Extract to table

3 of the Vertex MSA contains an anti-assignment clause providing that neither party may assign its rights or obligations under the agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed

3(b) further provides that a "Change of Control" of MedVance (defined to include any transaction or series of related transactions resulting in a change of more than 50% of the voting securities or equity interests of MedVance, or any merger, consolidation, or sale of all or substantially all assets) shall be deemed an assignment requiring Vertex Health Tech's prior written consent

1 of the Vertex MSA confirms that all intellectual property rights in and to the Vertex Health Tech platform, including all software, source code, object code, documentation, and related materials, are and shall remain the sole and exclusive property of Vertex Health Tech

3) under which MedVance must provide SouthPoint with 60 days' prior written notice of any change of control

Because the proposed Transaction constitutes a Change of Control as defined in the agreement, formal written consent must be obtained from Vertex Health Tech prior to closing