definiens: of [COMPANY] shall mean ( i ) any entity with global pharmaceutical sales in excess of two billion dollars ( $ 2 billion ) in the Calendar Year immediately preceding the Calendar Year in which such merger or acquisition shall be completed or ( ii ) any entity that at the time of such merger or acquisition is, through license or otherwise, in pre - clinical or clinical development or is selling a product using electroporation - assisted delivery of nucleic acid sequences encoding for any Antigen . In the event of such a termination of the Collaboration, [COMPANY] shall reimburse [COMPANY] for its pro - rata costs incurred and any non - cancelable commitments made up to the date of termination, but shall take credit for any fees paid by [COMPANY] pursuant to the Collaboration . [COMPANY] shall reimburse [COMPANY] for any uncredited fees paid by [COMPANY] pursuant to the Collaboration . Notwithstanding the foregoing, the rights and obligations of [COMPANY] in Section 3.3 may not be assigned under any circumstances without [COMPANY] 's prior written consent . Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement . Any attempted assignment not in accordance with this Section 10.2 shall be void . For purposes of this Section 10.2, a of a Party shall be deemed to occur if such Party is involved in a merger, reorganization or consolidation, or if there is a sale of all or substantially all of such Party 's assets or 29 business relating to this Agreement or if a person or group other than the current controlling person or group shall effectively acquire control of the management and policies of such Party