Sanofi pursuant to this Section 14.3.2 and (b) the closing of such a transaction, as Sanofi may, in its sole discretion and by written notice to DiCE, except in the case may beof a Change of Control transaction in which the Third Party Acquirer is a Non-Competitive Acquirer, arise before or after require DiCE and the date Third Party Acquirer and its Affiliates (“Third Party Acquirer Family”) to adopt reasonable procedures, including firewalls, to prevent disclosure of any purported Assignment; provided howeverConfidential Information of Sanofi and its Affiliates (including the Sanofi Know-How) and the Licensed Know-How to the Third Party Acquirer Family (other than DiCE and its Affiliates) and to prevent the Third Party Acquirer Family (other than DiCE and its Affiliates) from involvement in the Development, that Seller may assign its right to monies due or to become due under this order, Commercialization and this Article does not limit Seller’s ability to purchase standard commercial supplies or raw material Manufacture of the Collaboration Products. In the case in connection with its performance of this order B. For purposes of this orderwhich DiCE is acquired by a Third Party Acquirer, the term “Change in Control” shall mean any of rights to Information and Inventions controlled by the following, whether in a single transaction or a series of related transactions and whether or not Seller is a party thereto: i. a sale, conveyance, transfer, distribution, lease, assignment, license or other disposition of all or substantially all of the assets of Seller; ii. any consolidation or merger of Seller or its controlling affiliates, any dissolution of Seller or its controlling affiliates, or any reorganization of one or more of Seller or its controlling affiliates; or iii. any sale, transfer, issuance, or disposition of any equity securities or securities or instruments convertible or exchangeable for equity securities (collectively, “securities”) of Seller or its controlling affiliates in which holders of all of the securities that may be entitled to vote for the election of any member of a board of directors or similar governing body of Seller or such controlling affiliate Third Party Acquirer Family immediately prior to such transaction(s) hold less than fifty percent (50%) the closing of the securities that may Change of Control transaction shall be entitled automatically excluded from the rights licensed or granted to vote for the election of any such member in such entity immediately following such transaction(s)other Party under this Agreement.

Assignment and Change of Control. A. Seller shall not and shall cause its affiliates not to, directly, indirectly, voluntarily or involuntarily, in each case, whether by transfer, operation of law, Change of Control (as defined in subparagraph b belowa) or otherwise Neither GIC nor Arris may assign this order, assign Agreement or any of its rights or interest obligations hereunder, in whole or in part, to any Person without the prior written consent of Mobility. Notwithstanding the foregoing, subject to the restrictions set forth in Sections 2.5(b)-(e), Arris may (i) assign this order, delegate any Agreement and all of its rights and obligations under this orderhereunder in whole (but not in part), or subcontract for without Mobility’s consent, in connection with the sale of all or substantially all of its performance and its Subsidiaries’ assets, or GIC’s or its Subsidiaries’ assets, to which, at the time of such sale, the licenses granted under ARTICLE II pertain and (ii) assign this order (each, an “Assignment”)Agreement and its rights and obligations hereunder in part, without Buyer’s prior written consent after advance written notice by Seller. No purported Assignment, with or without BuyerMobility’s consent, in connection with the sale of a division of the Business with aggregate revenue (from the sale or provision of products and services included in such division) in excess of $100,000,000 in the full calendar year prior to such sale (a “Divested Entity”); provided that Arris may exercise its right to assign its rights and obligations hereunder in part pursuant to this clause (ii) only two (2) times (namely, in connection with the sale of two Divested Entities). (b) Following a permitted assignment by Arris pursuant to Section 2.5(a)(i) or a Change of Control of Arris or GIC, any pre-existing or later acquired operations, businesses, products, product lines or services of the acquiring party shall relieve Seller not be licensed pursuant to this Agreement under any Licensed Mobility Intellectual Property (irrespective of whether or not they constitute Licensed Retained Products or Licensed Mobility Patent Products). (c) Following a permitted assignment by Arris pursuant to Section 2.5(a)(ii), (i) any pre-existing or later acquired operations, businesses, products, product lines or services of the party acquiring the Divested Entity and its Affiliates shall not be licensed pursuant to this Agreement under any Licensed Mobility Intellectual Property (irrespective of whether or not they constitute Licensed Retained Products or Licensed Mobility Patent Products), (ii) “Licensed Mobility Patent Products” and “Licensed Retained Products” for purposes of the license rights assigned pursuant to Section 2.5(a)(ii) shall be limited to only those products and services manufactured, offered for sale, sold or imported by the relevant Divested Entity at the time of its sale and extensions thereof that are within the field of the relevant Divested Entity which field shall be, for the avoidance of doubt, no broader than the Field of Use; and in each case limited further to only such products and services made by the Divested Entity or, in accordance with Section 2.3, by contractors of the Divested Entity, (iii) all license rights assigned pursuant to Section 2.5(a)(ii) will automatically terminate on the date when the operations of the relevant Divested Entity are integrated with the acquiring party’s other business or product lines or the Divested Entity otherwise ceases to operate as an independent entity or division, (iv) the assignee pursuant to Section 2.5(a)(ii) shall have no right to further assign the rights and obligations assigned to it under this Agreement in whole or in part and (v) [Argon], GIC and their Subsidiaries shall retain no rights or licenses with respect to any product or service categories of the products and services of the Divested Entity at the time of its sale. (d) As a condition to any assignment or Change of Control which is permitted under this Section 2.5, (i) Arris shall provide written notice to Mobility identifying the assignee or acquirer of Control and, in the case of assignment pursuant to Section 2.5(a)(ii), the Divested Entity and its products and services, (ii) such assignee or acquiring party shall agree in writing to assume all applicable obligations of Home hereunder and, with respect to any Licensed GIC Intellectual Property assigned to or acquired by such assignee or acquiring party, under the license of Section 3.1 and (iii) Home shall not be relieved of any of its accrued obligations under hereunder. (e) Notwithstanding anything to the contrary in this order Section 2.5, upon a Change of Control or prejudice any rights or claims that Buyer may have against Seller, whether such obligations, rights or claims, as the case may be, arise before or after the date of any purported Assignment; provided however, that Seller may assign its right to monies due or to become due under this order, and this Article does not limit Seller’s ability to purchase standard commercial supplies or raw material in connection with its performance of this order B. For purposes of this order, the term “Change in Control” shall mean any of the following, whether in a single transaction or a series of related transactions and whether or not Seller is a party thereto: i. a sale, conveyance, transfer, distribution, lease, assignment, license or other disposition sale of all or substantially all of the assets of Seller; ii. any consolidation GIC (independent of a Change of Control or merger sale of Seller all or its controlling affiliates, any dissolution of Seller or its controlling affiliates, or any reorganization of one or more of Seller or its controlling affiliates; or iii. any sale, transfer, issuance, or disposition of any equity securities or securities or instruments convertible or exchangeable for equity securities (collectively, “securities”) of Seller or its controlling affiliates in which holders of substantially all of the securities that may be entitled assets of Arris), Arris shall elect either (i) to vote for retain all rights granted under this ARTICLE II (in which case all rights granted under this ARTICLE II to GIC and its Subsidiaries shall automatically terminate upon such Change of Control or sale and Arris shall not have the election right pursuant to Section 2.5(a) to assign this Agreement and the rights and obligations hereunder to the party acquiring such assets or control) or (ii) to assign this Agreement and all of any member its rights and obligations hereunder in whole (but not in part) to the party acquiring such assets or control (in which case all right grants under this ARTICLE II to Arris and its Subsidiaries (other than GIC and its Subsidiaries) shall automatically terminate upon such Change of a board of directors Control or similar governing body of Seller or such controlling affiliate immediately prior to such transaction(s) hold less than fifty percent (50%) of the securities that may be entitled to vote for the election of any such member in such entity immediately following such transaction(ssale). (f) Any attempted assignment in violation of this Section 2.5 shall be void and of no effect.