Common use of Amendment of Section 10 Clause in Contracts

Amendment of Section 10. 1. Section 10.1 of the Agreement is hereby amended to read as set forth below: “Assignment. Any and all assignments of this Agreement or any rights hereunder by Licensee without TSRI’s prior written consent are void, except the Licensee may assign this Agreement and all of its rights and obligations hereunder without TSRI’s consent in connection with the transfer or sale of all or substantially all of Licensee’s business to a third party, whether by merger, sale of stock, sale of assets or otherwise (a “Change in Control Transaction”); provided that Licensee delivers to TSRI written notice of such Change in Control Transaction at least [***] days prior to the consummation of such transaction, and the successor or assignee of Licensee’s interest shall expressly assume in writing the performance of all the terms and conditions of this Agreement to be performed by Licensee and such written assumption shall be delivered to TSRI concurrently with the consummation of such transfer or assignment.”