Common use of Assignment; Change of Control Clause in Contracts

Assignment; Change of Control. Except as provided in this Section 10.2, 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, either Party may, without the other Party’s consent, assign this Agreement and its rights and obligations hereunder in whole or in part to (i) an Affiliate or (ii) in connection with a Change of Control; provided, however, that Ambrx must notify Agensys at least twenty (20) days prior to completion of any such Change of Control, and Agensys shall have the right (in its discretion), at any time after receipt of such notice, to elect any one or more of the following options: (i) terminate the Research Program in compliance with Section 2.8.2 (and Ambrx shall reimburse Agensys for any uncredited fees paid by Agensys pursuant to the Research Program), (ii) require Ambrx, including its acquiring party, to adopt reasonable procedures to be agreed upon in writing with Agensys to prevent the disclosure of all Confidential Information of Agensys and its Affiliates and other information with respect to the development and commercialization of Compounds or Products (the “Sensitive Information”) beyond Ambrx personnel having access to and knowledge of Sensitive Information prior to the Ambrx Change of Control, and to control the dissemination of Sensitive Information disclosed after the Ambrx Change of Control, which procedures shall include reasonable restrictions on the scope of any Sensitive Information to be provided by Agensys; (iii) terminate Ambrx’s involvement on the JPT; and/or (iv) terminate the Agreement in its entirety pursuant to Section 8.2. Any permitted assignee shall assume all obligations of its assignor under this Agreement. This Agreement is binding upon the permitted successors and assigns of the Parties. Any attempted assignment not in accordance with this Section 10.2 shall be void.

Assignment; Change of Control. (a) Except as provided in this Section 10.29.2, 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, either Party . (b) MERCK may, without the other Party’s consentconsent of AVEO, assign this Agreement and its rights and obligations hereunder in whole or in part to (i) an Affiliate of MERCK or in connection with a Change of Control. (iic) AVEO may, without MERCK’s consent, assign this Agreement and its rights and obligations hereunder to a wholly-owned subsidiary of AVEO or in connection with a Change of Control; provided, however, that Ambrx must notify Agensys at least twenty (20) days prior to completion in the event of any such a Major Pharma Change of Control, AVEO shall provide written notice to MERCK at least [**] days prior to the completion of such Major Pharma Change of Control and Agensys MERCK shall have the right (in its discretion)right, at any time its election (such election to be made within [**] days after receipt of such notice, ) to elect any one implement some or more all of the following options: revisions to this Agreement: (i) to the extent that provisions of the Agreement require MERCK to provide MERCK Know-How and other information regarding the Collaboration to AVEO, such provisions shall be automatically amended to no longer impose such an obligation on MERCK; (ii) the provisions of the Agreement providing for the participation of AVEO in decision-making through the Committee (including but not limited to Section 2.4) shall be of no further force and effect; and (iii) MERCK shall be entitled to terminate the Research Program as provided in compliance with Section 2.8.2 (and Ambrx 2.8.2, provided, however, that such termination shall reimburse Agensys for any uncredited fees paid by Agensys pursuant be deemed to be a termination of the Research Program), (ii) require Ambrx, including its acquiring party, to adopt reasonable procedures to be agreed upon in writing with Agensys to prevent the disclosure of all Confidential Information of Agensys and its Affiliates and other information with respect to the development and commercialization of Compounds or Products (the “Sensitive Information”) beyond Ambrx personnel having access to and knowledge of Sensitive Information prior to the Ambrx Change of Control, and to control the dissemination of Sensitive Information disclosed after the Ambrx Change of Control, which procedures shall include reasonable restrictions on the scope of any Sensitive Information to be provided by Agensys; (iii) terminate Ambrx’s involvement on the JPT; and/or (iv) terminate the Agreement in its entirety Program pursuant to Section 8.2. Any permitted assignee 2.8.4, regardless of when such Research Program termination occurs. (d) Further, upon any assignment or Change of Control by AVEO, MERCK’s obligation to provide royalty reports pursuant to Section 5.4.6 shall assume all obligations of its assignor under this Agreement. This Agreement is binding upon the permitted successors and assigns of the Parties. be limited to reporting MERCK’s total worldwide royalty obligations. (e) Any attempted assignment not in accordance with this Section 10.2 9.2 shall be void.

Assignment; Change of Control. Except as provided in this Section 10.212.2, 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, either Party MERCK may, without the other Party’s DOV's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to (i) an a MERCK Affiliate or in connection with a Change of Control (iias defined below). In the event of such Change of Control, MERCK will promptly (but in no event later than five (5) days thereafter) notify DOV of such Change of Control. DOV may, without MERCK's consent, assign this Agreement and its rights and obligations hereunder (except as specified below) in connection with a Change of Control; provided, however, that Ambrx must notify Agensys at least twenty (20) days prior to completion . In the event of any such Change of Control, and Agensys shall have the right DOV will promptly (but in its discretion), at any time after receipt no event later than five (5) days thereafter) notify MERCK of such notice, to elect any one or more of the following options: (i) terminate the Research Program in compliance with Section 2.8.2 (and Ambrx shall reimburse Agensys for any uncredited fees paid by Agensys pursuant to the Research Program), (ii) require Ambrx, including its acquiring party, to adopt reasonable procedures to be agreed upon in writing with Agensys to prevent the disclosure of all Confidential Information of Agensys and its Affiliates and other information with respect to the development and commercialization of Compounds or Products (the “Sensitive Information”) beyond Ambrx personnel having access to and knowledge of Sensitive Information prior to the Ambrx Change of Control, and to control the dissemination of Sensitive Information disclosed after the Ambrx Change of Control, which procedures shall include reasonable restrictions on the scope of any Sensitive Information to be provided by Agensys; (iii) terminate Ambrx’s involvement on the JPT; and/or (iv) terminate the Agreement in its entirety pursuant to Section 8.2. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. This Agreement is binding upon the permitted successors and assigns of the Parties. Any attempted assignment not in accordance with this Section 10.2 12.2 shall be void. In addition to MERCK's rights set forth above, in the event of a Change of Control in which a Major Pharma Entity obtains control of DOV by acquiring DOV's assets or voting equity securities (by asset purchase, merger, consolidation, reorganization or otherwise) (a) all provisions of this Agreement that require MERCK to provide information to DOV shall terminate, except (i) royalty reports pursuant to Section 5.7; (ii) notices of the attainment of any Development Milestone or Product Profile Milestone (as described in Section 5.3 or Section 5.4 hereunder); and (iii) disclosures to DOV required under Section 9.4.4 or Section 10; and (b) DOV's option to co-promote Product in the United States pursuant to Section 3.7 shall terminate immediately upon such Change of Control. A "Change of Control" of a Party shall be [LOGO] Restricted Confidential Limited Access *** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO THIS MATERIAL.

Assignment; Change of Control. Except as provided in this Section 10.2, (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. Notwithstanding the foregoing; provided, either that each Party may, without the other Party’s consent, may assign this Agreement and its rights and obligations hereunder under this Agreement, without such consent from the other Party, to its Affiliate, or to any successor in whole interest in connection with the sale of all or in part substantially all of such Party’s assets or a sale of all or substantially of the business related to this Agreement, or a merger, acquisition or other similar transactions. For the avoidance of doubt, the terms and conditions of this Agreement shall be binding on the permitted successors and assignees of each Party. (b) If CGEN undergoes a Change of Control: (i) an Affiliate or (ii) in connection with a CGEN will notify Gilead thereof within [**] upon the closing of the Change of Control; provided, howeverthat a public announcement within such period by or through a nationally recognized news organization recognized pharma/biotech industry news organization or forum of such closing shall be sufficient to provide such notification; (ii) The Parties shall comply with Section 3.6 (Exclusivity) as described therein; and (iii) Notwithstanding anything to the contrary in this Agreement, that Ambrx must notify Agensys at least twenty (20) days prior to completion of any such Change of Control, and Agensys shall Gilead will have the right right, at its sole discretion, by written notice delivered to CGEN (in or its discretion), successor) at any time after receipt of such noticewithin [**] following the written notice contemplated by the foregoing Section 18.3(b)(i), to elect any one or more of the following options: (i1) terminate the Research Program in compliance with Section 2.8.2 (and Ambrx shall reimburse Agensys any or all provisions of this Agreement providing for any uncredited fees paid delivery by Agensys pursuant Gilead to CGEN of Confidential Information of Gilead relating to activities contemplated by this Agreement, save only for the Research Programprovisions of Article 9 (Payments), (ii2) disband the JSC, and (3) require Ambrx, including CGEN and its acquiring party, Acquirer to adopt reasonable procedures procedures, to be agreed upon by the Parties in writing with Agensys writing, to prevent the disclosure of all Confidential Information of Agensys and its Affiliates and other information with respect Gilead to the development and commercialization of Compounds or Products (the “Sensitive Information”CGEN’s Acquirer. For clarity this Section 18.3(b)(iii) beyond Ambrx personnel having access to and knowledge of Sensitive Information prior to the Ambrx Change of Control, and to control the dissemination of Sensitive Information disclosed after the Ambrx Change of Control, which procedures shall include reasonable restrictions on the scope of does not limit any Sensitive Information to be provided by Agensys; (iii) terminate Ambrx’s involvement on the JPT; and/or (iv) terminate the Agreement in its entirety pursuant to Section 8.2. Any permitted assignee shall assume all reporting obligations of its assignor under this Agreement. This Agreement is binding upon the permitted successors and assigns of the Parties. Any attempted assignment not Gilead that are financial in accordance with this Section 10.2 shall be voidnature.

Assignment; Change of Control. (a) Except as provided in this Section 10.215.8, 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, either Party . (b) Merck may, without the other Party’s Xxxxx’x consent, assign this Agreement and its rights and obligations hereunder in whole or in part to (i) an a Merck Affiliate or in connection with a Change of Control. (iic) Xxxxx may, without Merck’s consent, assign this Agreement and its rights and obligations hereunder in whole in connection with a Change of Control; provided, however, that Ambrx Xxxxx must notify Agensys Merck at least twenty thirty (2030) days prior to completion of any such Change of Control except that in the case of a Change of Control as set forth in Subsection 1.12(3) only, Xxxxx shall provide Merck such notice thirty (30) days after Xxxxx becomes aware of such Change of Control. (d) In connection with a Competing Pharma Change of Control with respect to Xxxxx, and Agensys Merck shall have the right (in its discretion)right, at any time after receipt of such notice, to elect any one or more of the following options: to (i) terminate the Research Program in compliance with Section 2.8.2 (and Ambrx shall reimburse Agensys for any uncredited fees paid by Agensys limit its obligations to provide Xxxxx Royalty related reports pursuant to the Research Program), Section 7.1(f) to reporting only Merck’s worldwide Royalty obligations; (ii) require AmbrxXxxxx, including its acquiring the Change of Control party, to adopt reasonable procedures to be agreed upon in writing with Agensys Merck to prevent the disclosure of all Confidential any Information of Agensys Merck and its Affiliates and other information with respect to the development of CpG 7909 and commercialization of Compounds or Products (the collectively “Sensitive Information”) beyond Ambrx Xxxxx personnel having access to and knowledge of Sensitive Information prior to the Ambrx Change of Control, Control and to control the dissemination of Sensitive Information disclosed after the Ambrx Change of Control, which . The purposes of such procedures shall include reasonable restrictions on the scope of any be to strictly limit such disclosures to only those personnel having a need to know Sensitive Information in order for Xxxxx to be provided by Agensys; perform its obligations under this Agreement and to prohibit the use of Sensitive Information for competitive reasons against Merck and its Related Parties, including without limitation, the use of Sensitive Information for the development or commercialization of competing products. (iiie) terminate Ambrx’s involvement on the JPT; and/or (iv) terminate the Agreement in its entirety pursuant to Section 8.2. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. This Agreement is binding upon the permitted successors and assigns of the Parties. Any attempted assignment not in accordance with this Section 10.2 15.8 shall be void.