Additional Covenants of Hansoh. Hansoh hereby covenants to Silence that it will not (a) license, sell, assign or otherwise transfer Xxxxxx Background IP, Hansoh Research IP or Hansoh China Product Development IP in a manner that conflicts with the rights granted to Silence hereunder, or (b) permit to exist or grant to any Third Party, with respect to any Hansoh Background IP, Hansoh Research IP or Hansoh China Product Development IP, any lien, encumbrance, charge, security interest, mortgage, liability, or other restriction (including in connection with any indebtedness) (each a “Third Party Restriction”) which materially conflicts with the rights granted to Silence hereunder, provided always that (x) nothing in parts (a) or (b) of this Section 13.5 shall prevent Xxxxxx from entering into any transaction that is subject to Silence’s rights under this Agreement and (y) in the event that a Third Party Restriction which materially conflicts with the rights granted to Silence is imposed on Xxxxxx (as opposed to being granted by Xxxxxx) by operation of law or otherwise, Xxxxxx’s sole obligation shall be to use such efforts as would be commercially reasonable (taking into account all relevant factors including the nature of the third party right, the consequences to Xxxxxx and Silence and the cost and benefit of such efforts) to have such Third Party Restriction removed.
