Common use of Parent Successors and Assigns Clause in Contracts

Parent Successors and Assigns. Parent may assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more direct or indirect wholly-owned subsidiaries of Parent or to any purchaser or licensee of substantial rights to the Product (each, an “Assignee”) provided that the Assignee agrees to assume and be bound by all of the terms of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who agree to assume and be bound by all of the terms of this Agreement; provided, however, that in connection with any assignment to an Assignee, Parent and Sub (or the other assignor) shall agree to remain liable for the performance by each Assignee(and such other assignor, if applicable) of all obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement. This Agreement will be binding upon, inure to the benefit of and be enforceable by Parent’s successors and each Assignee, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s ability to merge or consolidate. Each of Parent’s successors and assigns shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights Agent, the due and punctual payment of the CVRs and the due and punctual performance and observance of all of the covenants and obligations of this Agreement to be performed or observed by Parent.

Parent Successors and Assigns. Parent may assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more direct or indirect wholly-wholly owned subsidiaries of Parent or to any purchaser or licensee for so long as they remain wholly owned subsidiaries of substantial rights to the Product Parent (each, an “Assignee”) ); provided that Parent shall remain liable for the Assignee agrees to assume performance by any such assignee of, and shall not be bound by all of the terms of this Agreementrelieved of, its obligations, duties and covenants hereunder. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who agree to assume and be bound by all satisfying the conditions of the terms of this Agreement; provided, however, that in connection with any assignment to an Assignee, Parent and Sub (or the other assignor) shall agree to remain liable for the performance by each Assignee(and such other assignor, if applicable) of all obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreementpreceding sentence. This Agreement will be binding upon, inure to the benefit of and be enforceable by Parent’s the parties and their respective successors and each Assigneepermitted assignees, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s ability to merge or consolidate. Each ; provided, that in the event of a Change of Control, Parent or Company, as applicable, shall cause the acquirer to assume Parent’s successors obligations, duties and assigns covenants under this Agreement, in which case the obligation to issue Parent Common Stock set forth herein shall expressly assume be assumed by an instrument supplemental heretothe ultimate parent company in such Change of Control and the equity issuable hereunder shall be the equity of such new Person. Except as otherwise permitted herein, executed and delivered to Parent may not assign this Agreement without the Rights Agent, the due and punctual payment prior written consent of the CVRs and the due and punctual performance and observance of all of the covenants and obligations Majority Holders. Any attempted assignment of this Agreement to or any of such rights in violation of this Section 6.03 shall be performed or observed by Parentvoid and of no effect.

Parent Successors and Assigns. Parent may assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more direct or indirect wholly-owned subsidiaries of Parent or to any purchaser or licensee of substantial rights to the Product (each, an “Assignee”) provided that the Assignee agrees to assume and be bound by all of the terms of this Agreement). Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who agree to assume and be bound by all of the terms of this AgreementAssignees; provided, however, that in connection with any assignment to an Assignee, Parent and Sub (or the other assignor) shall agree to remain liable for the performance by each Assignee(and Parent and Sub (and such other assignor, if applicable) of all their obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement. This Agreement will be binding upon, inure to the benefit of and be enforceable by Parent’s successors and each Assignee, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s ability to merge or consolidate. Each of Parent’s successors and assigns shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights Agent, the due and punctual payment of the CVRs CPRs and the due and punctual performance and observance of all of the covenants and obligations of this Agreement to be performed or observed by Parent.

Parent Successors and Assigns. Parent may assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more direct or indirect wholly-owned subsidiaries of Parent or to any purchaser or licensee of substantial rights to the Product (each, an “Assignee”) provided that the Assignee agrees to assume and be bound by all of the terms of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who agree to assume and be bound by all of the terms of this Agreement; provided, however, that in connection with any assignment to an Assignee, Parent and Sub (or the other assignor) shall agree to remain liable for the performance by each Assignee(and Assignee (and such other assignor, if applicable) of all obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement. This Agreement will be binding upon, inure to the benefit of and be enforceable by Parent’s successors and each Assignee, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s ability to merge or consolidate. Each of Parent’s successors and assigns shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights Agent, the due and punctual payment of the CVRs and the due and punctual performance and observance of all of the covenants and obligations of this Agreement to be performed or observed by Parent.

Parent Successors and Assigns. Notwithstanding anything to the contrary in this Agreement, Parent may assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more direct or indirect wholly-owned subsidiaries of Parent or to any purchaser or licensee of substantial rights to the Product (each, an “Assignee”) provided that the Assignee agrees to assume and be bound by all of the terms of this Agreement). Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who agree to assume and be bound by all of the terms of this AgreementAssignees; provided, however, that in connection with any assignment to an Assignee, Parent and Merger Sub (or the other assignor) shall agree to remain liable for the performance by each Assignee(and Parent and Merger Sub (and such other assignor, if applicable) of all their obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement. This Agreement will be binding upon, inure to the benefit of and be enforceable by Parent’s successors and each Assignee, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s ability to merge or consolidate. Each of Parent’s successors and assigns shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights AgentTrustee, the due and punctual payment of the CVRs and the due and punctual performance and observance of all of the covenants and obligations of this Agreement to be performed or observed by Parent.

Parent Successors and Assigns. Parent may assignnot assign this Agreement without the consent of the Acting Holders, except Parent may assign (a) in its sole discretion and without the consent of any other partyPerson, any or all of its rights, interests and obligations hereunder to one or more direct or indirect wholly-owned subsidiaries of Parent or to any purchaser or licensee of substantial rights to the Product its Affiliates (each, an “Assignee”) ), provided that the Assignee agrees to assume and be bound by all of the terms and conditions of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who agree to assume and be bound by all of the terms of this Agreement; provided, howeverfurther, that in connection with any assignment to an Assignee, Parent and Sub (or the other assignor) shall agree to remain liable for the performance by each Assignee(and such other assignor, if applicable) Assignee of all obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement, and (b) this Agreement in its entirety without the consent of any other Person to its successor in interest in connection with the sale of all or substantially all of its assets or of its stock, or in connection with a merger, acquisition or similar transaction (such successor in interest, the “Acquiror”). This Agreement will be binding upon, inure to the benefit of and be enforceable by Parent’s successors successors, Acquiror and each Assignee, and . Each reference to “Parent” in this Agreement shall not restrict be deemed to include Parent’s’s successors, any Assignee’s or any of their respective successor’s ability to merge or consolidateAcquiror and all Assignees. Each of Parent’s successors successors, Acquirors and assigns shall expressly assume Assignees shall, by an a supplemental contingent equity rights agreement or other instrument supplemental hereto, executed and delivered to the Rights Agent, the due and punctual expressly assume payment of the CVRs and the due and punctual performance and observance of amounts on all of the covenants CERs and obligations the performance of every obligation, agreement and covenant of this Agreement on the part of Parent and the Operating Partnership to be performed or observed by observed. The Rights Agent may not assign this Agreement without Parent’s written consent. Any attempted assignment of this Agreement or any such rights in violation of this Section 6.3 shall be void and of no effect.

Parent Successors and Assigns. Parent may assign, in its sole discretion and without the consent of any other partyPerson, any or all of its rights, interests and obligations hereunder (i) to one or more direct or indirect wholly-owned subsidiaries of Parent or Parent, (ii) to any purchaser purchaser, licensee or licensee sublicensee of substantial rights to the Product that is a company in the pharmaceutical industry or (iii) otherwise with the prior written consent of the Acting Holders, to any other person (each, an “Assignee”) ); provided that the Assignee agrees to assume and be bound by all of the terms and conditions of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who which agree to assume and be bound by all of the terms and conditions of this Agreement; provided, however, that in connection with any assignment to an AssigneeAssignee pursuant to clause (i) of the first sentence of this Section 7.3 if the Assignee does not have net assets of at least $500,000,000 as shown on its most recently prepared financial statements, Parent and Sub clause (or ii) of the other assignor) first sentence of this Section 7.3, the assignor shall agree to remain liable for the performance by each Assignee(and such other assignor, if applicable) the Assignee of all duties, covenants, agreements and obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement. This Agreement will be binding upon, inure to the benefit of and be enforceable by Parent’s successors and each Assignee. Subject to compliance with the requirements set forth in this Section 7.3 relating to assignments, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s successors’ ability to merge or consolidateconsolidate with, or sell, issue, license or dispose of its stock or other equity interests or assets to, any other Person, or spin-off or split-off. Each of Parent’s successors and assigns shall expressly assume each Assignee shall, by an instrument a supplemental hereto, contingent consideration payment agreement or other acknowledgement executed and delivered to the Rights Agent, expressly assume the due and punctual payment of the CVRs and the due and punctual performance of every duty, obligation, agreement and observance of all of the covenants and obligations covenant of this Agreement on the part of Parent to be performed or observed by Parent. The Rights Agent may not assign this Agreement without Parent’s written consent. Any attempted assignment of this Agreement or any such rights in violation of this Section 7.3 shall be void and of no effect.

Parent Successors and Assigns. Parent may assignassign any or all of its rights, interests and obligations hereunder (a) in its sole discretion and without the consent of any other partyPerson, any or all of its rights, interests and obligations hereunder to (i) one or more direct or indirect wholly-owned subsidiaries Subsidiaries of Parent Parent, (ii) any of Parent’s other Affiliates or (iii) in connection with a Change of Control or (b) with the prior written consent of the Acting Holders, to any purchaser or licensee other Person (in each case of substantial rights to the Product (eacha) and (b), an “Assignee”) ); provided that the Assignee agrees to assume and be bound by all of the terms and conditions of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who which agree to assume and be bound by all of the terms and conditions of this Agreement; provided, however, Agreement (it being understood that (x) in connection with the event of any such assignment to an AssigneeAssignee that is a Qualified Transferee, Parent shall no longer be liable for any obligations under this Agreement and Sub (y) following any such assignment to an Assignee other than a Qualified Transferee, Parent or the other assignor) applicable assignor shall agree to remain secondarily liable for the performance by each Assignee(and such other assignor, if applicable) Assignee of all duties, covenants, agreements and obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement). This Agreement will be binding upon, inure to the benefit of and be enforceable by ParentXxxxxx’s successors and each Assignee. Subject to compliance with the requirements set forth in this Section 7.3 relating to assignments, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s successors’ ability to undergo any Change of Control, merge or consolidateconsolidate with, or sell, issue, license or dispose of its stock or other equity interests or assets to, any other Person, or spin-off or split-off. Each of Parent’s successors and assigns shall expressly assume each Assignee shall, by an instrument a supplemental hereto, contingent consideration payment agreement or other acknowledgement executed and delivered to the Rights Agent, expressly assume the due and punctual payment of the CVRs and the due and punctual performance of every duty, obligation, agreement and observance of all of the covenants and obligations covenant of this Agreement on the part of Parent to be performed or observed by Parent. In the event of a Change of Control of Parent where Parent does not have net assets of at least $350,000,000 following such Change in Control, Parent shall cause the acquirer to assume its obligations, duties and covenants under this Agreement. Other than as permitted by Section 3.3(b), the Rights Agent may not assign this Agreement without Parent’s prior written consent. Any attempted assignment of this Agreement or any such rights in violation of this Section 7.3 shall be void and of no effect.

Parent Successors and Assigns. Parent may assignassign any or all of its rights, interests and obligations hereunder to (a) in its sole discretion and without the consent of any other party, (i) any or all controlled Affiliate of its rightsParent, interests and obligations hereunder to one or more direct or indirect wholly-owned subsidiaries but only for so long as it remains a controlled Affiliate of Parent or Parent, (ii) to any purchaser or licensee of substantial rights to the Product or (eachb) with the prior written consent of the Acting Holders, any other Person (any permitted assignee under clause (a) or (b), an “Assignee”) ), in each case provided that the Assignee agrees to assume and be bound by all of the terms of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, assign any or all of its rights, interests and obligations hereunder in the same manner as Parent pursuant to one or more additional Assignees who agree to assume and be bound by all of the terms of this Agreement; provided, however, that in prior sentence. In connection with any assignment to an AssigneeAssignee described in clause (a) above in this Section 6.3, Parent (and Sub (or the such other assignor, if applicable) shall agree to remain liable for the performance by each Assignee(and Assignee (and such other assignor, if applicable) of all obligations of Parent and Sub hereunder, hereunder (provided that no assignor shall be obligated with respect to any amendment to the obligations hereunder effected following such Assignee substituted for Parent and Sub under this Agreementassignee’s assignment). This Agreement will be binding upon, inure to the benefit of and be enforceable by ParentXxxxxx’s successors and each Assignee, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s ability to merge or consolidate. Each of Parent’s successors and assigns Assignees shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights AgentAgent and Representative, the due and punctual payment of the CVRs and the due and punctual performance and observance of all of the covenants and obligations of this Agreement to be performed or observed by Parent.. Unless a successor assignee meets the requirements set forth in Section 3.3(b) and, as of the date of such assignment, is an Affiliate of the Rights Agent, the Rights Agent may not assign this Agreement without Parent’s written consent. Any attempted assignment of this Agreement or any such rights in violation of this Section 6.3 shall be void and of no effect. Table of Contents EXHIBIT A

Parent Successors and Assigns. Parent may assign, in its sole discretion and without the consent of any other partyPerson, any or all of its rights, interests and obligations hereunder (a) to one or more direct or indirect wholly-owned subsidiaries Subsidiaries of Parent or (b) otherwise with the prior written consent of the Acting Holders, to any purchaser or licensee of substantial rights to the Product other person (each, an “Assignee”) ); provided that the Assignee agrees to assume and be bound by all of the terms and conditions of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who which agree to assume and be bound by all of the terms and conditions of this Agreement; provided, however, that in connection with any assignment to an AssigneeAssignee pursuant to clause (a) of the first sentence of this Section 7.3 if the Assignee does not have net assets of at least $50,000,000 as shown on its most recently prepared financial statements, Parent and Sub (or the other assignor) assignor shall agree to remain liable for the performance by each Assignee(and such other assignor, if applicable) the Assignee of all duties, covenants, agreements and obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement. This Agreement will be binding upon, inure to the benefit of and be enforceable by ParentXxxxxx’s successors and each Assignee. Subject to compliance with the requirements set forth in this Section 7.3 relating to assignments, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s successors’ ability to merge or consolidateconsolidate with, or sell, issue, license or dispose of its stock or other equity interests or assets to, any other Person, or spin-off or split-off. Each of Parent’s successors and assigns shall expressly assume each Assignee shall, by an instrument a supplemental hereto, contingent consideration payment agreement or other acknowledgement executed and delivered to the Rights Agent, expressly assume the due and punctual payment of the CVRs and the due and punctual performance of every duty, obligation, agreement and observance of all of the covenants and obligations covenant of this Agreement on the part of Parent to be performed or observed by Parent. The Rights Agent may not assign this Agreement without Parent’s written consent. Any attempted assignment of this Agreement or any such rights in violation of this Section 7.3 shall be void and of no effect.

Parent Successors and Assigns. Parent may assignassign any or all of its rights, interests and obligations hereunder to (a) in its sole discretion and without the consent of any other party, any controlled Affiliate of Parent, but only for so long as it remains a controlled Affiliate of Parent, or all (b) with the prior written consent of its rightsthe Acting Holders, interests and obligations hereunder to one any other Person (any permitted assignee under clause (a) or more direct or indirect wholly-owned subsidiaries of Parent or to any purchaser or licensee of substantial rights to the Product (eachb), an “Assignee”) ), in each case provided that the Assignee agrees to assume and be bound by all of the terms of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, assign any or all of its rights, interests and obligations hereunder in the same manner as Parent pursuant to one or more additional Assignees who agree to assume and be bound by all of the terms of this Agreement; provided, however, that in prior sentence. In connection with any assignment to an AssigneeAssignee described in clause (a) above in this Section 6.3, Parent (and Sub (or the other assignor) shall agree to remain liable for the performance by each Assignee(and Assignee (and such other assignor, if applicable) of all obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement. This Agreement will be binding upon, inure to the benefit of and be enforceable by Parent’s successors and each Assignee, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s ability to merge or consolidate. Each of Parent’s successors and assigns Assignees shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights Agent, the due and punctual payment of the CVRs and the due and punctual performance and observance of all of the covenants and obligations of this Agreement to be performed or observed by Parent. The Rights Agent may not assign this Agreement without Parent’s written consent. Any attempted assignment of this Agreement or any such rights in violation of this Section 6.3 shall be void and of no effect.

Parent Successors and Assigns. Parent may assignassign any or all of its rights, interests and obligations hereunder to (a) in its sole discretion and without the consent of any other party, (i) any or all controlled Affiliate of its rightsParent, interests and obligations hereunder to one or more direct or indirect wholly-owned subsidiaries but only for so long as it remains a controlled Affiliate of Parent or Parent, (ii) to any purchaser or licensee of substantial rights to OPNT003 or (b) with the Product prior written consent of the Acting Holders, any other Person (eachany permitted assignee under clause (a) or (b), an “Assignee”) ), in each case provided that the Assignee agrees to assume and be bound by all of the terms of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, assign any or all of its rights, interests and obligations hereunder in the same manner as Parent pursuant to one or more additional Assignees who agree to assume and be bound by all of the terms of this Agreement; provided, however, that in prior sentence. In connection with any assignment to an AssigneeAssignee described in clause (a) above in this Section 6.3, Parent (and Sub (or the such other assignor, if applicable) shall agree to remain liable for the performance by each Assignee(and Assignee (and such other assignor, if applicable) of all obligations of Parent and Sub hereunder, hereunder (provided that no assignor shall be obligated with respect to any amendment to the obligations hereunder effected following such Assignee substituted for Parent and Sub under this Agreementassignee’s assignment). This Agreement will be binding upon, inure to the benefit of and be enforceable by ParentXxxxxx’s successors and each Assignee, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s ability to merge or consolidate. Each of Parent’s successors and assigns Assignees shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights Agent, the due and punctual payment of the CVRs and the due and punctual performance and observance of all of the covenants and obligations of this Agreement to be performed or observed by Xxxxxx. Unless a successor assignee meets the requirements set forth in Section 3.3(b) and, as of the date of such assignment, is an Affiliate of the Rights Agent, the Rights Agent may not assign this Agreement or its rights hereunder without Parent’s written consent. Any attempted assignment in violation of this Section 6.3 shall be void ab initio and of no effect.

Parent Successors and Assigns. (a) Parent may not assign this Agreement without the prior written consent of the CVR Representative, provided that (i) Parent may assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more direct or indirect wholly-owned subsidiaries of Parent or to any purchaser or licensee for so long as they remain wholly owned subsidiaries of substantial rights to the Product Parent (each, an “Assignee”) ); provided that the Assignee agrees to assume and be bound by all of the terms of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who agree to assume and be bound by all of the terms of this Agreement; provided, however, that in connection with any assignment to an Assignee, Parent shall, and Sub (or the other assignor) shall agree to to, remain liable for the performance by each Assignee(and such other assignor, if applicable) Assignee of all obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement, and (ii) Parent may assign this Agreement in its entirety without the consent of any other party to its successor in interest in connection with the sale of all or substantially all of its assets or of its stock, or in connection with a merger, acquisition or similar transaction (such successor in interest, the “Acquiror”, and such transaction, the “Acquisition”). This Agreement will be binding upon, inure to the benefit of and be enforceable by Parent’s successors successors, acquirers and each Assignee, and . Each reference to “Parent” in this Agreement shall not restrict be deemed to include Parent’s’s successors, any Assignee’s or any of their respective successor’s ability to merge or consolidateacquirers and all Assignees. Each of Parent’s successors successors, acquirers and assigns shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights Agent, the due and punctual payment of the CVRs CVR Payments and the due and punctual performance and observance of all of the covenants and obligations of this Agreement to be performed or observed by Parent.

Parent Successors and Assigns. Parent may assignassign or otherwise transfer any or all of its rights, interests and obligations hereunder (a) in its sole discretion and without the consent of any other partyPerson, any or all of its rights, interests and obligations hereunder (i) to one or more direct or indirect wholly-owned subsidiaries of Parent or (ii) to any purchaser purchaser, licensee or licensee sublicensee of substantial all or substantially all of the rights controlled by Parent (or the applicable Person included in Parent Group) to the Product CVR Program that is a company in the pharmaceutical industry or (b) otherwise with the prior written consent of the Acting Holders, to any other Person (each, an “Assignee”) ); provided that the Assignee agrees in a writing delivered to Rights Agent that Assignee shall assume and be bound by all of the terms and conditions of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who agree to assume and be bound by all of the terms of this Agreement; provided, however, that in connection with any assignment to an Assignee, Parent and Sub (or the other assignor) shall agree to remain liable for the performance by each Assignee(and such other assignor, if applicable) of all obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement. This Agreement will be binding upon, inure to the benefit of and be enforceable by ParentXxxxxx’s successors and each Assignee. Parent (and the other assignor) shall agree to remain liable for the performance by each Assignee (and such other assignor, and if applicable) of all obligations of Parent hereunder. Subject to compliance with the requirements set forth in this Section 7.5 relating to assignments or other transfers, this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successorParent Group’s ability to merge or consolidateconsolidate with, or sell, issue, license or dispose of its stock or other equity interests or assets to, any other Person, or spin-off or split-off. Each of Parent’s and its Affiliate’s respective successors and assigns shall expressly assume each Assignee shall, by an instrument a supplemental hereto, contingent consideration payment agreement or other acknowledgement executed and delivered to the Rights Agent, expressly assume the due and punctual payment of the CVRs CVR Payments and the due and punctual performance of every duty, obligation, agreement and observance of all of the covenants and obligations covenant of this Agreement on the part of Parent to be performed or observed (or to be observed) by Parent. The Rights Agent may not assign this Agreement without Parent’s prior written consent. Any attempted assignment, transfer or delegation of this Agreement or any such rights in violation of this Section 7.5 shall be void and of no effect.

Parent Successors and Assigns. Parent may assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder (i) to one or more direct or indirect wholly-owned subsidiaries of Parent or (ii) to any purchaser purchaser, licensee or licensee sublicensee of substantial rights to the Product that is a company in the pharmaceutical industry (each, an “Assignee”) ); provided that the Assignee agrees to assume and be bound by all of the terms of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who agree to assume and be bound by all of the terms of this Agreement; provided, however, that in connection with any assignment to an AssigneeAssignee pursuant to clause (i) of the first sentence of this Section 6.3 and, only if the Assignee does not have net assets of at least $1,000,000,000 as shown on its most recently prepared financial statements, clause (ii) of the first sentence of this Section 6.3, Parent and Sub (or the other assignor) shall agree to remain liable for the performance by each Assignee(and Assignee (and such other assignor, if applicable) of all obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement. This Agreement will be binding upon, inure to the benefit of and be enforceable by Parent’s successors and each Assignee. Subject to compliance with the requirements set forth in this Section 6.3 relating to assignments, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s successors’ ability to merge or consolidateconsolidate with, or sell, issue, license or dispose of its stock or other equity interests or assets to, any other Person, or spin-off or split-off. Each of Parent’s successors and assigns shall expressly assume shall, by an instrument a supplemental hereto, contingent consideration payment agreement or other acknowledgement executed and delivered to the Rights Agent, the due and punctual expressly assume payment of amounts on all the CVRs and the due performance of every duty and punctual performance and observance of all of the covenants and obligations covenant of this Agreement on the part of Parent to be performed or observed by Parentobserved.

Parent Successors and Assigns. (a) Parent may not assign this Agreement without the prior written consent of the Acting Holders. Notwithstanding the foregoing (i) Parent may assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more direct or indirect wholly-owned subsidiaries of Parent or to any purchaser or licensee for so long as they remain wholly-owned subsidiaries of substantial rights to the Product Parent (each, an “Assignee”) provided that and the Assignee agrees to assume and be bound by all of the terms of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who agree to assume and be bound by all of the terms of this Agreement; provided, however, that in connection with any assignment to an Assignee, Parent shall, and Sub (or the other assignor) shall agree to to, remain liable for the performance by each Assignee(and such other assignor, if applicable) Assignee of all obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement, and (ii) Parent may assign this Agreement in its entirety without the consent of any other party to its successor in interest in connection with the sale of all or substantially all of its assets or of its stock, or in connection with a merger, acquisition or similar transaction (such successor in interest, the “Acquiror”, and such transaction, the “Acquisition”). This Agreement will be binding upon, inure to the benefit of and be enforceable by ParentXxxxxx’s successors successors, acquirers and each Assignee, and . Each reference to “Parent” in this Agreement shall not restrict be deemed to include Parent’s’s successors, any Assignee’s or any of their respective successor’s ability to merge or consolidateacquirers and all Assignees. Each of Parent’s successors successors, acquirers and assigns shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights Agent, the due and punctual payment of the CVRs CVR Payments and the due and punctual performance and observance of all of the covenants and obligations of this Agreement to be performed or observed by Parent. Notwithstanding anything to the contrary contained herein, no assignment pursuant to this Section 7.3 shall relieve Parent of its obligations and liabilities to the Rights Agent hereunder, unless specifically agreed to in writing by the Rights Agent.

Parent Successors and Assigns. Parent may assign, in its sole discretion and without Neither this Agreement nor any of the consent of any other party, any or all of its rights, interests and or obligations hereunder to one shall be assigned, in whole or more direct in part, by operation of law or indirect wholly-owned subsidiaries of Parent or to otherwise, by any purchaser or licensee of substantial rights to the Product (each, an “Assignee”) provided that the Assignee agrees to assume and be bound by all of the terms of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and parties hereto without the prior written consent of any the other partyparties hereto, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who agree to assume and be bound by all of the terms of this Agreement; provided, however, that (a) Parent may assign this Agreement to a Person which is a direct or indirect wholly owned Subsidiary of Parent, (b) the Rights Agent may assign this Agreement to a successor Rights Agent appointed in connection accordance with Section 3.3 and (c) the Representative may assign this Agreement to a successor Representative appointed in accordance with Section 6.10. Notwithstanding any provision herein to the contrary, no assignment by any party shall relieve such party of any of its obligations hereunder. Subject to an Assigneethe immediately preceding two sentences, Parent and Sub (or the other assignor) this Agreement shall agree to remain liable for the performance by each Assignee(and such other assignor, if applicable) of all obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement. This Agreement will be binding upon, inure to the benefit of of, and be enforceable by Parent’s by, the parties hereto and their respective successors and each Assigneepermitted assigns. Any purported assignment not permitted under this Section 6.3 shall be null and void. Notwithstanding the foregoing, and this Agreement shall not restrict Parent’s, any Assigneeassignee’s or any of their respective successor’s successors’ ability to merge or consolidateconsolidate with, or sell, issue, license or dispose of its stock or other equity interests or assets to, any other Person, or spin-off or split-off. In the event of a Transformative Transaction prior to termination hereof under Section 6.8 (including in the event of a prepayment as contemplated by Section 2.5), Parent and each of the Parent Parties shall, as a condition thereto, require the buyer, acquiror or successor entity in respect thereof to assume its rights and obligations under this Agreement and the CVRs. Each of Parent’s successors and assigns shall expressly assume assigns, including but not limited to in the event of a Transformative Transaction, shall, by an instrument a mutually agreed supplemental hereto, contingent value rights agreement or other acknowledgement executed and delivered to the Rights AgentAgent and the Representative, the due and punctual expressly assume payment of amounts on all the CVRs and under this Agreement and the due performance of every duty and punctual performance and observance of all of the covenants and obligations covenant of this Agreement on the part of Parent to be performed or observed by Parentobserved.

Parent Successors and Assigns. Parent may assignassign any or all of its rights, interests and obligations hereunder to (a) in its sole discretion and without the consent of any other party, any controlled Affiliate of Parent, but only for so long as it remains a controlled Affiliate of Parent, or all (b) with the prior written consent of its rightsthe Acting Holders, interests and obligations hereunder to one any other Person (any permitted assignee under clause (a) or more direct or indirect wholly-owned subsidiaries of Parent or to any purchaser or licensee of substantial rights to the Product (eachb), an “Assignee”) ), in each case provided that the Assignee agrees agrees, in an instrument supplemental hereto, executed and delivered to the Rights Agent, to assume and be bound by all of the terms of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, assign any or all of its rights, interests and obligations hereunder in the same manner as Parent pursuant to one or more additional Assignees who agree to assume and be bound by all of the terms of this Agreement; provided, however, that in prior sentence. In connection with any assignment to an AssigneeAssignee described in clause (a) above in this Section 6.3, Parent and Sub (or the other applicable assignor) shall agree to remain liable for the performance by each Assignee(and Assignee (and such other assignor, if applicable) of all obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement. This Agreement will be binding upon, inure to the benefit of and be enforceable by Parent’s successors and each Assignee, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s ability to merge or consolidate. Each of Parent’s successors and assigns Assignees shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights Agent, the due and punctual payment of the CVRs and the due and punctual performance and observance of all of the covenants and obligations of this Agreement to be performed or observed by Parent. The Rights Agent may not assign this Agreement without Parent’s prior written consent. Any attempted assignment of this Agreement or any such rights in violation of this Section 6.3 shall be void and of no effect.

Parent Successors and Assigns. (a) Parent may not assign this Agreement without the prior written consent of the Acting Holders. Notwithstanding the foregoing (i) Parent may assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more direct or indirect wholly-owned subsidiaries of Parent or to any purchaser or licensee for so long as they remain wholly-owned subsidiaries of substantial rights to the Product Parent (each, an “Assignee”) provided that and the Assignee agrees to assume and be bound by all of the terms of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who agree to assume and be bound by all of the terms of this Agreement; provided, however, that in connection with any assignment to an Assignee, Parent shall, and Sub (or the other assignor) shall agree to to, remain liable for the performance by each Assignee(and such other assignor, if applicable) Assignee of all obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement, and (ii) Parent may assign this Agreement in its entirety without the consent of any other party to its successor in interest in connection with the sale of all or substantially all of its assets or of its stock, or in connection with a merger, acquisition or similar transaction (such successor in interest, the “Acquiror”, and such transaction, the “Acquisition”). This Agreement will be binding upon, inure to the benefit of and be enforceable by ParentPxxxxx’s successors successors, acquirers and each Assignee, and . Each reference to “Parent” in this Agreement shall not restrict be deemed to include Parent’s’s successors, any Assignee’s or any of their respective successor’s ability to merge or consolidateacquirers and all Assignees. Each of Parent’s successors successors, acquirers and assigns shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights Agent, the due and punctual payment of the CVRs CVR Payments and the due and punctual performance and observance of all of the covenants and obligations of this Agreement to be performed or observed by Parent. Notwithstanding anything to the contrary contained herein, no assignment pursuant to this Section 7.3 shall relieve Parent of its obligations and liabilities to the Rights Agent hereunder, unless specifically agreed to in writing by the Rights Agent.

Parent Successors and Assigns. Parent may assignassign any or all of its rights, interests and obligations hereunder to (a) in its sole discretion and without the consent of any other party, any or all Affiliate of its rightsParent, interests and obligations hereunder to one or more direct or indirect wholly-owned subsidiaries but only for so long as it remains an Affiliate of Parent or to (b) except for assignments complying with Section 4.4(c) (for which the foregoing consent shall not be required), with the prior written consent of the Acting Holders, any purchaser other Person (any permitted assignee under clause (a) or licensee of substantial rights to the Product (eachb), an “Assignee”) ), in each case provided that the Assignee agrees agrees, in an instrument supplemental hereto, executed and delivered to the Rights Agent, to assume and be bound by all of the terms of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, assign any or all of its rights, interests and obligations hereunder in the same manner as Parent pursuant to one or more additional Assignees who agree to assume and be bound by all of the terms of this Agreement; provided, however, that in prior sentence. In connection with any assignment to an AssigneeAssignee described in clause (a) above in this Section 6.3, Parent and Sub (or the other applicable assignor) shall agree to remain liable for the performance by each Assignee(and Assignee (and such other assignor, if applicable) of all obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement. This Agreement will shall be binding upon, inure to the benefit of and be enforceable by ParentXxxxxx’s successors and each Assignee, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s ability to merge or consolidate. Each of Parent’s successors and assigns Assignees shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights Agent, the due and punctual payment of the CVRs and the due and punctual performance and observance of all of the covenants and obligations of this Agreement to be performed or observed by Xxxxxx. The Rights Agent may not assign this Agreement without Parent’s prior written consent. Any attempted assignment of this Agreement or any such rights in violation of this Section 6.3 shall be void and of no effect.

Parent Successors and Assigns. Parent may assignassign any or all of its rights, interests and obligations hereunder to (a) in its sole discretion and without the consent of any other party, (i) any or all controlled Affiliate of its rightsParent, interests and obligations hereunder to one or more direct or indirect wholly-owned subsidiaries but only for so long as it remains a controlled Affiliate of Parent or Parent, (ii) to any purchaser or licensee of substantial rights to the Product or (eachb) with the prior written consent of the Acting Holders, any other Person (any permitted assignee under clause (a) or (b), an “Assignee”) ), in each case provided that the Assignee agrees to assume and be bound by all of the terms of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, assign any or all of its rights, interests and obligations hereunder in the same manner as Parent pursuant to one or more additional Assignees who agree to assume and be bound by all of the terms of this Agreement; provided, however, that in prior sentence. In connection with any assignment to an AssigneeAssignee described in clause (a) above in this Section 6.3, Parent (and Sub (or the such other assignor, if applicable) shall agree to remain liable for the performance by each Assignee(and Assignee (and such other assignor, if applicable) of all obligations of Parent and Sub hereunder, hereunder (provided that no assignor shall be obligated with respect to any amendment to the obligations hereunder effected following such Assignee substituted for Parent and Sub under this Agreementassignee’s assignment). This Agreement will be binding upon, inure to the benefit of and be enforceable by ParentPxxxxx’s successors and each Assignee, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s ability to merge or consolidate. Each of ParentPxxxxx’s successors and assigns Assignees shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights AgentAgent and Representative, the due and punctual payment of the CVRs and the due and punctual performance and observance of all of the covenants and obligations of this Agreement to be performed or observed by Parent. Unless a successor assignee meets the requirements set forth in Section 3.3(b) and, as of the date of such assignment, is an Affiliate of the Rights Agent, the Rights Agent may not assign this Agreement without Parent’s written consent. Any attempted assignment of this Agreement or any such rights in violation of this Section 6.3 shall be void and of no effect.

Parent Successors and Assigns. Parent may assignnot assign this Agreement without the prior consent of the Acting Holders; provided, however, Parent may assign any or all of its rights, interests and obligations hereunder, in its sole discretion and without the consent of the Acting Holders or any other partyPerson, (i) to any or all of its rights, interests and obligations hereunder to one or more direct or indirect wholly-owned subsidiaries controlled Affiliate of Parent or to any purchaser or licensee of substantial rights to the Product (each, an “Assignee”) ), but only for so long as the Assignee remains a controlled Affiliate of Parent and provided that the Assignee agrees to assume and be bound by all of the terms of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who agree to assume and be bound by all of the terms conditions of this Agreement; providedprovided further that, however, that in connection with any assignment to an Assignee, Parent shall, and Sub (or the other assignor) shall agree to to, remain liable for the performance by each Assignee(and such other assignor, if applicable) the Assignee of all obligations obligations, duties and covenants of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement, or (ii) in connection with a Change of Control; provided, that, in the case of a Change of Control as defined in clauses (a) and (b) of the definition of “Change of Control”, unless otherwise consented to by the Acting Holders, any applicable CVR Payment Amount due and payable pursuant to the terms of this Agreement shall be paid solely in cash, unless the acquiring Person has equity securities listed on Nasdaq (or another stock exchange) and such acquiring Person has a market capitalization equal to or greater than the market capitalization of Parent as of the Effective Time, in which case the successor may pay any applicable CVR Payment Amount in cash, stock, or a combination of cash and stock in accordance with this Agreement. This Subject to the preceding sentence, this Agreement will be binding upon, and shall be enforceable by and inure solely to the benefit of and be enforceable by Parentof, Xxxxxx’s successors and each Assignee, and . The Rights Agent may not assign this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s ability to merge or consolidate. Each of without Parent’s successors and assigns shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights Agent, the due and punctual payment of the CVRs and the due and punctual performance and observance of all of the covenants and obligations prior written consent. Any attempted assignment of this Agreement to or any such rights in violation of this Section 8.3 shall be performed or observed by Parentvoid and of no effect.

Parent Successors and Assigns. Parent may assignassign any or all of its rights, interests and obligations hereunder (a) in its sole discretion and without the consent of any other partyparty (i) to, any or all controlled Affiliate of its rightsParent, interests but only for so long as it remains a controlled Affiliate of Parent, (ii) in connection with a Change of Control, provided that in the case of a Change of Control as defined in clauses (a) and obligations hereunder (b) of the definition of “Change of Control”, unless otherwise consented to one or more direct or indirect wholly-owned subsidiaries of Parent or to by the Acting Holders, any purchaser or licensee of substantial rights applicable Milestone Payment Amount due and payable pursuant to the terms of this Agreement shall be paid solely in cash, or (iii) in accordance with Section 4.7 to a Qualified Transferee in connection with a Product Transfer, or (eachb) with the prior written consent of the Acting Holders, any other Person (any permitted assignee under clause (a) or (b), an “Assignee”) ), in each case provided that the Assignee agrees to assume and be bound by all of the terms of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who agree to assume and be bound by all of the terms of this Agreement; provided, however, that Parent may assign, in connection with its sole discretion, any or all of its rights, interests and obligations under this Agreement after the Effective Time to any Person, provided that no such assignment to an Assignee, shall relieve Parent and Sub (or the other assignor) shall agree to remain liable of its obligations hereunder except as otherwise provided for the performance by each Assignee(and such other assignor, if applicable) of all obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under in this Agreement. This Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of of, and be enforceable by Parent’s by, the parties and their respective successors and each Assignee, and assigns. Any attempted assignment of this Agreement shall not restrict Parent’s, any Assignee’s or any such rights in violation of their respective successor’s ability to merge or consolidatethis Section 7.3 shall be void and of no effect. Each of Parent’s successors and assigns shall expressly assume each Assignee shall, by an instrument supplemental hereto, executed and delivered to the Rights Agent, expressly assume the due and punctual payment of the CVRs and the due and punctual performance of every duty, obligation, agreement and observance of all of the covenants and obligations covenant of this Agreement on the part of Parent to be performed or observed by Parent.

Parent Successors and Assigns. (a) Parent may not assign this Agreement without the prior written consent of the Acting Holders. Notwithstanding the foregoing (i) Parent may assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more direct or indirect wholly-owned subsidiaries of Parent or to any purchaser or licensee for so long as they remain wholly-owned subsidiaries of substantial rights to the Product Parent (each, an “Assignee”) provided that and the Assignee agrees to assume and be bound by all of the terms of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who agree to assume and be bound by all of the terms of this Agreement; provided, however, that in connection with any assignment to an Assignee, Parent shall, and Sub (or the other assignor) shall agree to to, remain liable for the performance by each Assignee(and such other assignor, if applicable) Assignee of all obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement, and (ii) Parent may assign this Agreement in its entirety without the consent of any other party to its successor in interest in connection with the sale of all or substantially all of its assets or of its stock, or in connection with a merger, acquisition or similar transaction (such successor in interest, the “Acquiror”, and such transaction, the “Acquisition”). This Agreement will be binding upon, inure to the benefit of and be enforceable by ParentXxxxxx’s successors successors, acquirers and each Assignee, and . Each reference to “Parent” in this Agreement shall not restrict be deemed to include Parent’s’s successors, any Assignee’s or any of their respective successor’s ability to merge or consolidateacquirers and all Assignees. Each of Parent’s successors successors, acquirers and assigns shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights Agent, the due and punctual payment of the CVRs CVR Payments and the due and punctual performance and observance of all of the covenants and obligations of this Agreement to be performed or observed by Parent.

Parent Successors and Assigns. Parent may assignassign any or all of its rights, interests and obligations hereunder in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder Person (i) to one or more direct of its Affiliates or indirect wholly-owned subsidiaries of Parent or (ii) to any purchaser purchaser, licensee or licensee sublicensee of substantial rights to the E-Product that is a company in the pharmaceutical industry (each, an “Assignee”) ); provided that the Assignee agrees to assume and be bound by all of the terms and conditions of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other partysame manner as Parent pursuant to the prior sentence, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who which agree to assume and be bound by all of the terms and conditions of this Agreement; provided, however, that in connection with any assignment to an Assignee, Parent and Sub (or the other assignor) shall agree to remain liable for the performance by each Assignee(and such other assignor, if applicable) Assignee of all obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement. This Agreement will be binding upon, inure to the benefit of and be enforceable by Parent’s successors and each Assignee, and this . This Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s successors’ ability to merge or consolidateconsolidate with, or sell, issue, license or dispose of its stock or other equity interests or assets to, any other Person, or spin-off or split-off. Each of Parent’s successors and assigns shall expressly assume each Assignee shall, by an instrument a supplemental hereto, contingent consideration payment agreement or other acknowledgement executed and delivered to the Rights Agent, the due and punctual expressly assume payment of amounts on all of the CVRs and the due performance of every obligation, agreement and punctual performance and observance of all of the covenants and obligations covenant of this Agreement on the part of Parent to be performed or observed by observed. The Rights Agent may not assign this Agreement without Parent’s written consent. Any attempted assignment of this Agreement or any such rights in violation of this Section 7.3 shall be void and of no effect.

Parent Successors and Assigns. Parent may assignassign any or all of its rights, interests and obligations hereunder to (a) in its sole discretion and without the consent of any other party, (i) any or all controlled Affiliate of its rightsParent, interests and obligations hereunder to one or more direct or indirect wholly-owned subsidiaries but only for so long as it remains a controlled Affiliate of Parent or Parent, (ii) to any purchaser or licensee of substantial rights to OPNT003 or (b) with the Product prior written consent of the Acting Holders, any other Person (eachany permitted assignee under clause (a) or (b), an “Assignee”) ), in each case provided that the Assignee agrees to assume and be bound by all of the terms of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, assign any or all of its rights, interests and obligations hereunder in the same manner as Parent pursuant to one or more additional Assignees who agree to assume and be bound by all of the terms of this Agreement; provided, however, that in prior sentence. In connection with any assignment to an AssigneeAssignee described in clause (a) above in this Section 6.3, Parent (and Sub (or the such other assignor, if applicable) shall agree to remain liable for the performance by each Assignee(and Assignee (and such other assignor, if applicable) of all obligations of Parent and Sub hereunder, hereunder (provided that no assignor shall be obligated with respect to any amendment to the obligations hereunder effected following such Assignee substituted for Parent and Sub under this Agreementassignee’s assignment). This Agreement will be binding upon, inure to the benefit of and be enforceable by ParentXxxxxx’s successors and each Assignee, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s ability to merge or consolidate. Each of Parent’s successors and assigns Assignees shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights Agent, the due and punctual payment of the CVRs and the due and punctual performance and observance of all of the covenants and obligations of this Agreement to be performed or observed by Xxxxxx. Unless a successor assignee meets the requirements set forth in Section 3.3(b) and, as of the date of such assignment, is an Affiliate of the Rights Agent, the Rights Agent may not assign this Agreement without Parent’s written consent. Any attempted assignment of this Agreement or any such rights in violation of this Section 6.3 shall be void and of no effect.

Parent Successors and Assigns. Parent may assign, in its sole discretion and without the consent of any other partyPerson, any or all of its rights, interests and obligations hereunder to one or more direct or indirect wholly-owned subsidiaries Subsidiaries of Parent or to any purchaser or licensee of substantial rights to Parent, including the Product Surviving Corporation (each, an “Assignee”) ); provided that the Assignee agrees to assume and be bound by all of the terms and conditions of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who which agree to assume and be bound by all of the terms and conditions of this Agreement; provided, however, that in . In connection with any assignment to an AssigneeAssignee pursuant to this Section 6.3, Parent and Sub (or the other assignor) shall agree to remain liable for the performance by each Assignee(and such other assignor, if applicable) Assignee of all covenants, agreements and obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement. This Agreement will be binding upon, inure to the benefit of and be enforceable by Parent’s successors and each Assignee. Subject to compliance with the requirements set forth in this Section 6.3 relating to assignments, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s successors’ ability to merge or consolidateconsolidate with, or sell, issue, license or dispose of its stock or other equity interests or assets to, any other Person, or spin-off or split-off. Each of Parent’s successors and assigns shall expressly assume each Assignee shall, by an instrument a supplemental hereto, contingent consideration payment agreement or other acknowledgement executed and delivered to the Rights Agent, the due and punctual expressly assume payment of amounts on all of the CVRs and the due performance of every obligation, agreement and punctual performance and observance of all of the covenants and obligations covenant of this Agreement on the part of Parent to be performed or observed by observed. The Rights Agent may not assign this Agreement without Parent’s written consent. Any attempted assignment of this Agreement or any such rights in violation of this Section 6.3 shall be void and of no effect.

Parent Successors and Assigns. Parent may assign, in its sole discretion and not assign this Agreement without the prior written consent of the majority of the Acting Holders; provided, however, that Parent may, without such consent, assign this Agreement (i) to any other partyassignee in connection with a Change of Control of Parent, any or all of its rights, interests and obligations hereunder (ii) to one or more direct or indirect wholly-owned subsidiaries Subsidiaries of Parent or (iii) to any purchaser purchaser, licensee or licensee sublicensee of substantial rights to the Product that is a pharmaceutical company (eacheach assignee under clauses (i), an (ii) or (iii) a “Permitted Assignee”) ); provided that in the case of each of clauses (i), (ii) and (iii), such Permitted Assignee agrees to assume Xxxxxx’s obligations, duties and be bound by all covenants under this Agreement; provided further, that in the case of clause (ii), Xxxxxx remains responsible for the terms obligations hereunder of any such Subsidiary assignee, and that in the case of clause (iii), if such assignment occurs prior to the termination of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without Parent remains responsible for the consent obligations hereunder of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who agree to assume and be bound by all of the terms of this Agreement; provided, however, that in connection with any assignment to an Assignee, Parent and Sub (or the other assignor) shall agree to remain liable for the performance by each Assignee(and such other assignor, if applicable) of all obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreementassignee. This Agreement will be binding upon, inure to the benefit of and be enforceable by ParentXxxxxx’s successors and each Assignee, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s ability to merge or consolidatePermitted Assignees. Each of Parent’s successors and assigns shall expressly assume Permitted Assignees shall, by an instrument a supplemental hereto, contingent consideration payment agreement or other acknowledgement executed and delivered to the Rights Agent, the due and punctual expressly assume payment of amounts on all of the CVRs and the due performance of every duty, obligation, agreement and punctual performance and observance of all of the covenants and obligations covenant of this Agreement on the part of Parent to be performed or observed by observed. The Rights Agent may not assign this Agreement without Parent’s written consent. Any attempted assignment of this Agreement or any rights hereunder in violation of this Section 7.3 shall be void ab initio and of no effect.

Parent Successors and Assigns. Parent may assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more direct or indirect wholly-owned subsidiaries of Parent for so long as they remain wholly owned subsidiaries of Parent or to any purchaser or licensee an assignee of substantial all of the Company’s rights to under the Product Novartis Agreement (each, an “Assignee”) ); provided that Parent shall remain liable for the Assignee agrees to assume performance by any such assignee of, and shall not be bound by all of the terms of this Agreementrelieved of, its obligations, duties and covenants hereunder. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who agree to assume and be bound by all satisfying the conditions of the terms of this Agreement; provided, however, that in connection with any assignment to an Assignee, Parent and Sub (or the other assignor) shall agree to remain liable for the performance by each Assignee(and such other assignor, if applicable) of all obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreementpreceding sentence. This Agreement will be binding upon, inure to the benefit of and be enforceable by Parent’s the parties and their respective successors and each Assigneepermitted assignees, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s ability to merge or consolidate. Each ; provided, that in the event of a Change of Control, Parent or Company, as applicable, shall cause the acquirer to assume Parent’s successors obligations, duties and assigns shall expressly assume by an instrument supplemental heretocovenants under this Agreement. Except as otherwise permitted herein, executed and delivered to Parent may not assign this Agreement without the Rights Agent, the due and punctual payment prior written consent of the CVRs and the due and punctual performance and observance Holders of all not less than a majority of the covenants and obligations then-outstanding CPRs. Any attempted assignment of this Agreement to or any of such rights in violation of this Section 6.3 shall be performed or observed by Parentvoid and of no effect.

Parent Successors and Assigns. Parent may assignassign any or all of its rights, interests and obligations hereunder to (a) in its sole discretion and without the consent of any other party, any Affiliate of Parent, but only for so long as it remains an Affiliate of Parent, or all (b) except for assignments complying with Section 4.2(c) (for which the foregoing consent shall not be required), with the prior written consent of its rightsthe Acting Holders, interests and obligations hereunder to one any other Person (any permitted assignee under clause (a) or more direct or indirect wholly-owned subsidiaries of Parent or to any purchaser or licensee of substantial rights to the Product (eachb), an “Assignee”) ), in each case, provided that the Assignee agrees in a writing reasonably acceptable to the Rights Agent that is delivered to the Rights Agent to assume and be bound by all of the terms of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, assign any or all of its rights, interests and obligations hereunder in the same manner as Parent pursuant to one or more additional Assignees who agree to assume and be bound by all of the terms of this Agreement; provided, however, that in prior sentence. In connection with any assignment to an AssigneeAssignee described in clause (a) above in this Section 6.3, Parent and Sub (or the other applicable assignor) shall agree to remain liable for the performance by each Assignee(and Assignee (and such other assignor, if applicable) of all obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement. This Agreement will shall be binding upon, and shall be enforceable by and inure solely to the benefit of and be enforceable by Parentof, Pxxxxx’s successors and each Assignee, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s ability to merge or consolidate. Each of Parent’s successors and assigns Assignees shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights Agent, the due and punctual payment of the CVRs all Milestone Payment Amounts and the due and punctual performance and observance of all of the covenants and obligations of this Agreement to be performed or observed by Parent. The Rights Agent may not assign this Agreement without Parent’s prior written consent. Any attempted assignment of this Agreement or any such rights in violation of this Section 6.3 shall be void and of no effect.

Parent Successors and Assigns. Parent may assign, in its sole discretion and without the consent of any other partyPerson, any or all of its rights, interests and obligations hereunder (i) to one or more direct or indirect wholly-owned subsidiaries of Parent or (ii) to any purchaser purchaser, licensee or licensee sublicensee of substantial rights to the Product that is a company in the pharmaceutical industry (each, an “Assignee”) ); provided that the Assignee agrees to assume and be bound by all of the terms and conditions of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees who which agree to assume and be bound by all of the terms and conditions of this Agreement; provided, however, that in connection with any assignment to an AssigneeAssignee pursuant to clause (i) of the first sentence of this Section 7.3 and, only if the Assignee does not have net assets of at least $500,000,000 as shown on its most recently prepared financial statements, clause (ii) of the first sentence of this Section 7.3, Parent and Sub (or the other assignor) shall agree to remain liable for the performance by each Assignee(and Assignee (and such other assignor, if applicable) of all covenants, agreements and obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement. This Agreement will be binding upon, inure to the benefit of and be enforceable by Parent’s successors and each Assignee. Subject to compliance with the requirements set forth in this Section 7.3 relating to assignments, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s successors’ ability to merge or consolidateconsolidate with, or sell, issue, license or dispose of its stock or other equity interests or assets to, any other Person, or spin-off or split-off. Each of Parent’s successors and assigns shall expressly assume each Assignee shall, by an instrument a supplemental hereto, contingent consideration payment agreement or other acknowledgement executed and delivered to the Rights Agent, the due and punctual expressly assume payment of amounts on all of the CVRs and the due performance of every obligation, agreement and punctual performance and observance of all of the covenants and obligations covenant of this Agreement on the part of Parent to be performed or observed by observed. The Rights Agent may not assign this Agreement without Parent’s written consent. Any attempted assignment of this Agreement or any such rights in violation of this Section 7.3 shall be void and of no effect.

Parent Successors and Assigns. Parent may assignassign any or all of its rights, interests and obligations hereunder to (a) in its sole discretion and without the consent of any other party, any Affiliate of Parent, but only for so long as it remains an Affiliate of Parent, or all (b) with the prior written consent of its rightsthe Acting Holders, interests and obligations hereunder to one any other Person (any permitted assignee under clause (a) or more direct or indirect wholly-owned subsidiaries of Parent or to any purchaser or licensee of substantial rights to the Product (eachb), an “Assignee”) ), in each case, provided that the Assignee agrees in a writing that is delivered to the Rights Agent to assume and be bound by all of the terms of this Agreement. Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, assign any or all of its rights, interests and obligations hereunder in the same manner as Parent pursuant to one or more additional Assignees who agree to assume and be bound by all of the terms of this Agreement; provided, however, that in prior sentence. In connection with any assignment to an AssigneeAssignee described in clause (a) above in this Section 6.3, Parent and Sub (or the other applicable assignor) shall agree to remain liable for the performance by each Assignee(and Assignee (and such other assignor, if applicable) of all obligations of Parent and Sub hereunder, with such Assignee substituted for Parent and Sub under this Agreement. This Agreement will shall be binding upon, and shall be enforceable by and inure solely to the benefit of and be enforceable by Parentof, Xxxxxx’s successors and each Assignee, and this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successor’s ability to merge or consolidate. Each of Parent’s successors and assigns Assignees shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights Agent, the due and punctual payment of the CVRs all Milestone Payment Amounts and the due and punctual performance and observance of all of the covenants and obligations of this Agreement to be performed or observed by Parent. The Rights Agent may not assign this Agreement without Parent’s prior written consent. Any attempted assignment of this Agreement or any such rights in violation of this Section 6.3 shall be void and of no effect.