Common use of Assignment by Licensee Clause in Contracts

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. 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 [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. 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.