Assignment by Chiron Clause Samples

Assignment by Chiron. Notwithstanding any other provision in this Agreement to the contrary, Chiron may not sell, assign, sublicense or otherwise transfer this Agreement, the Supply Agreement or any of its rights or obligations under this Agreement or the Supply Agreement without the prior written consent of Cubist (which consent may be withheld or delayed by Cubist in its absolute discretion), except for any sale, assignment, sublicense or other transfer that is effected in strict compliance with the provisions set forth below in this Section 15.6(b) and Section 15.6(c) which shall not require or be conditioned upon any consent by Cubist to any such sale, assignment, sublicense or other transfer. At any time from and after [*], Chiron may sell, assign, sublicense or otherwise transfer this Agreement and the Supply Agreement and all (but not less than all) of its rights and obligations under this Agreement and the Supply Agreement (collectively, the “Chiron Interest”) to any Reasonable Buyer without having to obtain the consent of Cubist to any such sale, assignment, sublicense or other transfer; provided, however, that (i) prior to any such sale, assignment, sublicense or other transfer of the Chiron Interest, such Reasonable Buyer has expressly agreed in writing to assume the * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION performance of any and all obligations of Chiron under this Agreement and the Supply Agreement, and (ii) Chiron shall have given Cubist at least [*] advance notice of any such sale, assignment, sublicense or other transfer; and, provided, further, that, if and to the extent applicable, all of the conditions set forth in Section 15.6(c) below are satisfied. Notwithstanding the foregoing provisions of this Section 15.6(b), in the event that Cubist enters into a definitive agreement with any Third Party granting to such Third Party any Commercialization rights with respect to any Licensed Product in the United States, then at any time on or prior to [*] any such definitive agreement between Cubist and such Third Party, Chiron may sell, assign, sublicense or otherwise transfer the Chiron Interest to any Third Party without having to obtain the consent of Cubist; provided, however, that as a part of the consummation of such sale, assignment, sublicense or other transfer of the Chiron Interest, such Third Party has expressly agreed in writing to assume the performance of any and all obligations of Chiron under this Agre...
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Related to Assignment by Chiron

  • Assignment by Owner 51 Section 12.11

  • Assignment by Company The Company may assign its rights under this Agreement to an affiliate, and an affiliate may assign its rights under this Agreement to another affiliate of the Company or to the Company; provided, however, that no assignment shall be made if the net worth of the assignee is less than the net worth of the Company at the time of assignment. In the case of any such assignment, the term "Company" when used in a section of this Agreement shall mean the corporation that actually employs the Employee.

  • Assignment by Seller The Seller shall have the right, upon notice to but without the consent of the Servicer, to assign, in whole or in part (but exclusive of the Servicer’s rights and obligations as owner of the servicing rights relating to the Mortgage Loans), its interest under this Agreement to the Depositor, which in turn shall assign such rights to the Trustee, and the Trustee then shall succeed to all rights of the Seller under this Agreement. All references to the Seller in this Agreement shall be deemed to include its assignee or designee and any subsequent assignee or designee, specifically including the Trustee.

  • Assignment by Buyer Buyer shall have the right to assign this Agreement to any third party or parties and no consent on the part of Seller shall be required for such assignment, provided however, that any such assignment shall not relieve Buyer of its liabilities and obligations hereunder.

  • Assignment by Purchaser The Purchaser shall have the right, without the consent of the Company but subject to the limit set forth in Section 2.02 hereof, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment and Assumption Agreement and the assignee or designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee.