Change of Control of a Party Clause Samples

Change of Control of a Party. In the event that a Party or any of its Affiliates undergoes a Change of Control with a Third Party (an “Acquirer”), the restrictions set forth in Section 2.8(a) shall not apply to (1) any activities that would otherwise constitute a breach of Section 2.8(a), including a Competing Product that is being Exploited in the Territory (collectively, “Competing Activities”), being performed by the Acquirer or its Affiliates at the closing of the applicable transaction, or (2) any Competing Activities undertaken after the closing of the Change of Control transaction by an Acquirer or its Affiliates, in each case of (1) and (2) as long as (A) no Licensed Technology or Zai IP (as applicable) or Confidential Information of the other Party (if applicable or related to the Licensed Compound or Product) is used by or on behalf of such Party or Acquirer, as applicable, or their respective Affiliates in connection with any subsequent Exploitation of such Competing Products, and (B) such Party or Acquirer, as applicable, or their respective Affiliates institutes commercially reasonable safeguards to ensure the requirement set forth in the foregoing clause (A) are met, including by creating “firewalls” between the personnel working on such Competing Products and the personnel working on the Products or having access to any Licensed Technology or Zai IP (as applicable) or Confidential Information of the other Party (if applicable or related to the Licensed Compound or Product).

Change of Control of a Party. In the event that either Party or any of its Affiliates undergoes a Change of Control with a Third Party (an “Acquirer”), [***].

Change of Control of a Party. In the event that either Party or any of its Affiliates undergoes a Change of Control with a Third Party (an “Acquirer”), the restrictions set forth in Section 2.5.1 (in the event that such acquired Party is Licensee) or Section 2.5.2 (in the event that such acquired Party is XENCOR) shall not apply to (a) any activities that would otherwise constitute a breach of Section 2.5.1 (in the event that such acquired Party is Licensee) or Section 2.5.2 (in the event that such acquired Party is XENCOR), including a Competing Product that is being Developed, Manufactured or Commercialized (collectively, “Competing Activities”) by the Acquirer or its Affiliates (other than such Party or its Affiliates prior to such Change of Control) at the closing of the applicable transaction or (b) [***].

Change of Control of a Party. Notwithstanding anything to the contrary herein, (i) no Patents, Know-How or other intellectual property rights Controlled by an acquiror or successor in a Change of Control of either Party (“Acquiror”) or any of its Affiliates (as such determination of affiliation is made immediately prior to such Change of Control) will be deemed Controlled by a Party for purposes of this Agreement after such Change of Control and (ii) with respect to the Party undergoing a Change of Control, no compounds, products or other assets or subject matter of an Acquiror or any of its Affiliates (as such determination of affiliation is made immediately prior to such Change of Control), including the items listed in clause (i) above, will be subject to the terms of this Agreement, including Section 2.7 so long as such Acquiror Segregates any Competitive Product until the expiration of such Party’s exclusivity obligations in Section 2.7.

Change of Control of a Party. In the event that a Party or any of its Affiliates undergoes a Change of Control with a Third Party (a “Acquirer”), the restrictions set forth in Section 2.6(a) shall not apply to (1) any activities that would otherwise constitute a breach of Section 2.6(a), including a Competing Product that is being developed, manufactured or commercialized (collectively, “Competing Activities”), [***].

Change of Control of a Party. In the event of a sale or other transfer of the controlling interest in either party to a third party or a change of ownership or control of either party, or in the event of a sale or other transfer of the controlling interest in, or a change of ownership or control of, any corporation or other entity having direct or indirect ownership of either party or a direct or indirect controlling interest in either party, the successor entity shall assume and be bound by all of the provisions of this Agreement and shall perform all of the obligations hereunder and have all of the benefits and rights hereunder. The sale or other transfer of a "controlling interest" or a "change of ownership or control" shall mean a sale or other transfer of fifty percent (50%) or more of the voting interest in, or a fifty percent (50%) or more interest in, the income or such other sale or other transfer as, in fact constitutes the sale or other transfer of actual control.

Change of Control of a Party. In the event that either Party or any of its Affiliates undergoes a Change of Control with a Third Party (an “Acquirer”), the restrictions set forth in Section 4.6(a) (Non-Compete Covenant) shall not apply to (i) any activities that would otherwise constitute a breach of Section 4.6(a) (Non-Compete Covenant), including a Competing Product that is being Developed, Manufactured, Commercialized or otherwise Exploited (collectively, “Competing Activities”) by the Acquirer or its Affiliates (other than such Party or its Affiliates prior to such Change of Control) at the closing of the applicable transaction, or (ii) any Competing Activities undertaken by an Acquirer or its Affiliates (other than such Party or its Affiliates prior to such Change of Control) after closing of the Change of Control transaction, in each case of (i) and (ii) as long as (A) no Zaiming IP that is Confidential Information of Zaiming (with respect to a Change of Control of NextCure) or NextCure IP that is Confidential Information of NextCure (with respect to a Change of Control of Zaiming), are used in more than a de minimis fashion, by or on behalf of such Party undergoing the Change of Control or Acquirer, as applicable, and their respective Affiliates in connection with any subsequent Development, Manufacture, Commercialization or otherwise Exploitation of such Competing Product; and (B) such Party undergoing the Change of Control or Acquirer, as applicable, and their respective Affiliates institutes commercially reasonable safeguards to ensure the requirement set forth in the foregoing clause (A) is met, by ensuring that (1) no personnel of acquired Party or its Affiliates (immediately prior to the consummation of the transaction), including any employee, contractor or consultant of such acquired Party and its Affiliates, that are or were involved with any Development, Manufacturing or Commercializing or otherwise Exploitation activities under this Agreement shall be allowed to work on any Competing Activities; and (2) any Competing Activities will be conducted separately from any activities conducted under this Agreement, including the maintenance of separate lab notebooks and records and utilization of separate personnel.

Change of Control of a Party. If either ASML or Zeiss, on the one hand, or Nikon, on the other hand (“Selling Party”) undergoes a Change of Control, then the Selling Party shall have a right, upon written notice to Nikon, in the case of ASML or Zeiss as the Selling Party, or each of ASML and Zeiss, in the case of Nikon as the Selling Party (any such Party or the non-assigning Party (or ▇▇▇▇ Zeiss, as applicable) under Section 9.1, as applicable, the “Non-Selling Party” or “Non-Selling Parties”, as applicable), to assign its obligations and licenses, releases, covenants, and other rights to the Acquirer, as between such Selling Party and such Non-Selling Party under this Agreement, in each case in connection with such Change of Control, provided, however, that (a) the Selling Party shall remain liable for the performance of all of its obligations under this Agreement (including all licenses, releases, covenants, and other rights granted or extended by or on behalf of Assignor under this Agreement), and (b) the Acquirer agrees to be bound by this Agreement.