Common use of Change of Control of a Party Clause in Contracts

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) [***].