Common use of Certain Changes of Control Clause in Contracts

Certain Changes of Control. In the event that an OFFERING PARTY makes or signifies its intention of make a bona fide offer which would result in such a party owning, directly or indirectly, more than fifteen per cent (15%) of IOMED's voting stock, on a fully-diulted basis, or otherwise controlling the IOMED's Board of Directors, or otherwise obtains substantial contractual rights pursuant to an agreement with IOMED to the ELAN IONTOPHORETIC INTELLECTUAL PROPERTY (as reasonably determined by ELAN) (each, a "Control Transaction"), IOMED shall (x) not accept such offer until it shall have complied with the remaining provision of this Paragraph without ELAN's consent (in its sole discretion) and (y) advise the appropriate OFFERING PARTY that, in lieu of IOMED accepting such offer, such OFFERING PARTY should make a separate offer with respect to that portion of IOMED's business that relates to the FIELD, and not to the remaining portion of IOMED's business. ELAN shall have a period of thirty (30) days to conduct appropriate due diligence and to determine whether it desires to match an offer made by an OFFERING PARTY with respect to that portion of IOMED's business that relates to the FIELD, (including the same economic, payment and other terms); it being understood that IOMED shall make available to ELAN reasonable and sufficient information to enable ELAN to conduct such due diligence. In the event that ELAN determines to make such offer, IOMED shall accept ELAN's offer and expeditiously consummate such transaction with ELAN. Notwithstanding the foregoing, in the event that an OFFERING PARTY consummates a Control Transaction without the consent of the IOMED's Board of Directors (as such Board is comprised at the time such transaction is first publicly announced or commenced) (including without limitation, in connection with a tender offer or offers or proxy solicitation), ELAN shall have the right in its sole discretion, to terminate the licences granted by ELAN pursuant to this Agreement, without payment or penalty to IOMED.

Certain Changes of Control. In the event that an OFFERING PARTY makes or signifies its intention of make a bona fide offer which would result in such a party owning, directly or indirectly, more than fifteen per cent (15%) of IOMED's voting stock, on a fully-diulted diluted basis, or otherwise controlling the IOMED's Board of Directors, or otherwise obtains substantial contractual rights pursuant to an agreement with IOMED to the ELAN DDS IONTOPHORETIC INTELLECTUAL PROPERTY PATENT RIGHTS (as reasonably determined by ELANDDS) (each, a "Control Transaction"), IOMED shall (x) not accept such offer until it shall have complied with the remaining provision provisions of this Paragraph without ELANDDS's consent (in its sole discretion) and (y) advise the appropriate OFFERING PARTY that, in lieu of IOMED accepting such offer, such OFFERING PARTY should make a separate offer with respect to that portion of IOMED's IOMED"s business that relates to the FIELD, and not to the remaining portion potion of IOMED's business. DDS and/or ELAN shall have a period of thirty (30) days to conduct appropriate due diligence and to determine whether it desires to match an offer made by an OFFERING PARTY with respect to that portion of IOMED's business that relates to the FIELD, (including the same economic, payment and other terms); it being understood that IOMED shall make available to DDS and/or ELAN reasonable and sufficient information to enable DDS and/or ELAN to conduct such due diligence. In the event that DDS and/or ELAN determines to make such offer, IOMED shall accept ELAN's such offer and expeditiously consummate such transaction with DDS and/or ELAN. Notwithstanding the foregoing, in the event that an OFFERING PARTY consummates a Control Transaction without the consent of the IOMED's Board of Directors (as such Board is comprised at the time such transaction is first publicly announced or commenced) (including commenced)(including without limitation, in connection with a tender offer or offers or proxy solicitation), ELAN DDS shall have the right in its sole discretion, to terminate the licences granted by ELAN DDS pursuant to this Agreement, without payment or penalty to IOMED. 24 ****.