Common use of Assignment; Change of Control Clause in Contracts

Assignment; Change of Control. To the Seller's best knowledge, except as set forth in Schedule 4.13(h), the execution, delivery and performance by the Seller of this Agreement, and the consummation of the transactions contemplated hereby, will not result in the loss or impairment of, or give rise to any right of any third party to terminate or alter, any of the Company's or any of its Subsidiaries' rights to own any of its Intellectual Property or their respective rights under any IP Agreement, nor require the consent of any Governmental Authority or third party in respect of any such Intellectual Property.

Assignment; Change of Control. To the Seller's best knowledge, except Except as set forth in Schedule 4.13(h)Section 3.15(k) of the Company Disclosure Schedule, the execution, delivery and performance by the Seller Company of this Agreement, and the consummation of the transactions contemplated hereby, will not result in the loss or impairment of, or give rise to any right of any third party to terminate or alter, any of the Company's or any of its Subsidiariessubsidiaries' rights to own any of its Intellectual Property or their respective rights under any IP Inbound License Agreement or Outbound License Agreement, nor require the consent of any Governmental Authority or third party in respect of any such Intellectual Property.

Assignment; Change of Control. To the Seller's best knowledge, except Except as set forth in Schedule 4.13(h)Section 2.14(k) of the Company Disclosure Schedule, the execution, delivery and performance by the Seller Company of this Agreementagreement, and the consummation of the transactions contemplated hereby, will not result in the loss or impairment of, or give rise to any right of any third party to terminate or alterterminate, any of the Company's or any of its Subsidiaries' rights to own any of its Intellectual Property or their respective rights under any IP Inbound License Agreement or Outbound License Agreement, nor require the consent of any Governmental Authority or third party in respect of any such Intellectual Property.

Assignment; Change of Control. To the Seller's best knowledge, except Except as set forth in Schedule 4.13(h)Section 3.15(k) of the Company Disclosure Schedule, the execution, delivery and performance by the Seller Company of this Agreement, and the consummation of the transactions contemplated hereby, will not result in the loss or impairment of, or give rise to any right of any third party to terminate or alterterminate, any of the Company's or any of its Subsidiariessubsidiaries' rights to own any of its Intellectual Property or their respective rights under any IP Inbound License Agreement or Outbound License Agreement, nor require the consent of any Governmental Authority or third party in respect of any such Intellectual Property.

Assignment; Change of Control. To the Seller's best knowledge, except Except as set forth in Schedule 4.13(h)Section ----------------------------- 3.15(l) of the Company Disclosure Schedule, the execution, delivery and performance by the Seller Company, Newco and Transitory of this Agreement, and the consummation of the transactions contemplated hereby, will not result in the loss or impairment of, or give rise to any right of any third party to terminate or alter, any of the Company's or any of its Subsidiariessubsidiaries' rights to own any of its Intellectual Property or their respective rights under any IP Inbound License Agreement or Outbound License Agreement, nor require the consent of any Governmental Authority or third party in respect of any such Intellectual Property.

Assignment; Change of Control. To the Seller's best knowledge, except Except as set forth in Schedule 4.13(h)Section 3.15(l) of the Disclosure Schedule, the execution, delivery and performance by the Seller Company of this Agreement and the Escrow Agreement, and the consummation of the transactions contemplated herebyhereby and thereby, will not result in the loss or impairment of, or give rise to any right of any third party to terminate or alterterminate, any of the Company's ’s or any of its Subsidiaries' ’ rights to own any of its their Intellectual Property or their respective rights under any IP Inbound License Agreement or Outbound License Agreement, nor require the consent of any Governmental Authority Entity or third party in respect of any such Intellectual Property.

Assignment; Change of Control. To the Seller's best knowledge, except Except as set forth in Schedule 4.13(h)Section 3.15 (k) of the Company Disclosure Schedule, the execution, delivery and performance by the Seller Company of this Agreement, and the consummation of the transactions contemplated hereby, will not result in the loss or impairment of, or give rise to any right of any third party to terminate or alter, any of the Company's or any of its Subsidiariessubsidiaries' rights to own any of its Intellectual Property or their respective rights under any IP Agreement, nor require the consent of any Governmental Authority or third party in respect of any such Intellectual Property.Inbound License Agreement or

Assignment; Change of Control. To the Seller's best knowledge, except Except as set forth in Schedule 4.13(h)on 3.15(j) of Disclosure Schedule, the execution, delivery and performance by the Seller Company of this Agreement, and the consummation of the transactions contemplated hereby, will not result in the loss or impairment of, or give rise to any right of any third party to terminate or alter, any of the Company's or any of its Subsidiariessubsidiaries' rights to own any of its Intellectual Property or their respective rights under any IP Inbound License Agreement or Outbound License Agreement, nor require the consent of any Governmental Authority or third party in respect of any such Intellectual Property.

Assignment; Change of Control. To the Seller's best knowledge, except Except as set forth in Schedule 4.13(h)Section 2.14(k) to the Company Disclosure Schedule, the execution, delivery and performance by the Seller Company of this Agreement, and the consummation of the transactions contemplated hereby, will not result in the loss or impairment of, or give rise to any right of any third party to terminate or alterterminate, any of the Company's or any of its Subsidiariessubsidiaries' rights to own any of its Intellectual Property or their respective rights under any IP Inbound License Agreement or Outbound License Agreement, nor require the consent of any Governmental Authority or third party in respect of any such Intellectual Property.

Assignment; Change of Control. To the Seller's best knowledge, except Except as set forth in Schedule 4.13(h)Section 4.19(k) of the Company Disclosure Schedule, the execution, delivery and performance by the Seller Company of this Agreement, and the consummation of the transactions contemplated herebyTransactions, will not result in the loss or impairment of, or give rise to any right of any third party to terminate or alter, any of the Company's or any of its the Company Subsidiaries' rights to own any of its Intellectual Property or their respective rights under any IP Inbound License Agreement or Outbound License Agreement, nor require the consent of any Governmental Authority Entity or third party in respect of any such Intellectual Property.

Assignment; Change of Control. To Except as disclosed in Section ----------------------------- 2.18(j) of the Seller's best knowledge, except as set forth in Schedule 4.13(h)Company Disclosure Schedule, the execution, delivery and performance by the Seller Company of this Agreement, and the consummation by the Company of the transactions contemplated hereby, will not result in the loss or impairment of, or give rise to any right of any third party to terminate or alterterminate, any of the Company's or any of its Subsidiaries' rights to own any of its Intellectual Property or their respective rights under any IP Agreementthe License Agreements, nor require the consent of any Governmental Authority Entity or other third party in respect of any such Intellectual Property.