Common use of Change of Control of Company Clause in Contracts

Change of Control of Company. (a) Notwithstanding the provisions of Section 4.8, if Company undergoes a Change of Control during the term of this Agreement and, as of immediately prior to or following the closing of such Change of Control, any Person that becomes an Independent Affiliate of Company upon such Change of Control or any of such Person’s Affiliates existing immediately prior to such Change of Control or following such Change of Control other than the Company or Affiliates of Company existing prior to such Change of Control (collectively, the “Company Acquirer”) is researching, developing, manufacturing or commercializing any product, the research, development, manufacture or commercialization of which product in the Territory would, but for the provisions of this Section 11.2.2 constitute a breach of Section 4.8 (such product, a “Distracting Product”), then Company will not be in breach of Section 4.8 as a result of such activities with respect to any such Distracting Product (provided that, with respect to Distracting Products that arise after such Change of Control, the Company Acquirer does not access or use any confidential know-how Controlled by Company prior to such Change of Control in the conduct of activities related to such Distracting Product), and Company or the Company Acquirer, as applicable, will, (i) adopt reasonable procedures to segregate all research, development or commercialization activities relating to the Distracting Product from research, development and commercialization with respect to Compounds and Licensed Products under this Agreement, and conduct any activities under the Research Program separately from all activities relating to the Distracting Product, including through the maintenance of separate lab notebooks and records; and (ii) establish reasonable firewall protections and safeguards designed to ensure the activities of its personnel under the Research Program are segregated from all activities relating to the Distracting Product, including reasonable efforts to ensure that (x) none of its personnel involved in performing development or commercialization activities with respect to the Distracting Product have access to non-public plans or information relating to the development or commercialization of Compounds or Licensed Products under this Agreement and (y) none of its personnel involved in performing development activities under the Research Program with respect to the Compounds or Licensed Products under this Agreement have access to non-public plans or information relating to the development or commercialization of the Distracting Product (except, in each case, that management personnel may [***]). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED (b) Upon a Change of Control of Company, Company shall adopt reasonable procedures to be agreed upon in writing with Merck to prevent the disclosure of all information of Merck and its Affiliates and other information with respect to development and commercialization of Compounds and Licensed Products to Company personnel dedicated to the development and commercialization of any Distracting Product. Upon such Change of Control, Merck’s obligation to provide royalty reports pursuant to Section 6.5 shall be limited to reporting Merck’s total worldwide royalty obligations and Merck shall no longer be obligated to provide Development Reports pursuant to Section 4.6.

Change of Control of Company. (a) Notwithstanding the provisions of Section 4.83.9, if Company undergoes a Change of Control during the term of this Agreement and, as of immediately prior to or following the closing of such Change of Control, any Person that becomes an Independent Affiliate of Company upon such Change of Control or any of such Person’s Affiliates existing immediately prior to such Change of Control or following such Change of Control other than the Company or Affiliates of Company existing prior to such Change of Control (collectively, the “Company Acquirer”) is researching, developing, manufacturing or commercializing any product, the research, development, manufacture or commercialization of which product in the Territory would, but for the provisions of this Section 11.2.2 10.2.2 constitute a breach of Section 4.8 3.9 (such product, a “Distracting Product”), then Company will not be in breach of Section 4.8 3.9 as a result of such activities with respect to any such Distracting Product (provided that, with respect to Distracting Products that arise after such Change of Control, the Company Acquirer does not access or use any confidential know-how intellectual property Controlled by Company prior to such Change of Control in the conduct of activities related to such Distracting Product), and Company or the Company Acquirer, as applicable, will, (i) adopt reasonable procedures to segregate all research, development or commercialization activities relating to the Distracting Product from research, development and commercialization with respect to Compounds compounds or products (including Product Candidates and Licensed Products Products) under this Agreement, and conduct any activities under the Research Program separately from all activities relating to the Distracting Product, including through the maintenance of separate lab notebooks and records; and (ii) establish reasonable firewall protections and safeguards designed to ensure the activities of its personnel under the Research Program are segregated from all activities relating to the Distracting Product, including reasonable efforts to ensure that (x) none of its personnel involved in performing development or commercialization activities with respect to the Distracting Product have access to non-public plans or information relating to the development or commercialization of Compounds Product Candidates or Licensed Products under this Agreement and (y) none of its personnel involved in performing development activities under the Research Program with respect to the Compounds Product Candidates or Licensed Products under this Agreement have access to non-public plans or information relating to the development or commercialization of the Distracting Product (except, in each case, except that management personnel may [***]). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. (b) Upon a Change of Control of Company, Company shall adopt reasonable procedures to be agreed upon in writing with Merck to prevent the disclosure of all information of Merck and its Affiliates and other information with respect to development and commercialization of Compounds Product Candidates and Licensed Products to Company personnel dedicated to the development and commercialization of any Distracting ProductProducts. Upon such Change of Control, Merck shall have no further obligation to provide Development Reports pursuant to Section 2.14, and Merck’s obligation to provide royalty reports pursuant to Section 6.5 5.4 shall be limited to reporting Merck’s total worldwide royalty obligations and Merck shall no longer be obligated to provide Development Reports pursuant to Section 4.6obligations.