Assignment by Licensee. Licensee cannot Assign this Agreement without the prior written consent of Caltech, except that Licensee may Assign this Agreement without the prior written consent of Caltech to any Affiliate or any successor of, or purchaser of substantially all of, the assets or operations of its business to which this Agreement pertains. Any permitted Assignee shall succeed to all of the rights and obligations of Licensee under this Agreement.
Assignment by Licensee. The rights to be granted hereunder are specific to Licensee and shall not be assigned, sublicensed, or otherwise transferred by Licensee to any other party, without the prior written consent by Licensor. However, Licensor consents to a one-time assignment by Licensee if Licensee merges, consolidates, or transfers all or substantially all of its assets to a Third Party during the Term of this Agreement, which assignment shall be subject to a one-time assignment fee of US Dollar […***…] paid by Licensee to Licensor.
Assignment by Licensee. (a) Licensee may assign or transfer this Agreement and/or any of the rights granted under Clause 1.1 of this Agreement to any:
Assignment by Licensee. Subject to Section 13.1 (c) and (d), Licensee may assign this Agreement as part of a sale, regardless of whether such a sale occurs through an asset sale, stock sale, merger or other combination, or any other transfer of (i) Licensee's entire business; or (ii) that part of Licensee’s business that exercises all rights granted under this Agreement.
Assignment by Licensee. This Agreement cannot be assumed or assumed and assigned by a trustee or debtor-in-possession in bankruptcy as set forth in Section 365(c)(1) of the United States Bankruptcy Code or any similar provisions of state or federal law. In addition, this Agreement shall not be assigned or transferred by Licensee without the Licensor’s express written consent (which consent shall be in Licensor’s sole discretion), except that Licensee may assign or transfer this Agreement without Licensor’s consent in connection with the sale or transfer of all or substantially all of Licensee’s business to which this Agreement relates, stock or assets (whether by merger, acquisition or otherwise). Any assignment or transfer or attempted assignment or transfer of this Agreement (except as permitted under this Section 9.1) shall be void ab initio and result in the immediate and automatic termination of this Agreement without any requirement of notice or other action by Licensor. In the event of an internal reorganization or spin- * Confidential Treatment Requested by Celera Corporation* HIGHLY CONFIDENTIAL EXECUTION VERSION off of all or substantially all of Licensee’s research products-related business, Licensee’s human diagnostics-related business and/or Licensee’s nucleic acid analysis-related business resulting in any or all of such businesses being conducted through a separate company or separate companies (“Spin-Off”), then Licensee shall elect which of such companies shall continue to have all rights, benefits and obligations of Licensee under this Agreement (including all licenses and covenants not to xxx granted by Licensor), up to a maximum of two (2) licensees. Subject to the foregoing in this Section 9.1, any such resulting licensee shall not have the right to further transfer any of its rights, benefits or obligations under this Agreement.
Assignment by Licensee. Licensee may assign or transfer its rights and obligations under this Agreement without Licensor’s prior consent as collateral for financing, to an affiliate of Licensee or in connection with any merger, consolidation or sale of substantially all of the assets of, or equity interests in, Licensee. Upon the request of Licensee or its financing parties, Licensor shall execute a reasonable and customary consent and agreement in a form reasonably requested by Licensee or its lender, such consent not to be unreasonably withheld, conditioned or delayed. Licensee shall provide timely notice to Licensor of Licensee’s assignment or transfer pursuant to this Section 6(b).
Assignment by Licensee. Licensee may assign the FCC License to any entity that is eligible under FCC Rules to hold the FCC License, who is reasonably acceptable to Clearwire and who assumes Licensee's prospective obligations under this Agreement, whereupon Licensee shall be forever relieved of such prospective obligations. If FCC consent to the assignment of the De facto Transfer Authorization is required for the rights of Licensee hereunder to be assigned to such proposed assignee, the Parties shall promptly join with the proposed assignee in seeking such consent and shall cooperate in prosecuting such consent application. Clearwire and Licensee agree that it is reasonable for Clearwire to reject a proposed assignee where the proposed assignee or its affiliate competes with Clearwire's offering over EBS or BRS spectrum. In the event that Licensee desires to assign its FCC License to another entity, Licensee shall inform Clearwire in writing of the identity of such entity and within twenty (20) days of such notice Clearwire shall inform Licensee in writing of whether Clearwire consents to such assignment or refuses to consent to such assignment and, if it refuses, the reason(s) it is relying upon for such refusal. Notwithstanding the foregoing, Licensee may, without the prior consent of Clearwire: (1) assign any of its rights under this Agreement as collateral and (2) sell, assign, sublease, delegate or transfer this Agreement or any of its rights or obligations hereunder to any of Licensee's affiliates controlled by or under common control with Licensee.
Assignment by Licensee. With respect to Licensee's obligations hereunder, this License Agreement is personal, being entered into in reliance upon and in consideration of the singular personal skill and qualifications of Licensee, and the trust and confidentiality reposed in Licensee by Licensor. Therefore, neither Licensee's interest in this Agreement nor any of its rights or privileges hereunder may be assigned, sold, transferred, shared, redeemed, sublicensed or divided, voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise, in any manner, without the prior written consent of Licensor. Any actual or attempted assignment, transfer or sale of this Agreement, or any interest therein, or of the Franchised Business made or accomplished in violation of the terms of this Article VII shall be null and void and shall constitute an incurable breach of this Agreement by Licensee, and, in that event, this Agreement shall automatically terminate without further notice.
Assignment by Licensee. Licensee may assign or otherwise transfer its rights under this Agreement to a third party, Affiliate or Sublicensee in the PRC or Hong Kong, provided that such entity is competent to perform the tasks described herein. Licensee’s right to assign or transfer its rights under this Agreement may be made by a lump sum sale to a third party or Affiliate buyer without royalty obligations for Net Profits after the date of the assignment or transfer. In consideration of this right to assign or transfer Licensee will pay Licensor [ * ]% in U.S. dollars of any amount that the assignee or transferee pays to Licensee, before the completion of any Phase II clinical trial, [ * ]% before the completion of any Phase III clinical trial and [ * ]% after completion of any Phase III clinical trial. The value of the rights transferred by Licensee hereunder will be determined by mutually agreed market estimates at the time of a proposed assignment or transfer. This right of assignment or transfer is subject to a right of first refusal by Licensor to accept the terms of Licensee’s proposed assignment or transfer, which right must be exercised in writing within six months from the date that Licensee notifies Licensor in writing that it intends to assign or transfer its rights hereunder. Any other assignment or transfer by Licensee not in accordance with these terms will be void, unless mutually agreed upon in writing.
Assignment by Licensee. The Licensee hereby sells, assigns, and transfers to Titan its entire, worldwide right, title, and interest in and to all "new works" or "derivative works" heretofore or hereafter created using the Intellectual Property, including, but not limited to, the copyrights thereon. If parties who are not employees of the Licensee living in the United States make or have made any contribution to the creation of a "new work", so that such parties might be deemed to be "authors" of such "new work" as that term is used in present or future United States copyright statutes, the Licensee agrees to obtain from such parties a comparable full assignment of rights so that the foregoing assignment by the Licensee vests in Titan full rights in the "new work", free of any claims, interests, or rights of other parties. The Licensee agrees not to permit any of its employees to obtain or reserve by oral or written employment agreements any rights as "authors" of such "new works". At Titan's request, the Licensee agrees to furnish Titan with full information concerning the creation of "new works" and with copies of assignments of rights obtained form other parties.
