Common use of Assignment; Successors; Subcontractors; Third-Party Beneficiaries Clause in Contracts

Assignment; Successors; Subcontractors; Third-Party Beneficiaries. (a) Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, which will not be unreasonably withheld, except that (i) either Party may assign, in whole or in part, without such consent any of its rights or obligations under this Agreement to any Affiliate of such Party, provided that any such assignment to an Affiliate shall not relieve the assignor as the primary obligor hereunder and/or (ii) either Party may assign in connection with the merger, consolidation or sale of the stock or substantially all of the assets of the business responsible for the performance of this Agreement, other than to a competitor of the other Party hereto with respect to the Finished Product, in which case such Party in question shall have the right to withhold consent to such assignment. (b) Subject to the preceding subsection (a), this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the Parties. (c) Notwithstanding any other provisions of this Agreement to the contrary, *** or its Affiliates may use one or more subcontractors (including, without limitation, any Affiliate of ***) in the performance of its obligations hereunder with written permission of Company, such approval not to be unreasonably withheld, as long as it exercises appropriate diligence in the selection of such subcontractors and remains primarily liable for the performance of its obligations hereunder. With respect to any work performed by any Affiliate of *** in connection with this Agreement, the Parties agree and acknowledge that *** shall include the work performed by its Affiliate and the related charges, with reasonable accompanying detail, on those invoices submitted to the Company by *** in the regular course. Such work will be subject to the terms and conditions of this Agreement irrespective of the source of the invoice. (d) Nothing expressed or referred to in this Agreement will be construed to give any person other than the Parties any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties to this Agreement and their successors and assigns.

Assignment; Successors; Subcontractors; Third-Party Beneficiaries. (a) Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, which will not be unreasonably withheld, except that (i) either Party Company may assign, in whole or in part, without such consent any of its rights or obligations under this Agreement to any Affiliate of such PartyCompany, provided that any such assignment to an Affiliate shall not relieve the assignor Company as the primary obligor hereunder and/or hereunder, and (ii) either Party may assign this Agreement in connection with the merger, consolidation or sale of the stock or substantially all of the assets of the business responsible for such Party relating to the performance of this Agreement, other than to a competitor . Any assignment in violation of the other Party hereto with respect to the Finished Product, in which case such Party in question this Section 12.6(a) shall have the right to withhold consent to such assignmentbe null and void. (b) Subject to the preceding subsection (a), this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the Parties. (c) Notwithstanding any other provisions of this Agreement to the contrary, *** or its Affiliates SAFC may not use one or more subcontractors (including, without limitation, any Affiliate of ***) subcontractor in the performance of its obligations hereunder with without the prior written permission consent of Company, such approval not to be unreasonably withheld, as long as it exercises appropriate diligence in the selection of such subcontractors and remains . SAFC will remain primarily liable for the performance by any permitted subcontractor of its SAFC’s obligations hereunder. With respect to Without Company’s prior written consent, SAFC will not Manufacture Product at any work performed by any Affiliate of *** in connection with this Agreementfacility other than the Cherokee facility located at 0000 X Xxxxxx Xxxxxx, the Parties agree and acknowledge that *** shall include the work performed by its Affiliate and the related chargesXX. Xxxxx, with reasonable accompanying detail, on those invoices submitted to the Company by *** in the regular course. Such work will be subject to the terms and conditions of this Agreement irrespective of the source of the invoiceXX. (d) Nothing expressed or referred to in this Agreement will be construed to give any person other than the Parties any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties to this Agreement and their successors and assigns. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Assignment; Successors; Subcontractors; Third-Party Beneficiaries. (a) Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, which will not be unreasonably withheld, except that (i) subject to compliance with Section 2.6 regarding process and/or facility change(s), either Party may assign, in whole or in part, without such consent any of its rights or obligations under this Agreement (i) to any Affiliate of such Party, provided that any such assignment to an Affiliate shall not relieve the assignor such Party as the primary obligor hereunder and/or hereunder, or (ii) either Party may assign in connection with the merger, consolidation or sale of the stock or substantially all of the assets of the such Party’s business responsible for the performance of this Agreement, other than to a competitor of the other Party hereto with respect to the Finished Product, in which case such Party in question shall have the right to withhold consent to such assignment. (b) Subject to the preceding subsection (a), this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the Parties. (c) Notwithstanding SAFC shall not utilize a third party to manufacture any other provisions portion or all of this Agreement to the contrarySGD-1006 without first obtaining Company’ written consent, *** or its Affiliates may use one or more subcontractors (including, without limitation, any Affiliate of ***) in the performance of its obligations hereunder with written permission of Company, such approval which consent shall not to be unreasonably withheld, as long as it exercises appropriate diligence conditioned or delayed. In the event that SAFC is authorized to utilize a third party in the selection manufacture of SGD-1006, such subcontractors third party shall be approved by SAFC’s and remains primarily Company’ Quality Assurance departments. Any third party contract entered into by SAFC and that third party shall contain a provision that allows Company to audit such third party’s facilities. SAFC agrees that it shall remain liable for the performance of SAFC’s obligations hereunder in the event that SAFC is authorized to use a third party to perform SAFC’s obligations on its obligations hereunderbehalf. With It shall be deemed reasonable for Company to withhold consent to SAFC’s utilization of a third party to manufacture any portion of the SGD-1006 in the event that such utilization would have a substantial likelihood of (a) impairing or jeopardizing any pending or actual regulatory approval for the manufacture of the SGD-1006, (b) adversely affecting the regulatory status of the SGD-1006 or (c) materially delaying delivery schedules, increasing the pricing or adversely affecting the quality of the SGD-1006. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to any work performed by any Affiliate of *** in connection with this Agreement, the Parties agree and acknowledge that *** shall include the work performed by its Affiliate and the related charges, with reasonable accompanying detail, on those invoices submitted to the Company by *** in the regular courseomitted portions. Such work will be subject to the terms and conditions of this Commercial Supply - SGD-1006 SAFC Rev May 2006 23 This Agreement irrespective of the source of the invoice.includes Confidential Information (d) Nothing expressed or referred to in this Agreement will be construed to give any person other than the Parties any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties to this Agreement and their successors and assigns.

Assignment; Successors; Subcontractors; Third-Party Beneficiaries. (a) Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, which will not be unreasonably withheld, except that (i) either Party may assign, in whole or in part, without such consent any of its rights or obligations under this Agreement to any Affiliate of such Party, provided that any such assignment to an Affiliate shall not relieve the assignor as the primary obligor hereunder and/or (ii) either Party may assign in connection with the merger, consolidation or sale of the stock or substantially all of the assets of the business responsible for the performance of this Agreement, other than to a competitor of the other Party hereto with respect to the Finished Product, in which case such Party in question shall have the right to withhold consent to such assignment. (b) Subject to the preceding subsection (a), this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the Parties. (c) Notwithstanding any other provisions of this Agreement to the contrary, *** SAFC or its Affiliates may use one or more subcontractors (including, without limitation, any Affiliate of ***SAFC) in the performance of its obligations hereunder with written permission of Company, such approval not to be unreasonably withheld, as long as it exercises appropriate diligence in the selection of such subcontractors and remains primarily liable for the performance of its obligations hereunder. With respect to any work performed by any Affiliate of *** SAFC in connection with this Agreement, the Parties agree and acknowledge that *** SAFC shall include the work performed by its Affiliate and the related charges, with reasonable accompanying detail, on those invoices submitted to the Company by *** SAFC in the regular course. Such work will be subject to the terms and conditions of this Agreement irrespective of the source of the invoice. (d) Nothing expressed or referred to in this Agreement will be construed to give any person other than the Parties any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties to this Agreement and their successors and assigns.

Assignment; Successors; Subcontractors; Third-Party Beneficiaries. (a) Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, which will not be unreasonably withheld, except that (i) subject to compliance with Section 2.6 regarding process and/or facility change(s), either Party may assign, in whole or in part, without such consent any of its rights or obligations under this Agreement (i) to any Affiliate of such Party, provided that any such assignment to an Affiliate shall not relieve the assignor such Party as the primary obligor hereunder and/or hereunder, or (ii) either Party may assign in connection with the merger, consolidation or sale of the stock or substantially all of the assets of the such Party’s business responsible for the performance of this Agreement, other than to a competitor of the other Party hereto with respect to the Finished Product, in which case such Party in question shall have the right to withhold consent to such assignment. (b) Subject to the preceding subsection (a), this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the Parties. (c) Notwithstanding SAFC shall not utilize a third party to manufacture any other provisions portion or all of this Agreement to the contrarySGD-1006 without first obtaining Company’ written consent, *** or its Affiliates may use one or more subcontractors (including, without limitation, any Affiliate of ***) in the performance of its obligations hereunder with written permission of Company, such approval which consent shall not to be unreasonably withheld, as long as it exercises appropriate diligence conditioned or delayed. In the event that SAFC is authorized to utilize a third party in the selection manufacture of SGD-1006, such subcontractors third party shall be approved by SAFC’s and remains primarily Company’ Quality Assurance departments. Any third party contract entered into by SAFC and that third party shall contain a provision that allows Company to audit such third party’s facilities. SAFC agrees that it shall remain liable for the performance of SAFC’s obligations hereunder in the event that SAFC is authorized to use a third party to perform SAFC’s obligations on its obligations hereunderbehalf. With respect It shall be deemed reasonable for Company to withhold consent to SAFC’s utilization of a third party to manufacture any work performed by portion of the SGD-1006 in the event that such utilization would have a substantial likelihood of (a) impairing or jeopardizing any Affiliate pending or actual regulatory approval for the manufacture of the SGD-1006, (b) adversely affecting the regulatory status of the SGD-1006 or (c) materially delaying delivery schedules, increasing the pricing or adversely affecting the quality of the SGD-1006. [*** in connection *] Certain information on this page has been omitted and filed separately with this Agreement, the Parties agree Securities and acknowledge that *** shall include the work performed by its Affiliate and the related charges, with reasonable accompanying detail, on those invoices submitted to the Company by *** in the regular courseExchange Commission. Such work will be subject to the terms and conditions of this Agreement irrespective of the source of the invoice. (d) Nothing expressed or referred to in this Agreement will be construed to give any person other than the Parties any legal or equitable right, remedy or claim under or Confidential treatment has been requested with respect to this Agreement or any provision of this Agreementthe omitted portions. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties to this Agreement and their successors and assigns.Commercial Supply - SGD-1006 SAFC Rev May 2006 23