Common use of Non-Transferable Right Clause in Contracts

Non-Transferable Right. The right of Seller to receive any amounts with respect to Milestone Payments (i) shall not be evidenced by a certificate or other instrument, (ii) shall not be assignable or otherwise transferable by Seller other than pursuant to a court Order, by operation of Law (including a consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity and (iii) does not represent any right other than the right to receive the Milestone Payments pursuant to this Agreement. Any attempted transfer of the right to any amounts with respect to any such payment by any holder thereof (other than as specifically permitted by the immediately preceding sentence) shall be null and void. Notwithstanding the foregoing, if Seller’s stockholders approve a plan of dissolution in compliance with Section 6.9 and after the date that is six (6) months following the Closing Date Seller decides to make a pro rata distribution of its rights to receive all of the remaining Milestone Payments under this Section 3.3 to its stockholders, Seller shall notify Purchaser and the applicable Parties shall enter into the CVR Agreement. Seller shall distribute one CVR for each share of common stock of Seller that is outstanding as of the record date for such distribution, which will represent an aggregate right to receive, upon achievement of the applicable Development Milestone Event or Net Sales Milestone Event, the applicable Milestone Payments under this Agreement to the extent not paid to Seller prior to the date of distribution of the CVRs. If the Parties enter into the CVR Agreement, then the right of Seller to receive any Milestone Payments under this Agreement shall be extinguished and fully discharged, and the right to receive the Milestone Payments shall be held solely by the Holders (as defined in the CVR Agreement). In no event shall Purchaser’s total liability to pay Milestone Payments under this Agreement and under the CVR Agreement (and any CVRs that are issued pursuant thereto) exceed $37,500,000 in the aggregate.

Non-Transferable Right. The right of Seller to receive any amounts with respect to Milestone Contingent Payments (i) shall not be evidenced by a certificate or other instrument, (ii) shall not be assignable or otherwise transferable by Seller other than (A) pursuant to a court Orderorder, (B) by operation of Law (including a consolidation or merger), (C) or without consideration in connection with the dissolution, liquidation liquidation, or termination of any trust, corporation, limited liability company, partnership partnership, or other entity entity, (D)[***], (E) [***], (F) on one occasion to a Contingent Payment Purchaser in compliance with this Section 2.07(k) (it being agreed that Seller shall be entitled to provide such Contingent Payment Purchaser with copies of the Reports delivered by Purchaser pursuant to Section 2.07(j)), or (G) otherwise in compliance with Section 11.01, and (iii) does not represent any right other than the right to receive the Milestone Contingent Payments and copies of the Reports pursuant to this Agreement. Any attempted transfer of the right to any amounts with respect to any such payment Contingent Payment by any holder thereof (other than as specifically permitted by the immediately preceding sentence) shall be null and void. Notwithstanding the foregoing, if in the event of any transfer of Seller’s stockholders approve right to receive any amounts with respect to Contingent Payments to a plan Contingent Payment Purchaser, (1) such Contingent Payment Purchaser shall have agreed in writing, as a condition to the sale, to be bound by (x) the terms and conditions of dissolution this Agreement related thereto, including Purchaser’s right of offset set forth in Section 9.10 (and the terms and conditions of this Agreement related to such offset rights), and (y) confidentiality obligations at least as restrictive as those set forth in Section 6.03, (2) the manner, timing, and disclosures related to such transfer shall be in compliance with Section 6.9 all applicable Laws, and after (3) Seller hereby agrees to indemnify the date that is six (6) months following Purchaser Indemnitees in respect of, and hold them harmless against and reimburse them for, any Losses suffered, incurred, or sustained by any Purchaser Indemnitee resulting from or arising out of any such transfer, including with respect to any claims by the Closing Date Seller decides to make a pro rata distribution of its rights to receive all of the remaining Milestone Payments under this Section 3.3 to its stockholdersContingent Payment Purchaser, Seller shall notify Purchaser and the applicable Parties shall enter into the CVR Agreement. Seller shall distribute one CVR for each share of common stock of Seller that is outstanding as of the record date for such distribution, which will represent an aggregate right to receive, upon achievement of the applicable Development Milestone Event or Net Sales Milestone Event, the applicable Milestone Payments under this Agreement except to the extent not paid to Seller prior to the date resulting from a breach of distribution of the CVRs. If the Parties enter into the CVR Agreement, then the right of Seller to receive any Milestone Payments under this Agreement shall be extinguished and fully discharged, and the right to receive the Milestone Payments shall be held solely by the Holders (as defined in the CVR Agreement). In no event shall Purchaser’s total liability to pay Milestone Payments under this Agreement and under the CVR Agreement (and any CVRs that are issued pursuant thereto) exceed $37,500,000 in the aggregatea Purchaser Indemnitee.