Common use of Assignment; Change of Control Clause in Contracts

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.3, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party, such consent not be unreasonably withheld. Any permitted assignee under this Agreement shall assume in writing all assigned obligations of its assignor under this Agreement. All validly assigned rights of a Party shall inure to the benefit of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;

Assignment; Change of Control. 10.3.1 (a) Except as provided in this Section 10.315.5(b), this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other Party, such consent . Any attempted assignment not in accordance with the foregoing shall be unreasonably withheldnull and void and of no legal effect. Any permitted assignee under this Agreement shall assume in writing all assigned obligations of its assignor under this Agreement. All validly assigned rights The terms and conditions of a Party this Agreement shall be binding upon, and shall inure to the benefit of of, the Parties and be enforceable by, their respected successors and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be voidassigns. 10.3.2 Astellas (b) Notwithstanding the foregoing, Inovio may, without Ambit’s consentthe consent of Advaccine, (i) assign this Agreement and all its rights and obligations hereunder in whole (but not or in part) part to an Astellas AffiliateAffiliate of Inovio, or in whole to Astellas’s successor its successor-in-interest in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to connection with the sale of all or substantially all the business of its stock or its assets to which this Agreement relates, or in connection with a merger, acquisition or similar transaction; (ii) sell or otherwise assign to any Third Party Inovio’s right to receive any payment (or portion thereof) from Advaccine under this Agreement, and/or (iii) grant a security interest in its rights, title and interest in, to and under this Agreement. In addition, Astellas may, without Ambit’s consent, perform If Inovio sells or assigns to any Third Party a right to receive a portion or all of its obligations and exercise any or all of its rights payments under this Agreement, such Third Party shall also have the right to receive the information received by Inovio pursuant to this Agreement through and to conduct audits in accordance with Section 8.8 and Advaccine shall, at Inovio’s request, cooperate to facilitate the provision of any such information and the payment of Astellas’s Affiliatesany such amounts directly to such Third Party. 10.3.3 Ambit may(c) Notwithstanding the foregoing, Advaccine may without Astellas’s consentconsent of Inovio, assign this Agreement and all or delegate its rights and obligations hereunder in whole or in part to an Affiliate of Advaccine (but not provided that in part) such case, Advaccine shall inform Inovio of such assignment or delegation and remain responsible for the performance of its Affiliate under this Agreement), or in whole to Ambit’s successor its successor-in-interest in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to connection with the sale of all or substantially all the business of its stock or its assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;in connection with a merger, acquisition or similar transaction.

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.320.4 (Assignment; Change of Control), this Agreement may not be assigned or otherwise transferred, whether by operation of law or otherwise, nor may any right or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other Party; provided, however, that (and notwithstanding anything in this Agreement to the contrary) either Party may, without such consent, assign or transfer this Agreement and its rights and obligations hereunder in whole or in part: (a) to its successor in interest in the transfer or sale of (i) all or substantially all of its assets or business or (ii) all or substantially all of its assets or business related to the subject matter of this Agreement; or (b) to its successor in interest in a merger or consolidation (or similar transaction) of the assigning or transferring Party, including any Change of Control transaction; provided, that in each case, such Party will provide written notice to the other Party within thirty (30) days after the closing of any such transaction(s). Any (A) successor of either Party or (B) assignee of all of either Party’s rights under this Agreement that has also assumed all of such Party’s obligations hereunder in writing and notified the other Party of such assumption will, in each case (A) and (B), upon any such succession or assignment and assumption, as applicable, be deemed to be a “Party” to this Agreement as though named herein in substitution for such Party, whereupon such Party will cease to be a “Party” to this Agreement and will cease to have any rights or obligations hereunder. In addition, each Party will have the right, without the consent of the other Party, such consent not be unreasonably withheld. Any permitted assignee under this Agreement shall assume in writing to assign any or all assigned obligations of its assignor under this Agreement. All validly assigned rights and delegate any or all of a Party shall inure its obligations hereunder to any of its Affiliates; provided, that notwithstanding anything herein to the benefit of and be enforceable bycontrary, and all validly assigned obligations of such Party shall will be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations with any such Affiliate assignee under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall 20.4 (Assignment; Change of Control) will be void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;

Assignment; Change of Control. 10.3.1 13.2.1 Except as provided in this Section 10.313.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the written consent of the other Party. 13.2.2 Each Party may, such without the written consent not be unreasonably withheld. Any permitted assignee under of but upon written notice to the other Party, assign this Agreement shall assume and its rights and obligations hereunder in writing all assigned whole or in part (a) to a Party’s Affiliate capable of performing its obligations of its assignor under this Agreement. All validly assigned rights hereunder, or (b) to a successor-in-interest as a result of a Party shall inure to merger or acquisition of a Party, or in connection with the benefit sale of and be enforceable by, and all validly assigned obligations of substantially all of the assets or stock of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under to which this AgreementAgreement pertains. Any attempted assignment not in accordance with this Section 10.3 13.2 shall be void. 10.3.2 Astellas may13.2.3 If, without Ambit’s consentduring the Term, assign FivePrime is acquired by, or merges with, a Third Party that is, at the time of the consummation of such acquisition or merger, a top *** pharmaceutical company (as measured by annual revenue) that is a direct competitor of GSK (such acquiror or merger partner, an “Acquiror”, and such event, a “Change of Control”), then: (a) in the event such Change of Control occurs during the Research Program Term, the Parties shall complete the Research Program as described in this Agreement and all its rights and obligations hereunder in whole (but not in part) FivePrime shall establish appropriate firewalls to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all prohibit the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion sharing of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have FivePrime Collaboration Know-How (including the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination nature and scope of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) Research Program conducted by FivePrime under this Agreement), except with any other individual within the Acquiror that (A) is involved in any manner in a research or development program that is directly competitive to the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) Research Program hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(sb) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information event GSK has already exercised its Selection Option with respect to commercialization activities for the U.S.any Target, and (C) Astellas this Agreement shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter remain effective on its original terms with respect to its commercialization activities in such Committed Lead Target, except for the U.S; following: (ivi) For clarity, nothing contained herein is intended or GSK’s reporting obligations under Section 5.2 shall be construed reduced, such that GSK’s sole reporting obligation shall be to be in derogation state the level of Astellas’s obligations staffing and resources committed by GSK for such Committed Lead Target or Licensed Products during the Calendar Quarter for which such report applies and to use confirm that GSK has used Commercially Reasonable Efforts to commercialize during the applicable Product(s) in the U.S. Calendar Quarter as required pursuant to this Agreement; and (ii) in the event FivePrime exercises its audit rights under Section 3.6.16.7, the accounting firm engaged by FivePrime shall only disclose to FivePrime whether the royalty reports are correct or Ambit’s right to conduct audits pursuant to Section 4.6;incorrect and the amount of any discrepancy.

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.3, this Subscriber shall not assign or transfer an Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other Partyapplicable Provider, and any attempted assignment or transfer shall be null and void and shall constitute a material breach of such consent Agreement. In addition to and notwithstanding the foregoing, if the ownership of Subscriber at any time shall pass out of the majority control of its then-current owners by sale of stock or assets, merger or otherwise during the Term, Subscriber shall notify each Provider in writing of such change of control event no later than thirty (30) days following the effective date of any such event. Each Provider shall then have the right to terminate its Agreement by providing a written notice to Subscriber within sixty (60) days following the receipt of such notice of change of control, if in such Provider’s reasonable opinion the new owner of Subscriber: (i) is a competitor of such Provider; or (ii) presents a substantial risk to such Provider’s reputation, Intellectual Property Rights, or ability to collect payment hereunder. If a Provider elects not be unreasonably withheld. Any permitted assignee under this to exercise the foregoing termination right, any successor-in-interest to the applicable Agreement as a result of the change of control shall assume in writing all assigned rights and obligations of its assignor Subscriber under this Agreement. All validly assigned rights of a Party such Agreement and shall inure be responsible for adhering to the benefit terms thereof. The applicable Provider may assign all or part of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) under an Agreement to an Astellas Affiliate, any of its Affiliates or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) any entity which succeeds to all or substantially all of the assets and business or assets to which this Agreement relates. In additionof such Provider, Astellas mayprovided that, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion case of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of assignment by such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of AmbitProvider, the following shall apply from assignee agrees in writing to assume the obligations under, and after to be bound by the provisions of, such Agreement that have been assigned. On the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under any valid assignment pursuant to this AgreementSection 14(d), except that (A) the Parties assignor shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with released from all obligations and liabilities arising under the applicable financial terms and conditions Agreement or, in case of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize partial assignment by the applicable Product(s) in Provider, from all obligations and liabilities arising from the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;parts of such Agreement that have been assigned.

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.3Section, this Agreement may not be assigned or otherwise transferred, nor may any right rights or obligation obligations hereunder be assigned or transferred, by either Party Party, whether in a merger, sale of stock, sale of assets or other transaction, without the written consent of the other Party. Notwithstanding the foregoing, such consent not be unreasonably withheld(i) CytoDyn may, without American Regent’s consent, assign this Agreement and its rights and obligations hereunder in whole or in part to (a) a CytoDyn Affiliate or (b) to a Third Party in connection with a Change of Control of CytoDyn and (ii) subject to Section 9.2(e), American Regent may, without CytoDyn’s consent, assign this Agreement and its rights and obligations hereunder to a Third Party in connection with a Change of Control of American Regent. Any permitted assignee under this Agreement shall assume in writing all assigned obligations of its assignor under this Agreement. All validly assigned rights of a Party shall inure to the benefit of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void. 10.3.2 Astellas may. Notwithstanding the foregoing, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all event of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of AmbitAmerican Regent, CytoDyn shall have the right to require American Regent (including the Person who acquired American Regent in the Change of Control, if any), to exercise one or more adopt procedures as reasonably requested by CytoDyn to prevent the disclosure of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised all CytoDyn Confidential Information beyond American Regent personnel having access to and knowledge of CytoDyn Confidential Information prior to the date Change of Control and to control the dissemination of CytoDyn Confidential Information disclosed after the Change of Control. The purposes of such Astellas termination; procedures shall be to strictly limit such disclosures to only those personnel having a need to know CytoDyn Confidential Information in order for American Regent to perform its obligations under this Agreement and to prohibit the use of CytoDyn Confidential Information for competitive reasons against CytoDyn (band its Affiliates) Terminate any existing Co-Promotion Agreementproducts, provided however that including the use of CytoDyn Confidential Information for the development or commercialization of competing products in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties American Regent. This Agreement shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms binding on, and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect inure to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrarybenefit of, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related each Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support its permitted successors and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;assigns.

Assignment; Change of Control. 10.3.1 12.2.1 Except as provided in this Section 10.312.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the written consent of the other Party. 12.2.2 Each Party may, such without the written consent not be unreasonably withheld. Any permitted assignee under of but upon written notice to the other Party, assign this Agreement shall assume and its rights and obligations hereunder in writing all assigned whole or in part (a) to a Party’s Affiliate capable of performing its obligations of its assignor under this Agreement. All validly assigned rights hereunder, or (b) to a successor-in-interest as a result of a Party shall inure to merger or acquisition of a Party, or in connection with the benefit sale of and be enforceable by, and all validly assigned obligations of substantially all of the assets or stock of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under to which this AgreementAgreement pertains. Any attempted assignment not in accordance with this Section 10.3 12.2 shall be void. 10.3.2 Astellas may12.2.3 If, without Ambit’s consentduring the Term, assign FivePrime is acquired by, or merges with, a Third Party that is, at the time of the consummation of such acquisition or merger, a top *** pharmaceutical company (as measured by annual revenue) that is a direct competitor of GSK (such acquiror or merger partner, an “Acquiror”, and such event, a “Change of Control”), then: (a) in the event such Change of Control occurs during the Research Program Term, the Parties shall complete the Research Program as described in this Agreement and all its rights and obligations hereunder in whole (but not in part) FivePrime shall establish appropriate firewalls to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all prohibit the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion sharing of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have FivePrime Collaboration Know-How (including the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination nature and scope of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) Research Program conducted by FivePrime under this Agreement), except with any other individual within the Acquiror that (A) is involved in any manner in a research or development program that is directly competitive to the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) Research Program hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(sb) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information event GSK has already exercised its Selection Option with respect to commercialization activities for any Target, the U.S., and (C) Astellas Agreement shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter remain effective on its original terms with respect to its commercialization activities in such Committed Lead Target, except for the U.S; following: (ivi) For clarity, nothing contained herein is intended or GSK’s reporting obligations under Section 5.2 shall be construed reduced, such that GSK’s sole reporting obligation shall be to be in derogation state the level of Astellas’s obligations staffing and resources committed by GSK for such Committed Lead Target and/or Licensed Products during the Calendar Quarter for which such report applies and to use confirm that GSK has used Commercially Reasonable Efforts to commercialize during the applicable Product(s) in the U.S. Calendar Quarter as required pursuant to this Agreement; and (ii) in the event FivePrime exercises its audit rights under Section 3.6.16.7, the accounting firm engaged by FivePrime shall only disclose to FivePrime whether the royalty reports are correct or Ambit’s right to conduct audits pursuant to Section 4.6;incorrect and the amount of any discrepancy.

Assignment; Change of Control. 10.3.1 (a) Except as otherwise provided in this Section 10.3Agreement, neither this Agreement may not nor any interest hereunder shall be assigned or otherwise transferred, nor may assignable by any right or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other Party, such Party (which consent shall not be unreasonably withheld. Any permitted assignee under withheld or delayed following the conclusion of the Project); provided, however, (i) the assignment of this Agreement by operation of law pursuant to a merger or consolidation of either Party with or into any Third Party shall, regardless of the identity of the surviving entity to such merger or consolidation, not be deemed an assignment in violation of this Section 20.2, (ii) either Party, without such consent, may assign its rights and delegate its duties hereunder to an Affiliate thereof without obtaining such consent, provided that the assigning Party agrees to remain primarily (and not secondarily or derivatively) liable for the full and timely performance by such Affiliate of all its obligations hereunder, and (iii) either Party, without such consent, may assign its rights and delegate its duties hereunder to a successor entity or acquirer, provided that the assigning Party agrees to remain primarily (and not secondarily or derivatively) liable for the full and timely performance by such assignee of all its obligations hereunder. (b) If Nektar undergoes a Change of Control, Bayer shall assume in writing all assigned obligations have the right, exercisable within [***] days of its assignor receipt of notice from Nektar of such Change of Control to do any or all of the following, (i) to terminate Nektar’s co-promotion rights under Section 7.3, 7.4 and 7.8, (ii) to treat the Shared Territory as the Royalty Territory for purposes of the payments to be made under Section 8.4(a), (b), (c), (e) and (f) and Sections 8.5-8.10 (but not for purposes of Section 8.4(d)) under this Agreement, provided that the Net Sales in the Shared Territory shall not be aggregated with Net Sales in the Royalty Territory for purposes of payments to made under Section 8.4(a)), and further provided that the royalty rate applicable to the Shared Territory under Section 8.4(a) shall be fixed at [***] of annual Net Sales in the Shared Territory [***] (a “Royalty Conversion”), and/or (iii) to terminate Nektar’s participation in the GPT, GBT, and RBU in which case the Parties shall form new committees to govern the Commercialization and Development, respectively, of the Product, each of which committees has equal representation by each of Bayer and Nektar and which shall operate as set forth in Sections 3.4(c), 3.5(c), and 3.6(c), respectively, with such newly formed committees having the responsibilities formerly held by the GPT, GBT, and RBU, respectively. All validly assigned rights If Bayer elects a Royalty Conversion, Nektar would thereafter no longer be obligated to bear any portion of Allowable Expenses and would not be entitled to participate in Product Profit and Loss under Section 8.2(b)(i). In such event, (A) Nektar shall thereafter be solely responsible for the payment of all amounts [***] with respect to the Territory, and (B) all of the Parties’ payment obligations, other than those relating to Product Profit and Loss and Allowable Expenses, as set forth in this Agreement will continue to apply. For clarity, milestone payments payable to Nektar pursuant to Section 8.4(d) shall not accrue based on sales in the Shared Territory. (c) This Agreement shall be binding upon and inure to the successors and permitted assignees of the Parties and the name of a Party shall inure to the benefit of and be enforceable by, and all validly assigned obligations of such Party appearing herein shall be binding on and enforceable against, each permitted assignee deemed to include the names of such Party; provided that such Party shall remain jointly ’s successor’s and severally liable for permitted assigns to the performance extent necessary to carry out the intent of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 20.2 shall be void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.310.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party. Notwithstanding the foregoing, Merck may, without Chimerix’s consent, assign this Agreement and its rights and obligations hereunder in whole or in part to (i) a Merck Affiliate (provided that Merck shall remain fully liable under this Agreement) or (ii) in connection with a Change of Control of Merck. Chimerix may, without Merck’s consent, assign this Agreement and its rights and obligations to (a) a Chimerix Affiliate (provided that Chimerix shall remain fully liable under this Agreement) or (b) in connection with a Change of Control of Chimerix; provided, however, that Chimerix must notify Merck upon completion of any such consent Change of Control, and Merck shall have the right (but not the obligation), at any time during the six (6) months after receipt of such notice, to elect any one or more of the following options: (X) require Chimerix, including its acquiring party, to adopt reasonable procedures to be unreasonably withheldagreed upon in writing with Merck to prevent the disclosure of all Confidential Information of Merck and its Affiliates and other information with respect to the development and commercialization of Compounds or Products (the “Sensitive Information”) beyond Chimerix personnel having access to and knowledge of Sensitive Information prior to the Chimerix Change of Control, and to control the dissemination of Sensitive Information disclosed after the Chimerix Change of Control, which procedures shall include reasonable restrictions on the scope of any Sensitive Information to be provided by Merck; (Y) terminate Chimerix’s involvement on the Committee; and/or (Z) limit Merck’s obligation to provide any reports hereunder to providing just royalty reports pursuant to Article 5 with respect to Merck’s total worldwide royalty obligations. Any permitted assignee under this Agreement shall assume in writing all assigned obligations of its assignor under this Agreement. All validly assigned rights of a Party shall inure to the benefit of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 10.2 shall be void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.3, (a) Neither Party may assign this Agreement may not be assigned or otherwise transferredany of its rights or obligations hereunder, nor may except as expressly permitted hereunder, or delegate any right of its obligations under this Agreement, whether by operation of law or obligation hereunder be assigned otherwise, in whole or transferredin part, by either Party without the consent of the other Party, such except as follows: (i) Sanofi may, without consent of RevMed, assign this Agreement or its rights and obligations hereunder in whole or in part to any Affiliate of Sanofi, and RevMed may, with the consent of Sanofi (not to be unreasonably withheld, delayed or conditioned), assign this Agreement or its rights and obligations hereunder in whole or in part to any Affiliate of RevMed; and (ii) Either Party may, without consent of the other Party, assign this Agreement in whole to (i) in the case of RevMed, its successor in interest or assignee or purchaser, as applicable, in the case of a Change of Control or (ii) in the case of Sanofi, its successor in interest or assignee or purchaser, as applicable, in connection with the sale of all or substantially all of its assets to which this Agreement relates, or in connection with a merger, acquisition or similar transaction. In the case of Sanofi the intellectual property owned or controlled by any such successor in interest or assignee or purchaser (such successor in interest or assignee or purchaser, as applicable, an “Acquiror”) or its Acquiror Family prior to the applicable Change of Control or other similar transaction immediately prior to such acquisition (other than as a result of a license from the acquired Party) or thereafter developed outside the scope of this Agreement in accordance with this Agreement shall be excluded from [***] and the Acquiror Family shall be excluded from “Affiliate” solely for purposes of the applicable components of the intellectual property definitions set forth herein. In the case of RevMed, the intellectual property owned or controlled by any such Acquiror or its Acquiror Family prior to the applicable Change of Control or other similar transaction immediately prior to such acquisition (other than as a result of a license from the acquired Party) or is thereafter developed outside the scope of this Agreement in accordance with this Agreement shall be excluded from the RevMed Licensed Technology, in each case only for so long as the remainder of the conditions of this Section 15.2 are met, and the Acquiror Family shall be excluded from “Affiliate” solely for purposes of the applicable components of the intellectual property definitions set forth herein, in all such cases if and only if: (A) the acquired Party remains a wholly-owned subsidiary of the Acquiror; (B) all intellectual property of the Acquired Party Family and all research and development assets and operations of the Acquired Party Family, in each case relating to SHP2 Inhibitors and Products, remain with the Acquired Party Family and are not licensed or otherwise transferred to the Acquiror Party Family for any purpose; (C) the scientific and Development activities with respect to SHP2 Inhibitors and Products of the Acquired Party Family and Competing Products of the Acquiror Family (if any) are maintained separate and distinct, and (D) there is no exchange of Know-How relating to SHP2 Inhibitors and Products between the Acquired Party Family and the Acquiror Family. Any attempted assignment not in accordance with this Section 15.2 shall be null and void and of no legal effect. Any permitted assignee under this Agreement shall assume in writing all assigned obligations of its assignor under this Agreement. All validly assigned rights of a Party shall inure to the benefit of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; shall be binding upon, and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect inure to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to benefit of, the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any Parties and all costs (internal their respected successors and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) permitted assigns. For clarity, nothing contained herein is intended or any assignment by Sanofi shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant subject to Section 3.6.19.7(a). (b) Except as part of a transaction permitted under this Section 15.2, in no event shall RevMed assign or transfer, or Ambit’s right agree to conduct audits pursuant assign or transfer to Section 4.6;any Third Party, any or all of the RevMed Licensed Patents without the consent of Sanofi, not be unreasonably withheld or conditioned.

Assignment; Change of Control. 10.3.1 Except as provided 13.4.1. Without the prior written consent of the Licensors, in this Section 10.3the case of Merck, or Merck, in the case of Licensors, no Party shall sell, transfer, assign, delegate, pledge or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder; provided, however, that any Party hereto may not be assigned assign or otherwise transferred, nor may transfer this Agreement or any right of its rights or obligation obligations hereunder be assigned or transferred, by either Party without the consent of the other Party, such consent not be unreasonably withheld. Any permitted assignee under this Agreement shall assume in writing all assigned obligations of its assignor under this Agreement. All validly assigned rights of a Party shall inure Party(ies) (a) to the benefit of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee any Affiliate of such Party; or (b) to any Third Party with which it may merge or consolidate, or to which it may transfer all or substantially all of its assets to which this Agreement relates if in any such event (i) the assigning Party (provided that such Party shall remain it is not the surviving entity) remains jointly and severally liable for with the performance relevant Licensor Affiliate or Third Party assignee under this Agreement, (ii) if Merck assigns the Agreement to a Merck Affiliate, that Merck guarantees the payment obligations of the assigned Merck Affiliate, and (ii) the relevant Licensor Affiliate assignee, Merck Affiliate assignee, Third Party assignee or surviving entity assumes in writing all of the assigning Party’s obligations under this Agreement. Any attempted assignment not in accordance In the event that [ * ] such Licensor shall [ * ]. In the event that [ * ], Licensor shall [ * ]; provided, however that Licensor shall [ * ]. For purposes of clarification with this Section 10.3 shall be void. 10.3.2 Astellas mayrespect to subsection (b) herein, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliatea Third Party that merges or consolidates with a Party, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to which a Party transfers all or substantially all the business or of its assets to which this Agreement relates, shall not be deemed to grant the other Party to this Agreement any license or rights (including pursuant to Section 2.1.5) to such Third Party’s technology in existence as of the effective date of such merger, consolidation or transfer, unless such grant is made pursuant to a separate agreement, provided such Third Party shall maintain all licenses granted hereunder by such first Party with respect to its Patents, Information and/or Inventions licensed hereunder. Any purported assignment or transfer in violation of this Section shall be void ab initio and of no force or effect. 13.4.2. In addition, Astellas may, without Ambit’s consent, perform the event that Merck or any or all of its obligations and exercise any Affiliates merges or all of its rights under this Agreement consolidates with, is otherwise acquired by, or acquires, a Third Party (including through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control transaction), during the Term, and if such Third Party (or any of Ambit, to exercise one or more its Affiliates) (x) is as of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the effective date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreementtransaction, provided however that engaged, directly or indirectly, in the event Development, marketing and/or sale of a termination Competing Product in any country in the Territory, and (y) with respect to any Affiliate of any applicable Co-Promotion Agreement existing as Merck that engages in such a transaction, to the extent that such Affiliate remains an Affiliate of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of AmbitMerck (or its successor, the following shall apply from and if applicable) immediately after the effective date of such termination event(s): transaction, then Merck, whether as acquirer or acquiree, (or its successor as the case may be) shall, within [ * ] after consummation of such merger, consolidation, or acquisition (or other Change of Control transaction) shall notify Licensors in writing whether Merck intends to (i) The applicable Product(s[ * ] or (ii) [ * ]. If Merck, whether as acquirer or acquiree, (or its successor as the case may be) notifies Licensors in writing within such [ * ] period that [ * ] then it shall no longer constitute a Co-Promoted Product(shave [ * ]. If Merck, whether as acquirer or acquiree, (or its successor as the case may be) under this Agreementmakes [ * ] then Licensors may [ * ]. In the event that Merck, except whether as acquirer or acquiree, (or its successor as the case may be) notifies Licensors in writing within such [ * ] period that (A) [ * ] and rather [ * ] then all the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes with respect to [ * ]. 13.4.3. In the event that Medarex or any of calculating such payments as its Affiliates merges or consolidates with, is otherwise acquired by, or acquires, a Third Party (including through a Change of Control transaction), during the Term, and if such Product(sThird Party (or any of its Affiliates) were (x) is as of the effective date of such transaction, engaged, directly or indirectly, in the Development, marketing and/or sale of a Co-Promoted Product(ssmall molecule pharmaceutical product or a biological product (including a vaccine or antibody product) hereunder; in the Field in any country in the Territory, and (By) with respect to any Affiliate of Medarex that engages in such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect transaction, to the provisions thereof); extent that such Affiliate remains an Affiliate of Medarex (or its successor, if applicable) immediately after the effective date of such transaction, then Merck, shall be entitled, by providing written notice within [ * ] after consummation of such merger, consolidation, or acquisition (or other Change of Control transaction) to (i) [ * ] and (ii) Notwithstanding any other term or condition of this Agreement to the contrary[ * ]. If Merck provides such a notice, Allowed Expenses for purposes of determining such Co-Promotion Payments UMass shall be deemed to include any thereafter [ * ] and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;[ * ].

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.3, (a) Neither this Agreement nor any rights or obligations hereunder may not be assigned or otherwise transferredtransferred (whether by operation of Applicable Law, nor may any right general succession or obligation hereunder be assigned or transferred, otherwise) by either Party without the prior written consent of the other Party; provided that (i) either Party may assign this Agreement, such and its rights and obligations hereunder, to an Affiliate only with the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed), (ii) Amgen may assign this Agreement and its rights and obligations hereunder (x) in its entirety in connection with the transfer or sale of all or substantially all of the Product(s) to which this Agreement relates or (y) in part on a Product-by-Product basis subject to Section 15.1(b), and (iii) either Party may assign this Agreement, and its rights and obligations hereunder in connection with a Change of Control, which Change of Control, with respect to BeiGene, shall be subject to Section 15.1(c). Any permitted assignee under this Agreement shall assume in writing all assigned obligations of its assignor under this Agreement. All validly assigned rights of a Party shall inure to the benefit of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall Agreement will be void. 10.3.2 Astellas maynull and void ab initio. Subject to the foregoing, without Ambit’s consent, assign this Agreement and all its the rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all of the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights Parties under this Agreement through will be binding upon and inure to the benefit of the successors and permitted assigns of the Parties. Additionally, if this Agreement is assigned, in whole or in part, in accordance with its terms, then: (1) any Safety Agreement or Quality Agreement may be assigned, in whole or in part, by the assignor to the permitted assignee of Astellasthis Agreement; and (2) the assignor’s Affiliatesongoing and future obligations to the other Party under the Safety Agreement or Quality Agreement will be deemed terminated to the extent commensurate with the assignment of the corresponding obligations under this Agreement. 10.3.3 Ambit may, without Astellas’s consent, assign (b) If Amgen assigns this Agreement in part with respect to a Product only, Amgen shall provide BeiGene with prompt written notice of such assignment. Such notice shall be provided by Amgen prior to the execution of such assignment, if permitted under Applicable Laws and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether prohibited by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion terms of any agreement between Amgen and any Third Party, and otherwise as soon as practicable thereafter and, in any event, not later than […***…] following the consummation of the transaction contemplated by such transactionagreement. Further, upon any Change of Control of Ambit, Astellas BeiGene shall have the right, at in its sole discretion upon thirty (30) days prior discretion, by providing written notice at any time within three (3) months after completion […***…] of its receipt of such notice to terminate its right and obligation to Develop and Commercialize the Product and upon receipt of such notice such Product shall be deemed terminated from this Agreement, provided that […***…]. If BeiGene should fail to give such notice to Amgen within such […***…] period, BeiGene shall have no further rights to take the actions set forth in this Section 15.1(b) as a result of such assignment described in the foregoing notice. If the Parties cannot reach agreement with respect to such royalty, either Party shall have the right to refer such dispute to arbitration under Section 15.4.4. (c) If BeiGene enters into an agreement that results or that, if the transaction contemplated thereby is completed would result, in a Change of Control of AmbitBeiGene, BeiGene shall provide Amgen with prompt written notice describing such Change of Control in reasonable detail (the “BeiGene Change of Control Notice”). The BeiGene Change of Control Notice shall be provided by BeiGene prior to exercise the execution of such agreement, if permitted under Applicable Laws and not prohibited by the terms of any agreement between BeiGene and any Third Party, and otherwise as soon as practicable thereafter and, in any event, not later than […***…] following the consummation of the transaction contemplated by such agreement. Amgen shall have the right, in its sole discretion, by providing written notice within […***…] of its receipt of the BeiGene Change of Control Notice to elect one or more of the following optionsfollowing: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreementterminate BeiGene’s right to Develop and Commercialize the Products, except provided that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof)[…***…]; (ii) Notwithstanding terminate BeiGene’s right to participate in any other term or condition of this Agreement committees established pursuant to the contraryArticle 2 which committees shall, Allowed Expenses for purposes of determining such Co-Promotion Payments shall if Amgen elects, be deemed to include any disbanded and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in decisions that were the U.S. for the Product(s) that was the subject responsibility of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s);committees shall thereafter be made by Amgen; and/or (iii) Without limitation no longer provide BeiGene with certain information and reports, including copies of Key Regulatory Filings and Material Communications pursuant to the foregoingSection 3.2.3, for purposes of calculating Codata and Know-Promotion PaymentsHow pursuant to Section 3.3. If Amgen should fail to give such notice to BeiGene within such period […***…] period, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 Amgen shall have no further force or effect, and, for clarity, (x) Astellas shall rights to take the actions set forth this Section 15.1(c)as a result of the Change of Control described in the BeiGene Change of Control Notice. If the Parties cannot be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information reach agreement with respect to commercialization activities for the U.S.royalty in Section 15.1(c)(i), and (C) Astellas either Party shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant refer such dispute to arbitration under Section 4.6;15.4.4.

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.3, (a) A Party may not assign this Agreement may not be assigned or otherwise transferred, nor may any right rights or obligation obligations hereunder be assigned or transferred, by either Party without the prior written consent of the other non-assigning Party, and any attempted assignment without such consent not shall be unreasonably withheldnull and void. Any permitted assignee under Notwithstanding the foregoing, and subject to Section ‎16.2(b), either Party may assign this Agreement shall assume to (i) its successor-in-interest in writing connection with the transfer or sale of all assigned obligations or substantially all of its assignor under this Agreement. All validly assigned rights of a Party shall inure to the benefit of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee business of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganizationsale of stock, restructuring, asset purchase sale of assets or otherwisesimilar transaction; or (ii) to all or substantially all an Affiliate, provided that the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations assigning Party shall remain liable and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior responsible to the date non-assigning Party hereto for the performance and observation by such Affiliate of all such Astellas termination;duties and obligations. This Agreement shall be binding upon and, subject to the terms of this Section ‎16.2, inure to the benefit of a Party’s successors and permitted assigns. (b) Terminate any existing Co-Promotion AgreementNotwithstanding Section ‎16.2(a), provided however that in the event of a Change of Control, Pluristem shall provide a notice with respect to the consummation of such Change of Control forthwith following consummation of such event. If UTC gives Pluristem written notice of termination of any applicable Co-Promotion this Agreement existing as pursuant to this Section ‎16.2 within six months of the date of Astellas’s termination such notice, such notice shall terminate this Agreement effective on such notice with the consequences set out in accordance Section ‎13.4(c). Any public announcement filed by Pluristem with the US Securities and Exchange Commission shall constitute a notice for the purpose of this Section 10.3.3 based on Section. If, at anytime following a Change of Control Control, Pluristem or any of Ambitits Affiliates shall, directly or indirectly, alone or in collaboration, partnership or any other form of engagement with any Third Party (including joint ownership or otherwise), Develop or Commercialize in any country in the following Territory any product in the Field, then UTC shall apply from and after have the effective date of such right to terminate this Agreement by providing written notice to Pluristem, which termination event(s):shall thereupon take immediate effect with the consequences set out in Section ‎13.4(c). (ic) The applicable Product(s) In the event Change of Control, Pluristem shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall not be required to pay to one another Co-Promotion Payments share or disclose any Information that becomes in accordance with Section 3.8.5 with the applicable financial terms and conditions Control of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect Pluristem due to the provisions thereof); (ii) Notwithstanding any other term or condition event of this Agreement to the contrary, Allowed Expenses for purposes Change of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;Control.

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.3, this Agreement may not (a) Neither Party shall be assigned entitled to assign its rights or otherwise transferred, nor may any right or obligation delegate its obligations hereunder be assigned or transferred, by either Party without the express written consent of the other PartyParty hereto, such except that (i) MERCK may assign its rights and transfer its duties hereunder to an Affiliate or to any assignee of all or substantially all of its business (or that portion thereof to which this Agreement relates) or in the event of MERCK’s merger, consolidation or involvement in a similar transaction and (ii) deCODE may assign its rights and transfer its duties hereunder to an Affiliate or to any assignee of all or substantially all of its business (or that portion thereof to which this Agreement relates) or in the event of deCODE’s merger, consolidation or involvement in a similar transaction, PROVIDED HOWEVER, during the Research Program Term deCODE may not assign its rights and obligations under the Agreement without MERCK’s written consent which shall not be unreasonably withheld. Any permitted assignee under this Agreement shall assume in writing all assigned obligations of its assignor under this Agreement. All validly assigned rights of a Party shall inure to the benefit of and be enforceable by, and all validly assigned obligations of such Party It shall be binding on reasonable for MERCK to withhold consent of an assignment to a Competitor. No assignment and enforceable against, each permitted assignee of such Party; provided that such Party transfer shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not be valid or effective unless done in accordance with this Section 10.3 9.2 and unless and until the assignee/transferee shall agree in writing to be voidbound by the provisions of this Agreement. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder (b) In the event that deCODE enters into an agreement resulting in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control pursuant to which a Competitor obtains Control of AmbitdeCODE, then (1) MERCK shall have the right to exercise one or more terminate the Agreement under Section 8.3.1 and; (2) deCODE shall adopt procedures to be agreed upon in writing by MERCK to prevent the disclosure of deCODE Know-How, deCODE Information and Inventions, MERCK Information and Inventions, Joint Information and Inventions and MERCK Know-How (collectively, “Sensitive Information”) beyond the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised deCODE personnel having access to and knowledge of Sensitive Information prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control and deCODE shall adopt procedures approved in writing by MERCK to control the dissemination of Ambit, the following shall apply from and Sensitive Information disclosed after the effective date Change of Control. The purposes of all such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties procedures shall be required to pay strictly limit such disclosures to one another Co-Promotion Payments only those personnel having a need to know Sensitive Information in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied order for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue deCODE to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, perform its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;obligations.

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.311.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party. Notwithstanding the foregoing, such consent not be unreasonably withheld. Any permitted assignee under this Agreement shall assume in writing all assigned obligations of its assignor under this Agreement. All validly assigned rights of a Party shall inure to the benefit of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void. 10.3.2 Astellas Merck may, without AmbitSutro’s consent, assign this Agreement and all its rights and obligations hereunder in whole or in part to (but not x) a Merck Affiliate or (y) in part) connection with a Change of Control; provided Merck shall inform Sutro of the same in writing after any such assignment to an Astellas Affiliate, or a Third Party pursuant to Astellas’s successor in interest this clause (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relatesy). In addition, Astellas Sutro may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without AstellasMerck’s consent, assign this Agreement and all its rights and obligations hereunder (except as specified below) in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relatesconnection with a Change of Control of Sutro; provided, however, that Ambit shall Sutro must notify Astellas Merck promptly upon the completion of [*] any such transactionChange of Control. Further, upon In the case of any Change of Control involving Sutro (or any of Ambitits Affiliates), Astellas Merck shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control (or receipt of Ambitsuch notice of Change of Control, if earlier), to exercise elect any one or more of the following options: : (ai) Terminate [*] any existing Coor all then-Promotion Option that has ongoing Research Programs (and Sutro shall reimburse Merck for any uncredited fees paid by Merck including fees for services or materials not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s expiration or termination in accordance with this Section 10.3.3 based on a Change for the terminated Research Program) whereupon the [*] Research Programs shall, for the further purposes of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required deemed to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunderhave been [*]; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S.require Sutro, including any such amounts incurred its acquiring party, to provide, support adopt reasonable procedures to be agreed upon in writing with Merck to prevent the disclosure of all Information of Merck and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 its Affiliates and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit other information with respect to the development and commercialization activities for of molecules that Bind the U.S.Target of the Research Program, including Compounds or Products (the “Sensitive Information”) beyond Sutro personnel having access to and knowledge of Sensitive Information prior to the Sutro Change of Control, and to control the dissemination of Sensitive Information disclosed after the Sutro Change of Control, which procedures shall include reasonable restrictions on the scope of any Sensitive Information to be provided by Merck; (Ciii) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall terminate Sutro’s involvement on any joint committees; (iv) limit Merck’s obligations to provide any reports hereunder to Ambit summary providing just those royalty reports each Calendar Quarter pursuant to Section 7.5 with respect to its commercialization activities in Merck’s total Territory-wide royalty obligations and/or (v) if the U.S; Change of Control involves a Person (ivor an Affiliate of such Person) For claritythat has [*] (a “Competitive Change of Control”), nothing contained herein is intended or then Merck shall be construed also have the right to: (A) terminate this Agreement upon written notice to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required Sutro pursuant to Section 3.6.1, or Ambit’s 10.3.1 (provided that Sutro shall not have any right to conduct audits cure) and the effects of termination of this Agreement pursuant to Section 4.6;[*] shall apply (provided however, that: (1) the [*] reduction in milestones and royalties as set forth in [*] shall not apply; and

Assignment; Change of Control. 10.3.1 11.2.1 Except as provided in this Section 10.311.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party, such which consent shall not be unreasonably withheld, delayed or conditioned. Any permitted assignee under Notwithstanding the foregoing, either Party may, without the other Party’s consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate or in connection with a Change of Control (as defined below), provided that the assigning Party shall assume in writing all assigned promptly deliver written notice of any such permitted assignment to the other Party, the assignee shall agree to be bound to the obligations of its assignor under this Agreement. All validly assigned rights of a the assigning Party shall inure to and the benefit of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such assigning Party shall remain jointly and severally liable for the performance of the assigned all obligations under this AgreementAgreement as if the assignment did not occur, except in the case of a consolidation or merger where the assigning Party is not the surviving entity, in which case the assignee shall be solely liable. In addition, either Party may assign it rights to receive any payments due hereunder to a Third Party who agrees in writing that such payments are subject to all of the terms and conditions hereof. A Party assigning its rights to receive payments due hereunder to a Third Party shall promptly provide written notice of any such assignment of rights to the other Party. 11.2.2 For purposes of this Section 11.2, a “Change of Control” of a Party shall be deemed to occur if such Party is involved in a merger, reorganization or consolidation, or if there is a sale of all or substantially all of such Party’s assets or business relating to this Agreement or if a person or group other than the current controlling person or group shall effectively acquire control of the management and policies of such Party. 11.2.3 Any attempted assignment not in accordance with this Section 10.3 11.2 shall be void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.3, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without (a) Without the prior written consent of the other Partyparty hereto, neither party shall sell, transfer, assign, delegate, pledge or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder; provided, however, that either party may, without such consent not be unreasonably withheldconsent, and upon written notice to the other party, assign this Agreement and its rights and obligations hereunder to (i) an Affiliate, or (ii) an Acquiring Party in the event of a Change of Control of such party. Any permitted assignee under this Agreement attempted assignment or delegation in violation of the preceding sentence shall assume in writing all assigned obligations be void and of its assignor under this Agreementno effect. All validly assigned and delegated rights and obligations of a Party the parties hereunder shall be binding upon and inure to the benefit of and be enforceable byby and against the successors and permitted assigns of Xxxxxxxx or Palomar, as the case may be. In the event either party seeks and obtains the other party’s consent to assign or delegate its rights or obligations to another party, the assignee or transferee shall assume all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations its assignor or transferor under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void. 10.3.2 Astellas may(b) Subject to Section 14.2(c), without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all event of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambita party, Astellas (i) no Information and Inventions or Patents or other intellectual property rights of the Acquiring Party or its Affiliates shall have be deemed “Controlled” for any purpose hereunder if such Information and Inventions, Patents or other intellectual property rights were not so Controlled by such party prior to such assignment, and (ii) any contractual restrictions on the rightTechnology, at its sole discretion upon thirty Patents and other intellectual property rights and other assets of the acquired party shall be binding on the Acquiring Party, and (30iii) days prior written notice at any time within three contractual restrictions on the acquired party’s business activities hereunder shall apply only to the division or entity of the Acquiring Party into which the acquired party is merged, or into which the acquired party’s assets are transferred. (3c) months after completion Notwithstanding anything contained in Section 14.2(b) to the contrary, in the event of any Change of Control of a party, the party that is the subject of such Change of Control shall include in the agreement(s) providing for such Change of Control terms and conditions that (i) require the Acquiring Party to restrict access to any Technology for use in the Field, or other Confidential Information, in each case that is the subject of the license or other rights granted by or to the acquired party in this Agreement, to only those scientific, technical or other personnel employed by or assigned to the division or entity of the Acquiring Party into which the acquired party is merged, or into which the acquired party’s assets are transferred, and (ii) prohibit the Acquiring Party from using or accessing in connection with other research, development or commercialization projects and activities in the Field any such Technology or Confidential Information, in each case to the extent that such access or use would constitute a violation of any contractual restriction in this Agreement in the absence of such Change of Control; provided that the requirements of this Section 14.2(c) shall not apply to a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that party in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a that such Change of Control of Ambit, is outside the following shall apply from and after the effective date reasonable control of such termination event(s): (iparty. For clarity, failure of the party that is the subject of any such Change of Control to include in the agreement(s) The applicable Product(s) providing for such Change of Control the terms and conditions described in this Section 14.2(c), whether or not the proviso set forth in the immediately preceding sentence applies to such Change of Control, shall no longer constitute a Co-Promoted Product(s) not be construed to discharge any other obligation of such party under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;.

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.3, (a) Neither Party may assign its rights and obligations under this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other Party, such consent not be unreasonably withheld. Any permitted assignee under this Agreement shall assume in writing all assigned provided that each Party may assign its rights and obligations of its assignor under this Agreement, without such consent from the other Party, to its Affiliate or any successor in interest in connection with the sale of all or substantially all of its assets or a sale of all or substantially of the business related to a Program, or a merger, acquisition or other similar transactions. All validly assigned rights For the avoidance of a Party shall inure to doubt, the benefit terms and conditions of and be enforceable by, and all validly assigned obligations of such Party this Agreement shall be binding on the permitted successors and enforceable againstassignees of each Party. (b) If MacroGenics undergoes a Change of Control, each permitted assignee then (i) MacroGenics will notify Gilead thereof within [***] upon the closing of such Partythe Change of Control; provided that a public announcement within such Party period by or through a nationally recognized news organization recognized pharma/biotech industry news organization or forum of such closing shall remain jointly and severally liable for be sufficient to provide such notification; (ii) If the performance MacroGenics Acquirer is Exploiting any Competitive Product, then MacroGenics will comply with the terms of Section 3.10(c) (Business Combinations); (iii) Notwithstanding anything to the assigned obligations under contrary in this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall Gilead will have the right, at its sole discretion upon thirty (30) days prior discretion, by written notice delivered to MacroGenics (or its successor) at any time within three [***] following the written notice contemplated by the foregoing Section 19.4(b)(i) (3) months after completion of such a Assignment; Change of Control of AmbitControl), to exercise one (1) terminate any or more all provisions of the following options: (a) Terminate this Agreement providing for any existing Co-Promotion Option that has not been exercised prior delivery by Gilead to the date MacroGenics of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event Confidential Information of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under Gilead relating to activities contemplated by this Agreement, except that (A) save only for the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes provisions of Article 7 10 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereofPayments); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z2) Astellas shall have no require MacroGenics and its Acquirer to adopt reasonable procedures, to be agreed upon by the Parties in writing, to prevent disclosure of Confidential Information of Gilead to MacroGenics’ Acquirer. For clarity this clause 19.4(b)(iii) (Assignment; Change of Control) does not limit any reporting obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters of Gilead that are financial in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S;nature; and (iv) For clarity, nothing contained herein is intended or shall MacroGenics covenants that there will be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) no material change in the U.S. as required pursuant level or nature of efforts or resources expended by MacroGenics and its Affiliates, which material change would reasonably be expected to Section 3.6.1, or Ambit’s right adversely impact MacroGenics’ ability to conduct audits pursuant to Section 4.6;perform its obligations under this Agreement. 91

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.3, Neither this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder may be assigned or transferred, otherwise transferred by either any Party without the consent of the other Party, such consent which shall not be unreasonably withheld; provided, however, that any Party may, without such consent, assign this Agreement: (a) in whole or in part to any of its respective Affiliates; provided that such Party shall remain primarily liable in respect of all obligations so assigned and such Affiliate has acknowledged and confirmed in writing that effective as of such assignment or other transfer, such Affiliate shall be bound by this Agreement as if it were a party to it as and to the identical extent applicable to the transferor; or (b) to any successor in interest by way of a Change of Control, acquisition or sale of all or substantially all of its assets relating to the subject matter of this Agreement (where any such transaction shall constitute an attempted assignment of this Agreement) provided that (1) such Party shall remain primarily liable in respect of all obligations so assigned and such successor has acknowledged and confirmed in writing that effective as of such assignment or other transfer, such successor shall be bound by this Agreement as if it were a party to it as and to the identical extent applicable to the transferor; (2) such successor agrees in writing to be bound by the terms of this Agreement as if it were the assigning party and (3) such successor agrees in writing to be bound by the terms of Section 15.8(b). Upon a Change of Control of either Party and upon an assignment of this Agreement in its entirety by either Party, the Party or the assignee, as the case may be, agrees to: (a) use Commercially Reasonable efforts to satisfy the Development or Commercialization timeline (e.g., XXXX chart) then approved by the JSC and in effect; and (b) use no less effort in the performance of the Party’s or the assigning Party’s, as applicable, obligations hereunder than the Party or the assigning Party, as applicable, was itself using prior to such transaction. In addition, any purported assignment in violation of this Section 15.8 shall be void. Any permitted assignee under this Agreement shall assume in writing all assigned obligations of its assignor under this Agreement. All validly assigned rights of Notwithstanding anything to the contrary in this Agreement, if a Party shall inure to the benefit this Agreement is acquired or otherwise becomes directly or indirectly “controlled” (as such term is defined for purposes of and be enforceable by, and all validly assigned obligations Section 1.1) by one or more entities that were not Affiliates of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of AmbitEffective Date, the following shall apply from Know-How and after the effective date Patent Rights of such termination event(s): (i) The applicable Product(sacquiring or otherwise controlling entity(-ies) shall no longer constitute a Co-Promoted Product(s) not be subject to the rights and licenses granted to the other Party under this Agreement, except to the extent such acquiring or otherwise controlling entity(-ies) participate in activities pursuant to this Agreement, in which case the Know-How and Patent Rights that (Asuch entity(-ies) generate in the Parties conduct of such activities shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect subject to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement rights and licenses granted to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion other Party under this Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;.

Assignment; Change of Control. 10.3.1 Except as provided (a) Neither party may assign its rights or delegate its obligations under this Agreement, in this Section 10.3whole or in part, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other Partyparty, except that (i) Novartis shall have the right, without such consent not be unreasonably withheldconsent, 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 the assets to which this Agreement relates and (ii) Fluidigm 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 company that acquires all or substantially all of Fluidigm’s assets (whether by merger, acquisition, asset purchase, or otherwise). Any permitted successor of a party or any permitted assignee of all of a party’s rights under this Agreement shall assume that has also assumed all of such party’s obligations hereunder in writing all assigned 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 of its assignor under this Agreement. All validly assigned rights of [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. a Party party shall inure to the benefit of and be enforceable by, and all validly assigned delegated obligations of such Party party shall be binding on and be enforceable against, each the permitted assignee successors and assigns of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreementparty. Any attempted assignment not or delegation in accordance with violation of this Section 10.3 10.2 shall be voidvoid and without effect. 10.3.2 Astellas may(b) Notwithstanding Section 10.2(a), without Ambit’s consent, assign this Agreement Novartis shall have the right (i) to perform any or all of its obligations and exercise any or all of its rights and obligations hereunder in whole hereunder; (but not in partii) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellasits Affiliates; and (iii) to subcontract its obligations hereunder to a Third Party, provided that Novartis remains liable for such Third Party’s Affiliatesperformance of such obligations. 10.3.3 Ambit may(c) Fluidigm shall provide Novartis with fifteen (15) days’ prior written notice of any Change of Control. Following the Change of Control, without Astellas’s consentthe following shall apply: (i) If Fluidigm or any of its Affiliates engages in development or commercialization of products in the Primary Field or Secondary Field other than the performance of its obligations under this Agreement or any Ancillary Agreement, assign Fluidigm and its Affiliates shall establish and enforce appropriate firewall procedures between such activities and the activities performed by or on behalf of Fluidigm or Affiliates pursuant to its other programs to ensure that no Collaboration Information and Inventions or Confidential Information of Novartis is used in connection with such other programs (such programs conducted in compliance with this Agreement, including the exclusivity afforded to Novartis with respect to the Fluidigm Patents, the Fluidigm Know-How and the Fluidigm Technology under this Agreement and all its rights the Ancillary Agreements, “Independent Programs”). (ii) The Fluidigm Know-How, Fluidigm Patents and obligations hereunder Fluidigm Technology shall exclude (A) any technology or intellectual property rights, [***] (collectively, “Acquiring Entities”) and (B) any technology or intellectual property [***] in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which accordance with this Agreement relates(“Acquisition IP”); provided, however, that Ambit such exclusions (in clauses (A) and (B)) shall notify Astellas promptly upon not apply to any Acquisition IP that is either (1) [***] under this Agreement or any Ancillary Agreement, or (2) [***]. (iii) [***] (iv) If Novartis terminates the completion Collaboration Agreement pursuant to Section 9.4(c) of any such transaction. Further, upon any the Collaboration Agreement due to a Change of Control in which no Acquiring Entity is a Primary Field Competitor, in addition to clauses (i) through (iii), the following shall also apply: (A) If Novartis (or its Affiliates or (sub)licensees) are commercializing one or more Novartis Licensed Products as of Ambitthe Change of Control, Astellas then this Agreement and the Supply Agreement shall remain in effect and, if the Supply Agreement is not in effect at the time of such Change of Control, Novartis shall have the right, at its sole discretion upon thirty (30) days prior on written notice at any time within three (3) months after completion of such a Change of Control of Ambitto [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Fluidigm, to exercise have the parties enter into such agreement as described in Section 4.3 of the Collaboration Agreement. (B) If clause (A) immediately above does not apply and Novartis (or its Affiliates or (sub)licensees) desires to continue the development of one or more of the following optionsNovartis Licensed Products, then: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.39.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder (other than Exelixis’ right to receive payments under Article 4) be assigned or transferred, by either Party without the consent of the other Party; provided, however, that MERCK may, without such consent not be unreasonably withheldconsent, assign the Agreement and its rights and obligations hereunder to an Affiliate or in connection with a Change of Control. Any permitted assignee under EXELIXIS may, without MERCK’s consent, assign this Agreement and its rights and obligations hereunder to a member of the Change of Control Group in connection with an EXELIXIS Change of Control subject to the following; (a) EXELIXIS shall assume provide written notice to MERCK at least [ * ] prior to the completion of a Change of Control, subject to any confidentiality obligations of EXELIXIS then in effect (but, if such confidentiality obligations prevent EXELIXIS from providing such written notice, EXELIXIS shall so notify MERCK within [ * ] after completion of such Change of Control; (b) the Change of Control Group in connection with the EXELIXIS Change of Control shall agree in writing all assigned obligations with MERCK, within [ * ] from the Change of Control event, that [ * ] and that [ * ]; (c) in the event [ * ], [ * ] shall [ * ] and [ * ] and [ * ] with respect to the [ * ] and [ * ] of [ * ] and [ * ] and [ * ]; and (d) [ * ] may, in its assignor discretion, [ * ] with respect the [ * ] of [ * ] under this Agreement. All validly assigned rights of a Party shall inure , including [ * ] and [ * ] to the benefit of and be enforceable by[ * ] that [ * ] or [ * ], and all validly assigned obligations of such Party [ * ] shall be binding on [ * ] and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement[ * ]. Any attempted assignment not in accordance with this Section 10.3 9.2 shall be null and void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and . Any permitted assignee shall assume all its rights and assigned obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights assignor under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transactionAgreement. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; shall be binding upon and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect inure to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject benefit of the Co-Promotion Agreement, Parties and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support their respective successors and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;permitted assigns.

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.3, Neither party may assign its rights and obligations under this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other Partyparty, except that: (a) either party may make such assignment without the prior written consent not be unreasonably withheld. Any permitted assignee under this Agreement shall assume in writing all assigned obligations of its assignor under this Agreement. All validly assigned rights of a Party shall inure the other party to the benefit of and be enforceable by, and all validly assigned obligations of an Affiliate (so long as such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party party shall remain jointly and severally liable for the performance of the assigned with such Affiliate with respect to all obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void.so assigned); and 10.3.2 Astellas (b) either party may, without Ambit’s consentthe prior written consent of the other party, assign this Agreement its rights and transfer its duties hereunder to any acquirer of all or substantially all of its business or in the event of such party’s merger, consolidation or involvement in a similar transaction; provided that, in the event Neuren assign its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through to any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the company that has a generics business or assets is developing a competing program or Competing Product, any CMC and Methodology data and information shared by ACADIA pursuant to which this Agreement relates; providedclause 4.8 shall be deemed the Confidential Information of ACADIA and subject to the confidentiality protections set forth in clause 15, however, provided that Ambit shall notify Astellas promptly upon the completion of any such transactionCMC and Methodology data and information shared by ACADIA under a separate supply arrangement as set forth in clause 4.8(c) shall continue to be shared as provided under the terms of such separate supply arrangement. Further, upon any If Neuren determines to initiate a Change of Control process or transaction, then prior to initiating any discussions or negotiations with a Third Party, but in any event not later than engaging an advisor or investment banker to advise on a Change of AmbitControl, Astellas Neuren shall notify ACADIA of its initiation of the process or transaction and allow ACADIA to participate in such process or negotiations on the same terms as applicable to all other participants in such process or transaction. In the event that that an assignment by Neuren is in connection with a Change of Control that occurs prior to completion of the Development Plan, then: (a) ACADIA shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion […***…] days of such a the closing of the Change of Control of Ambittransaction, to exercise one or more assume responsibility for all remaining Development of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to Compound in the date of such Astellas termination;Field in the Territory; and (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellasat ACADIA’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambitelection, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC JSC shall be terminated, and (z) Astellas any decisions to be made by the JSC shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S.thereafter be made by ACADIA, except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect the extent any decision to its commercialization be made by the JSC relates only to any Regulatory, manufacturing, CMC, Development or Commercialization activities outside the Territory (excluding manufacturing or Development by or on behalf of ACADIA in support of activities in the U.S; (iv) For clarityTerritory), nothing contained herein is intended or such decision shall be construed made by Neuren. No assignment will release either party from responsibility for the performance of any accrued obligation of such party hereunder. Any purported assignment in contravention of this clause 26.5 will, at the option of the non-assigning party, be null and void and of no effect. This Agreement shall be binding upon and enforceable against the successor to be in derogation or any permitted assignee from either of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;parties.

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.3, (a) Neither this Agreement nor any rights or obligations hereunder may not be assigned or otherwise transferredtransferred (whether by operation of Applicable Law, nor may any right general succession or obligation hereunder be assigned or transferred, otherwise) by either Party without the prior written consent of the other Party; provided that (i) either Party may assign this Agreement, such and its rights and obligations hereunder, to an Affiliate only with the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed), (ii) Amgen may assign this Agreement and its rights and obligations hereunder (x) in its entirety in connection with the transfer or sale of all or substantially all of the Product(s) to which this Agreement relates or (y) in part on a Product-by-Product basis subject to Section 15.1(b), and (iii) either Party may assign this Agreement, and its rights and obligations hereunder in connection with a Change of Control, which Change of Control, with respect to BeiGene, shall be subject to Section 15.1(c). Any permitted assignee under this Agreement shall assume in writing all assigned obligations of its assignor under this Agreement. All validly assigned rights of a Party shall inure to the benefit of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall Agreement will be void. 10.3.2 Astellas maynull and void ab initio. Subject to the foregoing, without Ambit’s consent, assign this Agreement and all its the rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all of the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights Parties under this Agreement through will be binding upon and inure to the benefit of the successors and permitted assigns of the Parties. Additionally, if this Agreement is assigned, in whole or in part, in accordance with its terms, then: (1) any Safety Agreement or Quality Agreement may be assigned, in whole or in part, by the assignor to the permitted assignee of Astellasthis Agreement; and (2) the assignor’s Affiliatesongoing and future obligations to the other Party under the Safety Agreement or Quality Agreement will be deemed terminated to the extent commensurate with the assignment of the corresponding obligations under this Agreement. 10.3.3 Ambit may, without Astellas’s consent, assign (b) If Amgen assigns this Agreement in part with respect to a Product only, Amgen shall provide BeiGene with prompt written notice of such assignment. Such notice shall be provided by Amgen prior to the execution of such assignment, if permitted under Applicable Laws and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether prohibited by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion terms of any agreement between Amgen and any Third Party, and otherwise as soon as practicable thereafter and, in any event, not later than [*] following the consummation of the transaction contemplated by such transactionagreement. Further, upon any Change of Control of Ambit, Astellas BeiGene shall have the right, at in its sole discretion upon thirty (30) days prior discretion, by providing written notice at any time within three (3) months after completion [*] of its receipt of such notice to terminate its right and obligation to Develop and Commercialize the Product and upon receipt of such notice such Product shall be deemed terminated from this Agreement, provided that [*]. If BeiGene should fail to give such notice to Amgen within such [*] period, BeiGene shall have no further rights to take the actions set forth in this Section 15.1(b) as a result of such assignment described in the foregoing notice. If the Parties cannot reach agreement with respect to such royalty, either Party shall have the right to refer such dispute to arbitration under Section 15.4.4. (c) If BeiGene enters into an agreement that results or that, if the transaction contemplated thereby is completed would result, in a Change of Control of AmbitBeiGene, BeiGene shall provide Amgen with prompt written notice describing such Change of Control in reasonable detail (the “BeiGene Change of Control Notice”). The BeiGene Change of Control Notice shall be provided by BeiGene prior to exercise the execution of such agreement, if permitted under Applicable Laws and not prohibited by the terms of any agreement between BeiGene and any Third Party, and otherwise as soon as practicable thereafter and, in any event, not later than [*] following the consummation of the transaction contemplated by such agreement. Amgen shall have the right, in its sole discretion, by providing written notice within [*] of its receipt of the BeiGene Change of Control Notice to elect one or more of the following optionsfollowing: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreementterminate BeiGene’s right to Develop and Commercialize the Products, except provided that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof)[*]; (ii) Notwithstanding terminate BeiGene’s right to participate in any other term or condition of this Agreement committees established pursuant to the contraryArticle 2 which committees shall, Allowed Expenses for purposes of determining such Co-Promotion Payments shall if Amgen elects, be deemed to include any disbanded and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in decisions that were the U.S. for the Product(s) that was the subject responsibility of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s);committees shall thereafter be made by Amgen; and/or (iii) Without limitation no longer provide BeiGene with certain information and reports, including copies of Key Regulatory Filings and Material Communications pursuant to the foregoingSection 3.2.3, for purposes of calculating Codata and Know-Promotion PaymentsHow pursuant to Section 3.3. If Amgen should fail to give such notice to BeiGene within such period [*] period, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 Amgen shall have no further force or effect, and, for clarity, (x) Astellas shall rights to take the actions set forth this Section 15.1(c)as a result of the Change of Control described in the BeiGene Change of Control Notice. If the Parties cannot be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information reach agreement with respect to commercialization activities for the U.S.royalty in Section 15.1(c)(i), and (C) Astellas either Party shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant refer such dispute to arbitration under Section 4.6;15.4.4.

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.3, (a) Neither party may assign or otherwise transfer this Agreement may not be assigned or otherwise transferredany rights or obligations hereunder, nor may any right in whole or obligation hereunder be assigned or transferredin part, by either Party without the other party’s prior written consent, which consent of the other Party, such consent shall not be unreasonably withheldwithheld or delayed. Any permitted assignee under this Agreement shall assume in writing all assigned obligations of its assignor under this Agreement. All validly assigned rights of a Party shall inure to Notwithstanding the benefit of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole foregoing: (but not in parti) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, giving at its sole discretion upon least thirty (30) days prior written notice at to, but without having to get the consent of, the other party, either party may assign this Agreement to any time within three entity that controls, is controlled by, or is under common control with such party (3an “Affiliate”), provided that the assignee agrees in writing to perform and be bound by all of the terms and conditions hereof and (ii) months after completion in case of such an assignment by Dex, Quebecor shall be reasonably satisfied that the assignee has the financial ability to assume all of Dex’s obligations under this Agreement. *** Indicates confidential material that has been: (i) omitted pursuant to a Request for Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission. (b) In the event of a Change of Control (as that term is defined below), the Selling Party (as that term is defined below) shall: (i) be required to assign all its rights and obligations under this Agreement to the Acquiring Party (as that term is defined below), and (ii) cause the Acquiring Party, concurrently with the consummation of Ambitsuch Change of Control, to exercise one or more assume all of the following options:Selling Party’s rights and obligations under this Agreement by a written instrument reasonably acceptable to the other party. Notwithstanding the foregoing, if a Change of Control involves a transaction between the Selling Party and a direct competitor of the other party, the other party shall have the right to terminate this Agreement, in its sole discretion, provided it gives the Selling Party at least ninety (90) days prior written notice thereof. (ac) Terminate The parties acknowledge and agree that monetary damages alone would not be adequate compensation for any existing Co-Promotion Option that has not been exercised prior to loss incurred by reason of a breach of the date provisions of such Astellas termination; (b) Terminate any existing Co-Promotion AgreementSection 20.18(b), provided however and therefore agree that in the event of a termination of any applicable Cosuch breach, the non-Promotion Agreement existing as breaching party shall be entitled to specific performance of the date provisions of Astellas’s termination Section 20.18(b), in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s):addition to any other remedies to which it may be entitled. (d) As used herein: (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that the term “Change of Control” means: (A) a sale, assignment or other transfer of all or substantially all the Parties shall be required Selling Party’s assets, including, without limitation, of its right to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with publish all or substantially all the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and Directory Titles, or (B) an acquisition by any person or group of persons of the voting stock of the Selling Party in a transaction or series of transactions, if immediately thereafter such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes person or group has beneficial ownership of Article 7 (including for purposes more than 90% of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition voting power of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Selling Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S.voting stock, including any such amounts incurred to provideacquisition by way of a merger, support and maintain sales force managers for such sales force(s)consolidation or reorganization; (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.3, Subscriber shall not assign or transfer this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other PartyICE, such consent not and any attempted assignment or transfer shall be unreasonably withheld. Any permitted assignee under this Agreement null and void and shall assume in writing all assigned obligations constitute a material breach of its assignor under this Agreement. All validly assigned rights In addition to and notwithstanding the foregoing, if the ownership of Subscriber at any time shall pass out of the majority control of its then- current owners by sale of stock or assets, merger or otherwise during the Term, Subscriber shall notify ICE in writing of such change of control event no later than thirty (30) days following the effective date of any such event. ICE shall then have the right to terminate this Agreement by providing a Party shall inure written notice to Subscriber within sixty (60) days following the receipt of such notice of change of control, if in ICE’s reasonable opinion the new owner of Subscriber: (i) is a competitor of ICE; or (ii) presents a substantial risk to ICE’s reputation, intellectual property rights, or ability to collect payment hereunder. If ICE elects not to exercise the foregoing termination right, any successor-in-interest to the benefit Agreement as a result of the change of control shall assume all rights and be enforceable by, and all validly assigned obligations of such Party Subscriber under the Agreement and shall be binding on and enforceable against, each permitted assignee responsible for adhering to the terms thereof. ICE may assign all or part of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) under this Agreement to an Astellas Affiliate, any of its Affiliates or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) any entity which succeeds to all or substantially all of the assets and business or assets to which this Agreement relates. In additionof ICE, Astellas mayprovided that, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion case of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambitassignment by ICE, the following shall apply from assignee agrees in writing to assume the obligations under, and after to be bound by the provisions of, this Agreement that have been assigned. On the effective date of such termination event(s): (i) The applicable Product(s) any valid assignment pursuant to this Section 14, the assignor shall no longer constitute a Co-Promoted Product(s) be released from all obligations and liabilities arising under this AgreementAgreement or, except that (A) in case of a partial assignment by ICE, from all obligations and liabilities arising from the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions parts of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;been assigned.

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.3, 19.1 Neither this Agreement may not nor any interest hereunder (and in the case of Endo, the Endo IP or the Endo Copyright, the Product Registrations or any other Marketing Authorisations, INDs or NDAs relating to the Product) shall be assigned assignable or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, transferable by either Party without the written consent of the other, such consent not to be unreasonably withheld or delayed, provided, however, that (i) Endo may assign this Agreement or any part of its rights and obligations hereunder, to any Affiliate, and (ii) Vernalis may assign this Agreement or any part of its rights and obligations hereunder, to any UK Affiliate, provided, however that in no event shall Vernalis transfer any right, title or interest in the Vernalis IP to an Affiliate that is not a UK Affiliate, and provided further that Endo shall have no increased liability under this Agreement which would not have arisen if such assignment had not occurred. 19.2 Subject to the provisions of Clause 19.1 hereof, either Party may merge or consolidate with any corporation, or transfer all or substantially all of its assets to which this Agreement relates, without obtaining the consent of the other Party. 19.3 Vernalis shall not, such without the prior written consent of Endo, which shall not be unreasonably withheld. Any permitted assignee under this Agreement shall assume in writing all assigned obligations , intentionally or otherwise and whether or not by reason of its assignor under this Agreementown actions or omissions or those of others, change its "Centre of Main Interests" (that term having the meaning ascribed to it in the EC Regulation on Insolvency Proceedings 2000 (No. All validly assigned rights 1346/2000 of a Party shall inure 29 May 2000) from England & Wales to the benefit of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided elsewhere. It is hereby agreed that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion Vernalis or Vernalis plc by a Person with a "Centre of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from Main Interests" outside England and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas Wales shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plandeemed a change in Vernalis' "Centre of Main Interests", (y) the JCC shall be terminated, provided that such Person continues Vernalis' business operations in connection with this Agreement in England and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;Wales.

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.3, (a) Neither Party may assign or transfer this Agreement may not be assigned or otherwise transferred, nor may any right rights or obligation obligations hereunder be assigned or transferred, by either Party without the prior written consent of the other Party, except that either Party may make such an assignment without the other Party’s consent to an Affiliate of such Party. (b) Notwithstanding Section 15.5(a), either Party may without such consent not be unreasonably withheldbut with prior written notice to the other Party, assign this Agreement and its rights and obligations hereunder in connection with a Change of Control, provided further that if an assignee of SAMR is engaged in a business that directly competes with products of Aridis, Aridis shall have the right to terminate this Agreement without any obligation to the other Party, by providing written notice thereof within three (3) months after the receipt of such notice from SAMR. Any permitted assignee under this Agreement shall assume in writing all assigned obligations of its assignor under this Agreement. All validly assigned rights Any assignment or attempted assignment by either Party in violation of the terms of this Section 15.5(a) and (b) shall be null, void and of no legal effect. (c) In the event that SAMR undergoes a Party Change of Control, SAMR (or its assignee in connection with such Change of Control) shall inure continue to maintain a similar level of resources and infrastructure in connection with the Commercialization of the Licensed Products as that were expended by SAMR for the Licensed Products during the twelve (12)-month period immediately prior to the benefit of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance announcement of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be voidChange of Control transaction (it being understood that the level of resources and infrastructure may change over time due to changes to the market condition of the Licensed Products). 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in partd) In the event that Aridis is going to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon undergo any Change of Control of Ambit/ re-organization / restructuring activity or undertake any, Astellas shall have the rightamalgamation, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance demerger with any budget third party (hereinafter referred to as ‘the Restructuring Activity’) then it shall not apply, (B) Sections 3.8 and 3.9 do so only on the condition that the new management / acquirer / resultant entity shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any honour all the obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. Aridis as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;are mentioned herein.

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.39.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party. Merck may, without Cocrystal’s consent, assign this Agreement and its rights and obligations hereunder in whole or in part to a Merck Affiliate or in connection with a Change of Control (as defined below). Cocrystal may, without Merck’s consent, assign this Agreement and its rights and obligations hereunder in connection with a Change of Control; provided, however, that Cocrystal must notify Merck at least [*] prior to completion of any such consent not be unreasonably withheldChange of Control. Without limiting the foregoing, in the event that there is a Company Change of Control that is a Competing Pharma Change of Control, then Cocrystal shall provide written notice to Merck at least [*] prior to the completion of such Change of Control and [*]. Any permitted assignee under this Agreement shall assume in writing all assigned obligations of its assignor under this Agreement. All validly assigned Patent Rights, know-how or other intellectual property rights licensed to Merck hereunder prior to any Change of a Party shall inure Control (or otherwise coming under the Control of Cocrystal (or any of its Affiliates that were Affiliates prior to the benefit such Change of and Control) following such Change of Control) shall, in all cases, continue to be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under licensed to Merck hereunder in accordance with this Agreement. Any attempted assignment not in accordance with this Section 10.3 9.2 shall be void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to . If a proposed assignment would have an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all adverse impact upon the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all tax treatment of its obligations and exercise any or all of its rights payments due under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambitother Party, the following assigning Party shall apply from and after the effective date of undertake such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required steps as are necessary to pay to one another Co-Promotion Payments remedy such adverse impact. Notwithstanding anything in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for the Patent Rights, know-how or other intellectual property owned or otherwise Controlled, as of the effective date of the Change of Control of Cocrystal or its Affiliates and thereafter, by (i) any counterparty (a Third Party) to a Change of Control (the “Acquirer”) of Cocrystal or its Affiliates (the “Acquired Party”) or (ii) any of Acquirer’s Affiliates that are not Affiliates of the Acquired Party, in each case immediately prior to the closing of such Change of Control, shall not become subject to the license grants and other requirements of this Agreement. For purposes of determining such Co-Promotion Payments this Section 9.2, a “Change of Control” of a Party shall be deemed to include any and occur if such Party is involved in a merger, reorganization or consolidation, or if there is a sale of all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related substantially all of such Party’s assets or subcontractors’s sales force(s) in business relating to this Agreement or if a person or group other than the U.S. for the Product(s) that was the subject current controlling person or group shall effectively acquire control of the Co-Promotion Agreement, management and to use policies of such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for Party. For purposes of calculating Co-Promotion Paymentsthis Section 9.2, (A) any requirement that Allowed Expenses be incurred in accordance with any budget a “Competing Pharma Change of Control” shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;mean [*].

Assignment; Change of Control. 10.3.1 Except (a) POMS may not assign this Agreement without the prior written consent of Protection One except (1) to any affiliate company; or (2) to any proposed non-affiliated assignee, provided that the proposed assignee (i) has the financial capability to perform the obligations of POMS hereunder, (ii) management of the assignee has substantial relevant direct marketing experience; and (iii) is not in direct competition with Protection One or its affiliates in any material respect. POMS shall provide Protection One with any background information on the proposed assignee as reasonably requested. (b) Protection One may not assign this Agreement without the prior written consent of POMS, except (1) to any affiliate company; or (2) to any proposed non-affiliated assignee, provided that the proposed assignee (i) has the financial capability to perform the obligations of Protection One hereunder; (ii) management of the proposed assignee has substantial relevant alarm monitoring and servicing experience; and (iii) is not in direct competition with POMS or Paradigm. Protection One shall provide POMS with any background information on the proposed assignee as reasonably requested. (c) Notwithstanding anything in this Section 10.316.8 to the contrary, this Agreement may not be assigned if Western Resources or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party, such consent not be unreasonably withheld. Any permitted assignee under this Agreement shall assume in writing all assigned obligations one of its assignor under subsidiary companies ceases to be a majority shareholder of Protection One (such event to be referred to herein as divestiture), then Protection One, or its successor entity shall notify Paradigm within thirty (30) days from the date of divestiture whether Protection One or its successor entity wishes to continue this Agreement. All validly assigned rights If Protection One or its successor entity elects to terminate, then this Agreement will be terminated on the date that is fifteen (15) calendar days following notice to Paradigm of a Party such election and all obligations and payments accruing through such date of termination shall inure be paid as provided hereunder, except that with respect to the benefit Customer Continuation Fees described in Section 7.3 herein, Protection One or its successor would have the option to make a one time lump sum payment of and be enforceable by$75.00 per account in good standing at the time of termination in lieu of any further $20 obligations. Additionally, and all validly assigned obligations Paradigm would have the option to request a one time lump sum payment of such Party shall be binding on and enforceable against$60.00 per account at the time of termination in lieu of any further $20 obligations, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon such lump sum payment does not cause Protection One or its successor to default on its debt covenants. Payment of the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon lump payment would be due within thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;termination.

Assignment; Change of Control. 10.3.1 11.2.1 Except as provided in this Section 10.311.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other Party. 11.2.2 Merck may, such consent not be unreasonably withheld. Any permitted assignee under without Samsung’s consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate of Merck (provided that Merck shall assume in writing guarantee all assigned obligations of its assignor under this Agreement. All validly assigned rights of a Party shall inure to the benefit of and be enforceable by, and all validly assigned monetary obligations of such Party shall be binding on and enforceable againstassignee under or arising out of this Agreement, each permitted assignee including, without limitation, any indemnification obligations of such Party; assignee under Article 8) or in connection with a Change of Control. Samsung may, without Merck’s consent, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate of Samsung (provided that (i) if such Party assignee is an entity engaged primarily in contract-manufacturing of biopharmaceutical products, Samsung shall remain jointly liable, on a joint and severally liable several basis with such assignee, for the full performance of the assigned all of its obligations under this Agreement, and (ii) in all other cases, Samsung shall guarantee all monetary obligations of such assignee under or arising out of this Agreement, including, without limitation, any indemnification obligations of such assignee under Article 8) or in connection with a Change of Control. Each Party shall ensure that prior to any assignment permitted under this Section 11.2.2 the assignee agrees in writing, in form and substance reasonably satisfactory to the other Party, to perform and comply with all obligations of the assigning Party under, and to be bound by the terms and conditions of, this Agreement as if such assignee were a direct party (i.e., the assigning Party) hereto. Notwithstanding the foregoing, in the event that a Party (the “Change of Control Party”) undergoes a Competing Pharma Change of Control, this Agreement shall automatically be amended as follows, unless the other Party (the “Remaining Party”), at its sole discretion, agrees otherwise in writing: (a) The JSC shall be discontinued effective upon such Competing Pharma Change of Control; and (b) The Remaining Party shall have the right to require the Change of Control Party and the other party to such Competing Pharma Change of Control to adopt reasonable procedures to be agreed upon in writing with the Remaining Party to prevent the disclosure of the Remaining Party’s Information beyond the Change of Control Party’s personnel having access to and knowledge of the Remaining Party’s Information prior to the Competing Pharma Change of Control and to control the dissemination of the Remaining Party’s Information disclosed after the Competing Pharma Change of Control. The purposes of such procedures shall be to strictly limit such disclosures to only those personnel having a need to know the Remaining Party’s Information in order for the Change of Control Party to exercise its rights and perform its obligations under this Agreement and to prohibit the use of the Remaining Party’s Information for competitive reasons against the Remaining Party and/or its Affiliates or Related Parties (as applicable) or any Compounds or Products, including, without limitation, the use of the Remaining Party’s Information for the development, manufacture or commercialization of any competing products. 11.2.3 Any attempted assignment not in accordance with this Section 10.3 11.2 shall be void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.3, this Agreement may not (a) Neither Party shall be assigned entitled to assign its rights or otherwise transferred, nor may any right or obligation delegate its obligations hereunder be assigned or transferred, by either Party without the express written consent of the other PartyParty hereto, such except that (i) MERCK may assign its rights and transfer its duties hereunder to an Affiliate or to any assignee of all or substantially all of its business (or that portion thereof to which this Agreement relates) or in the event of MERCK's merger, consolidation or involvement in a similar transaction and (ii) deCODE may assign its rights and transfer its duties hereunder to an Affiliate or to any assignee of all or substantially all of its business (or that portion thereof to which this Agreement relates) or in the event of deCODE's merger, consolidation or involvement in a similar transaction, PROVIDED HOWEVER, during the Research Program Term deCODE may not assign its rights and obligations under the Agreement without MERCK's written consent which shall not be unreasonably withheld. Any permitted assignee under this Agreement shall assume in writing all assigned obligations of its assignor under this Agreement. All validly assigned rights of a Party shall inure to the benefit of and be enforceable by, and all validly assigned obligations of such Party It shall be binding on reasonable for MERCK to withhold consent of an assignment to a Competitor. No assignment and enforceable against, each permitted assignee of such Party; provided that such Party transfer shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not be valid or effective unless done in accordance with this Section 10.3 9.2 and unless and until the assignee/transferee shall agree in writing to be voidbound by the provisions of this Agreement. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder (b) In the event that deCODE enters into an agreement resulting in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control pursuant to which a Competitor obtains Control of AmbitdeCODE, then (1) MERCK shall have the right to exercise one or more terminate the Agreement under Section 8.3.1 and; (2) deCODE shall adopt procedures to be agreed upon in writing by MERCK to prevent the disclosure of deCODE Know-How, deCODE Information and Inventions, MERCK Information and Inventions, Joint Information and Inventions and MERCK Know-How (collectively, "Sensitive Information") beyond the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised deCODE personnel having access to and knowledge of Sensitive Information prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control and deCODE shall adopt procedures approved in writing by MERCK to control the dissemination of Ambit, the following shall apply from and Sensitive Information disclosed after the effective date Change of Control. The purposes of all such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties procedures shall be required to pay strictly limit such disclosures to one another Co-Promotion Payments only those personnel having a need to know Sensitive Information in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied order for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue deCODE to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, perform its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;obligations.

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.314.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party. 2.7.1 Merck may, such without consent not be unreasonably withheld. Any permitted assignee under of Endocyte, assign this Agreement shall assume and its rights and obligations hereunder in writing all assigned obligations whole or in part to an Affiliate of its assignor under Merck or in connection with a Change of Control. Endocyte may assign this Agreement. All validly assigned rights Agreement in whole or in part to any Affiliate of Endocyte or in connection with a Party shall inure to the benefit Change of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this AgreementControl. Any attempted assignment not in accordance with this Section 10.3 14.2 shall be void. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. 10.3.2 Astellas may2.7.2 In the event that there is an Endocyte Change of Control, without Ambitthen Endocyte shall provide written notice to Merck at least [ * ] days prior to the closing of such Change of Control and Merck shall have the one-time right, at Merck’s consentelection, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) upon written notice at any time during the [ * ] months after such Change of Control to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any implement some or all of its obligations and exercise the following revisions to this Agreement: (a) Merck may require Endocyte to transfer immediately to Merck any or all ongoing Development activities that are being conducted by Endocyte in connection with Development of its the Product; (b) Terminate Endocyte’s Co-Promotion rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relatesSection 5.2; provided, however, that Ambit shall notify Astellas promptly upon if the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have occurs after First Commercial Sales in the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option Territory, such termination would be subject to reasonable (in no event less than [ * ] months) wind-down of Endocyte’s Co-Promotion activities; provided that has not been exercised prior to the date Merck shall reimburse Endocyte or its successor-in-interest for any reasonable and documented actual costs associated with any wind-down of such Astellas terminationEndocyte’s Co-Promotion activities; (bc) Terminate and/or restrict Endocyte’s [ * ] or any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) other [ * ] under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s)rights Endocyte may have in [ * ] with respect thereto; (iiid) Without limitation Merck may limit its obligations to provide Endocyte with any Information regarding the Development, Manufacture or Commercialization of Products in the Territory, including [ * ] to periodic high level summary reports that may only be shared at a senior level within Endocyte or such Change of Control Group, and which Information shall remain subject to Article 8 and the restriction of Sensitive Information as set forth in Section 14.2.2(f). (e) Merck may terminate, without penalty Endocyte’s license under Section 2.1.2 to perform any activities under this Agreement; (f) Merck shall have the right to require Endocyte, including the Change of Control party, to adopt reasonable procedures to be agreed upon in writing with Merck to prevent the disclosure of all Information of Merck (collectively “Sensitive Information”) beyond Endocyte personnel having access to and knowledge of Sensitive Information prior to the foregoing, for Change of Control and to control the dissemination of Sensitive Information disclosed after the Change of Control. The purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC such procedures shall be terminatedto strictly limit such disclosures to only those personnel having a need to know Sensitive Information in order for Endocyte to perform its obligations or enforce its rights under this Agreement and to prohibit the use of Sensitive Information for competitive reasons against Merck and its Related Parties and Compounds or Products, and (z) Astellas shall have no obligations to continue providing to Ambit information including without limitation, the use of Sensitive Information for the Development or Commercialization of competing products. In addition, in the event of such Endocyte Change of Control, with respect to commercialization activities for the U.S.obligations of Endocyte [ * ], and (C) Astellas shall have sole control over all commercialization matters in within [ * ] days following the U.S.consummation of such Change of Control, except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to Endocyte, or its commercialization activities in the U.S; (iv) For claritysuccessor-in-interest, nothing contained herein is intended or shall be construed required to be elect in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;writing either to:

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.3, this This Agreement may not be assigned in whole or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, in part by either Party without the prior written consent of the other Party, such which consent shall not be unreasonably withheld. Any permitted assignee under withheld or delayed, provided that, Seller may, without the consent of Purchaser, assign, mortgage, pledge or otherwise collaterally assign its interests in this Agreement and the System to any Financing Party. Seller shall give Purchaser notice of any such collateral assignment within five (5) business days of making such assignment. Purchaser’s consent to any assignment shall not be unreasonably withheld if Purchaser has been provided with reasonable proof that the proposed assignee (x) has comparable experience in operating and maintaining photovoltaic solar systems comparable to the System and providing services comparable to those contemplated by this Agreement and (y) has the financial capability to maintain the System and provide the services contemplated by this Agreement in the manner required by this Agreement. In the event of any assignment, the assignor shall remain a primary obligor unless assignee shall expressly assume in writing all assigned obligations of its assignor under this Agreement. All validly assigned rights of a Party shall inure to the benefit of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void. 10.3.2 Astellas may, without Ambitof Seller’s consent, assign rights and/or obligations under this Agreement and all its shall not result in any change to Purchaser’s rights and obligations hereunder under this Agreement. This Agreement shall be binding on and inure to the benefit of the successors and permitted assignees. Except as provided below, any direct or indirect change of control of Seller shall be deemed an “assignment” hereunder, requiring the prior written consent of Purchaser, provided that any change of control that results (i) from a direct or indirect transfer of any membership interests in whole Seller or any entity of which Seller is a subsidiary to a Financing Party making a tax equity investment in the System or (but not in partii) to an Astellas Affiliateexisting member of Seller or any entity which is a member of Seller, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all shall not constitute an “assignment” for the business or assets to which purposes of this Agreement relatesSection 19 and shall not require the prior written consent of Purchaser. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit Seller shall notify Astellas promptly upon the completion give Purchaser notice of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty transfer to a Financing Party making a tax equity investment within five (305) business days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;transfer.

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.3, this Agreement A. Subscriber may not be assigned assign or otherwise transferredtransfer (including, nor may but not limited to by operation of law) this Agreement, including any right or obligation hereunder be assigned or transferredServices Attachment and any applicable Addendum, by either Party without the prior written consent of the other PartySPGCI, such consent which shall not be unreasonably withheld. Any permitted assignee under this Agreement , and any attempted assignment or transfer shall assume in writing all assigned obligations be null and void and shall constitute a material breach of its assignor under this Agreement. All validly assigned rights In addition to and notwithstanding the foregoing, if: (i) the ownership of a Party Subscriber at any time shall inure to the benefit of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance pass out of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void. 10.3.2 Astellas maymajority control of its then-current owners by sale of stock or assets, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase merger or otherwise; (ii) to Subscriber merges with or into another entity; or (iii) Subscriber (x) acquires Control (as defined below) of any other entity or (y) acquires all or substantially all a substantial portion of the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Furtherother entity (in each case of (x) and (y), upon any Change of Control of Ambitan “Acquisition”), Astellas Subscriber shall have the right, at its sole discretion upon give SPGCI written notice not fewer than thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after before the effective date of any such termination event(s): change of control, merger, or Acquisition. SPGCI shall have the right to terminate, at SPGCI’s sole discretion for any or no reason, any or all affected Services Attachments and applicable Addenda by providing written notice to Subscriber within thirty (i30) The days following receipt of such notice of change of control, merger or Acquisition. If SPGCI does not elect to terminate all or any Services Attachments and applicable Product(s) Addenda as a result of such change of control, merger, or Acquisition, Subscriber acknowledges and agrees that it shall no longer constitute a Co-Promoted Product(s) under this Agreementcontinue, except that (A) and shall cause its new owner to continue, if applicable, to comply with all of the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes Agreement, any Services Attachments attached hereto and any applicable Addenda through the remainder of calculating the Term(s) of such payments as if such Product(sServices Attachments and applicable Addenda. “Control” means more than fifty percent (50%) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue equity voting interest or the power to be treated as a Co-Promoted Product(s) for purposes direct or cause the direction of Article 7 (including for purposes the management or policies of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket)entity, whether direct through the ability to exercise voting power, by contract or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;otherwise.

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.3, 19.1 Neither this Agreement may not nor any interest hereunder (and in the case of Endo, the Endo IP or the Endo Copyright, the Product Registrations or any other Marketing Authorisations, INDs or NDAs relating to the Product) shall be assigned assignable or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, transferable by either Party without the written consent of the other, such consent not to be unreasonably withheld or delayed, provided, however, that (i) Endo may assign this Agreement or any part of its rights and obligations hereunder, to any Affiliate, and (ii) Vernalis may assign this Agreement or any part of its rights and obligations hereunder, to any UK Affiliate, provided, however that in no event shall Vernalis transfer any right, title or interest in the Vernalis IP to an Affiliate that is not a UK Affiliate, and provided further that Endo shall have no increased liability under this Agreement which would not have arisen if such assignment had not occurred. 19.2 Subject to the provisions of Clause 19.1 hereof, either Party may merge or consolidate with any corporation, or transfer all or substantially all of its assets to which this Agreement relates, without obtaining the consent of the other Party. 19.3 Vernalis shall not, such without the prior written consent of Endo, which shall not be unreasonably withheld. Any permitted assignee under this Agreement shall assume in writing all assigned obligations , intentionally or otherwise and whether or not by reason of its assignor under this Agreementown actions or omissions or those of others, change its “Centre of Main Interests” (that term having the meaning ascribed to it in the EC Regulation on Insolvency Proceedings 2000 (No. All validly assigned rights 1346/2000 of a Party shall inure 29 May 2000) from England & Wales to the benefit of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided elsewhere. It is hereby agreed that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion Vernalis or Vernalis plc by a Person with a “Centre of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from Main Interests” outside England and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas Wales shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plandeemed a change in Vernalis’ “Centre of Main Interests”, (y) the JCC shall be terminated, provided that such Person continues Vernalis’ business operations in connection with this Agreement in England and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;Wales.

Assignment; Change of Control. 10.3.1 Except as provided (a) Neither party may assign its rights or delegate its obligations under this Agreement, in this Section 10.3whole or in part, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other Partyparty, except that (i) Novartis shall have the right, without such consent not be unreasonably withheldconsent, 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 the assets to which this Agreement relates and (ii) Fluidigm 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 company that acquires all or substantially all of Fluidigm’s assets (whether by merger, acquisition, asset purchase, or otherwise). Any permitted successor of a party or any permitted assignee of all of a party’s rights under this Agreement shall assume that has also assumed all of such party’s obligations hereunder in writing all assigned 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 of its assignor under this Agreement. All validly assigned rights of a Party party shall inure to the benefit of and be enforceable by, and all validly assigned delegated obligations of such Party party shall be binding on and be enforceable against, each the permitted assignee successors and assigns of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreementparty. Any attempted assignment not or delegation in accordance with violation of this Section 10.3 10.2 shall be voidvoid and without effect. 10.3.2 Astellas may(b) Notwithstanding Section 10.2(a), without Ambit’s consent, assign this Agreement Novartis shall have the right (i) to perform any or all of its obligations and exercise any or all of its rights and obligations hereunder in whole hereunder; (but not in partii) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellasits Affiliates; and (iii) to subcontract its obligations hereunder to a Third Party, provided that Novartis remains liable for such Third Party’s Affiliatesperformance of such obligations. 10.3.3 Ambit may(c) Fluidigm shall provide Novartis with fifteen (15) days’ prior written notice of any Change of Control. Following the Change of Control, without Astellas’s consentthe following shall apply: (i) If Fluidigm or any of its Affiliates engages in development or commercialization of products in the Primary Field or Secondary Field other than the performance of its obligations under this Agreement or any Ancillary Agreement, assign Fluidigm and its Affiliates shall establish and enforce appropriate firewall procedures between such activities and the activities performed by or on behalf of Fluidigm or Affiliates pursuant to its other programs to ensure that no Collaboration Information and Inventions or Confidential Information of Novartis is used in connection with such other programs (such programs conducted in compliance with this Agreement, including the exclusivity afforded to Novartis with respect to the Fluidigm Patents, the Fluidigm Know-How and the Fluidigm Technology under this Agreement and all its rights the Ancillary Agreements, “Independent Programs”). [***] Information has been omitted and obligations hereunder filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (ii) The Fluidigm Know-How, Fluidigm Patents and Fluidigm Technology shall exclude (A) any technology or intellectual property rights, [***] (collectively, “Acquiring Entities”) and (B) any technology or intellectual property [***] in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which accordance with this Agreement relates(“Acquisition IP”); provided, however, that Ambit such exclusions (in clauses (A) and (B)) shall notify Astellas promptly upon not apply to any Acquisition IP that is either (1) [***] under this Agreement or any Ancillary Agreement, or (2) [***]. (iii) [***]. (iv) If Novartis terminates the completion Collaboration Agreement pursuant to Section 9.4(c) of any such transaction. Further, upon any the Collaboration Agreement due to a Change of Control in which no Acquiring Entity is a Primary Field Competitor, in addition to clauses (i) through (iii), the following shall also apply: (A) If Novartis (or its Affiliates or (sub)licensees) are commercializing one or more Novartis Licensed Products as of Ambitthe Change of Control, Astellas then this Agreement and the Supply Agreement shall remain in effect and, if the Supply Agreement is not in effect at the time of such Change of Control, Novartis shall have the right, at its sole discretion upon thirty (30) days prior on written notice at any time within three (3) months after completion of such a Change of Control of Ambitto Fluidigm, to exercise have the parties enter into such agreement as described in Section 4.3 of the Collaboration Agreement. (B) If clause (A) immediately above does not apply and Novartis (or its Affiliates or (sub)licensees) desires to continue the development of one or more of the following optionsNovartis Licensed Products, then: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;

Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.3, (a) Neither Party may assign its rights and obligations under this Agreement may not be assigned or otherwise transferredwithout the other Party’s prior written consent, nor may any right or obligation hereunder be assigned or transferred, by except that (i) either Party may assign its rights and obligations under this Agreement or any part hereof to one or more of its Affiliates without the consent of the any other Party, provided that the assigning Party shall remain liable and responsible to the non-assigning Party for the performance and observance of all such consent not be unreasonably withheld. Any permitted assignee under duties and obligations by such Affiliate; and (ii) either Party may assign this Agreement shall assume in writing its entirety to a Third Party successor to all assigned obligations or substantially all of its assignor under business relating to Licensed Compounds and Products, whether by merger, sale of stock, sale of assets or otherwise and whether this Agreement. All validly Agreement is actually assigned rights or is assumed by the acquirer by operation of law, including in the context of a reverse triangular merger and in the case of Intellikine, if there is an Intellikine Holding Company, such a transaction effected through such Intellikine Holding Company. The assigning Party shall provide the other Party with prompt written notice of any such assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and be enforceable by, their respective successors and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreementassigns. Any attempted assignment not in accordance with this Section 10.3 contravention of the foregoing shall be void. 10.3.2 Astellas may(b) In connection with a transaction described in Section 18.1(a)(ii): (1) the “Acquired Party” means the Party that is a party to such transaction; (2) the “Acquired Party Pre-Existing Affiliates” means the Affiliates of the Acquired Party existing immediately prior to the closing of such transaction; (3) the “Acquirer” means the acquiring Third Party in such transaction; (4) the “Acquirer Affiliates” means all Affiliates of the Acquirer other than, without Ambit’s consentfollowing such transaction, assign this Agreement the Acquired Party and all its rights the Acquired Party Pre-Existing Affiliates; and obligations hereunder in whole (but 5) “Non-Acquired Party” means the Party that is not in part) a party to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in In the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination transaction described in accordance with this Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): 18.1(a)(ii): (i) The applicable Product(sintellectual property rights of the Acquirer and the Acquirer Affiliates shall not be included in the technology subject to the rights and licenses granted hereunder, and (ii) the Acquirer and the Acquirer Affiliates shall no longer constitute a Conot obtain rights or access to the Patent Rights or Know-Promoted Product(s) How of the Non-Acquired Party or its Affiliates which are subject to the rights and licenses granted under this Agreement, except that (A) unless such rights are sublicensed by the Parties shall be required Acquired Party to pay the Acquirer or the Acquirer Affiliates to the extent permitted herein. If, following such transaction, the Acquired Party assigns or causes the assignment to one another Co-Promotion Payments in accordance with Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 its Affiliates (including for purposes the Acquirer or any Acquirer Affiliate) of applying defined terms used in Article 7 to give effect the Patent Rights and Know-How of the Acquired Party or the Acquired Party Pre-Existing Affiliates, which Patent Rights and Know-How are subject to the provisions thereof); (ii) Notwithstanding any other term or condition of rights and licenses granted under this Agreement to the contrary, Allowed Expenses for purposes of determining such CoNon-Promotion Payments shall be deemed to include any and all costs Acquired Party (internal and out-of-pocketthe “Assigned IP”), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget such Assigned IP shall not applyremain subject to the rights and licenses granted under this Agreement to such Non-Acquired Party, (B) Sections 3.8 the Patent Rights subject to the rights and 3.9 licenses granted under this Agreement to the Non-Acquired Party shall have no further force include any Patent Rights of the Acquirer or effectany of its Affiliates (including any Acquirer Affiliate) that cover, andgenerically or specifically, for clarityinventions necessary or useful to develop, manufacture, use, sell, offer to sell or import Licensed Compounds or Products in the Field, which inventions (x) Astellas shall not be under are developed by any obligations to prepare individuals who were employees of the Acquired Party or present for Ambit’s review any CoAcquired Party Pre-Promotion PlanExisting Affiliates as of the closing of such transaction, (y) are developed after the JCC shall be terminated, closing of such transaction during any period that such individual remains an employee of the Acquired Party or any of its Affiliates (including the Acquirer or any Acquirer Affiliate) and (z) Astellas shall have no obligations claim priority to continue providing to Ambit information with respect to commercialization activities for any Patent Right within the U.S.Assigned IP, and (C) Astellas the Know-How subject to the rights and licenses granted under this Agreement to the Non-Acquired Party shall have sole control over all commercialization matters in include any Know-How necessary or useful to research, develop, manufacture, use, sell, offer to sell or import Licensed Compounds or Products, which Know-How is developed by any individuals who were employees of the U.S.Acquired Party or any Acquired Party Pre-Existing Affiliates as of the closing of such transaction, except which Know-How is developed after the closing of such transaction during any period that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to such individual remains an employee of the Acquired Party or any of its commercialization activities in Affiliates (including the U.S; Acquirer or any Acquirer Affiliate), and the Patent Rights (ivif any) For clarity, nothing contained herein is intended claiming or disclosing such Know-How shall be construed subject to be in derogation of Astellas’s obligations the rights and licenses granted under this Agreement to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;Non-Acquired Party.

Assignment; Change of Control. 10.3.1 Except as (a) Neither Party may assign this Agreement, or assign or transfer any rights or obligations hereunder, without the prior written consent of the other, except that a Party may make such an assignment or transfer without the other Party’s consent, unless where such assignment or transfer requires the prior consent of any Third Party licensor of uniQure (i) to any Affiliate of such Party, provided in this Section 10.3, that such assignment or transfer shall not adversely affect the other Party’s rights and obligations under this Agreement may not and that such assigning/transferring Party remains jointly and severally liable with such Affiliate for the performance of this Agreement or the transferred or assigned obligations, or (ii) to any Third Party successor-in-interest or purchaser of all or substantially all of the business or assets of such Party to which this Agreement relates (with such business and assets, in the case of uniQure, to include the uniQure Technology and personnel with requisite expertise necessary to perform uniQure’s obligations under this Agreement, including conducting the activities assigned to uniQure under the Research Program), whether in a merger, combination, reorganization, sale of stock, sale of assets or other transaction; provided however, that in case of (ii) the assigning/transferring Party provides written notice to the other Party of such assignment or transfer and the assignee shall have agreed in writing to be assigned bound (or is otherwise transferred, nor may required by operation of Applicable Law to be bound) in the same manner as such assigning Party hereunder. Exhibit S contains a list of Third Party agreements as of the Effective Date where the prior consent of Third Party Licensors is required for the assignment of this Agreement or the assignment or transfer of any right or obligation hereunder hereunder. uniQure shall update Exhibit S from time to time by providing written notice to BMS to add Third Party agreements that require such Third Party licensor consent. If a Third Party agreement is not listed in Exhibit S, then BMS shall have no obligation to seek the prior consent of uniQure. Any permitted assignment or transfer shall be assigned binding on the successors of the assigning/transferring Party. Any assignment or transferred, transfer or attempted assignment or transfer by either Party without the consent in violation of the other terms of this Section 17.8 shall be null, void and of no legal effect. For clarity, the provisions of this Section 17.8 shall not apply to or encompass sublicensing of the rights licensed to a Party under this Agreement. (b) In the event that uniQure is acquired in a Change of Control Transaction by a Third Party (such Third Party, hereinafter referred to as an “Acquirer”), then the intellectual property of such consent Acquirer held or developed by such Acquirer prior to or after such acquisition (other than intellectual property developed by such Acquirer in the course of conducting uniQure’s activities under this Agreement) shall be excluded from the uniQure Technology, and such Acquirer (and Affiliates of such Acquirer which are not controlled by (as defined under the Affiliate definition in Article 1) uniQure itself) shall be unreasonably withheldexcluded from the Affiliate definition solely for purposes of the applicable components of the uniQure Technology. Any permitted assignee For clarity, any intellectual property developed by the Acquirer in the course of conducting uniQure’s activities under this Agreement shall assume be included within the uniQure Technology to the extent such intellectual property would have been so included had it been developed by uniQure. For further clarity, the Acquirer has sole discretion as to whether it will contribute its intellectual property or know-how to uniQure’s activities and uniQure Technology under this Agreement. (c) In the event that BMS is acquired in writing all assigned obligations a Change of Control Transaction by an Acquirer, then the intellectual property of such Acquirer held or developed by such Acquirer prior to or after such acquisition (other than intellectual property developed by such Acquirer in the course of conducting BMS’ activities under this Agreement) shall be excluded from the licenses to intellectual property rights of BMS hereunder, and such Acquirer (and Affiliates of such Acquirer which are not controlled by (as defined under the Affiliate definition in Article 1) BMS itself) shall be excluded from the Affiliate definition solely for purposes of the applicable components of intellectual property rights of BMS. For clarity, any intellectual property developed by the Acquirer in the course of conducting BMS’ activities under this Agreement shall be included within the licenses to intellectual property rights of BMS hereunder to the extent such intellectual property would have been so included had it been developed by BMS. For further clarity, the Acquirer has sole discretion as to whether it will contribute its assignor intellectual property or know-how to BMS’ activities under this Agreement. All validly assigned rights of Notwithstanding the foregoing, in the event that BMS is acquired in a Party shall inure to the benefit of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void. 10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates. 10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control Transaction by an Acquirer, BMS shall procure that BMS (only if BMS is a surviving entity) or Acquirer confirms to uniQure in writing within six (6) months following the effective date of Ambitsuch Change of Control Transaction that BMS (only if BMS is a surviving entity) or Acquirer is willing to support the then-current Research Plan and Development Plan in essentially the same manner as agreed before between BMS and uniQure. If (i) uniQure does not obtain such written confirmation by BMS (only if BMS is a surviving entity) or Acquirer within such six (6) months period, Astellas shall have the right, Alliance Manager at its sole discretion upon uniQure has provided written notice to the Alliance Manager at BMS (only if BMS is a surviving entity) or Acquirer that it did not receive such confirmation and that that failure to provide such confirmation within thirty (30) days prior may result in the termination of this Agreement on a Collaboration Target-by-Collaboration Target basis, and the Alliance Manager at BMS (only if BMS is a surviving entity) or Acquirer does not provide such confirmation within thirty (30) days of receipt of such written notice or (ii) Acquirer decides not to continue research and Development of any Therapeutic or Product for particular Collaboration Targets in accordance with the then-current Research Plan and Development Plan, then uniQure may terminate this Agreement on a Collaboration Target-by-Collaboration Target basis for those Collaboration Targets for which the Alliance Manager at BMS (only if BMS is a surviving entity) or Acquirer has not provided written confirmation of BMS’ (only if BMS is a surviving entity) or Acquirer’s intent to continue to do research and Development for any time within Therapeutic or Product in accordance with the then-current Research Plan and Development Plan in the case of (i), and those Collaboration Targets for which BMS (only if BMS is a surviving entity) or Acquirer has decided not to continue research and Development for any Therapeutic or Product in accordance with the then-current Research Plan and Development Plan in the case of (ii) upon three (3) months after completion of such a Change of Control of Ambitprior written notice to BMS, to exercise one or more of the following options: (a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination; (b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with this and Section 10.3.3 based on a Change of Control of Ambit, the following shall apply from and after the effective date of such termination event(s): (i) The applicable Product(s) shall no longer constitute a Co-Promoted Product(s) under this Agreement13.7, except that (A) the Parties shall be required to pay to one another Co-Promotion Payments in accordance with for Section 3.8.5 with the applicable financial terms and conditions of this Agreement applied for purposes of calculating such payments as if such Product(s) were a Co-Promoted Product(s) hereunder; and (B) such Product(s) shall continue to be treated as a Co-Promoted Product(s) for purposes of Article 7 (including for purposes of applying defined terms used in Article 7 to give effect to the provisions thereof); (ii) Notwithstanding any other term or condition of this Agreement to the contrary, Allowed Expenses for purposes of determining such Co-Promotion Payments shall be deemed to include any and all costs (internal and out-of-pocket13.7(h), whether direct or indirect, incurred to build, maintain and operate Astellas’s, its Related Party’s or subcontractors’s sales force(s) in the U.S. for the Product(s) that was the subject of the Co-Promotion Agreement, and to use such sales force(s) to Promote the Product(s) in the U.S., including any such amounts incurred to provide, support and maintain sales force managers for such sales force(s); (iii) Without limitation to the foregoing, for purposes of calculating Co-Promotion Payments, (A) any requirement that Allowed Expenses be incurred in accordance with any budget shall not apply, (B) Sections 3.8 and 3.9 shall have no further force or effect, and, for clarity, (x) Astellas shall not be under any obligations to prepare or present for Ambit’s review any Co-Promotion Plan, (y) the JCC shall be terminated, and (z) Astellas shall have no obligations to continue providing to Ambit information with respect to commercialization activities for the U.S., and (C) Astellas shall have sole control over all commercialization matters in the U.S., except that Astellas shall provide to Ambit summary reports each Calendar Quarter with respect to its commercialization activities in the U.S; (iv) For clarity, nothing contained herein is intended or shall be construed to be in derogation of Astellas’s obligations to use Commercially Reasonable Efforts to commercialize the applicable Product(s) in the U.S. as required pursuant to Section 3.6.1, or Ambit’s right to conduct audits pursuant to Section 4.6;.