Common use of Assignment; Change of Control Clause in Contracts

Assignment; Change of Control. Except as provided in this Section 20.4 (Assignment; Change of Control), this Agreement may not be assigned or transferred, whether by operation of law or otherwise, nor may any right or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other Party; provided, however, that (and notwithstanding anything in this Agreement to the contrary) either Party may, without such consent, assign or transfer this Agreement and its rights and obligations hereunder in whole or in part: (a) to its successor in interest in the transfer or sale of (i) all or substantially all of its assets or business or (ii) all or substantially all of its assets or business related to the subject matter of this Agreement; or (b) to its successor in interest in a merger or consolidation (or similar transaction) of the assigning or transferring Party, including any Change of Control transaction; provided, that in each case, such Party will provide written notice to the other Party within thirty (30) days after the closing of any such transaction(s). Any (A) successor of either Party or (B) assignee of all of either Party’s rights under this Agreement that has also assumed all of such Party’s obligations hereunder in writing and notified the other Party of such assumption will, in each case (A) and (B), upon any such succession or assignment and assumption, as applicable, be deemed to be a “Party” to this Agreement as though named herein in substitution for such Party, whereupon such Party will cease to be a “Party” to this Agreement and will cease to have any rights or obligations hereunder. In addition, each Party will have the right, without the consent of the other Party, to assign any or all of its rights and delegate any or all of its obligations hereunder to any of its Affiliates; provided, that notwithstanding anything herein to the contrary, such Party will be jointly and severally liable with any such Affiliate assignee under this Agreement. Any attempted assignment not in accordance with this Section 20.4 (Assignment; Change of Control) will be void.

Assignment; Change of Control. Except as provided in this Section 20.4 (Assignment; Change of Control)13.3, this Agreement may not be assigned or otherwise transferred, whether by operation of law or otherwise, nor may any right rights or obligation obligations hereunder be assigned or transferred, by either Party Party, whether by contract or operation of law, whether in a merger, sale of stock, sale of assets or other transaction, without the prior written consent of the other Party; provided, however, that Party (and notwithstanding anything in such consent not to be unreasonably withheld). In the event either Party desires to make such an assignment or other transfer of this Agreement or any rights or obligations hereunder, such Party shall deliver a written notice to the contraryother Party requesting the other Party’s written consent in accordance with this Section 13.3, and the other Party shall provide such Party written notice of its determination whether to provide such written consent within thirty (30) either Party days following its receipt of such written notice from such Party. Notwithstanding the foregoing, Sandoz may, without such RareGen’s consent, assign or transfer this Agreement and its rights and obligations hereunder in whole or in part: part to (a) to its successor in interest in the transfer or sale of (i) all or substantially all of its assets or business or (ii) all or substantially all of its assets or business related to the subject matter of this Agreement; a Sandoz Affiliate or (b) to its successor a Third Party in interest in connection with a merger or consolidation (or similar transaction) of the assigning or transferring Party, including any Change of Control transactionof Sandoz; providedprovided that such assignee shall remain subject to all of the terms and conditions hereof in all respects and shall assume, that in each caseall respects, all obligations of Sandoz hereunder whether accruing before or after such Party will provide written notice to the other Party within thirty (30) days after the closing of any such transaction(s)assignment. Any (A) successor of either Party or (B) permitted assignee of shall assume all of either Party’s rights under this Agreement that has also assumed all of such Party’s assigned obligations hereunder in writing and notified the other Party of such assumption will, in each case (A) and (B), upon any such succession or assignment and assumption, as applicable, be deemed to be a “Party” to this Agreement as though named herein in substitution for such Party, whereupon such Party will cease to be a “Party” to this Agreement and will cease to have any rights or obligations hereunder. In addition, each Party will have the right, without the consent of the other Party, to assign any or all of its rights and delegate any or all of its obligations hereunder to any of its Affiliates; provided, that notwithstanding anything herein to the contrary, such Party will be jointly and severally liable with any such Affiliate assignee assignor under this Agreement. Any attempted assignment not in accordance with this Section 20.4 (Assignment; Change of Control) will 13.3 shall be void. 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 13.4.1. Without the prior written consent of the Licensors, in this Section 20.4 (Assignment; Change the case of Control)Merck, this Agreement may not be assigned or transferredMerck, in the case of Licensors, no Party shall sell, transfer, assign, delegate, pledge or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, nor may this Agreement or any right of its rights or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other Partyduties hereunder; provided, however, that (and notwithstanding anything in this Agreement to the contrary) either any Party may, without such consent, hereto may assign or transfer this Agreement and or any of its rights and or obligations hereunder in whole or in part: without the consent of the other Party(ies) (a) to its successor in interest in the any Affiliate of such Party; or (b) to any Third Party with which it may merge or consolidate, or to which it may transfer or sale of (i) all or substantially all of its assets to which this Agreement relates if in any such event (i) the assigning Party (provided that it is not the surviving entity) remains jointly and severally liable with the relevant Licensor Affiliate or business or Third Party assignee under this Agreement, (ii) if Merck assigns the Agreement to a Merck Affiliate, that Merck guarantees the payment obligations of the Merck Affiliate, and (ii) the relevant Licensor Affiliate assignee, Merck Affiliate assignee, Third Party assignee or surviving entity assumes in writing all of the assigning Party’s obligations under this Agreement. In the event that [ * ] such Licensor shall [ * ]. In the event that [ * ], Licensor shall [ * ]; provided, however that Licensor shall [ * ]. For purposes of clarification with respect to subsection (b) herein, a Third Party that merges or consolidates with a Party, or to which a Party transfers all or substantially all of its assets or business related to the subject matter of which this Agreement; or (b) Agreement relates, shall not be deemed to its successor in interest in a merger or consolidation (or similar transaction) of the assigning or transferring Party, including any Change of Control transaction; provided, that in each case, such Party will provide written notice to grant the other Party within thirty (30) days after the closing of any such transaction(s). Any (A) successor of either Party or (B) assignee of all of either Party’s rights under this Agreement that has also assumed all of such Party’s obligations hereunder in writing and notified the other Party of such assumption will, in each case (A) and (B), upon any such succession or assignment and assumption, as applicable, be deemed to be a “Party” to this Agreement any license or rights (including pursuant to Section 2.1.5) to such Third Party’s technology in existence as though named herein in substitution for of the effective date of such Partymerger, whereupon consolidation or transfer, unless such grant is made pursuant to a separate agreement, provided such Third Party will cease shall maintain all licenses granted hereunder by such first Party with respect to be a “Party” to this Agreement and will cease to have any rights or obligations its Patents, Information and/or Inventions licensed hereunder. In addition, each Party will have the right, without the consent Any purported assignment or transfer in violation of the other Party, to assign any or all of its rights and delegate any or all of its obligations hereunder to any of its Affiliates; provided, that notwithstanding anything herein to the contrary, such Party will be jointly and severally liable with any such Affiliate assignee under this Agreement. Any attempted assignment not in accordance with this Section 20.4 (Assignment; Change shall be void ab initio and of Control) will be voidno force or effect.

Assignment; Change of Control. Except as provided in this Section 20.4 (Assignment; Change of Control), Neither this Agreement may not be assigned or transferred, whether by operation of law or otherwise, nor may any right or obligation hereunder may be assigned or transferred, otherwise transferred by either any Party without the prior written consent of the other Party, which shall not be unreasonably withheld; provided, however, that (and notwithstanding anything in this Agreement to the contrary) either any Party may, without such consent, assign or transfer this Agreement and its rights and obligations hereunder Agreement: (a) in whole or in part: part to any of its respective Affiliates; provided that such Party shall remain primarily liable in respect of all obligations so assigned and such Affiliate has acknowledged and confirmed in writing that effective as of such assignment or other transfer, such Affiliate shall be bound by this Agreement as if it were a party to it as and to the identical extent applicable to the transferor; or (ab) to its any successor in interest in the transfer by way of a Change of Control, acquisition or sale of (i) all or substantially all of its assets or business or (ii) all or substantially all of its assets or business related relating to the subject matter of this Agreement (where any such transaction shall constitute an attempted assignment of this Agreement) provided that (1) such Party shall remain primarily liable in respect of all obligations so assigned and such successor has acknowledged and confirmed in writing that effective as of such assignment or other transfer, such successor shall be bound by this Agreement as if it were a party to it as and to the identical extent applicable to the transferor; (2) such successor agrees in writing to be bound by the terms of this Agreement as if it were the assigning party and (3) such successor agrees in writing to be bound by the terms of Section 15.8(b). Upon a Change of Control of either Party and upon an assignment of this Agreement in its entirety by either Party, the Party or the assignee, as the case may be, agrees to: (a) use Commercially Reasonable efforts to satisfy the Development or Commercialization timeline (e.g., XXXX chart) then approved by the JSC and in effect; and (b) to its successor use no less effort in interest in a merger or consolidation (or similar transaction) the performance of the Party’s or the assigning Party’s, as applicable, obligations hereunder than the Party or transferring the assigning Party, including as applicable, was itself using prior to such transaction. In addition, any Change purported assignment in violation of Control transaction; providedthis Section 15.8 shall be void. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. Notwithstanding anything to the contrary in this Agreement, if a Party to this Agreement is acquired or otherwise becomes directly or indirectly “controlled” (as such term is defined for purposes of Section 1.1) by one or more entities that in each case, were not Affiliates of such Party will provide written notice as of the Effective Date, the Know-How and Patent Rights of such acquiring or otherwise controlling entity(-ies) shall not be subject to the rights and licenses granted to the other Party within thirty (30) days after the closing of any such transaction(s). Any (A) successor of either Party or (B) assignee of all of either Party’s rights under this Agreement Agreement, except to the extent such acquiring or otherwise controlling entity(-ies) participate in activities pursuant to this Agreement, in which case the Know-How and Patent Rights that has also assumed all such entity(-ies) generate in the conduct of such Party’s obligations hereunder in writing activities shall be subject to the rights and notified licenses granted to the other Party of such assumption will, in each case (A) and (B), upon any such succession or assignment and assumption, as applicable, be deemed to be a “Party” to this Agreement as though named herein in substitution for such Party, whereupon such Party will cease to be a “Party” to this Agreement and will cease to have any rights or obligations hereunder. In addition, each Party will have the right, without the consent of the other Party, to assign any or all of its rights and delegate any or all of its obligations hereunder to any of its Affiliates; provided, that notwithstanding anything herein to the contrary, such Party will be jointly and severally liable with any such Affiliate assignee under this Agreement. Any attempted assignment not in accordance with this Section 20.4 (Assignment; Change of Control) will be void.

Assignment; Change of Control. Except as provided in this Section 20.4 (Assignment; Change of Control), Neither this Agreement nor any rights or obligations hereunder may not be assigned or transferred, otherwise transferred (whether by operation of law Applicable Law, general succession or otherwise, nor may any right or obligation hereunder be assigned or transferred, ) by either Party without the prior written consent of the other Party; provided, however, provided that (and notwithstanding anything in this Agreement to the contraryi) either Party maymay assign this Agreement, without such consentand its rights and obligations hereunder, to an Affiliate only with the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed), (ii) Amgen may (subject to Section 3.4 (Right of First Negotiation))) assign or transfer this Agreement and its rights and obligations hereunder in whole or its entirety in part: (a) to its successor in interest in connection with the transfer or sale of (i) all or substantially all of its assets or business or (ii) all or substantially all of its assets or business related the rights to the subject matter of Product to which this Agreement relates, and (iii) either Party may assign this Agreement; or (b) to , and its successor in interest in a merger or consolidation (or similar transaction) of the assigning or transferring Party, including any Change of Control transaction; provided, that in each case, such Party will provide written notice to the other Party within thirty (30) days after the closing of any such transaction(s). Any (A) successor of either Party or (B) assignee of all of either Party’s rights under this Agreement that has also assumed all of such Party’s and obligations hereunder in writing and notified connection with a Change of Control. Notwithstanding anything to the other Party contrary in this Agreement, KKC shall not be entitled to assign or otherwise transfer (whether by operation of such assumption willApplicable Law, in each case (A) and (B), upon any such general succession or assignment and assumption, as applicable, be deemed to be a “Party” to this Agreement as though named herein in substitution for such Party, whereupon such Party will cease to be a “Party” to this Agreement and will cease to have any otherwise) its rights or obligations hereunder. In addition, each Party will have the right, under Section 6.4 (Co-Promotion Activities) without the consent of the other Party, to assign any or all Amgen and a Change of its rights and delegate any or all Control of its obligations hereunder to any of its Affiliates; provided, that notwithstanding anything herein to the contrary, such Party will KKC shall be jointly and severally liable with any such Affiliate assignee deemed an assignment under this Agreementsentence. Any attempted assignment not in accordance with this Section 20.4 (Assignment; Change of Control) Agreement will be voidnull and void ab initio. Subject to the foregoing, the rights and obligations of the Parties under this Agreement will be binding upon and inure to the benefit of the successors and permitted assigns of the Parties. Additionally, if this Agreement is assigned, in whole or in part, in accordance with its terms, then: (1) any Pharmacovigilance Agreement or Quality Agreement may be assigned, in whole or in part, by the assignor to the permitted assignee of this Agreement, and (2) the assignor’s ongoing and future obligations to the other Party under the Pharmacovigilance Agreement or Quality Agreement will be deemed terminated to the extent commensurate with the assignment of the corresponding obligations under this Agreement.

Assignment; Change of Control. Except as provided (a) Neither party may assign its rights or delegate its obligations under this Agreement, in this Section 20.4 (Assignment; Change of Control)whole or in part, this Agreement may not be assigned or transferred, whether by operation of law or otherwise, nor may any right or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other Party; providedparty, however, except that (and notwithstanding anything in this Agreement to the contrary) either Party may, without such consent, assign or transfer this Agreement and its rights and obligations hereunder in whole or in part: (a) to its successor in interest in the transfer or sale of (i) all or substantially all of its assets or business or (ii) all or substantially all of its assets or business related to the subject matter of this Agreement; or (b) to its successor in interest in a merger or consolidation (or similar transaction) of the assigning or transferring Party, including any Change of Control transaction; provided, that in each case, such Party will provide written notice to the other Party within thirty (30) days after the closing of any such transaction(s). Any (A) successor of either Party or (B) assignee of all of either Party’s rights under this Agreement that has also assumed all of such Party’s obligations hereunder in writing and notified the other Party of such assumption will, in each case (A) and (B), upon any such succession or assignment and assumption, as applicable, be deemed to be a “Party” to this Agreement as though named herein in substitution for such Party, whereupon such Party will cease to be a “Party” to this Agreement and will cease to have any rights or obligations hereunder. In addition, each Party will Novartis shall have the right, without the consent of the other Partysuch consent, to assign any or all of its rights and delegate any or all of its obligations hereunder to any of its Affiliates; providedAffiliates or to any successor in interest (whether by merger, acquisition, asset purchase, or otherwise) to all or substantially all of the assets to which this Agreement relates and (ii) Fluidigm shall have the right, without such consent, to assign any or all of its rights and delegate any or all of its obligations hereunder to any company that notwithstanding anything herein to the contraryacquires all or substantially all of Fluidigm’s assets (whether by merger, acquisition, asset purchase, or otherwise). Any permitted successor of a party or any permitted assignee of all of a party’s rights under this Agreement that has also assumed all of such Party will be jointly and severally liable with party’s obligations hereunder in writing shall, upon any such Affiliate assignee succession or assignment and assumption, be deemed to be a party to this Agreement as though named herein in substitution for the assigning party, whereupon the assigning party shall cease to be a party to this Agreement and shall cease to have any rights or obligations under this Agreement. All validly assigned rights of [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. CONFIDENTIAL TREATMENT REQUESTED BY FLUIDIGM CORPORATION a party shall inure to the benefit of and be enforceable by, and all validly delegated obligations of such party shall be binding on and be enforceable against, the permitted successors and assigns of such party. Any attempted assignment not or delegation in accordance with violation of this Section 20.4 (Assignment; Change of Control) will 10.2 shall be voidvoid and without effect.

Assignment; Change of Control. Except as provided in this Section 20.4 (Assignment; Change a) Without the prior written consent of Control)the other party hereto, this Agreement may not be assigned neither party shall sell, transfer, assign, delegate, pledge or transferredotherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, nor may this Agreement or any right of its rights or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other Partyduties hereunder; provided, however, that (and notwithstanding anything in this Agreement to the contrary) either Party party may, without such consent, and upon written notice to the other party, assign or transfer this Agreement and its rights and obligations hereunder in whole or in part: (a) to its successor in interest in the transfer or sale of (i) all or substantially all of its assets or business an Affiliate, or (ii) an Acquiring Party in the event of a Change of Control of such party. Any attempted assignment or delegation in violation of the preceding sentence shall be void and of no effect. All validly assigned and delegated rights and obligations of the parties hereunder shall be binding upon and inure to the benefit of and be enforceable by and against the successors and permitted assigns of Xxxxxxxx or Palomar, as the case may be. In the event either party seeks and obtains the other party’s consent to assign or delegate its rights or obligations to another party, the assignee or transferee shall assume all or substantially all obligations of its assets assignor or business related to the subject matter of transferor under this Agreement; or . (b) Subject to its successor Section 14.2(c), in interest in a merger or consolidation (or similar transaction) the event of the assigning or transferring Party, including any Change of Control transaction; providedof a party, that in each case(i) no Information and Inventions or Patents or other intellectual property rights of the Acquiring Party or its Affiliates shall be deemed “Controlled” for any purpose hereunder if such Information and Inventions, Patents or other intellectual property rights were not so Controlled by such Party will provide written notice party prior to such assignment, and (ii) any contractual restrictions on the Technology, Patents and other intellectual property rights and other assets of the acquired party shall be binding on the Acquiring Party, and (iii) any contractual restrictions on the acquired party’s business activities hereunder shall apply only to the other division or entity of the Acquiring Party within thirty into which the acquired party is merged, or into which the acquired party’s assets are transferred. (30c) days after Notwithstanding anything contained in Section 14.2(b) to the closing contrary, in the event of any such transaction(s). Any (A) successor Change of either Party or (B) assignee Control of all of either Party’s rights under this Agreement a party, the party that has also assumed all is the subject of such Party’s obligations hereunder Change of Control shall include in writing the agreement(s) providing for such Change of Control terms and notified conditions that (i) require the Acquiring Party to restrict access to any Technology for use in the Field, or other Party of such assumption willConfidential Information, in each case (A) that is the subject of the license or other rights granted by or to the acquired party in this Agreement, to only those scientific, technical or other personnel employed by or assigned to the division or entity of the Acquiring Party into which the acquired party is merged, or into which the acquired party’s assets are transferred, and (Bii) prohibit the Acquiring Party from using or accessing in connection with other research, development or commercialization projects and activities in the Field any such Technology or Confidential Information, in each case to the extent that such access or use would constitute a violation of any contractual restriction in this Agreement in the absence of such Change of Control; provided that the requirements of this Section 14.2(c) shall not apply to a Change of Control of such party in the event that such Change of Control is outside the reasonable control of such party. For clarity, failure of the party that is the subject of any such Change of Control to include in the agreement(s) providing for such Change of Control the terms and conditions described in this Section 14.2(c), upon whether or not the proviso set forth in the immediately preceding sentence applies to such Change of Control, shall not be construed to discharge any other obligation of such succession or assignment and assumption, as applicable, be deemed to be a “Party” to this Agreement as though named herein in substitution for such Party, whereupon such Party will cease to be a “Party” to this Agreement and will cease to have any rights or obligations hereunder. In addition, each Party will have the right, without the consent of the other Party, to assign any or all of its rights and delegate any or all of its obligations hereunder to any of its Affiliates; provided, that notwithstanding anything herein to the contrary, such Party will be jointly and severally liable with any such Affiliate assignee party under this Agreement. Any attempted assignment not in accordance with this Section 20.4 (Assignment; Change of Control) will be void.