(b) In the event the Company conveys, transfers or leases its properties and assets substantially as an entirety in accordance with the terms and conditions of this Section 5.1, the Company and the Surviving Person shall be jointly and severally liable for the payment of the CVR Payment Amount and the performance of every duty and covenant of this Agreement on the part of the Company to be performed or observed.
Section 5.2 Successor Substituted. Upon any consolidation of or merger by the Company with or into any other Person, or any conveyance, transfer or lease of the properties and assets substantially as an entirety to any Person in accordance with Section 5.1, the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if the Surviving Person had been named as the Company herein, and thereafter the predecessor Person shall be relieved of all obligations and covenants under this Agreement and the CVRs.
Section 5.3 Transfer of Underlying Rights. Notwithstanding anything to the contrary, so long as the CVRs remain outstanding, the Company and its Affiliates may, directly or indirectly, by a sale or swap of assets, merger, reorganization, joint venture, lease, license or any other transaction or arrangement, sell, transfer, convey or otherwise dispose of their respective rights in and to the drug ficlatuzumab to any Person without the consent of any Holder. Pursuant to Section 2.4, Holders shall have a right to the proceeds of such transaction, including without limitation any ongoing royalty rights, stock payments or cash payments. At such time as no other proceeds are potentially payable, then this Agreement shall terminate following the final disbursement of any CVR Payment Amount as a result of such transaction.
OTHER PROVISIONS OF GENERAL APPLICATION
Section 6.1 Notices to the Company. Any request, demand, authorization, direction, notice, consent, waiver or other document provided or permitted by this Agreement shall be sufficient for every purpose hereunder if in writing and delivered personally, or sent by email or sent by certified or registered mail (return receipt requested and first-class postage prepaid) or sent by a nationally recognized overnight courier (with proof of service), addressed as follows, and shall be deemed to have been given upon receipt, if to the Company, addressed to it at 2970 Wilderness Place, Suite 100, Boulder, CO 80301, or at any other address furnished in writing to the Holders by the Company in accordance with this Article VI.
Section 6.2 Notice to Holders. Where this Agreement provides for notice to Holders, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and emailed or mailed, first-class postage prepaid, to each Holder affected by such event, at his, her or its address as it appears in on Exhibit A hereto, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by email or mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.