Assignment. To the extent any Work Product has not automatically vested in the Company by operation of law, Executive hereby irrevocably conveys, transfers and assigns to the Company all right, title and interest in and to all Work Product, including the right to receive all past, present and future proceeds and damages therefrom, and the right to claim priority with respect thereto. If any Work Product cannot be assigned by Executive to the Company (such as any “moral rights of authors”), Executive hereby irrevocably and perpetually waives Executive’s right to assert such rights and consents to any action of the Company that would violate such rights in the absence of such consent. When requested, Executive will (without additional compensation, but at Company’s expense) execute any documents or instruments lawfully requested by the Company to formally convey and transfer ownership of any Work Product and assist the Company and its designee and take all actions to evidence, secure, prosecute, obtain, protect, enforce or defend the Work Product for the Company’s benefit. Executive appoints the Company as Executive’s agent and grants the Company a power of attorney for the limited purpose of executing all such documents and to do all other lawful acts that the Company is entitled to require Executive to do pursuant to this Section 5(a). The foregoing appointment is deemed to be coupled with an interest and therefore irrevocable. This Agreement does not apply to, and Executive has no obligation to assign to the Company, an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on my own time, unless # the invention directly relates # to the business of the Company, or # to the Company’s actual or demonstrably anticipated research and development, or # the invention results from any work performed by Executive for the Company.

Assignment. This Agreement is binding upon and inures to the benefit of the heirs, successors, representatives, and assigns of each party, but no rights, obligations, or liabilities of either Party under this Agreement shall be assignable without the prior written consent of the other Party.

Assignment. Roth hereby assigns to Golden Royal all of the benefit that may accrue to him from ownership of the Interest, including any receipts of cash or distribution of assets, as well as any proceeds realized on the sale of the Interest, any of which shall be promptly transferred by Roth to Golden Royal upon receipt. Roth hereby agrees that he shall hold the Interest in trust for the benefit of Golden Royal, and shall not sell, transfer, pledge or otherwise permit any lien to be placed on the Interest, except as directed by Golden Royal . In the event that Golden Royal directs Roth to sell, assign or otherwise transfer the Interest, he will do so and will pay over to Golden Royal any proceeds realized by reason of said transfer.

Assignment. This Agreement may not be assigned or transferred by either Party, in whole or in part, without the prior written consent of the other Party; provided that, without consent of the other Party, either Party may assign this Agreement, in whole or in part, to any of its Affiliates if such Party guarantees the performance of this Agreement by such Affiliate; and provided further that, without consent of the other Party, either Party may assign this Agreement to a successor to all or substantially all of the assets or business of such Party to which this Agreement relates, whether by merger, sale of stock, sale of assets or other similar transaction or series of transactions if such successor agrees in writing to be bound by all obligations to the other Party under this Agreement. Any assignment in violation of this provision is void and without effect. This Agreement shall be binding upon and inure to the benefit of the Parties hereto, their permitted successors, legal representatives and assigns. In the event WuXi assigns or transfers any of the Licensed IP to a Third Party, WuXi shall impose on such assignee or transferee such obligations as are necessary so that Arcus retains and obtains all of the rights to which it is entitled with respect to such Licensed IP under this Agreement.

The Tenant shall not assign the whole of this Lease without the consent of the Landlord, such consent not to be unreasonably withheld.

Assignment. This Agreement shall not be assignable, in whole or in part, by either Party without the written consent of the other Party, except that the Company may assign its rights and obligations under this Agreement to any successor or affiliate of the Company, or to any corporation, firm or other business entity # with or into which the Company may merge or consolidate, # to which all or substantially all of the ownership interests in the Company may be transferred or # to which the Company may otherwise sell or transfer all or substantially all of its assets. After any such assignment such assignee shall thereafter be deemed to be the Company for the purposes of all provisions of this Agreement including this Section 5.

Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

Assignment. The RSUs shall not be assigned, pledged or transferred except by will or by the laws of descent and distribution.

Assignment. No Party shall, without the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the other Party having been obtained, assign or transfer this Agreement to any Person, provided, however, that any Party may assign or transfer this Agreement to (i) (A) any Subsidiary of such Party, or # any direct or indirect parent of such Party which is an operating company in the business of manufacturing or distributing prescription pharmaceuticals and which owns (on a fully diluted basis) the majority of the total voting power (unrestricted in the exercise of such power by a voting or similar agreement) of shares of stock entitled to vote (without regard to the occurrence of any contingency) in the election of directors of such Party, in each case, on thirty (30) days’ written notice to the other Party, provided that the assigning Party shall remain primarily liable for all obligations of assignee and assignee shall be liable for all obligations of assignor before or after such assignment, and assignor shall execute a guarantee in form and substance acceptable to the other Party, or # to any Third Party successor by merger of such Party, or to a Third Party purchaser of all or substantially all of such assets of, or stock of the line of business to which this agreement relates, without the prior written consent of the other Party hereto. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their successors and permitted assigns. For the avoidance of doubt, and notwithstanding anything else to the contrary contained in this Agreement, the reference to the term “Affiliates” or “Affiliate” of a Party, in the provisions of this Agreement, shall not imply that any rights or obligations under this Agreement may be assigned to any such Affiliate, except in accordance with the foregoing provisions of this Section 14.8 or as expressly provided herein; provided, that, TRIS or any of its Affiliates shall have the right to Market an AG Product in the Territory in accordance with the terms and conditions set forth in [Section 6.9, and TRIS] shall have the right to assign any such rights to any of its Affiliates.

Assignment. Manager may assign this Agreement, and any duties or responsibilities under this Agreement, to any affiliate of Manager. Provider shall not assign this Agreement, nor any duties or responsibilities under this Agreement, without the written consent of Manager.