Common use of Change of Control Exception Clause in Contracts

Change of Control Exception. Notwithstanding Section 6.3.1 or 6.3.2, as applicable, if a Change of Control occurs with respect to a Party and, in each case, the Third Party (or any of such Third Party’s then-existing Affiliates) already has, or the acquired assets contain, as applicable, a program that existed prior to, or was planned prior to and is demonstrably to be implemented shortly after, the Change of Control that would otherwise violate Section 6.3.1 or 6.3.2, as applicable, at the time of such Change of Control (a “Business Program”), then such Third Party (or such Third Party’s Affiliate) or such Party, as applicable, shall be permitted to continue such Business Program after the closing of such Business Acquisition and such continuation shall not constitute a violation of Section 6.3.1 or 6.3.2, as applicable, provided that (a) none of the other Party’s Technology shall be used in the Business Program, (b) the research or development activities required under this Agreement shall be segregated from any research or development activities directed to such Business Program, including the maintenance of separate lab notebooks and records (password-protected to the extent kept on a computer network) and the use of separate personnel to perform the activities under this Agreement and the activities covered under such Business Program, and (c) in the case of a Change of Control of Egalet involving a Business Program, Shionogi shall no longer be required to provide updates or information with respect to its Development, Manufacturing or Commercialization to Egalet, except for (i) safety data as required by Section 4.2.2 and 4.2.3, as applicable and (ii) royalty and milestone related information required by Section 5. The Party undergoing the Change of Control shall adopt reasonable procedures to limit the dissemination of the other Party’s Confidential Information to only those personnel having a need to know such Confidential Information in order for such Party or the Third Party, as applicable, to perform its obligations or to exercise its rights under this Agreement, including adopting reasonable procedures and policies that prohibit and limit the use and disclosure of such Confidential Information in a competitive manner against the other Party and its Affiliates, and adopting reasonable procedures and policies that prohibit or limit such Confidential Information from being disclosed to or used by any Person who is also working on or making scientific, intellectual property or commercial decisions regarding the Hydrocodone Products at the time of receipt or use of any such Confidential Information, or within three (3) years following receipt or use of any such Confidential Information.

Change of Control Exception. Notwithstanding Section 6.3.1 or 6.3.2, as applicable5.1, if a Change of Control occurs with respect to a Party and, in each case, the Third Party (or any of such Third Party’s then-existing Affiliates) already has, or the acquired assets contain, as applicable, a program that existed prior to, or was planned prior to and is demonstrably to be implemented shortly after, the Change of Control that would otherwise violate Section 6.3.1 or 6.3.2, as applicable, 5.1 at the time of such Change of Control (a “Business Program”), then such Third Party (or such Third Party’s Affiliate) or such Party, as applicable, shall be permitted to continue such Business Program after the closing of such Business Acquisition Change of Control and such continuation shall not constitute a violation of Section 6.3.1 or 6.3.2, as applicable, 5.1 provided that (ai) none of neither the other Party’s Technology Eisai Intellectual Property nor the Joint Intellectual Property shall be used in the Business Program, and (bii) the research or development activities required under this Agreement shall be segregated from any research or development activities directed to such Business Program, including the maintenance of separate lab notebooks and records (password-protected to the extent kept on a computer network) and the use of separate personnel to perform the activities under this Agreement and the activities covered under such Business Program, and (c) in the case of a Change of Control of Egalet involving a Business Program, Shionogi shall no longer be required to provide updates or information with respect to its Development, Manufacturing or Commercialization to Egalet, except for (i) safety data as required by Section 4.2.2 and 4.2.3, as applicable and (ii) royalty and milestone related information required by Section 5. The Party undergoing the Change of Control shall adopt reasonable procedures to limit the dissemination of the other Party’s Confidential Information to only those personnel having a need to know such Confidential Information in order for such Party or the Third Party, as applicable, to perform its obligations or to exercise its rights under this Agreement, including adopting reasonable procedures and policies that prohibit and limit the use and disclosure of such Confidential Information in a competitive manner against the other Party and its Affiliates, and adopting reasonable procedures and policies that prohibit or limit such Confidential Information from being disclosed to or used by any Person who is also working on or making scientific, intellectual property or commercial decisions regarding the Hydrocodone Products Product at the time of receipt or use of any such Confidential Information, or within three (3) years following receipt or use of any such Confidential Information.

Change of Control Exception. Notwithstanding Section 6.3.1 4.5.1 (Mutual Exclusivity Covenant), if (1) a Third Party becomes an Affiliate of a Party during the Term through merger, acquisition, consolidation, Change of Control, or 6.3.2other similar transaction (any such Third Party, a “New Affiliate”) and (2) such New Affiliate, as applicable, if a Change of Control occurs the execution date of the definitive agreement with respect to a such transaction, is engaged in activities that, if conducted by such Party, would cause such Party and, to violate the exclusivity obligations set forth in each case, the Third Party Section 4.5.1 (or any of Mutual Exclusivity Covenant) (such Third Party’s then-existing Affiliates) already has, or the acquired assets contain, as applicableactivities, a program that existed prior to, or was planned prior to and is demonstrably to be implemented shortly after, the Change of Control that would otherwise violate Section 6.3.1 or 6.3.2, as applicable, at the time of such Change of Control (a “Business Competing Program”), then such Third Party (or such Third Party’s Affiliate) or such Partyits successor, as applicable, ) shall be permitted to continue provide the other Party with written notice of such Business Program after transaction within [**] following the closing date of such Business Acquisition and such continuation shall not constitute a violation of Section 6.3.1 or 6.3.2transaction, as applicable, provided that and: (a) none of the other Party’s Technology shall be used If such transaction results in the Business Program, (b) the research or development activities required under this Agreement shall be segregated from any research or development activities directed to such Business Program, including the maintenance of separate lab notebooks and records (password-protected to the extent kept on a computer network) and the use of separate personnel to perform the activities under this Agreement and the activities covered under such Business Program, and (c) in the case of a Change of Control of Egalet involving a Business Party, then such New Affiliate of such Party (the “Acquiror”) may continue to Develop and Commercialize products that are the subject of such Competing Program, Shionogi shall no longer and such Party will not be required to provide updates or information with respect to in violation of its Developmentexclusivity obligations set forth in Section 4.5.1 (Mutual Exclusivity Covenant), Manufacturing or Commercialization to Egalet, except for as long as (i) safety data as required no Confidential Information of the other Party or GSK Technology (if the acquired Party is Mersana) or Mersana Technology (if the acquired Party is GSK) is used by Section 4.2.2 and 4.2.3or on behalf of such Party, as applicable its Acquiror or any of their respective Affiliates in connection with any activities conducted under such Competing Program, and (ii) royalty such Party, its Acquiror and milestone related information required their respective Affiliates institute commercially reasonable technical and administrative safeguards to ensure the requirements set forth in the foregoing clause (i) are met, including by Section 5. The Party undergoing creating “firewalls” between (A) the Change of Control shall adopt reasonable procedures personnel working under such Competing Program and (B) the personnel teams charged with working on the Licensed Compound or any Licensed Product hereunder or having access to limit data from activities performed under this Agreement or to the dissemination Confidential Information of the other Party’s Confidential Information . (b) If such transaction does not result in a Change of Control of a Party, then, unless the Parties agree otherwise in writing, such Party and its New Affiliate (an “Acquiree”) will take one of the following actions set forth below in clauses (A) or (B) and, no later than [**] following the date of consummation of the relevant acquisition transaction, such Party will notify the other Party of which of the actions in the following clauses (A) or (B), it will pursue: (A) divest, or cause its Acquiree to only those personnel having a need divest, whether by license or otherwise, its interest in such Competing Program; or (B) terminate any further activities with respect to know such Confidential Information Competing Program. If such Party notifies the other Party in order for writing that it intends to divest the applicable Competing Program or terminate the performance of the Competing Program, then such Party or its Acquiree will effect the Third Partyconsummation of such divestiture within [**] (or such other period as may be required to comply with Applicable Law), or effect such termination of the applicable Competing Program within [**], in each case, following the closing of the relevant transaction and will confirm to the other Party in writing when it completes such divestiture pursuant to clause (A) or termination pursuant to clause (B). Such Party will keep the other Party reasonably informed of its efforts and progress in effecting such divesture or termination until such Party or its Acquiree completes the same. During such [**] or [**] period, as applicable, to perform such Party and its obligations or to exercise its rights under this Agreement, including adopting reasonable procedures and policies that prohibit and limit the use and disclosure Acquiree’s conduct of such Competing Program will not constitute a breach by such Party of its exclusivity obligations set forth in Section 4.5.1 (Mutual Exclusivity Covenant), as long as during such period, (X) no Confidential Information in a competitive manner against of the other Party and or Mersana Technology (if the acquiring Party is GSK) or GSK Technology (if the acquiring Party is Mersana) is used by or on behalf of such acquiring Party, its AffiliatesAcquiree, or any of their respective Affiliates in connection with any activities conducted under such Competing Program, and adopting (Y) such acquiring Party, its Acquiree and their respective Affiliates institute commercially reasonable procedures technical and policies that prohibit administrative safeguards to ensure the requirements set forth in the foregoing clause (X) are met, including by creating “firewalls” between (1) the personnel working under such Competing Program and (2) the personnel teams charged with working on the Licensed Compound or limit such any Licensed Product hereunder or having access to data from activities performed under this Agreement or Confidential Information from being disclosed to or used by any Person who is also working on or making scientific, intellectual property or commercial decisions regarding of the Hydrocodone Products at the time of receipt or use of any such Confidential Information, or within three (3) years following receipt or use of any such Confidential Informationother Party.

Change of Control Exception. Notwithstanding Section 6.3.1 or 6.3.2, as applicable5.1, if a Change of Control occurs with respect to a Party and, in each case, the Third Party (or any of such Third Party’s then-existing Affiliates) already has, or the acquired assets contain, as applicable, a program that existed prior to, or was planned prior to and is demonstrably to be implemented shortly after, the Change of Control that would otherwise violate Section 6.3.1 or 6.3.2, as applicable, 5.1 at the time of such Change of Control (a “Business Program”), then such Third Party (or such Third Party’s Affiliate) or such Party, as applicable, shall be permitted to continue such Business Program after the closing of such Business Acquisition Change of Control and such continuation shall not constitute a violation of Section 6.3.1 or 6.3.2, as applicable, 5.1 provided that (ai) none of neither the other Party’s Technology 2-BBB Intellectual Property nor the Joint Intellectual Property shall be used in the Business Program, and (bii) the research or development activities required under this Agreement shall be segregated from any research or development activities directed to such Business Program, including the maintenance of separate lab notebooks and records (password-protected to the extent kept on a computer network) and the use of separate personnel to perform the activities under this Agreement and the activities covered under such Business Program, and (c) in the case of a Change of Control of Egalet involving a Business Program, Shionogi shall no longer be required to provide updates or information with respect to its Development, Manufacturing or Commercialization to Egalet, except for (i) safety data as required by Section 4.2.2 and 4.2.3, as applicable and (ii) royalty and milestone related information required by Section 5. The Party undergoing the Change of Control shall adopt reasonable procedures to limit the dissemination of the other Party’s Confidential Information to only those personnel having a need to know such Confidential Information in order for such Party or the Third Party, as applicable, to perform its obligations or to exercise its rights under this Agreement, including adopting reasonable procedures and policies that prohibit and limit the use and disclosure of such Confidential Information in a competitive manner against the other Party and its Affiliates, and adopting reasonable procedures and policies that prohibit or limit such Confidential Information from being disclosed to or used by any Person who is also working on or making scientific, intellectual property or commercial decisions regarding the Hydrocodone Products Product at the time of receipt or use of any such Confidential Information, or within three (3) years following receipt or use of any such Confidential Information.

Change of Control Exception. Notwithstanding Section 6.3.1 or 6.3.2, as applicable5.1, if a Change of Control occurs with respect to a Party and, in each case, the Third Party (or any of such Third Party’s then-existing Affiliates) already has, or the acquired assets contain, as applicable, a program that existed prior to, or was planned prior to and is demonstrably to be implemented shortly after, the Change of Control that would otherwise violate Section 6.3.1 or 6.3.2, as applicable, 5.1 at the time of such Change of Control (a “Business Program”), then such Third Party (or such Third Party’s Affiliate) or such Party, as applicable, shall be permitted to continue such Business Program after the closing of such Business Acquisition Change of Control and such continuation shall not constitute a violation of Section 6.3.1 or 6.3.2, as applicable, 5.1 provided that (ai) none of neither the other Party’s Technology OV Intellectual Property nor the Joint Intellectual Property shall be used in the Business Program, and (bii) the research or development activities required under this Agreement shall be segregated from any research or development activities directed to such Business Program, including the maintenance of separate lab notebooks and records (password-protected to the extent kept on a computer network) and the use of separate personnel to perform the activities under this Agreement and the activities covered under such Business Program, and (c) in the case of a Change of Control of Egalet involving a Business Program, Shionogi shall no longer be required to provide updates or information with respect to its Development, Manufacturing or Commercialization to Egalet, except for (i) safety data as required by Section 4.2.2 and 4.2.3, as applicable and (ii) royalty and milestone related information required by Section 5. The Party undergoing the Change of Control shall adopt reasonable procedures to limit the dissemination of the other Party’s Confidential Information to only those personnel having a need to know such Confidential Information in order for such Party or the Third Party, as applicable, to perform its obligations or to exercise its rights under this Agreement, including adopting reasonable procedures and policies that prohibit and limit the use and disclosure of such Confidential Information in a competitive manner against the other Party and its Affiliates, and adopting reasonable procedures and policies that prohibit or limit such Confidential Information from being disclosed to or used by any Person who is also working on or making scientific, intellectual property or commercial decisions regarding the Hydrocodone Products Product at the time of receipt or use of any such Confidential Information, or within three (3) years following receipt or use of any such Confidential Information.