Common use of Effects of Change of Control Clause in Contracts

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 managed by the JRC in accordance with Section 8.4 and Section 4.1.3. For clarity, the foregoing rights (i) shall not apply to any Library Compounds or Other Compounds that have not satisfied Lead Series Identified Criteria for Collaboration Targets […***…] or […***…] (as applicable), or any other Collaboration Targets, and (ii) shall terminate in full […***…] after the Effective Date.

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 agree in writing with the Non-Acquired Party that it will not utilize any of the Non-Acquired Party’s solely owned (with respect to the Acquired Party) Know-How or How, Patent Rights licensed to the Acquired Party under this AgreementRights, or Inventions Inventions, or Confidential Information (but not Joint Know-How, Joint Patent Rights or Joint Inventions) (such solely-owned items, collectively, “Sensitive Information”)) for the research, except as otherwise permitted by development or commercialization of any product for the Agreementtreatment of any indication or patient population for which a Product may be developed or commercialized. Following closing 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 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 obligations under this Agreement. The Non-Acquired Party may restrict the Acquired Party’s licenses 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 rightssuch committees shall be made by Roche. If there is a Change of Control of Pieris involving a company that develops or commercializes biopharmaceutical products (for clarity, generally for itself and not typically on a contract basis for other companies), then Roche may, in its sole discretion, immediately terminate the Agreement in its entirety. Upon any such termination by Roche, Pieris will immediately cease all activity and transfer to Roche all data developed by Pieris. Pieris shall provide an invoice to Roche specifying the, and reconcile [***] made by Roche. Within [***] of such reconciliation, Pieris will refund to Roche the difference between the [***] by Roche and Pieris actual FTE expenditures [***]. All licenses granted by Pieris to Roche shall remain in effect subject to the payment and diligence obligations under this Agreement. In addition, in Pieris shall lose the event that (a) BPM is acquired through a Change of Control by a right to query Roche for the […***…] (based on as foreseen in Section 2.4, and all licenses granted by Roche to Pieris shall terminate, except for the licenses under Section 2.4 with regards to licenses for […***…]) within ] already granted and for which Pieris is […***…] 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 provided that the Change of Control and is unable to make up Group or its sublicensees develop such delay to the anticipated Research Plan for […***…] and/or without the use of any Sensitive Information. Further, the right to query Roche for the […***…] as applicable in the following and Xxxxx’x xxxxx of licenses for such […***…], then, ] as foreseen under Section 2.4 shall remain in lieu of exercising Roche’s right to terminate this Agreement in accordance with Section 21.2.1, for any Collaboration Compounds effect provided that the JRC has determined have satisfied […***…] for Collaboration Targets […***…] or […***…] (Change of Control of Pieris involves a company as applicable) prior to described above that, at the closing time 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 (i) has determined have satisfied a market capitalization of less than […***…] as determined by the JRC. All other activities pursuant to the Research Plan shall be managed by the JRC in accordance with Section 8.4 and Section 4.1.3. For clarity, the foregoing rights US dollars (i) shall not apply to any Library Compounds or Other Compounds that have not satisfied Lead Series Identified Criteria for Collaboration Targets USD […***…] or […***…] (as applicable), or any other Collaboration Targets, ]) and (ii) shall terminate in full has […***…] after the Effective Date].

Effects of Change of Control. If there is TScan shall give Amgen written notice no later than [***] after the earlier of (i) the initial public announcement of entry into an agreement contemplating a Change of Control of TScan and (ii) consummation of a Change of Control. Amgen shall notify TScan [***] following receipt of such notice whether Amgen elects to terminate this Agreement pursuant to Section 11.5. If Amgen does not elect to terminate this Agreement pursuant to Section 11.5, 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 following consummation 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 : 3.8.1 TScan and the Change of Control Group shall adopt in writing reasonable procedures to prevent the disclosure of Sensitive Collaboration Data or Confidential Information of either Party to the extent relating to the activities under this Agreement (except for data pertaining to the TScan Platform) beyond the Acquired PartyTScan’s and the Change of Control Group’s or its Affiliates’ personnel who need to know the Sensitive such Confidential Information solely for the purpose of fulfilling the Acquired PartyTScan’s obligations, and exercising the Acquired Party’s licenses and other rights, obligations under this Agreement. In addition, in the event that ; (a) BPM is acquired Amgen’s reporting and information-sharing obligations under this Agreement (including pursuant to Section 3.7 or otherwise through a Change the JSC, but not including reporting obligations pursuant to Section 8.7.2) shall cease and be of Control by a no further effect with respect to any activities conducted after the completion of […***…] (based on […***…]) within […***…] after of the Effective Date and Research Work Plan, (b) within […***…] after such Change Amgen shall have the right to (i) transfer or have transferred, in an orderly process, some or all of Controlthe Program Research to be conducted to Amgen; provided, BPM experiences a significant delay with respect however, that, for the avoidance of doubt, the foregoing does not require TScan to key deliverables included transfer to Amgen any aspect of the TScan Platform, and/or (ii) exclude TScan from participation in whole or in part in the Research Plan for either […***…] JSC or […***…] any other governance committees or working teams contemplated herein, and (c) in effect as no event shall TScan transfer or disclose any Confidential Information of Amgen to the Change of Control and is unable Group without Amgen’s prior written consent; and 3.8.3 the Know-How, Patents or other Intellectual Property Rights owned or controlled by an Affiliate of TScan that becomes an Affiliate due to make up such delay to or following 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 managed by the JRC in accordance with Section 8.4 and Section 4.1.3. For clarity, the foregoing rights (i) Control shall not apply (a) be deemed to any Library Compounds be “Controlled” by TScan or Other Compounds that have not satisfied Lead Series Identified Criteria for Collaboration Targets […***…] or […***…] (as applicable)its Affiliates hereunder, or any (b) become TScan Background Platform IP, TScan Platform Improvements or TScan Background Platform IP or otherwise licensed to Amgen under Section 6.1.1, unless such Know-How, Patents or other Collaboration Targets, and (ii) shall terminate Intellectual Property Rights are thereafter intentionally used by or on behalf of TScan or its Affiliates in full […***…] after the Effective Dateperformance of TScan’s activities under this Agreement.

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 promptly after completion of such Change of Control, subject to any confidentiality obligations of the Acquired Party then in effect (but Control and 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 the closing of the such Change of Control, the Acquired Party and the Change of Control Group shall adopt in writing reasonable procedures to prevent the disclosure of Sensitive the Non-Acquired Party’s Confidential Information beyond the Acquired Party’s and the Change of Control Group’s personnel who need to know the Sensitive such Confidential Information solely for the purpose of fulfilling the Acquired Party’s obligations, and exercising the Acquired Party’s licenses and other rights, rights under this Agreement. In additionNotwithstanding anything to the contrary, in the event that (a) BPM is acquired through following a Change of Control of a Party, the following shall not be deemed to be Controlled by a […***…] such Party: (based on […***…]i) within […***…] after the Effective Date and (b) within […***…] after such Change of Controlany Patent, BPM experiences a significant delay with respect to key deliverables included in the Research Plan for either […***…] Know-How or […***…] in effect as materials owned or licensed by any member 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) Group immediately prior to the closing of such Change of ControlControl and (ii) any Patent, Roche shall have Know-How or materials that any member of the right, upon written notice Change of Control Group develops following the Change of Control without use of or reference to BPM, any Confidential Information of the other Party. With respect 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 managed by the JRC in accordance with Section 8.4 and Section 4.1.3. For clarityany Change of Control of Vividion, the foregoing rights (i) obligations set forth in Article 6 shall not apply to any Library Compounds activities conducted by or Other Compounds on behalf of a member of the Change of Control Group with respect to programs existing as of the date of such Change of Control or initiated thereafter, provided that have such programs do not satisfied Lead Series Identified Criteria for Collaboration Targets use any proprietary non-public Vividion Know-How. If Vividion acquires rights to any compounds, products or programs that would be prohibited by the provisions of Article 6 (such compounds, products or programs, a “Competing Products”) pursuant to an acquisition or an in-license of Competing Products, such acquisition and/or in-license, and the development and commercialization of such Competing Product thereafter, shall not constitute a breach of Article 6 if Vividion (i) (a) notifies Roche of such acquisition or in-license, (b) divests or out-licenses to a Third Party on an exclusive basis or otherwise terminates rights or ceases all development and commercialization activities with respect to such Competing Product within […***…] or […***…] (as applicable), or any other Collaboration Targetsmonths of such acquisition, and (c) during the pendency of such divestment or out-license, segregates such Competing Product from its activities under this Agreement or (ii) shall terminate in full […***…] after segregates such Competing Product from its activities under this Agreement for the Effective Dateapplicable period during which such activities would be prohibited under Article 6.

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 managed by the JRC in accordance with Section 8.4 and Section 4.1.3. For clarity, the foregoing rights (i) shall not apply to any Library Compounds or Other Compounds that have not satisfied Lead Series Identified Criteria for Collaboration Targets […***…] or […***…] (as applicable), or any other Collaboration Targets, and (ii) shall terminate in full […***…] after the Effective Date.. ​

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”) Party”)j at least thirty (30) days [********] prior to completion of such Change of Control, subject sub ect 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 agree in writing with the Non-Acquired Party that it will not utilize any of the Non-Acquired Party’s solely owned (with respect to the Acquired Party) Know-How or How, Patent Rights licensed to the Acquired Party under this AgreementRights, or Inventions Inventions, materials or Confidential Information (but not or Joint Know-How, Joint Patent Rights or Joint Inventions) Inventions (such solely-owned items, collectively, “Sensitive Information”)) for the research, except as otherwise permitted by development or commercialization of any product for the Agreementtreatment of any Indication or patient population for which a Product may be developed or commercialized. Following closing 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 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 obligations under this Agreement. The Non-Acquired Party may restrict the Acquired Party’s licenses and other rights, under this Agreement. In addition, participation in the event that (a) BPM is acquired through a Change of Control by a […***…] (based on […***…]) within […***…] after the Effective Date JSC 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 […***…] any other committee in effect as at the time of the Change of Control. In the event of Change of Control of SQZ, Roche may unilaterally terminate SQZ’s right to participate in and is unable to make up such delay to the anticipated Research Plan for attend discussions with Regulatory Authorities under Section 8.2.4. […***…] and/or Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. […***…] 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 managed by the JRC in accordance with Section 8.4 and Section 4.1.3. For clarity, the foregoing rights (i) shall not apply to any Library Compounds or Other Compounds that have not satisfied Lead Series Identified Criteria for Collaboration Targets […***…] or […***…] (as applicable), or any other Collaboration Targets, and (ii) shall terminate in full […***…] after the Effective Date.]

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 promptly 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 solely owned (with respect to the Acquired Party) Know-How or How, Patent Rights licensed to the Acquired Party under this AgreementRights, or Inventions Inventions, or Confidential Information (but not Joint Know-How, Joint Patent Rights or Joint Inventions) (such solely-owned items, collectively, “Sensitive Information”)) for the research, except as otherwise permitted by development or commercialization of any product for the Agreementtreatment of any indication or patient population for which a Collaboration Product may be developed or commercialized. Following closing 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 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 obligations under this Agreement. The Non- Acquired Party may restrict the Acquired Party’s licenses 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 rights, under this Agreementsuch committees shall be made by Genentech. In addition, in the event that (a) BPM If there is acquired through a Change of Control by of Pieris involving a […***…] company that develops or commercializes biopharmaceutical products (based for clarity, generally for itself and not typically 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 contract basis 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 […***…]other companies), then, in lieu of exercising Rocheupon Genentech’s right to terminate this Agreement in accordance with Section 21.2.1written request or notice, 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 managed by the JRC in accordance with Section 8.4 and Section 4.1.3. For clarity, the foregoing rights (i) shall not apply Pieris will immediately cease all activity and transfer to any Library Compounds or Other Compounds that have not satisfied Lead Series Identified Criteria for Collaboration Targets […***…] or […***…] (as applicable), or any other Collaboration TargetsGenentech all data developed by Pieris, and (ii) the JRC may be disbanded at Genentech’s discretion. For clarity, all licenses granted by Pieris to Genentech shall terminate remain in full […***…] after effect subject to the Effective Datepayment and diligence obligations under this Agreement.