Assignments by Alexza. This Agreement shall not be assignable or otherwise transferred by Alexza, nor may any rights or obligations hereunder be assigned or transferred, by Alexza to any Third Party without Teva’s prior written consent. Notwithstanding the immediately preceding sentence, Alexza’s manufacturing rights or obligations hereunder may be assigned, sublicensed, subcontracted or delegated by Alexza to any Third Party with Teva’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that, without limitation, it shall not be deemed unreasonable for Teva to withhold its consent if Alexza proposes to assign, sublicense, subcontract, delegate or otherwise transfer its manufacturing rights or obligations hereunder to a Third Party if Teva reasonably determines (i) that the Third Party has insufficient financial or operational capabilities or lacks sufficient experience in manufacturing a product similar to the Product or (ii) that the Fully Burdened Manufacturing Costs or Third Party Assignment Threshold, as applicable, of the proposed assignment, sublicense, subcontract, delegation or other transfer, prepared in accordance with Section 8.6 of the Agreement, would not be commercially viable in Teva’s reasonable determination; provided, further, that (x) such Third Party must agree in writing to assume responsibility for and be bound by all of the terms of this Agreement applicable to the manufacturing rights and obligations hereunder being assigned, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. sublicensed, subcontracted or delegated to such Third Party and (y) in the event of any (1) assignment or other transfer of less than all or (2) sublicense, subcontract or delegation of Alexza’s manufacturing rights and obligations under this Agreement, unless Teva and such Third Party enter into a separate manufacturing and supply agreement, Alexza hereby guarantees and shall remain fully and unconditionally obligated and responsible for the full and complete performance of the manufacturing obligations under this Agreement and such partial assignment or sublicensing, subcontracting or delegation shall not relieve Alexza’s liabilities and obligations to Teva under this Agreement.
