9.2.2 NOTICE"), (A)
20
Information redacted pursuant to a confidential treatment request.
An
unredacted version
of this exhibit has been filed separately with the Commission.
DELIVER TO THE PURCHASER A COPY OF SUCH SECTION 9.2.2 NOTICE AND (B) INVOICE
JANSSEN FOR THE FULL AMOUNT OF THE MILESTONE PAYMENT RESULTING THEREFROM.
(C)
SUBJECT TO SECTION 5.01(D), IF VERTEX RECEIVES NOTICE FROM JANSSEN
OR ANY OTHER PERSON, TERMINATING THE JANSSEN AGREEMENT, IN WHOLE OR IN PART,
THEN VERTEX SHALL NO LATER THAN TEN BUSINESS DAYS FOLLOWING RECEIPT OF SUCH
NOTICE GIVE A WRITTEN NOTICE TO THE PURCHASER INCLUDING A COPY OF ANY WRITTEN
NOTICE RECEIVED FROM JANSSEN OR THE OTHER RELEVANT PERSON.
(D)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE PURCHASER, VERTEX SHALL
NOT, DIRECTLY OR INDIRECTLY, SELL, ASSIGN, HYPOTHECATE OR OTHERWISE TRANSFER THE
JANSSEN AGREEMENT OR ANY OF ITS RIGHTS OR OBLIGATIONS THEREUNDER TO ANY THIRD
PARTY, INCLUDING BY OPERATION OF LAW OR OTHERWISE; PROVIDED, HOWEVER, THAT
VERTEX MAY, WITHOUT THE CONSENT OF THE PURCHASER, DIRECTLY OR INDIRECTLY ASSIGN
THE JANSSEN AGREEMENT OR ANY OF ITS RIGHTS OR OBLIGATIONS THEREUNDER TO ANY
THIRD PARTY WITH WHICH IT MAY MERGE OR CONSOLIDATE OR TO WHICH IT MAY SELL ALL
OR SUBSTANTIALLY ALL OF ITS ASSETS.
Section 5.05
Termination of the Janssen Agreement.
IF THE JANSSEN AGREEMENT IS TERMINATED, BY EITHER JANSSEN OR VERTEX, FOR ANY
REASON AND THE LICENSES GRANTED TO JANSSEN UNDER ARTICLE 7 OF THE JANSSEN
AGREEMENT TERMINATE, VERTEX SHALL PAY THE PURCHASER AN AMOUNT EQUAL TO ANY
PORTION OF THE MILESTONE PAYMENT THAT HAS NOT BEEN EARNED PRIOR TO THE EFFECTIVE
DATE OF SUCH TERMINATION OF THE JANSSEN AGREEMENT, PROVIDED, HOWEVER, THAT
VERTEX SHALL OWE SUCH PAYMENT TO THE PURCHASER ONLY IF AND WHEN THE MILESTONE
EVENT IS SUBSEQUENTLY ACHIEVED (EITHER BY VERTEX, VERTEX'S LICENSEE OR SUCCESSOR
OR AN ACQUIROR OF VERTEX'S ASSETS OR RIGHTS RELATED THERETO).
FOR THE AVOIDANCE
OF DOUBT, THE EXPIRATION OF THE JANSSEN AGREEMENT UNDER SECTION 13.1 THEREOF
SHALL NOT BE DEEMED A TERMINATION OF THE JANSSEN AGREEMENT.
Section 5.06
Notice of Certain Events.
(A)
IN ADDITION TO, AND NOT IN LIMITATION OF, THE OTHER PROVISIONS OF
THIS AGREEMENT, VERTEX SHALL PROVIDE THE PURCHASER WITH WRITTEN NOTICE AS
PROMPTLY AS PRACTICABLE (AND IN ANY EVENT WITHIN FIVE BUSINESS DAYS) AFTER
BECOMING AWARE OF THE OCCURRENCE OF A BANKRUPTCY EVENT; AND
(B)
VERTEX SHALL NOTIFY THE PURCHASER IN WRITING NOT LESS THAN 30 DAYS
PRIOR TO ANY CHANGE IN, OR AMENDMENT OR ALTERATION OF, VERTEX'S (I) LEGAL NAME,
(II) FORM OR TYPE OF ORGANIZATION OR CORPORATE STRUCTURE OR (III) JURISDICTION
OF ORGANIZATION.
Section 5.07
Access to Certain Information.
(A)
IF THE SECURITIES AND EXCHANGE COMMISSION OR GAAP REQUIRES VERTEX
TO REPORT ITS FINANCIAL RESULTS ON A CONSOLIDATED BASIS WITH THE FINANCIAL
RESULTS OF THE PURCHASER, THE PURCHASER SHALL, FOR SO LONG AS THE SECURITIES AND
EXCHANGE COMMISSION OR GAAP REQUIRE SUCH CONSOLIDATION, USE ITS REASONABLE BEST
EFFORTS TO PROVIDE TO, AND TO COOPERATE WITH VERTEX OR AN INDEPENDENT ACCOUNTING
FIRM ENGAGED BY VERTEX IN CONNECTION