Common use of Parent Successors and Assigns Clause in Contracts

Parent Successors and Assigns. Parent shall not consolidate with or merge into any other Person, or convey, transfer or lease substantially all of its assets to any Person, or sell convey, transfer or lease its rights and business in the Product separately from the rest of Parent’s business to any Person, unless the Person formed by such consolidation or into which Parent is merged, or the Person that acquires by conveyance or transfer, or that leases, substantially all of the assets of Parent or that acquires by conveyance or transfer substantially all of the rights and business in the Product separately from the rest of Parent’s business (the “Assignee”) shall have entered into an agreement, which to the reasonable satisfaction of the Stockholder Representative, obligates the Assignee to expressly assume the payment and other duties, obligations and covenants of Parent hereunder (including, without limitation, the obligations pursuant to Section 4.4); provided that, without limiting the foregoing, such reasonable satisfaction shall not be withheld or delayed in the event that Assignee has financial, operational and technical capability substantially comparable to, or better than, Parent. In the event Parent conveys, transfers or leases substantially all of its assets or conveys, transfers or leases substantially all of its rights and business in the Product separately from the rest of Parent’s business in accordance with the terms and conditions of this Section 6.2, Parent and the Assignee shall be jointly and severally liable for the performance of every duty and covenant of this Agreement on the part of Parent to be performed or observed. Notwithstanding the forgoing, Parent shall not consolidate with or merge into any other Person, or convey, transfer or lease substantially all of its assets to any Person, or sell convey, transfer or lease its rights and business in the Product separately from the rest of Parent’s business to any Person if any such consolidation, merger, conveyance, transfer or lease shall (a) cause the transactions contemplated by the Merger Agreement to fail to qualify as a reorganization under Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code, or (b) if the Parent Common Stock immediately prior to the consummation of such transaction is Publicly Traded, result in the Parent Common Stock being converted into or exchanged for capital stock in another Person and such capital stock received in conversion or exchange shall not be of a class that is then Publicly Traded. As used herein, capital stock that is “Publicly Traded” means that shares of such class of capital stock are then traded on the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or their respective successor exchanges). This Agreement will be binding upon, inure to the benefit of and be enforceable by Parent’s successors and each Assignee. Each of Parent’s successors and Assignees shall expressly assume by an instrument supplemental hereto, executed and delivered to the Stockholder Representative, the due and punctual payment of the FDA 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. Upon any consolidation of or merger by Parent with or into any other Person, or any conveyance, transfer or lease of substantially all of its assets to any Person, or any conveyance, transfer or lease of any rights and business in the Product separately from the rest of Parent’s business to any Person in accordance with this Section 6.2, the Assignee shall succeed to, and be substituted for, and may exercise every right and power of, Parent under this Agreement with the same effect as if the Assignee had been named as Parent herein.

Parent Successors and Assigns. (a) Parent shall may not consolidate with or merge into 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 Personparty, any or convey, transfer or lease substantially all of its assets rights, interests and obligations hereunder to any Person, one or sell convey, transfer more direct or lease its rights and business in the Product separately from the rest of Parent’s business to any Person, unless the Person formed by such consolidation or into which Parent is merged, or the Person that acquires by conveyance or transfer, or that leases, substantially all of the assets indirect wholly-owned subsidiaries of Parent or that acquires by conveyance or transfer substantially all for so long as they remain wholly-owned subsidiaries of the rights and business in the Product separately from the rest of Parent’s business Parent (the each, an “Assignee”) shall have entered into an agreement, which and the Assignee agrees to the reasonable satisfaction assume and be bound by all of the Stockholder Representativeterms of this Agreement; provided, obligates however, that in connection with any assignment to an Assignee, Parent shall, and shall agree to, remain liable for the performance by such Assignee to expressly assume the payment and other duties, of all obligations and covenants of Parent hereunder hereunder, with such Assignee substituted for Parent under this Agreement, and (including, ii) Parent may assign this Agreement in its entirety without limitation, the obligations pursuant consent of any other party to Section 4.4); provided that, without limiting its successor in interest in connection with the foregoing, such reasonable satisfaction shall not be withheld sale of all or delayed in the event that Assignee has financial, operational and technical capability substantially comparable to, or better than, Parent. In the event Parent conveys, transfers or leases substantially all of its assets or conveys, transfers or leases substantially all of its rights and business in the Product separately from the rest of Parent’s business in accordance with the terms and conditions of this Section 6.2, Parent and the Assignee shall be jointly and severally liable for the performance of every duty and covenant of this Agreement on the part of Parent to be performed or observed. Notwithstanding the forgoing, Parent shall not consolidate with or merge into any other Personstock, or convey, transfer or lease substantially all of its assets to any Person, or sell convey, transfer or lease its rights and business in the Product separately from the rest of Parent’s business to any Person if any such consolidation, connection with a merger, conveyanceacquisition or similar transaction (such successor in interest, transfer or lease shall (a) cause the transactions contemplated by the Merger Agreement to fail to qualify as a reorganization under Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code“Acquiror”, or (b) if the Parent Common Stock immediately prior to the consummation of such transaction is Publicly Traded, result in the Parent Common Stock being converted into or exchanged for capital stock in another Person and such capital stock received in conversion or exchange shall not be of a class that is then Publicly Traded. As used herein, capital stock that is “Publicly Traded” means that shares of such class of capital stock are then traded on the New York Stock Exchangetransaction, the Nasdaq Global Select Market or the Nasdaq Global Market (or their respective successor exchanges“Acquisition”). This Agreement will be binding upon, inure to the benefit of and be enforceable by ParentXxxxxx’s successors successors, acquirers and each Assignee. Each reference to “Parent” in this Agreement shall be deemed to include Parent’s successors, acquirers and all Assignees. Each of Parent’s successors successors, acquirers and Assignees assigns shall expressly assume by an instrument supplemental hereto, executed and delivered to the Stockholder RepresentativeRights Agent, the due and punctual payment of the FDA 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. Upon 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. (b) Any Person into which the Rights Agent or any consolidation of successor Rights Agent may be merged or merger by Parent with or into any other Personwhich it may be consolidated, or any conveyancePerson resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding to the stock transfer or lease other shareholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, that such Person would be eligible for appointment as a successor Rights Agent under the provisions of this Agreement. The purchase of all or substantially all of its the Rights Agent’s assets to any Person, or any conveyance, transfer or lease of any rights and business employed in the Product separately from the rest performance of Parent’s business to any Person in accordance with transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 6.2, the Assignee shall succeed to, and be substituted for, and may exercise every right and power of, Parent under this Agreement with the same effect as if the Assignee had been named as Parent herein.7.3(b). 7.4

Parent Successors and Assigns. Parent shall not consolidate with or merge into may assign, in its sole discretion and without the consent of any other Personparty, any or convey, transfer or lease substantially all of its assets rights, interests and obligations hereunder to an Affiliate or to any Person, or sell convey, transfer or lease its rights and business in the Product separately from the rest purchaser of Parent’s business to any Person, unless the Person formed by such consolidation or into which Parent is merged, or the Person that acquires by conveyance or transfer, or that leases, substantially all of the assets of Parent or that acquires by conveyance or transfer substantially all of the United States rights and business in assets related to the Product separately from the rest of Parent’s business (the each, an “Assignee”) shall have entered into an agreement, which provided that the Assignee agrees to the reasonable satisfaction assume and be bound by all of the Stockholder Representativeterms of this Agreement (and to be deemed to be “Parent” and the “Company” hereunder). Any such Assignee may thereafter assign, obligates in its sole discretion and without the Assignee to expressly assume the payment and consent of any other dutiesparty, obligations and covenants of Parent hereunder (including, without limitation, the obligations pursuant to Section 4.4); provided that, without limiting the foregoing, such reasonable satisfaction shall not be withheld any or delayed in the event that Assignee has financial, operational and technical capability substantially comparable to, or better than, Parent. In the event Parent conveys, transfers or leases substantially all of its assets rights, interests and obligations hereunder to one or conveys, transfers or leases substantially more additional Assignees who agree to assume and be bound by all of its rights and business in the Product separately from the rest of Parent’s business in accordance with the terms and conditions of this Section 6.2Agreement; provided, however, that in connection with any assignment to an Assignee, Parent and (or the Assignee other assignor) shall be jointly and severally agree to remain liable for the performance by each Assignee (and such other assignor, if applicable) of every duty and covenant of this Agreement on the part all obligations of Parent to be performed or observed. Notwithstanding the forgoinghereunder, with such Assignee substituted for Parent shall not consolidate with or merge into any other Person, or convey, transfer or lease substantially all of its assets to any Person, or sell convey, transfer or lease its rights and business in the Product separately from the rest of Parent’s business to any Person if any such consolidation, merger, conveyance, transfer or lease shall (a) cause the transactions contemplated by the Merger Agreement to fail to qualify as a reorganization under Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code, or (b) if the Parent Common Stock immediately prior to the consummation of such transaction is Publicly Traded, result in the Parent Common Stock being converted into or exchanged for capital stock in another Person and such capital stock received in conversion or exchange shall not be of a class that is then Publicly Traded. As used herein, capital stock that is “Publicly Traded” means that shares of such class of capital stock are then traded on the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or their respective successor exchanges)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 successors’ ability to merge, consolidate or sell substantially all of its assets; provided, that (a) in any such transaction, the transferee (or successor by merger or consolidation) acquires all of the United States rights and assets related to the Product and (b) in connection with such merger, consolidation or sale, the surviving entity or purchaser in such transaction (each a “Successor Person”) agrees to assume and be bound by all of the terms of this Agreement. Each of Parent’s successors and Assignees assigns or each Successor Person shall expressly assume by an instrument supplemental hereto, executed and delivered to the Stockholder RepresentativeRights Agent, the due and punctual payment of the FDA 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. Upon any consolidation The Rights Agent may not assign this Agreement without Parent’s written consent. Any attempted assignment of or merger by Parent with or into any other Person, this Agreement or any conveyance, transfer or lease such rights in violation of substantially all of its assets to any Person, or any conveyance, transfer or lease of any rights and business in the Product separately from the rest of Parent’s business to any Person in accordance with this Section 6.2, the Assignee 7.3 shall succeed to, be void and be substituted for, and may exercise every right and power of, Parent under this Agreement with the same effect as if the Assignee had been named as Parent hereinof no effect.

Parent Successors and Assigns. Parent shall not consolidate with or merge into may assign, in its sole discretion and without the consent of any other Person, any or convey, transfer or lease substantially all of its assets rights, interests and obligations hereunder (a) to any Person, one or sell convey, transfer more direct or lease its rights and business in the Product separately from the rest of Parent’s business to any Person, unless the Person formed by such consolidation or into which Parent is merged, or the Person that acquires by conveyance or transfer, or that leases, substantially all of the assets indirect wholly-owned Subsidiaries of Parent or that acquires by conveyance or transfer substantially all (b) otherwise with the prior written consent of the rights and business in the Product separately from the rest of Parent’s business Acting Holders, to any other person (the each, an “Assignee”) shall have entered into an agreement, which to the reasonable satisfaction of the Stockholder Representative, obligates the Assignee to expressly assume the payment and other duties, obligations and covenants of Parent hereunder (including, without limitation, the obligations pursuant to Section 4.4); provided that, without limiting that the foregoing, such reasonable satisfaction shall not Assignee agrees to assume and be withheld or delayed in the event that Assignee has financial, operational and technical capability substantially comparable to, or better than, Parent. In the event Parent conveys, transfers or leases substantially bound by all of its assets or conveys, transfers or leases substantially all of its rights and business in the Product separately from the rest of Parent’s business in accordance with 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 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 pursuant to clause (a) of the first sentence of this Section 6.2, Parent and 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, the assignor shall be jointly and severally agree to remain liable for the performance by the Assignee of every duty all duties, covenants, agreements and covenant of this Agreement on the part obligations of Parent to be performed or observed. Notwithstanding the forgoinghereunder, with such Assignee substituted for Parent shall not consolidate with or merge into any other Person, or convey, transfer or lease substantially all of its assets to any Person, or sell convey, transfer or lease its rights and business in the Product separately from the rest of Parent’s business to any Person if any such consolidation, merger, conveyance, transfer or lease shall (a) cause the transactions contemplated by the Merger Agreement to fail to qualify as a reorganization under Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code, or (b) if the Parent Common Stock immediately prior to the consummation of such transaction is Publicly Traded, result in the Parent Common Stock being converted into or exchanged for capital stock in another Person and such capital stock received in conversion or exchange shall not be of a class that is then Publicly Traded. As used herein, capital stock that is “Publicly Traded” means that shares of such class of capital stock are then traded on the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or their respective successor exchanges)this Agreement. This Agreement will be binding upon, inure to the benefit of and be enforceable by ParentPxxxxx’s successors and each Assignee. Subject to compliance with the requirements set forth in this Section 7.3 relating to assignments, this Agreement shall not restrict Parent’s, any Assignee’s or any of their respective successors’ ability to merge or consolidate 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 Assignees shall expressly assume each Assignee shall, by an instrument a supplemental hereto, contingent consideration payment agreement or other acknowledgement executed and delivered to the Stockholder RepresentativeRights Agent, expressly assume the due and punctual payment of the FDA 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. Upon any consolidation The Rights Agent may not assign this Agreement without Parent’s written consent. Any attempted assignment of or merger by Parent with or into any other Person, this Agreement or any conveyance, transfer or lease such rights in violation of substantially all of its assets to any Person, or any conveyance, transfer or lease of any rights and business in the Product separately from the rest of Parent’s business to any Person in accordance with this Section 6.2, the Assignee 7.3 shall succeed to, be void and be substituted for, and may exercise every right and power of, Parent under this Agreement with the same effect as if the Assignee had been named as Parent hereinof no effect.

Parent Successors and Assigns. Parent shall not consolidate with or merge into any other Person, or convey, transfer or lease substantially all of its assets to any Person, or sell convey, transfer or lease its rights and business in the Product separately from the rest of Parent’s business to any Person, unless the Person formed by such consolidation or into which Parent is merged, or the Person that acquires by conveyance or transfer, or that leases, substantially all of the assets of Parent or that acquires by conveyance or transfer substantially all of the rights and business in the Product separately from the rest of Parent’s business (the “Assignee”) shall have entered into an agreement, which to the reasonable satisfaction of the Stockholder Representative, obligates the Assignee to expressly assume the payment and other duties, obligations and covenants of Parent hereunder (including, without limitation, the obligations pursuant to Section 4.44.5); provided that, without limiting the foregoing, such reasonable satisfaction shall not be withheld or delayed in the event that Assignee has financial, operational and technical capability substantially comparable to, or better than, Parent. In the event Parent conveys, transfers or leases substantially all of its assets or conveys, transfers or leases substantially all of its rights and business in the Product separately from the rest of Parent’s business in accordance with the terms and conditions of this Section 6.2, Parent and the Assignee shall be jointly and severally liable for the performance of every duty and covenant of this Agreement on the part of Parent to be performed or observed. Notwithstanding the forgoing, Parent shall not consolidate with or merge into any other Person, or convey, transfer or lease substantially all of its assets to any Person, or sell convey, transfer or lease its rights and business in the Product separately from the rest of Parent’s business to any Person if any such consolidation, merger, conveyance, transfer or lease shall (a) cause the transactions contemplated by the Merger Agreement to fail to qualify as a reorganization under Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code, or (b) if the Parent Common Stock immediately prior to the consummation of such transaction is Publicly Traded, result in the Parent Common Stock being converted into or exchanged for capital stock in another Person and such capital stock received in conversion or exchange shall not be of a class that is then Publicly Traded. As used herein, capital stock that is “Publicly Traded” means that shares of such class of capital stock are then traded on the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or their respective successor exchanges). This Agreement will be binding upon, inure to the benefit of and be enforceable by Parent’s successors and each Assignee. Each of Parent’s successors and Assignees shall expressly assume by an instrument supplemental hereto, executed and delivered to the Stockholder Representative, the due and punctual payment of the FDA Sales 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. Upon any consolidation of or merger by Parent with or into any other Person, or any conveyance, transfer or lease of substantially all of its assets to any Person, or any conveyance, transfer or lease of any rights and business in the Product separately from the rest of Parent’s business to any Person in accordance with this Section 6.2, the Assignee shall succeed to, and be substituted for, and may exercise every right and power of, Parent under this Agreement with the same effect as if the Assignee had been named as Parent herein.