Common use of Assignment; Change of Control Clause in Contracts

Assignment; Change of Control. Except as provided in this Section 10.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party. Notwithstanding the foregoing, Merck may, without Chimerix’s consent, assign this Agreement and its rights and obligations hereunder in whole or in part to (i) a Merck Affiliate (provided that Merck shall remain fully liable under this Agreement) or (ii) in connection with a Change of Control of Merck. Chimerix may, without Merck’s consent, assign this Agreement and its rights and obligations to (a) a Chimerix Affiliate (provided that Chimerix shall remain fully liable under this Agreement) or (b) in connection with a Change of Control of Chimerix; provided, however, that Chimerix must notify Merck upon completion of any such Change of Control, and Merck shall have the right (but not the obligation), at any time during the six (6) months after receipt of such notice, to elect any one or more of the following options: (X) require Chimerix, including its acquiring party, to adopt reasonable procedures to be agreed upon in writing with Merck to prevent the disclosure of all Confidential Information of Merck and its Affiliates and other information with respect to the development and commercialization of Compounds or Products (the “Sensitive Information”) beyond Chimerix personnel having access to and knowledge of Sensitive Information prior to the Chimerix Change of Control, and to control the dissemination of Sensitive Information disclosed after the Chimerix Change of Control, which procedures shall include reasonable restrictions on the scope of any Sensitive Information to be provided by Merck; (Y) terminate Chimerix’s involvement on the Committee; and/or (Z) limit Merck’s obligation to provide any reports hereunder to providing just royalty reports pursuant to Article 5 with respect to Merck’s total worldwide royalty obligations. Any permitted assignee shall assume all obligations of its assignor under this Agreement. Any attempted assignment not in accordance with this Section 10.2 shall be void.

Assignment; Change of Control. Except as provided in this Section 10.2Section, this Agreement may not be assigned or otherwise transferred, nor may any right rights or obligation obligations hereunder be assigned or transferred, by either Party Party, whether in a merger, sale of stock, sale of assets or other transaction, without the written consent of the other Party. Notwithstanding the foregoing, Merck (i) CytoDyn may, without ChimerixAmerican Regent’s consent, assign this Agreement and its rights and obligations hereunder in whole or in part to (ia) a Merck CytoDyn Affiliate (provided that Merck shall remain fully liable under this Agreement) or (iib) to a Third Party in connection with a Change of Control of Merck. Chimerix CytoDyn and (ii) subject to Section 9.2(e), American Regent may, without MerckCytoDyn’s consent, assign this Agreement and its rights and obligations hereunder to (a) a Chimerix Affiliate (provided that Chimerix shall remain fully liable under this Agreement) or (b) Third Party in connection with a Change of Control of Chimerix; provided, however, that Chimerix must notify Merck upon completion of any such Change of Control, and Merck shall have the right (but not the obligation), at any time during the six (6) months after receipt of such notice, to elect any one or more of the following options: (X) require Chimerix, including its acquiring party, to adopt reasonable procedures to be agreed upon in writing with Merck to prevent the disclosure of all Confidential Information of Merck and its Affiliates and other information with respect to the development and commercialization of Compounds or Products (the “Sensitive Information”) beyond Chimerix personnel having access to and knowledge of Sensitive Information prior to the Chimerix Change of Control, and to control the dissemination of Sensitive Information disclosed after the Chimerix Change of Control, which procedures shall include reasonable restrictions on the scope of any Sensitive Information to be provided by Merck; (Y) terminate Chimerix’s involvement on the Committee; and/or (Z) limit Merck’s obligation to provide any reports hereunder to providing just royalty reports pursuant to Article 5 with respect to Merck’s total worldwide royalty obligationsAmerican Regent. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. Any attempted assignment not in accordance with this Section 10.2 shall be void. Notwithstanding the foregoing, in the event of a Change of Control of American Regent, CytoDyn shall have the right to require American Regent (including the Person who acquired American Regent in the Change of Control, if any), to adopt procedures as reasonably requested by CytoDyn to prevent the disclosure of all CytoDyn Confidential Information beyond American Regent personnel having access to and knowledge of CytoDyn Confidential Information prior to the Change of Control and to control the dissemination of CytoDyn Confidential Information disclosed after the Change of Control. The purposes of such procedures shall be to strictly limit such disclosures to only those personnel having a need to know CytoDyn Confidential Information in order for American Regent to perform its obligations under this Agreement and to prohibit the use of CytoDyn Confidential Information for competitive reasons against CytoDyn (and its Affiliates) products, including the use of CytoDyn Confidential Information for the development or commercialization of competing products in the event of a Change of Control of American Regent. This Agreement shall be binding on, and inure to the benefit of, each Party, and its permitted successors and assigns.

Assignment; Change of Control. Except as provided in this Section 10.212.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party. Notwithstanding the foregoing, Merck MERCK may, without Chimerix’s DOV's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to (i) a Merck MERCK Affiliate (provided that Merck shall remain fully liable under this Agreement) or (ii) in connection with a Change of Control (as defined below). In the event of Mercksuch Change of Control, MERCK will promptly (but in no event later than five (5) days thereafter) notify DOV of such Change of Control. Chimerix DOV may, without Merck’s MERCK's consent, assign this Agreement and its rights and obligations to hereunder (a) a Chimerix Affiliate (provided that Chimerix shall remain fully liable under this Agreement) or (bexcept as specified below) in connection with a Change of Control Control. In the event of Chimerix; provided, however, that Chimerix must notify Merck upon completion of any such Change of Control, and Merck shall have the right DOV will promptly (but not the obligation), at any time during the six in no event later than five (65) months after receipt days thereafter) notify MERCK of such notice, to elect any one or more of the following options: (X) require Chimerix, including its acquiring party, to adopt reasonable procedures to be agreed upon in writing with Merck to prevent the disclosure of all Confidential Information of Merck and its Affiliates and other information with respect to the development and commercialization of Compounds or Products (the “Sensitive Information”) beyond Chimerix personnel having access to and knowledge of Sensitive Information prior to the Chimerix Change of Control, and to control the dissemination of Sensitive Information disclosed after the Chimerix Change of Control, which procedures shall include reasonable restrictions on the scope of any Sensitive Information to be provided by Merck; (Y) terminate Chimerix’s involvement on the Committee; and/or (Z) limit Merck’s obligation to provide any reports hereunder to providing just royalty reports pursuant to Article 5 with respect to Merck’s total worldwide royalty obligations. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. Any attempted assignment not in accordance with this Section 10.2 12.2 shall be void. In addition to MERCK's rights set forth above, in the event of a Change of Control in which a Major Pharma Entity obtains control of DOV by acquiring DOV's assets or voting equity securities (by asset purchase, merger, consolidation, reorganization or otherwise) (a) all provisions of this Agreement that require MERCK to provide information to DOV shall terminate, except (i) royalty reports pursuant to Section 5.7; (ii) notices of the attainment of any Development Milestone or Product Profile Milestone (as described in Section 5.3 or Section 5.4 hereunder); and (iii) disclosures to DOV required under Section 9.4.4 or Section 10; and (b) DOV's option to co-promote Product in the United States pursuant to Section 3.7 shall terminate immediately upon such Change of Control. A "Change of Control" of a Party shall be [LOGO] Restricted Confidential Limited Access *** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO THIS MATERIAL.

Assignment; Change of Control. Except as provided in this Section 10.211.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party. Notwithstanding the foregoing, Merck may, without ChimerixSutro’s consent, assign this Agreement and its rights and obligations hereunder in whole or in part to (ix) a Merck Affiliate (provided that Merck shall remain fully liable under this Agreement) or (iiy) in connection with a Change of Control Control; provided Merck shall inform Sutro of Merckthe same in writing after any such assignment to a Third Party pursuant to this clause (y). Chimerix Sutro may, without Merck’s consent, assign this Agreement and its rights and obligations to hereunder (a) a Chimerix Affiliate (provided that Chimerix shall remain fully liable under this Agreement) or (bexcept as specified below) in connection with a Change of Control of ChimerixSutro; provided, however, that Chimerix Sutro must notify Merck upon completion promptly of [*] any such Change of Control. In the case of any Change of Control involving Sutro (or any of its Affiliates), and Merck shall have the right (but not the obligation)right, at any time during the six after such Change of Control (6) months after or receipt of such noticenotice of Change of Control, if earlier), to elect any one or more of the following options: (Xi) [*] any or all then-ongoing Research Programs (and Sutro shall reimburse Merck for any uncredited fees paid by Merck including fees for services or materials not provided as of the date of expiration or termination for the terminated Research Program) whereupon the [*] Research Programs shall, for the further purposes of this Agreement, be deemed to have been [*]; (ii) to require ChimerixSutro, including its acquiring party, to adopt reasonable procedures to be agreed upon in writing with Merck to prevent the disclosure of all Confidential Information of Merck and its Affiliates and other information with respect to the development and commercialization of molecules that Bind the Target of the Research Program, including Compounds or Products (the “Sensitive Information”) beyond Chimerix Sutro personnel having access to and knowledge of Sensitive Information prior to the Chimerix Sutro Change of Control, and to control the dissemination of Sensitive Information disclosed after the Chimerix Sutro Change of Control, which procedures shall include reasonable restrictions on the scope of any Sensitive Information to be provided by Merck; (Yiii) terminate ChimerixSutro’s involvement on the Committeeany joint committees; and/or (Ziv) limit Merck’s obligation obligations to provide any reports hereunder to providing just those royalty reports pursuant to Article 5 Section 7.5 with respect to Merck’s total worldwide Territory-wide royalty obligations. Any permitted assignee obligations and/or (v) if the Change of Control involves a Person (or an Affiliate of such Person) that has [*] (a “Competitive Change of Control”), then Merck shall assume all also have the right to: (A) terminate this Agreement upon written notice to Sutro pursuant to Section 10.3.1 (provided that Sutro shall not have any right to cure) and the effects of termination of this Agreement pursuant to [*] shall apply (provided however, that: (1) the [*] reduction in milestones and royalties as set forth in [*] shall not apply; and (2) Merck’s obligations under [*] shall continue to apply); and (B) at any time after such Change of its assignor under this Agreement. Any attempted assignment not Control (or receipt of such notice of Change of Control, if earlier), to elect any one or more of options (ii), (iii) and (iv) as set forth above in accordance with this Section 10.2 11.2. For clarity, (x) other than as set forth in this Section 11.2, a Change of Control in Sutro [*]; and (y) neither this Section 11.2 or any Change of Control in Sutro shall be voidaffect or prejudice the right of Merck to terminate this Agreement under Section 10.2; provided, however, that 56 *Confidential Treatment Requested.

Assignment; Change of Control. Except as provided in this Section 10.29.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party. Notwithstanding the foregoing, Merck MERCK may, without Chimerix’s ALNYLAM's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to (i) a Merck MERCK Affiliate (provided that Merck shall remain fully liable under this Agreement) or (ii) in whole in connection with a Change of Control of Merck(as defined below) upon twenty (20) days prior written notification to ALNYLAM. Chimerix ALNYLAM may, without Merck’s MERCK's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to any wholly-owned subsidiary of ALNYLAM or RIBOPHARMA (a) a Chimerix Affiliate (except as provided that Chimerix shall remain fully liable under this Agreementbelow) or in whole (bexcept as provided below) in connection with a Change of Control of ChimerixControl; provided, however, that Chimerix that: (a) ALNYLAM must notify Merck upon MERCK at least twenty (20) days prior to completion of any such Change of Control, and Merck (b) MERCK shall have the right (but not the obligation)right, at any time during the six (6) months after receipt of such notice, to elect any one or more of the following options: (X) require Chimerix, including its acquiring party, to adopt reasonable procedures to be agreed upon in writing with Merck to prevent the disclosure of all Confidential Information of Merck and its Affiliates and other information with respect to the development and commercialization of Compounds or Products (the “Sensitive Information”) beyond Chimerix personnel having access to and knowledge of Sensitive Information notice but prior to the Chimerix end of the twenty (20) day period, to notify ALNYLAM of the termination of the Technology Collaboration, the Therapeutic Collaboration (including MERCK's obligation to deliver additional MERCK Non-Druggable Targets), or both, (c) all ALNYLAM Product Agreements and MERCK Product Agreements shall continue and each Therapeutic Collaboration Product Agreement shall remain in effect or terminate as provided therein, (d) ALNYLAM may continue to work on MERCK RNAi Novel Targets which it designated as such pursuant to Section 2.14.2(3) by notice to MERCK prior to the date on which ALNYLAM notified MERCK of the Change of Control, subject to MERCK's Opt-In Rights, and to control the dissemination of Sensitive Information disclosed after the Chimerix (e) all Opt-In Negotiation Periods shall continue. Upon such assignment or Change of Control, which procedures shall include reasonable restrictions on the scope of any Sensitive Information to be provided by Merck; (Y) terminate Chimerix’s involvement on the Committee; and/or (Z) limit Merck’s MERCK's obligation to provide any reports hereunder to providing just royalty reports pursuant to Article 5 with respect Section 5.2.6 shall be limited to Merck’s reporting Net Sales for each country and MERCK's total worldwide royalty obligations. Notwithstanding the foregoing, the rights of any permitted assignee of ALNYLAM's rights to practice any of MERCK's intellectual property, including but not limited to MERCK RNAi Patent Rights, MERCK RNAi Technology and MERCK RNAi Novel Target IP, shall remain subject to the limitations set forth in this Agreement. Any permitted assignee shall assume all obligations of its assignor under this Agreement. Any attempted assignment not in accordance with this Section 10.2 9.2 shall be void. For purposes of this Section 9.2, a "CHANGE OF CONTROL" of a Party shall be deemed to occur if such Party is involved in a merger, reorganization or consolidation in which its shareholders immediately prior to such transaction would hold less than fifty percent (50%) of the securities or other ownership or voting interests representing the equity of the surviving entity immediately after such merger, reorganization or consolidation, or if there is a sale of all or substantially all of such Party's assets or business relating to this Agreement, or if a "Health Company Acquirer" (as defined below) effectively acquires control of the management and policies of such Party. [**].

Assignment; Change of Control. Except as provided in this Section 10.29.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party. Notwithstanding the foregoing, Merck MERCK may, without Chimerix’s ALNYLAM's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to (i) a Merck MERCK Affiliate (provided that Merck shall remain fully liable under this Agreement) or (ii) in whole in connection with a Change of Control of Merck(as defined below) upon twenty (20) days prior written notification to ALNYLAM. Chimerix ALNYLAM may, without Merck’s MERCK's consent, assign this Agreement and its rights and obligations hereunder in whole or in part to any wholly-owned subsidiary of ALNYLAM or RIBOPHARMA (a) a Chimerix Affiliate (except as provided that Chimerix shall remain fully liable under this Agreementbelow) or in whole (bexcept as provided below) in connection with a Change of Control of ChimerixControl; provided, however, that Chimerix that: (a) ALNYLAM must notify Merck upon MERCK at least twenty (20) days prior to completion of any such Change of Control, and Merck (b) MERCK shall have the right (but not the obligation)right, at any time during the six (6) months after receipt of such notice, to elect any one or more of the following options: (X) require Chimerix, including its acquiring party, to adopt reasonable procedures to be agreed upon in writing with Merck to prevent the disclosure of all Confidential Information of Merck and its Affiliates and other information with respect to the development and commercialization of Compounds or Products (the “Sensitive Information”) beyond Chimerix personnel having access to and knowledge of Sensitive Information notice but prior to the Chimerix end of the twenty (20) day period, to notify ALNYLAM of the termination of the Technology Collaboration, the Therapeutic Collaboration (including MERCK's obligation to deliver additional MERCK Non-Druggable Targets), or both, (c) all ALNYLAM Product Agreements and MERCK Product Agreements shall continue and each Therapeutic Collaboration Product Agreement shall remain in effect or terminate as provided therein, (d) ALNYLAM may continue to work on MERCK RNAi Novel Targets which it designated as such pursuant to Section 2.14.2(3) by notice to MERCK prior to the date on which ALNYLAM notified MERCK of the Change of Control, subject to MERCK's Opt-In Rights, and to control the dissemination of Sensitive Information disclosed after the Chimerix (e) all Opt-In Negotiation Periods shall continue. Upon such assignment or Change of Control, which procedures shall include reasonable restrictions on the scope of any Sensitive Information to be provided by Merck; (Y) terminate Chimerix’s involvement on the Committee; and/or (Z) limit Merck’s MERCK's obligation to provide any reports hereunder to providing just royalty reports pursuant to Article 5 with respect Section 5.2.6 shall be limited to Merck’s reporting Net Sales for each country and MERCK's total worldwide royalty obligations. Any permitted assignee shall assume all obligations of its assignor under this Agreement. Any attempted assignment not in accordance with this Section 10.2 shall be void.

Assignment; Change of Control. Except as provided in this Section 10.29.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party. Notwithstanding the foregoing, Merck may, without ChimerixCocrystal’s consent, assign this Agreement and its rights and obligations hereunder in whole or in part to (i) a Merck Affiliate (provided that Merck shall remain fully liable under this Agreement) or (ii) in connection with a Change of Control of Merck(as defined below). Chimerix Cocrystal may, without Merck’s consent, assign this Agreement and its rights and obligations to (a) a Chimerix Affiliate (provided that Chimerix shall remain fully liable under this Agreement) or (b) hereunder in connection with a Change of Control of ChimerixControl; provided, however, that Chimerix Cocrystal must notify Merck upon at least [*] prior to completion of any such Change of Control. Without limiting the foregoing, and Merck shall have in the right (but not the obligation), at any time during the six (6) months after receipt event that there is a Company Change of such notice, to elect any one or more of the following options: (X) require Chimerix, including its acquiring party, to adopt reasonable procedures to be agreed upon in writing with Merck to prevent the disclosure of all Confidential Information of Merck and its Affiliates and other information with respect to the development and commercialization of Compounds or Products (the “Sensitive Information”) beyond Chimerix personnel having access to and knowledge of Sensitive Information prior to the Chimerix Control that is a Competing Pharma Change of Control, and then Cocrystal shall provide written notice to control Merck at least [*] prior to the dissemination completion of Sensitive Information disclosed after the Chimerix such Change of Control, which procedures shall include reasonable restrictions on the scope of any Sensitive Information to be provided by Merck; (Y) terminate Chimerix’s involvement on the Committee; and/or (Z) limit Merck’s obligation to provide any reports hereunder to providing just royalty reports pursuant to Article 5 with respect to Merck’s total worldwide royalty obligationsControl and [*]. Any permitted assignee shall assume all obligations of its assignor under this Agreement. All Patent Rights, know-how or other intellectual property rights licensed to Merck hereunder prior to any Change of Control (or otherwise coming under the Control of Cocrystal (or any of its Affiliates that were Affiliates prior to such Change of Control) following such Change of Control) shall, in all cases, continue to be licensed to Merck hereunder in accordance with this Agreement. Any attempted assignment not in accordance with this Section 10.2 9.2 shall be void. If a proposed assignment would have an adverse impact upon the tax treatment of payments due under this Agreement to the other Party, the assigning Party shall undertake such steps as are necessary to remedy such adverse impact. Notwithstanding anything in this Agreement to the contrary, the Patent Rights, know-how or other intellectual property owned or otherwise Controlled, as of the effective date of the Change of Control of Cocrystal or its Affiliates and thereafter, by (i) any counterparty (a Third Party) to a Change of Control (the “Acquirer”) of Cocrystal or its Affiliates (the “Acquired Party”) or (ii) any of Acquirer’s Affiliates that are not Affiliates of the Acquired Party, in each case immediately prior to the closing of such Change of Control, shall not become subject to the license grants and other requirements of this Agreement. For purposes of this Section 9.2, a “Change of Control” of a Party shall be deemed to occur if such Party is involved in a merger, reorganization or consolidation, or if there is a sale of all or substantially all of such Party’s assets or business relating to this Agreement or if a person or group other than the current controlling person or group shall effectively acquire control of the management and policies of such Party. For purposes of this Section 9.2, a “Competing Pharma Change of Control” shall mean [*].