Common use of ASSIGNMENT OR CHANGE OF CONTROL Clause in Contracts

ASSIGNMENT OR CHANGE OF CONTROL. Except as otherwise set forth in this Agreement, this Agreement and each Party’s rights, privileges and obligations under this Agreement may not be assigned or otherwise transferred by either Party without the prior written consent of the other Party; provided that either Party may assign, without consent but with prior written notice to the other Party, such Party’s rights and obligations, in whole or in part, under this Agreement (i) in connection with a merger, consolidation, or sale of substantially all of the assigning 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 a Party to its Affiliate, if such Affiliate fails to perform its responsibilities under this Agreement, then such Party shall remain liable in all respects under this Agreement notwithstanding any assignment of this Agreement to such Affiliate; provided that, in the event of an assignment described in clause (i) or (ii) above, the non-assigning Party may terminate this Agreement if such Change of Control is conducted with a competitor of the non-assigning Party, which directly or indirectly Commercializes and/or Develops a Competing Product. If the non-assigning Party terminates under the latter situation, due to a conflict of interest to continue, then the assigning Party shall compensate the non-assigning Party for the present value of the asset rights foregone as determined by an independent appraiser engaged by both Parties. For the purpose 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 related 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 policies of such Party or otherwise direct the affairs of such Party, whether through ownership of equity, voting securities, beneficial interest, by contract, or otherwise, provided that for the purpose of this Agreement, a Change of 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 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 benefit of the Parties and their respective permitted successors and assigns. Any attempted assignment or transfer of this Agreement not in accordance with this Section 14.5 shall be null and void.

ASSIGNMENT OR CHANGE OF CONTROL. (a) Except as otherwise set forth in this Agreement, this Agreement and each Party’s its rights, privileges privileges, and obligations under this Agreement may not be assigned or otherwise transferred by either Party without the prior written consent of the other Party; provided that either Party may assign, without consent but with prior written notice to the other Partynotice, such Party’s rights and obligations, in whole or in part, obligations under this Agreement (i) in connection with a merger, consolidation, or sale of substantially all of the assigning 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 a Party to its Affiliate, if such Affiliate fails to perform its responsibilities under this Agreement, then such Party shall remain liable in all respects under this Agreement notwithstanding any assignment of this Agreement to such AffiliateParty; provided that, in the event of an assignment described in clause (i) or (ii) above), the non-assigning Party may at its sole discretion terminate this Agreement if such Change of Control is conducted with a competitor of the non-assigning Party, which directly or indirectly Commercializes and/or Develops a Competing Product. If the non-assigning Party terminates under the latter situation, due to reasonably presents a conflict of interest to continue, then continue with the assigning Party shall compensate the non-assigning Party for the present value of the asset rights foregone as determined by an independent appraiser engaged by both Partiessuccessor entity. For the purpose 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 related 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 policies of such Party or otherwise direct the affairs of such Party, whether through ownership of equity, voting securities, beneficial interest, by contract, or otherwise, provided that for the purpose purposes of this Agreement, a Change of 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 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 benefit of the Parties and their respective permitted successors and assigns. Any attempted . (b) A Party terminating pursuant to Article 8.2(a) must deliver three (3) months’ prior written notice within nine (9) months of the delivery of notice by the assigning Party of the effectiveness of such assignment. (c) Notwithstanding anything to the contrary in this Agreement, no rights or obligations of a Party under this Agreement may be assigned or transferred to any Third Party or Affiliate pursuant to Article 8.2(a) unless all rights and obligations of such Party under the Collaboration Agreement are assigned or transferred to the same Third Party or Affiliate previous to or simultaneously with such assignment or transfer of this Agreement not in accordance with this Section 14.5 shall be null and voidhereunder.

ASSIGNMENT OR CHANGE OF CONTROL. (a) Except as otherwise set forth in this Agreement, this Agreement and each Party’s its rights, privileges privileges, and obligations under this Agreement may not be assigned or otherwise transferred by either Party without the prior written consent of the other Party; provided that either Party may assign, without consent but with prior written notice to the other Partynotice, such Party’s rights and obligations, in whole or in part, obligations under this Agreement (i) in connection with a merger, consolidation, or sale of substantially all of the assigning Party’s assets to an unrelated Third Party, (ii) in connection with a Change of Control, ; [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. or (iii) to an Affiliate of such Party provided that in the case of an assignment by a Party to its Affiliate, if such Affiliate fails to perform its responsibilities under this Agreement, then such Party shall remain liable in all respects under this Agreement notwithstanding any assignment of this Agreement to such AffiliateParty; provided that, in the event of an assignment described in clause (i) or (ii) above), the non-assigning Party may at its sole discretion terminate this Agreement if such Change of Control is conducted with a competitor of the non-assigning Party, which directly or indirectly Commercializes and/or Develops a Competing Product. If the non-assigning Party terminates under the latter situation, due to reasonably presents a conflict of interest to continue, then continue with the assigning Party shall compensate the non-assigning Party for the present value of the asset rights foregone as determined by an independent appraiser engaged by both Partiessuccessor entity. For the purpose 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 related 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 policies of such Party or otherwise direct the affairs of such Party, whether through ownership of equity, voting securities, beneficial interest, by contract, or otherwise, provided that for the purpose purposes of this Agreement, a Change of 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 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 benefit of the Parties and their respective permitted successors and assigns. Any attempted . (b) A Party terminating pursuant to Article 8.2(a) must deliver three (3) months’ prior written notice within nine (9) months of the delivery of notice by the assigning Party of the effectiveness of such assignment. (c) Notwithstanding anything to the contrary in this Agreement, no rights or obligations of a Party under this Agreement may be assigned or transferred to any Third Party or Affiliate pursuant to Article 8.2(a) unless all rights and obligations of such Party under the Collaboration Agreement are assigned or transferred to the same Third Party or Affiliate previous to or simultaneously with such assignment or transfer of this Agreement not in accordance with this Section 14.5 shall be null and voidhereunder.

ASSIGNMENT OR CHANGE OF CONTROL. (a) Except as otherwise set forth in this Agreement, this Agreement and each Party’s its rights, privileges privileges, and obligations under this Agreement may not be assigned or otherwise transferred by either Party without the prior written consent of the other Party; provided that either Party may assign, without consent but with prior written notice to the other Partynotice, such Party’s rights and obligations, in whole or in part, obligations under this Agreement (i) in connection with a merger, consolidation, or sale of substantially all of the assigning 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 Party to its Lilly Affiliate, if such Lilly Affiliate fails to perform its responsibilities under this the Agreement, then such Party Lilly shall remain liable in all respects under this Agreement notwithstanding any assignment of this the Agreement to such Affiliate; provided that, in the event of an assignment described in clause (i) or (ii) above), the non-assigning Party may at its sole discretion terminate this Agreement if such Change of Control is conducted with a competitor of the non-assigning Party, which directly or indirectly Commercializes and/or Develops a Competing Product. If the non-assigning Party terminates under the latter situation, due to reasonably presents a conflict of interest to continue, then continue with the assigning Party shall compensate the non-assigning Party for the present value of the asset rights foregone as determined by an independent appraiser engaged by both Partiessuccessor entity. For the purpose purposes of this Agreement, a “Change of Control” of a Party occurs upon (i) the [**] Certain information in this document has 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 related 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 policies of such Party or otherwise direct the affairs of such Party, whether through ownership of equity, voting securities, beneficial interest, by contract, or otherwise, provided that for the purpose purposes of this Agreement, a Change of 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 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 benefit of the Parties and their respective permitted successors and assigns. Any attempted assignment or transfer . (b) A Party terminating pursuant to Article 15.2(a) must deliver three (3) months’ prior written notice within nine (9) months of this Agreement not in accordance with this Section 14.5 shall be null and voidthe delivery of notice by the assigning Party of the effectiveness of such assignment.

ASSIGNMENT OR CHANGE OF CONTROL. (a) Except as otherwise set forth in this Agreement, this Agreement and each Party’s its rights, privileges privileges, and obligations under this Agreement may not be assigned or otherwise transferred by either Party without the prior written consent of the other Party; provided that either Party may assign, without consent but with prior written notice to the other Partynotice, such Party’s rights and obligations, in whole or in part, obligations under this Agreement (i) in connection with a merger, consolidation, or sale of substantially all of the assigning 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 Party to its Lilly Affiliate, if such Lilly Affiliate fails to perform its responsibilities under this the Agreement, then such Party Lilly shall remain liable in all respects under this Agreement notwithstanding any assignment of this the Agreement to such Affiliate; provided that, in the event of an assignment described in clause (i) or (ii) above), the non-assigning Party may at its sole discretion terminate this Agreement if such Change of Control is conducted with a competitor of the non-assigning Party, which directly or indirectly Commercializes and/or Develops a Competing Product. If the non-assigning Party terminates under the latter situation, due to reasonably presents a conflict of interest to continue, then continue with the assigning Party shall compensate the non-assigning Party for the present value of the asset rights foregone as determined by an independent appraiser engaged by both Partiessuccessor entity. For the purpose 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 related 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 policies of such Party or otherwise direct the affairs of such Party, whether through ownership of equity, voting securities, beneficial interest, by contract, or otherwise, provided that for the purpose purposes of this Agreement, a Change of 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 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 benefit of the Parties and their respective permitted successors and assigns. Any attempted assignment or transfer . (b) A Party terminating pursuant to Article 15.2(a) must deliver three (3) months’ prior written notice within nine (9) months of this Agreement not in accordance with this Section 14.5 shall be null and voidthe delivery of notice by the assigning Party of the effectiveness of such assignment.