Common use of Assignment and Sublicense Clause in Contracts

Assignment and Sublicense. Neither this Agreement nor any rights and obligations of Licensee hereunder may be assigned or sublicensed by Licensee; provided, however, that Licensee may, without consent, and upon prior written notice to Licensor, (a) assign this Agreement or sublicense, solely within the scope of the License, the rights granted hereunder, in whole or in part, to an Affiliate of Licensee or (b) assign this Agreement, in whole or in part, to a non-Affiliate purchaser or non-Affiliate transferee of all or part of a Facility, provided further, that in no event may the non-Affiliate assignee or transferee use any of the Retained Licensed Intellectual Property in any business or activity other than that of the portion of the purchased or transferred Facility as operated as of the date of such assignment. Licensee shall be responsible for the activities of any sublicensee of Licensee as if the activities were directly those of Licensee. Any transfer or other disposition by Licensor or any of its Affiliates of any Retained Licensed Intellectual Property will be made subject to the terms of this Agreement. Licensor may freely assign this Agreement in whole or in part in connection with the transfer of all or any portion of its business to which this Agreement pertains. Subject to the preceding sentences of this Section 16, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

Assignment and Sublicense. Neither this Agreement nor any rights and obligations of Licensee hereunder may be assigned or sublicensed (subject to Section 2(b)) by Licensee; provided, however, that Licensee may, without consent, and upon prior written notice to Licensor, (a) assign this Agreement or sublicense, solely within the scope of the License, the rights granted hereunder (excluding such rights with respect to the Sublicensed Technology, for which no rights to grant sublicenses thereof or thereto are granted hereunder), in whole or in part, to an Affiliate of Licensee or (b) assign this Agreement, in whole or in part, to a non-Affiliate purchaser or non-Affiliate transferee of all or part of a Facility, provided further, that in no event may the non-Affiliate assignee or transferee use any of the Retained Licensed Intellectual Property Technology in any business or activity other than that of the portion of the purchased or transferred Facility as operated as of the date of such assignment. Licensee shall be responsible for the activities of any sublicensee of Licensee as if the activities were directly those of Licensee. Any transfer or other disposition by Licensor or any of its Affiliates Subsidiaries of any Retained Licensed Intellectual Property Technology will be made subject to the terms of this Agreement. Licensor may freely assign this Agreement in whole or in part in connection with the transfer of all or any portion of its business to which this Agreement pertains. Subject to the preceding sentences of this Section 1617, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties Parties hereto and their respective successors and permitted assigns.

Assignment and Sublicense. Neither this Agreement nor any rights and obligations of Licensee hereunder may be assigned or sublicensed (subject to Section 2(b)) by Licensee; provided, however, that Licensee may, without consent, and upon prior written notice to Licensor, (a) assign this Agreement or sublicense, solely within the scope of the License, the rights granted hereunder (excluding such rights with respect to the Licensed Copyrights, for which no rights to grant sublicenses thereof or thereto are granted hereunder), in whole or in part, to an Affiliate of Licensee or (b) assign this Agreement, in whole or in part, to a non-Affiliate purchaser or non-Affiliate transferee of all or part of a Facility, provided further, that in no event may the non-Affiliate assignee or transferee use any of the Retained Licensed Intellectual Property Copyrights in any business or activity other than that of the portion of the purchased or transferred Facility as operated as of the date of such assignment. Licensee shall be responsible for the activities of any sublicensee of Licensee as if the activities were directly those of Licensee. Any transfer or other disposition by Licensor or any of its Affiliates Subsidiaries of any Retained Licensed Intellectual Property Copyrights will be made subject to the terms of this Agreement. Licensor may freely assign this Agreement in whole or in part in connection with the transfer of all or any portion of its business to which this Agreement pertains. Subject to the preceding sentences of this Section 1614, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

Assignment and Sublicense. Neither this Agreement nor any rights and obligations of Licensee hereunder may be assigned or sublicensed by Licensee; provided, however, that Licensee may, without consent, and upon prior written notice to Licensor, (a) assign this Agreement or sublicense, solely within the scope of the License, the rights granted hereunder, in whole or in part, to an Affiliate of Licensee or (b) assign this Agreement, in whole or in part, to a non-Affiliate purchaser or non-Affiliate transferee of all or part of a Facilitybusiness or facility, provided further, that in no event may the non-Affiliate assignee or transferee use any of the Retained Transferred Licensed Intellectual Property in any business or activity other than that of the portion of the purchased or transferred Facility business or facility as operated as of the date of such assignment. Licensee shall be responsible for the activities of any sublicensee of Licensee as if the activities were directly those of Licensee. Any transfer or other disposition by Licensor or any of its Affiliates of any Retained Transferred Licensed Intellectual Property will be made subject to the terms of this Agreement. Licensor may freely assign this Agreement in whole or in part in connection with the transfer of all or any portion of its business to which this Agreement pertains. Subject to the preceding sentences of this Section 16, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.