Common use of Qualified Change of Control Clause in Contracts

Qualified Change of Control. In the event of a Qualified Change of Control involving MeiraGTx, ▇▇▇▇▇▇▇ shall have the right to terminate [***], by providing MeiraGTx with written notice at least [***] after the announcement of such Qualified Change of Control, with such termination to be effective within [***] of such notice; provided that all other obligations under this Agreement, including under Section 4.1 and Article 10, shall remain in full force and effect. For clarity, upon ▇▇▇▇▇▇▇’▇ termination notice to MeiraGTx in accordance with the preceding sentence, (i) all Committees shall be disbanded and Janssen shall have sole and exclusive control with respect to any activities previously conducted pursuant to this Agreement and (ii) Janssen shall not have any further obligations to share any information, updates or reports with MeiraGTx with respect to any activities previously conducted pursuant to this Agreement, except with respect to Section 10.6, Section 10.7, Section 10.8, Section 10.9, Section 10.11 (including Sales & Royalty Reports) and any other applicable payment obligations. In the event that ▇▇▇▇▇▇▇ elects to not exercise its rights under this Section 4.6(e), the terms of Section 4.6(d) shall apply.

Qualified Change of Control. In the event of a Qualified Change of Control involving MeiraGTx, ▇▇▇▇▇▇▇ shall have the right to terminate [***], by providing MeiraGTx with written notice at least [***] after the announcement of such Qualified Change of Control, with such termination to be effective within [***] of such notice; provided that all other obligations under this Agreement, including under Section 4.1 and Article 10, shall remain in full force and effect. For clarity, upon ▇▇▇▇▇▇▇’▇ termination notice to MeiraGTx in accordance with the preceding sentence, (i) all Committees shall be disbanded and Janssen ▇▇▇▇▇▇▇ shall have sole and exclusive control with respect to any activities previously conducted pursuant to this Agreement and (ii) Janssen ▇▇▇▇▇▇▇ shall not have any further obligations to share any information, updates or reports with MeiraGTx with respect to any activities previously conducted pursuant to this Agreement, except with respect to Section 10.6, Section 10.7, Section 10.8, Section 10.9, Section 10.11 (including Sales & Royalty Reports) and any other applicable payment obligations. In the event that ▇▇▇▇▇▇▇ elects to not exercise its rights under this Section 4.6(e), the terms of Section 4.6(d) shall apply.