Assignment

Consultant may not assign this Agreement without the prior written permission of Altair.

None of the parties hereto shall assign this Agreement or the rights and obligations hereunder, in whole or in part, without the prior written consent of Apollo; provided, however, that, without obtaining such consent, Apollo may assign this Agreement or its rights and obligations hereunder to (i) any of its partners or members or their affiliates or any person who controls Apollo; or (ii) any investment fund, investment account or investment entity whose investment manager, investment advisor or partner, or any principal or beneficial owner of any of the foregoing, is any person identified in clause (i) above. Subject to the foregoing, this Agreement will be binding upon and inure solely to the benefit of the parties hereto and their respective successors and assigns, and no other person shall acquire or have any right hereunder or by virtue hereof.

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including without limitation all Service Orders), without the other party's consent to its Affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the

This Agreement will not be assignable, in whole or in part, by either party without the prior written consent of the other party, except that the Company may, without the consent of Executive, assign its rights and obligations under this Agreement (1) to an Affiliate or (2) to any corporation or other person or business entity to which the Company may sell or transfer all or substantially all of its assets; provided, however, that the Company's assignment of rights may only take place if the assignee accepts and agrees to all of the obligations to Executive under this Agreement. After any such assignment by the Company, the Company will be discharged from all further liability hereunder and such assignee will thereafter be deemed to be 'the Company' for purposes of all terms and conditions of this Agreement, including this Section 7. For the avoidance of doubt, in the event of Executive's death, all payments and obligations to Executive shall be paid to Executive's estate.

Company may assign this Agreement to any successor, affiliate or third party without obtaining the consent of Employee.

Tenant may assign this Lease to a third party with Landlord's prior written consent, which shall not be unreasonably withheld. Any assignment shall be subject to the condition that the assignee assumes all of Tenant's obligations under this Lease, has no adverse effects upon Tenant's continued occupancy of the Premises, and provides that such assignee will not disturb Tenant's possession of the Premises and rights under the Lease (so long as Tenant is not in default beyond any applicable notice or cure period).

(e)Assignment. No Party may assign, transfer, or delegate any or all of its rights or obligations under this Termination Agreement without the prior written consent of the other Parties; provided, however, that any Party may assign this Termination Agreement to an heir or a successor-in-interest by consolidation, merger, or operation of law or to a purchaser of all or substantially all of the Party's assets. No assignment will relieve the assigning Party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing will be null and void. This Termination Agreement will inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.

This Agreement may not be assigned by the Company without the prior written consent of Manager, which consent may be granted or withheld in the sole and absolute discretion of Manager. For the avoidance of doubt, subject to any required regulatory approval, Manager may freely assign this Agreement and its rights hereunder, including, without limitation, in connection with a sale of substantially all of Manager's assets or membership interests to a third party. This Agreement will inure to the benefit of and be binding on the Parties, their respective heirs, legal representatives, successors and assigns.

The registration rights under this Agreement may be transferred or assigned by any Investor to an Affiliate or any transferee or assignee of its Company Securities representing one percent (1%) or more of the issued share capital of the Company.

This Agreement may not be assigned by the Company without the prior written consent of Manager, which consent may be granted or withheld in the sole and absolute discretion of Manager. For the avoidance of doubt, subject to any required regulatory approval, Manager may freely assign this Agreement and its rights hereunder, including, without limitation, in connection with a sale of substantially all of Manager's assets or membership interests to a third party. This Agreement will inure to the benefit of and be binding on the Parties, their respective heirs, legal representatives, successors and assigns.

No assignment of this Agreement or of any rights or obligations hereunder may be made by (i) any Selling Shareholder, directly or indirectly (by operation of law or otherwise), without the prior written consent of the Purchaser, and (ii) the Purchaser directly or indirectly (by operation of law or otherwise), without the prior written consent of the Selling Shareholders, and any attempted assignment in violation of this Section 9.8 shall be void; provided, that the Purchaser may assign its rights and obligations under this Agreement to any of its Affiliates.

Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Employee, his beneficiaries or legal representatives without the prior written consent of the Company. This Agreement shall inure to the benefit of and be enforceable by the Employee's legal personal representative.

Executive agrees to assign, and upon development by Executive of any element of intellectual property does automatically assign, to the Companies, ownership of all United States and international copyrights, patents, and other intellectual property rights in each Development. Executive shall cooperate with the Companies in obtaining, maintaining, and enforcing all intellectual property rights relating to Developments, as the Companies deems necessary or appropriate. This assignment is undertaken in part as a contingency against the possibility that any such Development, by operation of law, may not be considered a work made for hire by Executive for the Companies. Executive also hereby waives all claims to moral rights in any Developments.

No interest of any Participant, or Beneficiary under this Plan and no benefit payable hereunder shall be assigned as security for a loan, and any such purported assignment shall be null, void and of no effect, nor shall any such interest or any such benefit be subject in any manner, either voluntarily or involuntarily, through court order or otherwise, to anticipation, sale, transfer, assignment or encumbrance by or through any Participant or Beneficiary. The Company may assign any or all of its liabilities under this Plan in connection with any restructuring, recapitalization, sale of assets or other similar transactions affecting a Participating Employer without the consent of the Participant.

Assignment Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of the Buyer herein shall not be assigned or transferred in any manner, and any attempted assignment or transfer in contravention of the provisions of this Clause shall be void and of no force or effect.

This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors, and legal representatives of Executive upon Executive's death, and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, 'successor' means any person, firm, corporation, or other business entity which at any time, whether by purchase, merger, or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance, or other disposition of Executive's right to compensation or other benefits will be null and void.

This Agreement may not be assigned or otherwise transferred by either party without the written consent of the other party except that either party without such consent may assign this Agreement (in whole or in part) (i) in connection with the transfer or sale of all or substantially all of its business assets to which this Agreement relates to a Third Party, (ii) in the event of its merger or consolidation with another company or (iii) to an Affiliate. Any purported assignment in violation of this clause shall be void. Any permitted assignee shall assume all the obligations of its assignor under this Agreement. No assignment shall relieve either party of its responsibility for the performance of any obligation that such party has accrued hereunder as of the date of assignment.

Aligos may assign this Agreement and the rights and obligations acquired under it with written consent from Emory, except in the case of a merger or sale of substantially all of Aligos' stock or assets, in which case written notice to Emory is required. Emory may assign this Agreement to any nonprofit corporation that promotes the research purposes of Emory and has the right to grant the licenses contained herein.

No party may assign any of its respective rights or obligations hereunder or the benefit of this Agreement, save that the New Lessor may assign any of its rights or the benefit of this Agreement in accordance with article 24 of the Novated Lease.

No interest of any Participant, spouse or Beneficiary under this Plan and no benefit payable hereunder shall be assigned as security for a loan, and any such purported assignment shall be null, void and of no effect, nor shall any such interest or any such benefit be subject in any manner, either voluntarily or involuntarily, to anticipation, sale, transfer, assignment or encumbrance by or through any Participant, spouse or Beneficiary. Notwithstanding anything to the contrary herein, however, the Committee has the discretion to make payments to an alternate payee in accordance with the terms of a domestic relations order (as defined in Code Section 414(p)(1)(B)).

9.6 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, which consent will not be unreasonably withheld.