Anti-Assignment and Termination for Change of Control

Neither party may assign this Agreement or any of its rights or obligations hereunder, either voluntarily or by operation of law, without the other’s express written consent. Any Change of Control (as defined below) will be considered an assignment pursuant to the preceding sentence (and therefore require the other party’s prior written consent). (“Change of Control” refers to any change in the persons or entities controlling a party, including without limitation such changes resulting from a merger, consolidation, or stock transfer.)

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If a party undergoes a Change of Control, the other party may terminate this Agreement on __ days’ written notice, provided the terminating party issues such notice __ or fewer days after the latter of the Change of Control or its receipt of notice of the Change of Control. (“Change of Control” means a transaction or series of transactions by which more than 50% of the outstanding shares of the target company or beneficial ownership thereof are acquired within a 1-year period, other than by a person or entity that owned or had beneficial ownership of more than 50% of such outstanding shares before the close of such transactions(s). Change of Control includes, without limitation, any such transaction achieved through statutory merger, consolidation, or stock transfer.)