Effects of Change of Control. If there is a Change of Control, then the Party experiencing such Change of Control (“Acquired Party”) shall provide written notice to the other Party (“Non-Acquired Party”) at least thirty (30) days prior to completion of such Change of Control, subject to any confidentiality obligations of the Acquired Party then in effect (but in any event shall notify the Non-Acquired Party within fifteen (15) days after completion of such Change of Control). The Change of Control Group in connection with such Change of Control shall not utilize any of the Non-Acquired Party’s solely owned (with respect to the Acquired Party) Know-How or Patent Rights licensed to the Acquired Party under this Agreement, or Inventions or Confidential Information (but not Joint Know-How, Joint Patent Rights or Joint Inventions) (such solely-owned items, collectively, “Sensitive Information”), except as otherwise permitted by the Agreement. Following closing of the Change of Control, the Acquired Party and the Change of Control Group shall adopt in writing reasonable procedures to prevent the disclosure of Sensitive Information beyond the Acquired Party’s and the Change of Control Group’s personnel who need to know the Sensitive Information solely for the purpose of fulfilling the Acquired Party’s obligations, and exercising the Acquired Party’s licenses and other rights, under this Agreement. In addition, in the event that (a) BPM is acquired through a Change of Control by a […***…] (based on […***…]) within […***…] after the Effective Date and (b) within […***…] after such Change of Control, BPM experiences a significant delay with respect to key deliverables included in the Research Plan for either […***…] or […***…] in effect as of the Change of Control and is unable to make up such delay to the anticipated Research Plan for […***…] and/or […***…] as applicable in the following […***…], then, in lieu of exercising Roche’s right to terminate this Agreement in accordance with Section 21.2.1, for any Collaboration Compounds that the JRC has determined have satisfied […***…] for Collaboration Targets […***…] or […***…] (as applicable) prior to the closing of such Change of Control, Roche shall have the right, upon written notice to BPM, to step in and assume the medicinal chemistry efforts previously performed by BPM for such Collaboration Compounds that the JRC has determined have satisfied […***…] as determined by the JRC. All other activities pursuant to the Research Plan shall be mana...
Effects of Change of Control lf there is a Change of Control, then the Party experiencing such Change of Control (“Acquired Party”) shall provide written notice to the other Party (“Non-Acquired Party”) [***] of such Change of Control, subject to any confidentiality obligations of the Acquired Party then in effect (but in any event shall notify the Non-Acquired Party within [***] after completion of such Change of Control). The Change of Control Group in connection with such Change of Control shall agree in writing with the Non-Acquired Party that it will not utilize any of the Non-Acquired Party’s Know-How, Patent Rights, lnventions, Materials or Confidential lnformation or Joint Know-How, Joint Patent Rights or Joint lnventions (collectively, “Sensitive lnformation”) for the research, development or commercialization of any product for the treatment of any indication or patient population for which a Product may be developed or commercialized. Following consummation of the Change of Control, the Non-Acquired Party and the Change of Control Group shall adopt in writing reasonable procedures to prevent the disclosure of Sensitive lnformation beyond the Acquired Party’s personnel who need to know the Sensitive lnformation solely for the purpose of fulfilling the Acquired Party’s obligations under this Agreement. The Non-Acquired Party may restrict the Acquired Party’s participation in the JRC and any other committee in effect at the time of the Change of Control, and decisions of the JRC and other such committees shall be made by Roche.
Effects of Change of Control. In the event of a Change of Control of BioNTech by a Specified Person during the Change of Control Term, the following provisions of this Section 10.10 shall apply:
Effects of Change of Control. (a) If during the Co-Co Agreement Term, any CRISPR Entity undergoes a Change of Control to a Competitor, then CRISPR shall [***].
(b) If during the Co-Co Agreement Term, Vertex undergoes a Change of Control to a Competitor, then Vertex shall [***].
Effects of Change of Control. 11.1 In the event there is a Change of Control (as hereafter defined) of the ownership of the Company, the Executive may at any time immediately resign upon written notice to the Company. In this event, the Company will pay the Executive’s Base Salary through the date of termination.
11.2 In the event there is a Change of Control of the Company, and the Executive’s employment is terminated within one year of such Change of Control due to a Without Cause Termination, the Company will pay the Executive severance pay at the annual rate equal to the highest Base Salary of the Executive in effect at any time during the period beginning on the date immediately preceding the occurrence of the Change of Control and ending on the date the Executive’s employment is terminated. Such severance payments shall commence immediately after termination and shall be payable over a period of twenty-four (24) calendar months. In addition, the Company will pay the Bonus Payment due, if any, pro rated based on the number of days worked between April 1, 2003 and the date of termination of employment if the termination occurs prior to the Transition Date. All other benefits and perquisites described in this Agreement will be continued in accordance with the Agreement for twenty-four (24) calendar months from the date of termination of employment. It is understood that, in the event that Executive is entitled to severance payments under this Section 11.2, then such severance payments shall be in lieu of any severance payments to which the Executive would be entitled under Section 8.1. In the event there is a Change of Control of the Company and the Executive’s employment is terminated after the first anniversary of such Change of Control, the Executive’s right to post-termination compensation and benefits shall be determined in accordance with Section VIII hereof.
11.3 Notwithstanding any of the above provisions to the contrary, in no event shall the payment in connection with the Change in Control exceed 2.99 times the Executive’s “base period compensation” as that term is defined in section 280G of the Internal Revenue Code. In the event such payments to the Executive on account of a Change of Control would exceed 2.99 times the Executive’s “base period compensation” then such payments shall be reduced to the extent necessary to avoid any penalty which may be imposed by virtue of section 280G.
11.4 A Change of Control shall be deemed to have occurred if i. a tender offer shall be...
Effects of Change of Control. If, during the Co-Co Agreement Term, any [***] undergoes a Change of Control, then, [***].
Effects of Change of Control. If there is a Change of Control as set forth in Section 21.2.3 where the Change of Control Party is a company that develops or commercializes pharmaceutical products (for clarity, generally for itself and not typically on a contract basis for other companies), then Roche shall have the right to mandate that C4T set up procedures to prevent the disclosure of sensitive business and Confidential Information (including any data, results, structures and synthesis protocols of Degronimids under the Research Plans) to the Change of Control Group [***].
Effects of Change of Control. In case of a Change of Control and to the extent the Agreement is not terminated by BOEHRINGER pursuant to Section 10.3 below, [***].
Effects of Change of Control. Except in the scenario set forth in Section 15.8.4(b) below (in which case, the terms of Section 15.8.4(b) shall apply to such scenario), following a Change of Control of ProQR at any time before expiration of the Research Term, Lilly may elect whether the Research Transfer Scenario (in subsection (a) below) or the Research Continuance Scenario (in subsection (b) below) shall apply to such Change of Control, as provided in Section 15.8.3 depending on whether or not such Acquirer is engaged in a Competing Program as of the closing of the Change of Control transaction.
Effects of Change of Control. Except in the scenario set forth in Section 17.8.5 below (in which case, the terms of Section 17.8.5 shall apply to such scenario), following a Change of Control of Precision, Lilly may [***].
(a) [***]:
(i) Precision[***];
(ii) with respect to [***];
(iii) the JSC shall [***];
(iv) Precision shall [***];
(v) solely if [***];
(vi) with respect to [***]; and
(vii) Precision shall [***].
(b) [***].
