In addition to the Termination Events above, if the Services [Schedule A] of the General Services Agreement of even date between the parties to this Agreement expires, does not renew or terminates for any reason within the initial term and the Parties have not reached agreement on the delivery of the Software herein, then Cardlytics may terminate this Software License, Customization and Maintenance Agreement, including without limitation the Term License, shall terminate at the same time.

Neither Party may assign this Agreement or any of the rights hereunder or delegate any of its obligations hereunder, without the prior written consent of the other Party, and any such attempted assignment shall be void, except that ​ or any permitted ​ assignee may assign any of its rights and obligations under this Agreement (including, without limitation, any individual Order) to any ​ Affiliate, the surviving corporation with or into which ​ or such assignee may merge or consolidate or an entity to which ​ or such assignee transfers all, or substantially all, of its business and assets. ​ may not unreasonably withhold its consent of assignment in the event the ​ merges or consolidates with another entity.

Participants eligible to receive incentive awards shall not have any right to pledge, assign, or otherwise dispose of any unpaid or projected awards.

Non-assignment of Claims. Each Party warrants and represents that he or it has not transferred or assigned to any other person, firm, corporation or other legal entity any claims, rights or causes of action against any person or entity released by this Agreement.

Assignment. This Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may, without consent of the other Party, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate of such Party, or in whole to its successor in interest in connection with the sale of all or substantially all of its stock or its assets to which this Agreement relates, or in connection with a merger, acquisition or similar transaction. Any attempted assignment not in accordance with the foregoing shall be null and void and of no legal effect. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. The terms and conditions of this Agreement shall be binding upon, and shall inure

Assignment. No Receivable has been originated in, or is subject to the laws of, any jurisdiction under which the sale, transfer, assignment, setting over, conveyance or pledge of such Receivable would be unlawful, void, or voidable. Neither any Originator nor ​ has entered into any agreement with any Obligor that prohibits, restricts or conditions the assignment of the related Receivable.

Assignment. The terms of this Bonus Plan shall be binding upon and inure to the benefit of the Company and its successors and assigns.

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. This Agreement is a personal contract, and the rights and interest of Executive hereunder may not be sold, transferred, assigned, pledged or hypothecated. Except as otherwise may be herein expressly provided, this Agreement shall inure to the benefit of and be binding upon Employer and its successors and assigns.

Assignment. GSK hereby transfers, assigns and sells to Zai Lab all of its right, title and interest in and to the Licensed Patents, Transferred Know-How, Inventory, and Regulatory Materials to research, develop, make, have made, manufacture, use and commercialize the Compounds and Products in any indications in the Field, and such transfer, assignment and sale of all GSK’s right, title and interest in and to the License Patents, Transferred Know-how, Inventory and Regulatory Materials shall be effective upon GSK’s receipt of the upfront fee under [Section 4.1].

Assignment. No party hereto may assign, delegate or otherwise transfer this Letter Agreement, or any of its rights or obligations hereunder, other than in connection with a permitted assignment, delegation or other transfer of its corresponding rights or obligations under the Bellus License Agreement, the ​ Sublicense Agreement or this Letter Agreement, as applicable. Each party hereto agrees that, if it assigns or delegates its rights under the Bellus License Agreement or the ​ Sublicense Agreement, or any of the intellectual property licensed to FB Health or ​ thereunder, such party shall cause such assignee to be bound by the terms of this Letter Agreement. Each Party shall remain responsible for any failure to perform by any of its Affiliates to which it assigns, delegates or otherwise transfers any rights or obligations under this Letter Agreement in accordance with this [Section 7(e)]. Any permitted assignee shall assume all obligations of its assignor under this Letter Agreement. Any purported assignment, delegation or other transfer in violation of this [Section 7(e)] shall be void. The terms and conditions of this Letter Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the parties hereto.

Assignment. This Addendum, and any rights and obligations hereunder, may not be assigned by Executive and may be assigned by the Company only to a successor by merger or purchasers of substantially all of the assets of the Company or its affiliates.

Assignment. This Agreement and the rights granted hereunder shall not be assigned in whole or in part, either voluntarily, by operation of law or otherwise, without the prior written consent of both Parties, except that his Agreement may be assigned to Affiliates of a Party without prior written consent from the other Party. Any attempt to make an assignment without the consent required hereunder shall be null and void and may be treated by the other Party as a breach of a material provision of this Agreement.

Assignment. This Agreement is a personal contract, and the rights and interest of Executive hereunder may not be sold, transferred, assigned, pledged or hypothecated. Except as otherwise may be herein expressly provided, this Agreement shall inure to the benefit of and be binding upon Employer and its successors and assigns.

Assignment. This Agreement shall not be assignable by any party, except by the Employer to any affiliated company or to any successor in interest to its businesses.

Assignment. The Employee cannot assign his/her interest in this Agreement.

Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided that either party may transfer or assign this Agreement, in whole or in part, to an Affiliate, or in connection with a merger, consolidation, or a sale or transfer of all or substantially all of the assets to which this Agreement relates, provided that all obligations of such party are assumed by the assignee. Any assignment or transfer in violation of this [Section 9.1] shall be void. This Agreement shall inure to the benefit of, and be binding upon, the legal representatives, successors and permitted assigns of the Parties. In the event that ​, Spero or any of its Affiliates or successors, is acquired ​, the Parties agree that if, at the time of such acquisition, Spero, or any of its Affiliates or successors, is continuing to research, develop or commercialize one or more Licensed Compounds or Licensed Products, then ​.

Assignment. This Agreement may not be assigned, transferred, or subcontracted, in whole or in part, by Consultant without the prior written consent of Dynavax. Any purported assignment by Consultant without such consent will be null and void. Dynavax may assign this Agreement without Consultant’s consent.

Assignment. This Agreement is not assignable except by operation of law.