has been brought in an inconvenient forum.
14.3
Assignment.
(A)
NEITHER PARTY MAY ASSIGN ITS
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF
THE OTHER PARTY, EXCEPT THAT WITHOUT PRIOR WRITTEN CONSENT OF THE OTHER PARTY
(A) NOVARTIS MAY MAKE SUCH ASSIGNMENT TO A NOVARTIS GROUP MEMBER, (B) INCYTE MAY
MAKE SUCH ASSIGNMENT TO AN INCYTE GROUP MEMBER, AND (C) EITHER PARTY MAY MAKE
SUCH ASSIGNMENT TO A THIRD PARTY TO WHOM A PARTY IS REQUIRED TO, OR REASONABLY
BELIEVES THAT IT WILL BE REQUIRED TO, DIVEST ANY NOVARTIS IP OR INCYTE IP, AS
THE CASE MAY BE, TO THE EXTENT NECESSARY TO COMPLY WITH LAW OR THE ORDER OF ANY
GOVERNMENTAL AUTHORITY AS A RESULT OF SUCH TRANSACTION (SO LONG AS IN EACH SUCH
CASE SUCH PARTY SHALL REMAIN JOINTLY AND SEVERALLY LIABLE WITH SUCH ASSIGNEE
WITH RESPECT TO ALL OBLIGATIONS SO ASSIGNED).
ANY REQUEST FOR CONSENT TO
ASSIGNMENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
ANY PURPORTED
ASSIGNMENT IN CONTRAVENTION OF THIS SECTION 14.3 SHALL, AT THE OPTION OF THE
NON-ASSIGNING PARTY, BE NULL AND VOID AND OF NO EFFECT.
NO ASSIGNMENT SHALL
RELEASE EITHER PARTY FROM RESPONSIBILITY FOR THE PERFORMANCE OF ANY ACCRUED
OBLIGATION OF SUCH PARTY HEREUNDER.
THIS AGREEMENT SHALL BE BINDING UPON AND
ENFORCEABLE AGAINST THE SUCCESSOR TO OR ANY PERMITTED ASSIGNEE FROM EITHER OF
THE PARTIES.
(B)
EACH PARTY AGREES THAT,
NOTWITHSTANDING ANY PROVISIONS OF THIS AGREEMENT TO THE CONTRARY:
(I)
EITHER PARTY MAY ASSIGN THIS AGREEMENT
AND THE RIGHTS, OBLIGATIONS AND LICENSES GRANTED HEREUNDER TO A THIRD PARTY IN
CONNECTION WITH A SALE OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSIGNING
PARTY'S BUSINESS TO WHICH THIS AGREEMENT RELATES OR IF A PARTY MERGES OR
CONSOLIDATES WITH A THIRD PARTY.
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*** Confidential material redacted and filed separately with the Commission.
(II)
IN THE EVENT THAT THIS AGREEMENT IS ASSIGNED BY EITHER PARTY IN
CONNECTION WITH A SALE OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSIGNING
PARTY'S BUSINESS TO WHICH THIS AGREEMENT RELATES, SUCH ASSIGNMENT SHALL NOT
PROVIDE (A) THE NON-ASSIGNING PARTY WITH RIGHTS OR ACCESS TO INTELLECTUAL
PROPERTY RIGHTS OF THE ASSIGNEE OR ACQUIRER OF SUCH PARTY, NOR (B) THE ASSIGNEE
OR ACQUIRER WITH RIGHTS OR ACCESS TO INTELLECTUAL PROPERTY RIGHTS OF THE
NON-ASSIGNING PARTY.
14.4
CHANGE OF CONTROL.
(A)
IN THE EVENT OF ANY CHANGE OF CONTROL OF INCYTE, INCYTE SHALL
NOTIFY NOVARTIS PROMPTLY, BUT IN NO EVENT LATER THAN *** FOLLOWING SUCH CHANGE
OF CONTROL. NOVARTIS SHALL HAVE THE RIGHT, BY PROVIDING WRITTEN NOTICE WITHIN
*** FOLLOWING ANY SUCH NOTICE OF CHANGE OF CONTROL, TO ELECT TO TERMINATE ANY OR
ALL OF INCYTE'S RIGHTS UNDER, OR DELETE, IN WHOLE OR IN PART, FROM THIS
AGREEMENT: SECTIONS *** AND ***.
IF NOVARTIS MAKES ANY ELECTION AS PROVIDED IN
THIS SECTION 14.4 TO DELETE ANY SECTION, THE PARTIES AGREE TO ADOPT THE
REPLACEMENT PROVISIONS SET FORTH IN EXHIBIT H IN PLACE OF THE RELEVANT SECTIONS
IN THIS AGREEMENT, AND NO PARTY SHALL HAVE ANY