the State of Delaware Uses in Successors and Assigns Clause

Successors and Assigns from Rights Agreement

THIS INVESTORS' RIGHTS AGREEMENT is made as of the 7th day of July 2017, by and among ThermoGenesis Corp., a Delaware corporation (the "Company"), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an "Investor."

Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a Holder's Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder's Immediate Family Members; or (iii) after such transfer, holds shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) constituting at least five percent (5%) of the Company's Common Stock; provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Subsection 2.11. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder of a Holder; (2) who is a Holder's Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder's Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

Successors and Assigns from Rights Agreement

THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of April 12, 2017, by and among Sienna Biopharmaceuticals, Inc., a Delaware corporation (the Company), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a Key Holder.

Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) (a) by a Holder to a transferee of Registrable Securities that (i) is an Affiliate or Affiliated Fund of a Holder; (ii) is a Holders Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holders Immediate Family Members; or (iii) after such transfer, holds at least 500,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations), or (b) by any Fidelity Entity (1) to any other entity managed by a registered investment advisor that is an Affiliate of a Fidelity Entity or (2) pursuant to a merger or reorganization of a third-party U.S. registered mutual fund with Fidelity or its Affiliated Funds; provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Subsection 2.11. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate, Affiliated Fund or stockholder of a Holder; (2) who is a Holders Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holders Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

Successors and Assigns from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is dated as of June 29, 2017, by and among Transgenomic, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the Schedule of Purchasers attached hereto as Exhibit A and each Noteholder (defined below) pursuant to the terms contained herein (each purchaser and each Noteholder, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties and their successors and permitted assigns. This Agreement, or any rights or obligations hereunder, may not be assigned by the Company without the prior written consent of each Purchaser. Any Purchaser may assign its rights hereunder in whole or in part to any Person to whom such Purchaser assigns or transfers any Shares in compliance with the Transaction Documents and applicable law, provided such transferee shall agree in writing to be bound, with respect to the transferred Shares, by the terms and conditions of this Agreement that apply to "Purchaser".

Successors and Assigns from Rights Agreement

THIS INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of the 19th day of September, 2016, by and among Dova Pharmaceuticals, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor, each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a Key Holder and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 5.9 hereof.

Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a Holders Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holders Immediate Family Members; or (iii) after such transfer, holds at least 169,434 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations); provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Section 2.11. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder of a Holder; (2) who is a Holders Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holders Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

Successors and Assigns from Rights Agreement

THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of April 12, 2017, by and among Sienna Biopharmaceuticals, Inc., a Delaware corporation (the Company), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a Key Holder.

Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) (a) by a Holder to a transferee of Registrable Securities that (i) is an Affiliate or Affiliated Fund of a Holder; (ii) is a Holders Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holders Immediate Family Members; or (iii) after such transfer, holds at least 500,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations), or (b) by any Fidelity Entity (1) to any other entity managed by a registered investment advisor that is an Affiliate of a Fidelity Entity or (2) pursuant to a merger or reorganization of a third-party U.S. registered mutual fund with Fidelity or its Affiliated Funds; provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Subsection 2.11. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate, Affiliated Fund or stockholder of a Holder; (2) who is a Holders Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holders Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

Successors and Assigns from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is dated as of May 11, 2017, between InsPro Technologies Corporation, a Delaware corporation (the "Company"), and the investors identified on the signature pages hereto (each, an "Investor" and collectively, the "Investors").

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investors. Any Investor may assign any or all of its rights under this Agreement and the other Transaction Documents to any Person to whom such Investor assigns or transfers any Securities, provided such assignee or transferee agrees in writing to be bound, with respect to the assigned or transferred Securities, by the provisions hereof that apply to the "Investors," in which event such assignee or transferee shall be deemed to be an Investor hereunder with respect to such assigned rights.

Successors and Assigns from Stock Purchase Agreement

This Stock Purchase Agreement (this "Agreement") is dated as of February 14, 2017, between Agenus Inc., a Delaware corporation (the "Company"), and Incyte Corporation, a Delaware corporation (the "Purchaser").

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Purchaser (other than by merger). Purchaser may assign any or all of its rights under this Agreement to any Person to whom Purchaser assigns or transfers any Shares, provided that such transferee agrees in writing to be bound, with respect to the transferred Shares, by the provisions of this Agreement that apply to "Purchaser."

Successors and Assigns from Stock Purchase Agreement

This Stock Purchase Agreement (this "Agreement") is dated as of April 10, 2017 by and between Maxwell Technologies, Inc., a Delaware corporation (the "Company"), and SDIC Fund Management Co., Ltd., a limited liability company organized under the laws of the Peoples' Republic of China (including its successors and assigns, "Purchaser").

Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties and their successors and permitted assigns. This Agreement, or any rights or obligations hereunder, may not be assigned by the Company without the prior written consent of Purchaser (other than by merger). The Purchaser may assign its rights hereunder in whole or in part to any controlled Affiliate, provided such transferee shall agree in writing to be bound, with respect to the transferred Shares, by the terms and conditions of this Agreement that apply to the "Purchaser"; provided, further, that Purchaser shall remain liable for any and all obligations under this Agreement arising up to and including the Closing notwithstanding any such assignment occurring prior to the Closing.

Successors and Assigns from Asset Purchase Agreement

This ASSET PURCHASE AGREEMENT is made as of March 16, 2017 (this "Agreement"), by and between UJB Acquisition Corp., a Washington corporation ("Buyer"), and Custom Control Concepts LLC, a Delaware limited liability company ("Seller"). Buyer and Seller are collectively referred to herein as the "Parties" and each individually as a "Party."

Successors and Assigns. This Agreement may not be assigned by any Party hereto without the prior written consent of the other Parties. Subject to the foregoing, all of the terms and provisions of this Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. Notwithstanding anything to the contrary set forth in this Section 10.5, (a) Buyer may, without the prior written consent of Seller, assign or transfer its rights, but not its obligations, under this Agreement to any lender as collateral security in respect of any Indebtedness of Buyer; provided, however, in such case, that no such assignment or transfer shall relieve Buyer of its obligations or agreements hereunder or require Seller to resort to any such assignee or transferee prior to seeking any remedies against Buyer permitted under or pursuant to this Agreement, and (b) Seller may, without the prior written consent of Buyer, assign or transfer its rights under this Agreement or the Escrow Agreement to any lender as collateral security in respect of any Indebtedness of Seller; provided, however, in such case, that no such assignment or transfer shall relieve Seller of its obligations or agreements hereunder or require Buyer to resort to any such assignee or transferee prior to seeking any remedies against Seller permitted under or pursuant to this Agreement.

Successors and Assigns from Transition Services Agreement

This TRANSITION SERVICES AGREEMENT (this Agreement), dated as of February 1, 2017, is entered into by and between Biogen Inc. (Biogen), a Delaware corporation, and Bioverativ Inc. (Bioverativ), a Delaware corporation. Party or Parties means Biogen or Bioverativ, individually or collectively, as the case may be.

Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.