Common use of ASSIGNMENT OR CHANGE OF CONTROL Clause in Contracts

ASSIGNMENT OR CHANGE OF CONTROL. (a) Neither this Agreement nor any right, license, privilege or obligation provided herein may be assigned, transferred or shared by either party without the other party's prior written consent. Notwithstanding the foregoing, either party may assign this Agreement or any rights under this Agreement in part or in whole, to any affiliate of that party or any person or entity into which the assigning party has merged or which has otherwise succeeded to all or substantially all of the business and assets to which this Agreement pertains, by merger, consolidation, reorganization or otherwise, provided the acquiring party complies with the provisions of this Section 15.4. (b) The assigning party must ensure that such person or entity has assumed in writing or by operation of law the assigning party's obligations under this Agreement. (c) Each party agrees to give the other party prior notice of any agreement to merge or transfer its business to a third party as of the date of such agreement and to make any such agreement subject to the conditions set forth in this Section. (d) To the extent any party seeking to assume the obligations and receive the benefits of Rosetta hereunder owns directly or beneficially any intellectual property rights which cover manufacture, sale or use of Array Products, as an additional condition precedent to any assignment such party shall provide Agilent a royalty-free fully paid up license to such technology. *MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT, AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SEC. (e) This Agreement will be binding on the successors and permitted assigns of the parties and the name of the party appearing herein will be deemed to include the names of such party's successors or permitted assigns to the extent necessary to carry out the intent of this Agreement. (f) Notwithstanding the foregoing Sections 15.4(a)-(e), this Agreement may not be assigned by a party to a third party unless such party's rights and obligations under the Collaboration Agreement are also assigned to such third party.

ASSIGNMENT OR CHANGE OF CONTROL. (a) Neither Except as otherwise set forth in this Agreement, this Agreement nor any rightand its rights, licenseprivileges, privilege and obligations may not be assigned or obligation provided herein may be assigned, otherwise transferred or shared by either party Party without the other party's prior written consent. Notwithstanding consent of the foregoingother Party; provided that either Party may assign, either party may assign this Agreement or any without consent but with prior written notice, such Party’s rights and obligations under this Agreement (i) in part connection with a merger, consolidation, or in whole, to any affiliate sale of that party or any person or entity into which substantially all of the assigning party has merged Party’s assets to an unrelated Third Party, (ii) in connection with a Change of Control, or which has otherwise succeeded (iii) to an Affiliate of such Party provided that in the case of an assignment by Lilly to a Lilly Affiliate, if such Lilly Affiliate fails to perform its responsibilities under the Agreement, then Lilly shall remain liable in all respects under this Agreement notwithstanding any assignment of the Agreement to such Affiliate; provided that, in the event of an assignment described in clause (i) or (ii), the non-assigning Party may at its sole discretion terminate this Agreement if such Change of Control reasonably presents a conflict of interest to continue with the successor entity. For the purposes of this Agreement, a “Change of Control” of a Party occurs upon (i) the closing of a sale of all or substantially all of the assets of such Party to a Third Party in one transaction or series of transactions, (ii) the closing of a merger or other business combination or transaction that results in a Third Party owning, directly or indirectly, of more than 50% of the voting securities of such Party, or (iii) the closing of a transaction, following which a Third Party acquires direct or indirect ability or power to direct or cause the direction of the management and assets to which this Agreement pertainspolicies of such Party or otherwise direct the affairs of such Party, whether through ownership of equity, voting securities, beneficial interest, by mergercontract, consolidation, reorganization or otherwise, provided that for the acquiring party complies with the provisions purposes of this Section 15.4Agreement, a Change in Control shall not be deemed to have taken place if such Change of Control transaction involves a reorganization or similar transaction amongst the direct or indirect shareholders or Affiliates of such Party, following which a shareholder or Affiliate of such Party emerges as the direct or indirect owner of more than 50% of the voting securities, or owning all or substantially all the assets of the Party, or acquiring the direct or indirect ability or power to direct or cause the direction of the management and policies of such Party. Any assignee must assume in writing the obligations of the assigning Party to which it is the assignee or successor. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. (b) The assigning party A Party terminating pursuant to Article 15.2(a) must ensure that such person or entity has assumed in writing or deliver three (3) months’ prior written notice within nine (9) months of the delivery of notice by operation of law the assigning party's obligations under this Agreement. (c) Each party agrees to give the other party prior notice of any agreement to merge or transfer its business to a third party as Party of the date effectiveness of such agreement and to make any such agreement subject to the conditions set forth in this Sectionassignment. (d) To the extent any party seeking to assume the obligations and receive the benefits of Rosetta hereunder owns directly or beneficially any intellectual property rights which cover manufacture, sale or use of Array Products, as an additional condition precedent to any assignment such party shall provide Agilent a royalty-free fully paid up license to such technology. *MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT, AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SEC. (e) This Agreement will be binding on the successors and permitted assigns of the parties and the name of the party appearing herein will be deemed to include the names of such party's successors or permitted assigns to the extent necessary to carry out the intent of this Agreement. (f) Notwithstanding the foregoing Sections 15.4(a)-(e), this Agreement may not be assigned by a party to a third party unless such party's rights and obligations under the Collaboration Agreement are also assigned to such third party.

ASSIGNMENT OR CHANGE OF CONTROL. (a) Neither Except as otherwise set forth in this Agreement, this Agreement nor any rightand its rights, licenseprivileges, privilege and obligations may not be assigned or obligation provided herein may be assigned, otherwise transferred or shared by either party Party without the other party's prior written consent. Notwithstanding consent of the foregoingother Party; provided that either Party may assign, either party may assign this Agreement or any without consent but with prior written notice, such Party’s rights and obligations under this Agreement (i) in part connection with a merger, consolidation, or in whole, to any affiliate sale of that party or any person or entity into which substantially all of the assigning party has merged Party’s assets to an unrelated Third Party, (ii) in connection with a Change of Control; or which has otherwise succeeded (iii) to an Affiliate of such Party; provided that, in the event of an assignment described in clause (i) or (ii), the non-assigning Party may at its sole discretion terminate this Agreement if such Change of Control reasonably presents a conflict of interest to continue with the successor entity. For the purposes of this Agreement, a “Change of Control” of a Party occurs upon (i) the closing of a sale of all or substantially all of the assets of such Party to a Third Party in one transaction or series of transactions, (ii) the closing of a merger or other business combination or transaction that results in a Third Party owning, directly or indirectly, of more than 50% of the voting securities of such Party, or (iii) the closing of a transaction, following which a Third Party acquires direct or indirect ability or power to direct or cause the direction of the management and assets to which this Agreement pertainspolicies of such Party or otherwise direct the affairs of such Party, whether through ownership of equity, voting securities, beneficial interest, by mergercontract, consolidation, reorganization or otherwise, provided that for the acquiring party complies with the provisions purposes of this Section 15.4Agreement, a Change in Control shall not be deemed to have taken place if such Change of Control transaction involves a reorganization or similar transaction amongst the direct or indirect shareholders or Affiliates of such Party, following which a shareholder or Affiliate of such Party emerges as the direct or indirect owner of more than 50% of the voting securities, or owning all or substantially all the assets of the Party, or acquiring the direct or indirect ability or power to direct or cause the direction of the management and policies of such Party. Any assignee must assume in writing the obligations of the assigning Party to which it is the assignee or successor. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. (b) The assigning party A Party terminating pursuant to Article 8.2(a) must ensure that such person or entity has assumed in writing or deliver three (3) months’ prior written notice within nine (9) months of the delivery of notice by operation of law the assigning party's obligations under this AgreementParty of the effectiveness of such assignment. (c) Each party agrees to give the other party prior notice of any agreement to merge or transfer its business to a third party as of the date of such agreement and to make any such agreement subject Notwithstanding anything to the conditions set forth contrary in this Section. (d) To the extent any party seeking to assume the Agreement, no rights or obligations and receive the benefits of Rosetta hereunder owns directly or beneficially any intellectual property rights which cover manufacture, sale or use of Array Products, as an additional condition precedent to any assignment such party shall provide Agilent a royalty-free fully paid up license to such technology. *MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT, AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SEC. (e) This Agreement will be binding on the successors and permitted assigns of the parties and the name of the party appearing herein will be deemed to include the names of such party's successors or permitted assigns to the extent necessary to carry out the intent of this Agreement. (f) Notwithstanding the foregoing Sections 15.4(a)-(e), Party under this Agreement may not be assigned by a party or transferred to a third party any Third Party or Affiliate pursuant to Article 8.2(a) unless such party's all rights and obligations of such Party under the Collaboration Agreement are also assigned or transferred to the same Third Party or Affiliate previous to or simultaneously with such third partyassignment or transfer hereunder.

ASSIGNMENT OR CHANGE OF CONTROL. (a) Neither Except as otherwise set forth in this Agreement, this Agreement nor any rightand its rights, licenseprivileges, privilege and obligations may not be assigned or obligation provided herein may be assigned, otherwise transferred or shared by either party Party without the other party's prior written consent. Notwithstanding consent of the foregoingother Party; provided that either Party may assign, either party may assign this Agreement or any without consent but with prior written notice, such Party’s rights and obligations under this Agreement (i) in part connection with a merger, consolidation, or in whole, to any affiliate sale of that party or any person or entity into which substantially all of the assigning party Party’s assets to an unrelated Third Party, (ii) in connection with a Change of Control; [**] Certain information in this document has merged been omitted and filed separately with the Securities and Exchange Commission. or which has otherwise succeeded (iii) to an Affiliate of such Party; provided that, in the event of an assignment described in clause (i) or (ii), the non-assigning Party may at its sole discretion terminate this Agreement if such Change of Control reasonably presents a conflict of interest to continue with the successor entity. For the purposes of this Agreement, a “Change of Control” of a Party occurs upon (i) the closing of a sale of all or substantially all of the assets of such Party to a Third Party in one transaction or series of transactions, (ii) the closing of a merger or other business combination or transaction that results in a Third Party owning, directly or indirectly, of more than 50% of the voting securities of such Party, or (iii) the closing of a transaction, following which a Third Party acquires direct or indirect ability or power to direct or cause the direction of the management and assets to which this Agreement pertainspolicies of such Party or otherwise direct the affairs of such Party, whether through ownership of equity, voting securities, beneficial interest, by mergercontract, consolidation, reorganization or otherwise, provided that for the acquiring party complies with the provisions purposes of this Section 15.4Agreement, a Change in Control shall not be deemed to have taken place if such Change of Control transaction involves a reorganization or similar transaction amongst the direct or indirect shareholders or Affiliates of such Party, following which a shareholder or Affiliate of such Party emerges as the direct or indirect owner of more than 50% of the voting securities, or owning all or substantially all the assets of the Party, or acquiring the direct or indirect ability or power to direct or cause the direction of the management and policies of such Party. Any assignee must assume in writing the obligations of the assigning Party to which it is the assignee or successor. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. (b) The assigning party A Party terminating pursuant to Article 8.2(a) must ensure that such person or entity has assumed in writing or deliver three (3) months’ prior written notice within nine (9) months of the delivery of notice by operation of law the assigning party's obligations under this AgreementParty of the effectiveness of such assignment. (c) Each party agrees to give the other party prior notice of any agreement to merge or transfer its business to a third party as of the date of such agreement and to make any such agreement subject Notwithstanding anything to the conditions set forth contrary in this Section. (d) To the extent any party seeking to assume the Agreement, no rights or obligations and receive the benefits of Rosetta hereunder owns directly or beneficially any intellectual property rights which cover manufacture, sale or use of Array Products, as an additional condition precedent to any assignment such party shall provide Agilent a royalty-free fully paid up license to such technology. *MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT, AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SEC. (e) This Agreement will be binding on the successors and permitted assigns of the parties and the name of the party appearing herein will be deemed to include the names of such party's successors or permitted assigns to the extent necessary to carry out the intent of this Agreement. (f) Notwithstanding the foregoing Sections 15.4(a)-(e), Party under this Agreement may not be assigned by a party or transferred to a third party any Third Party or Affiliate pursuant to Article 8.2(a) unless such party's all rights and obligations of such Party under the Collaboration Agreement are also assigned or transferred to the same Third Party or Affiliate previous to or simultaneously with such third partyassignment or transfer hereunder.

ASSIGNMENT OR CHANGE OF CONTROL. (a) Neither Except as otherwise set forth in this Agreement, this Agreement nor any rightand its rights, licenseprivileges, privilege and obligations may not be assigned or obligation provided herein may be assigned, otherwise transferred or shared by either party Party without the other party's prior written consent. Notwithstanding consent of the foregoingother Party; provided that either Party may assign, either party may assign this Agreement or any without consent but with prior written notice, such Party’s rights and obligations under this Agreement (i) in part connection with a merger, consolidation, or in whole, to any affiliate sale of that party or any person or entity into which substantially all of the assigning party Party’s assets to an unrelated Third Party, (ii) in connection with a Change of Control, or (iii) to an Affiliate of such Party provided that in the case of an assignment by Lilly to a Lilly Affiliate, if such Lilly Affiliate fails to perform its responsibilities under the Agreement, then Lilly shall remain liable in all respects under this Agreement notwithstanding any assignment of the Agreement to such Affiliate; provided that, in the event of an assignment described in clause (i) or (ii), the non-assigning Party may at its sole discretion terminate this Agreement if such Change of Control reasonably presents a conflict of interest to continue with the successor entity. For the purposes of this Agreement, a “Change of Control” of a Party occurs upon (i) the [**] Certain information in this document has merged or which has otherwise succeeded to been omitted and filed separately with the Securities and Exchange Commission. closing of a sale of all or substantially all of the assets of such Party to a Third Party in one transaction or series of transactions, (ii) the closing of a merger or other business combination or transaction that results in a Third Party owning, directly or indirectly, of more than 50% of the voting securities of such Party, or (iii) the closing of a transaction, following which a Third Party acquires direct or indirect ability or power to direct or cause the direction of the management and assets to which this Agreement pertainspolicies of such Party or otherwise direct the affairs of such Party, whether through ownership of equity, voting securities, beneficial interest, by mergercontract, consolidation, reorganization or otherwise, provided that for the acquiring party complies with the provisions purposes of this Section 15.4Agreement, a Change in Control shall not be deemed to have taken place if such Change of Control transaction involves a reorganization or similar transaction amongst the direct or indirect shareholders or Affiliates of such Party, following which a shareholder or Affiliate of such Party emerges as the direct or indirect owner of more than 50% of the voting securities, or owning all or substantially all the assets of the Party, or acquiring the direct or indirect ability or power to direct or cause the direction of the management and policies of such Party. Any assignee must assume in writing the obligations of the assigning Party to which it is the assignee or successor. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. (b) The assigning party A Party terminating pursuant to Article 15.2(a) must ensure that such person or entity has assumed in writing or deliver three (3) months’ prior written notice within nine (9) months of the delivery of notice by operation of law the assigning party's obligations under this Agreement. (c) Each party agrees to give the other party prior notice of any agreement to merge or transfer its business to a third party as Party of the date effectiveness of such agreement and to make any such agreement subject to the conditions set forth in this Sectionassignment. (d) To the extent any party seeking to assume the obligations and receive the benefits of Rosetta hereunder owns directly or beneficially any intellectual property rights which cover manufacture, sale or use of Array Products, as an additional condition precedent to any assignment such party shall provide Agilent a royalty-free fully paid up license to such technology. *MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT, AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SEC. (e) This Agreement will be binding on the successors and permitted assigns of the parties and the name of the party appearing herein will be deemed to include the names of such party's successors or permitted assigns to the extent necessary to carry out the intent of this Agreement. (f) Notwithstanding the foregoing Sections 15.4(a)-(e), this Agreement may not be assigned by a party to a third party unless such party's rights and obligations under the Collaboration Agreement are also assigned to such third party.

ASSIGNMENT OR CHANGE OF CONTROL. (a) Neither Except as otherwise set forth in this Agreement, this Agreement nor any rightand its rights, licenseprivileges, privilege and obligations may not be assigned or obligation provided herein may be assigned, otherwise transferred or shared by either party Party without the other party's prior written consent. Notwithstanding consent of the foregoingother Party; provided that either Party may assign, either party may assign this Agreement without consent but with prior written notice, such Party’s rights and obligations, in whole or any rights in part, under this Agreement (i) in part connection with a merger, consolidation, or in whole, to any affiliate sale of that party or any person or entity into which substantially all of the assigning party has merged Party’s assets related to this Agreement to an unrelated Third Party, (ii) in connection with a Change of Control, or (iii) to an Affiliate of such Party (in which has otherwise succeeded case the Affiliate to whom any rights or obligations have been assigned shall be considered a “Party” to this Agreement for purposes of such rights and obligations); provided that in the case of an assignment of obligations by Terns to a Terns Affiliate, if such Terns Affiliate fails to perform such obligations, then Terns shall remain liable in all respects under this Agreement for such obligations, notwithstanding the assignment to such Affiliate. For clarity, Article 15.2(a)(iii) includes the right for Terns to assign any rights or obligations under this Agreement to an Affiliate in Mainland China, and in case of such assignment, such Affiliate would make payments required under this Agreement directly to Lilly. (b) For the purposes of this Agreement, a “Change of Control” of a Party occurs upon (i) the closing of a sale of all or substantially all of the assets of such Party to a Third Party in one transaction or series of transactions, (ii) the closing of a merger or other business combination or transaction that results in a Third Party owning, directly or indirectly, of more than fifty percent (50%) of the voting securities of such Party, or (iii) the closing of a transaction, following which a Third Party acquires direct or indirect ability or power to direct or cause the direction of the management and assets to which this Agreement pertainspolicies of such Party or otherwise direct the affairs of such Party, whether through ownership of equity, voting securities, beneficial interest, by mergercontract, consolidation, reorganization or otherwise, provided that for the acquiring party complies with the provisions purposes of this Section 15.4. (b) The assigning party must ensure that such person or entity has assumed in writing or by operation Agreement, a Change of law the assigning party's obligations under this Agreement. (c) Each party agrees to give the other party prior notice of any agreement to merge or transfer its business to a third party as of the date of such agreement and to make any such agreement subject to the conditions set forth in this Section. (d) To the extent any party seeking to assume the obligations and receive the benefits of Rosetta hereunder owns directly or beneficially any intellectual property rights which cover manufacture, sale or use of Array Products, as an additional condition precedent to any assignment such party Control shall provide Agilent a royalty-free fully paid up license to such technology. *MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT, AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SEC. (e) This Agreement will be binding on the successors and permitted assigns of the parties and the name of the party appearing herein will not be deemed to include have taken place if such Change of Control transaction involves a reorganization or similar transaction amongst the names direct or indirect shareholders or Affiliates of such party's successors Party, following which a shareholder or permitted assigns Affiliate of such Party emerges as the direct or indirect owner of more than fifty percent (50%) of the voting securities, or owning all or substantially all the assets of the Party, or acquiring the direct or indirect ability or power to direct or cause the direction of the management and policies of such Party. Any assignee must assume in writing the obligations of the assigning Party to which it is the assignee or successor. This Agreement shall be binding upon and inure to the extent necessary to carry out benefit of the intent Parties and their respective permitted successors and assigns. Any attempted assignment or transfer of this AgreementAgreement not in accordance with this Article 15.2 shall be null and void. (f) Notwithstanding the foregoing Sections 15.4(a)-(e), this Agreement may not be assigned by a party to a third party unless such party's rights and obligations under the Collaboration Agreement are also assigned to such third party.

ASSIGNMENT OR CHANGE OF CONTROL. (a) Neither Except as otherwise set forth in this Agreement, this Agreement nor any rightand its rights, licenseprivileges, privilege and obligations may not be assigned or obligation provided herein may be assigned, otherwise transferred or shared by either party Party without the other party's prior written consent. Notwithstanding consent of the foregoingother Party; provided that either Party may assign, either party may assign this Agreement without consent but with prior written notice, such Party’s rights and obligations, in whole or any rights in part, under this Agreement (i) in part connection with a merger, consolidation, or sale of substantially all of the [***] = [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] assigning Party’s assets related to this Agreement to an unrelated Third Party, (ii) in wholeconnection with a Change of Control, or (iii) to an Affiliate of such Party (in which case the Affiliate to whom any affiliate rights or obligations have been assigned shall be considered a “Party” to this Agreement for purposes of such rights and obligations); provided that party in the case of an assignment of obligations by Terns to a Terns Affiliate, if such Terns Affiliate fails to perform such obligations, then Terns shall remain liable in all respects under this Agreement for such obligations, notwithstanding the assignment to such Affiliate. For clarity, Article 15.2(a)(iii) includes the right for Terns to assign any rights or any person or entity into which obligations under this Agreement to an Affiliate in Mainland China, and in case of such assignment, such Affiliate would make payments required under this Agreement directly to Lilly. (b) For the assigning party has merged or which has otherwise succeeded to purposes of this Agreement, a “Change of Control” of a Party occurs upon (i) the closing of a sale of all or substantially all of the assets of such Party to a Third Party in one transaction or series of transactions, (ii) the closing of a merger or other business combination or transaction that results in a Third Party owning, directly or indirectly, of more than fifty percent (50%) of the voting securities of such Party, or (iii) the closing of a transaction, following which a Third Party acquires direct or indirect ability or power to direct or cause the direction of the management and assets to which this Agreement pertainspolicies of such Party or otherwise direct the affairs of such Party, whether through ownership of equity, voting securities, beneficial interest, by mergercontract, consolidation, reorganization or otherwise, provided that for the acquiring party complies with the provisions purposes of this Section 15.4. (b) The assigning party must ensure that such person or entity has assumed in writing or by operation Agreement, a Change of law the assigning party's obligations under this Agreement. (c) Each party agrees to give the other party prior notice of any agreement to merge or transfer its business to a third party as of the date of such agreement and to make any such agreement subject to the conditions set forth in this Section. (d) To the extent any party seeking to assume the obligations and receive the benefits of Rosetta hereunder owns directly or beneficially any intellectual property rights which cover manufacture, sale or use of Array Products, as an additional condition precedent to any assignment such party Control shall provide Agilent a royalty-free fully paid up license to such technology. *MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT, AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SEC. (e) This Agreement will be binding on the successors and permitted assigns of the parties and the name of the party appearing herein will not be deemed to include have taken place if such Change of Control transaction involves a reorganization or similar transaction amongst the names direct or indirect shareholders or Affiliates of such party's successors Party, following which a shareholder or permitted assigns Affiliate of such Party emerges as the direct or indirect owner of more than fifty percent (50%) of the voting securities, or owning all or substantially all the assets of the Party, or acquiring the direct or indirect ability or power to direct or cause the direction of the management and policies of such Party. Any assignee must assume in writing the obligations of the assigning Party to which it is the assignee or successor. This Agreement shall be binding upon and inure to the extent necessary to carry out benefit of the intent Parties and their respective permitted successors and assigns. Any attempted assignment or transfer of this AgreementAgreement not in accordance with this Article 15.2 shall be null and void. (f) Notwithstanding the foregoing Sections 15.4(a)-(e), this Agreement may not be assigned by a party to a third party unless such party's rights and obligations under the Collaboration Agreement are also assigned to such third party.