Common use of Change in Control of Galapagos Clause in Contracts

Change in Control of Galapagos. 13.2.1 Galapagos (or its successor) shall provide Abbott with written notice of any Change in Control of Galapagos within […***…] ([…***…]) Business Days following the closing date of such transaction. 13.2.2 In the event of a Change in Control of Galapagos, then Abbott shall have the right, in its sole and absolute discretion, by written notice delivered to Galapagos (or its successor) at any time during the […***…] ([…***…]) days following the written notice contemplated by Section 13.2.1, to terminate this Agreement in its entirety; or, alternatively, to require any one or more of the following actions: (i) if Change of Control occurs after Abbott proceeds with the In-Licensing, the Parties shall disband each of the Joint Committees and terminate the activities of each of the Joint Committees and thereafter undertake all activities assigned by this Agreement to any of the Joint Committees solely and exclusively by itself; (ii) Galapagos and the Change in Control party shall adopt reasonable procedures to be agreed upon in writing to prevent disclosure of Confidential Information of Abbott; and (iii) if Galapagos has not exercised its Co-Promotion Option as of such Change in Control, terminate the Co-Promotion Option, and if Galapagos has exercised its Co-Promotion Option as of such Change in Control, terminate Galapagos’ right to co-promote any Co-Promotion Products in the Co-Promotion Territory. If Galapagos’ right to co-promote any Co-Promotion Products in the Co-Promotion Territory pursuant to this Section is terminated, Section 6.6 shall apply to Net Sales of Licensed Product in the terminated Co-Promotion Territory, and Section 6.9 shall be of no further force or effect.

Change in Control of Galapagos. 13.2.1 Galapagos (or its successor) shall provide Abbott AbbVie with written notice of any Change in Control of Galapagos within […***…] ([…***…]) Business Days following the closing date of such transaction. 13.2.2 In the event of a Change in Control of Galapagos, then Abbott AbbVie shall have the right, in its sole and absolute discretion, by written notice delivered to Galapagos (or its successor) at any time during the […***…] ([…***…]) days following the written notice contemplated by Section 13.2.1, to terminate this Agreement in its entirety; or, alternatively, to to: (i) require any one (1) or more of the following actions: : (ia) if Change of Control occurs after Abbott proceeds with the In-Licensing, the Parties shall disband each of the Joint Committees and terminate the activities of each of the Joint Committees and thereafter AbbVie shall undertake all activities assigned by this Agreement to any of the Joint Committees solely and exclusively by itself; (iib) Galapagos and the Change in Control party shall adopt reasonable procedures to be agreed upon in writing to prevent disclosure of Confidential Information of AbbottAbbVie; and (iiic) if Galapagos has not exercised its Co-Promotion Option as of such Change in Control, terminate the Co-Promotion Option, and if Galapagos has exercised its Co-Promotion Option as of such Change in Control, terminate Galapagos’ right to co-promote any Co-Promotion Products in the Co-Promotion Territory. If Galapagos’ right to co-promote any Co-Promotion Products in the Co-Promotion Territory pursuant shall immediately terminate; and (d) all rights and licenses granted to this Section is terminatedGalapagos hereunder with respect to the Galapagos Territory, Section 6.6 including those set forth in Sections 4.1, 4.5.2 and 5.2.1, shall apply immediately terminate; or (ii) solely in the case of a Change in Control of Galapagos that occurs prior to Net Sales the First Commercial Sale of Licensed a Product in any country in the terminated Co-Promotion TerritoryTerritory by AbbVie, and its Affiliate or Sublicensee, terminate this Agreement in its entirety, in which case the provisions set forth in Section 6.9 12.6.2 shall be of no further force or effectapply.

Change in Control of Galapagos. 13.2.1 Galapagos (or its successor) shall provide Abbott AbbVie with written notice of any Change in Control of Galapagos within […...***…...] ([…***…]) Business Days following the closing date of such transaction. 13.2.2 In the event of a Change in Control of Galapagos, then Abbott AbbVie shall have the right, in its sole and absolute discretion, by written notice delivered to Galapagos (or its successor) at any time during the […...***…...] ([…***…]) days following the written notice contemplated by Section 13.2.1, to terminate this Agreement in its entirety; or, alternatively, to to: (i) require any one (1) or more of the following actions: : (ia) if Change of Control occurs after Abbott proceeds with the In-Licensing, the Parties shall disband each of the Joint Committees and terminate the activities of each of the Joint Committees and thereafter AbbVie shall undertake all activities assigned by this Agreement to any of the Joint Committees solely and exclusively by itself; (iib) Galapagos and the Change in Control party shall adopt reasonable procedures to be agreed upon in writing to prevent disclosure of Confidential Information of AbbottAbbVie; and (iiic) if Galapagos has not exercised its Co-Promotion Option as of such Change in Control, terminate the Co-Promotion Option, and if Galapagos has exercised its Co-Promotion Option as of such Change in Control, terminate Galapagos’ right to co-promote any Co-Promotion Products in the Co-Promotion Territory. If Galapagos’ right to co-promote any Co-Promotion Products in the Co-Promotion Territory pursuant shall immediately terminate; and (d) all rights and licenses granted to this Section is terminatedGalapagos hereunder with respect to the Galapagos Territory, Section 6.6 including those set forth in Sections 4.1, 4.5.2 and 5.2.1, shall apply immediately terminate; or (ii) solely in the case of a Change in Control of Galapagos that occurs prior to Net Sales the First Commercial Sale of Licensed a Product in any country in the terminated Co-Promotion TerritoryTerritory by AbbVie, its Affiliate or Sublicensee, terminate this Agreement in its entirety, in which case the provisions set forth in Section 12.6.2 shall apply. * Confidential information, indicated by [...***...], has been omitted from this filing and Section 6.9 shall be of no further force or effectfiled separately with the U.S. Securities and Exchange Commission.