Assignment; Change of Control. 10.3.1 Except as provided in this Section 10.3, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party, such consent not be unreasonably withheld. Any permitted assignee under this Agreement shall assume in writing all assigned obligations of its assignor under this Agreement. All validly assigned rights of a Party shall inure to the benefit of and be enforceable by, and all validly assigned obligations of such Party shall be binding on and enforceable against, each permitted assignee of such Party; provided that such Party shall remain jointly and severally liable for the performance of the assigned obligations under this Agreement. Any attempted assignment not in accordance with this Section 10.3 shall be void.
10.3.2 Astellas may, without Ambit’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to an Astellas Affiliate, or to Astellas’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates. In addition, Astellas may, without Ambit’s consent, perform any or all of its obligations and exercise any or all of its rights under this Agreement through any of Astellas’s Affiliates.
10.3.3 Ambit may, without Astellas’s consent, assign this Agreement and all its rights and obligations hereunder in whole (but not in part) to Ambit’s successor in interest (whether by acquisition, merger, reorganization, restructuring, asset purchase or otherwise) to all or substantially all the business or assets to which this Agreement relates; provided, however, that Ambit shall notify Astellas promptly upon the completion of any such transaction. Further, upon any Change of Control of Ambit, Astellas shall have the right, at its sole discretion upon thirty (30) days prior written notice at any time within three (3) months after completion of such a Change of Control of Ambit, to exercise one or more of the following options:
(a) Terminate any existing Co-Promotion Option that has not been exercised prior to the date of such Astellas termination;
(b) Terminate any existing Co-Promotion Agreement, provided however that in the event of a termination of any applicable Co-Promotion Agreement existing as of the date of Astellas’s termination in accordance with t...
Assignment; Change of Control. Except as set forth in Section 3.15(k) of the Company Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby, will not result in the loss or impairment of, or give rise to any right of any third party to terminate or alter, any of the Company's or any of its subsidiaries' rights to own any of its Intellectual Property or their respective rights under any Inbound License Agreement or Outbound License Agreement, nor require the consent of any Governmental Authority or third party in respect of any such Intellectual Property.
Assignment; Change of Control. The execution, delivery and ----------------------------- performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby, will not result in the loss or impairment of, or give rise to any right of any third party to terminate, any of the Company's or any of its subsidiaries' rights to own any of its Intellectual Property or their respective rights under the License Agreements, nor require the consent of any Governmental Authority or third party in respect of any such Intellectual Property.
Assignment; Change of Control. Neither party may, or shall have the power to, assign this Agreement without the prior written consent of the other; provided, however, that either party may assign its rights and obligations under this Agreement without the approval of the other party to any subsidiary or Affiliate or successor in connection with a Change of Control Event; provided, that in no event shall such assignment relieve such party of its obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding on the parties hereto and their respective successors and assigns.
Assignment; Change of Control. The Contractor shall make no assignment, transfer, or other conveyance of the rights, duties or obligations of the Contract without the prior written consent of the Department. This provision includes the reassignment of the Contract due to change in ownership of the Contractor. Any assignment shall be made explicitly subject to all defenses, setoffs or counter claims that would have been available to the Department against the Contractor in the absence of such assignment. All terms, provisions and conditions of the Contract shall be binding upon the parties and their respective successors and assignees.
Assignment; Change of Control. 22.1 This AGREEMENT is binding upon, and will inure to the benefit of, REGENTS, its successors and assigns. LICENSEE may assign or transfer this AGREEMENT only with the prior written consent of REGENTS. The prior written consent of REGENTS will not be required if the assignment or transfer of this AGREEMENT is in conjunction with a bona fide arms’ length transaction involving a CHANGE of CONTROL, so long as LICENSEE is in good standing with its obligations under this AGREEMENT and REGENT is legally, contractually, and, per its policies, able to enter into an agreement with such assignee. In any assignment or transfer of this AGREEMENT or CHANGE of CONTROL, the conditions (a)-(c) below must be timely met: for reference only
(a) provide REGENTS written notice identifying the proposed acquirer’s or successor entity’s name and contact information prior to any such assignment or transfer;
(b) provide REGENTS with a written agreement signed by the proposed acquirer or successor entity agreeing to be bound by all of the provisions of this AGREEMENT, as well as assume all responsibilities and liabilities that arose under this AGREEMENT prior to the effective date of the proposed assignment, as if such acquirer or successor entity were the original LICENSEE within thirty (30) days after any such assignment or transfer; and
(c) pay to REGENTS an assignment/change of control fee of [Written amount] ($Number) (“ASSIGNMENT/CHANGE of CONTROL FEE”) within thirty (30) days after any such assignment or transfer.
22.2 For avoidance of doubt, the requirements (a) – (c) above are triggered when the LICENSEE is acquired but remains a subsidiary such that no assignment occurs. Any attempted assignment or transfer by LICENSEE other than in accordance with this Article will be null and void.
Assignment; Change of Control. Neither party may assign this Agreement, in whole or in part, without the other party’s written consent (which will not be unreasonably withheld). In the event of a change of control, merger, reorganization or sale of all, or substantially all, of one party’s assets to a third party, the other party may terminate the agreement upon 10 days’ prior written notice at any time after the closing of such transaction. For the purposes hereof, a “change of control” shall mean a transaction in which the shareholders of a party prior to the closing do not retain majority ownership of the party after the closing of such transaction.
Assignment; Change of Control. Except as provided in this Section 10.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party. […***…].
Assignment; Change of Control. Customer shall not assign its obligations under the Agreement, nor delegate or subcontract any performance, nor agree on or allow a change of control, without Miraclon’s prior written consent, which consent shall not be unreasonably withheld. Miraclon may assign all or part of its rights and obligations under the Agreement in connection with a sale of the business or assets to which this Agreement relates or in relation to the sales/licensing/supply of the Products, or sub-contract its obligations or carry out its obligations through its affiliates without restriction.
Assignment; Change of Control. Except as provided in this Section 10.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party. Notwithstanding the foregoing, either Party may, without the other Party’s consent, assign this Agreement and its rights and obligations hereunder in whole or in part to (i) an Affiliate or (ii) in connection with a Change of Control; provided, however, that Ambrx must notify Agensys at least twenty (20) days prior to completion of any such Change of Control, and Agensys shall have the right (in its discretion), at any time after receipt of such notice, to elect any one or more of the following options: (i) terminate the Research Program in compliance with Section 2.8.2 (and Ambrx shall reimburse Agensys for any uncredited fees paid by Agensys pursuant to the Research Program), (ii) require Ambrx, including its acquiring party, to adopt reasonable procedures to be agreed upon in writing with Agensys to prevent the disclosure of all Confidential Information of Agensys and its Affiliates and other information with respect to the development and commercialization of Compounds or Products (the “Sensitive Information”) beyond Ambrx personnel having access to and knowledge of Sensitive Information prior to the Ambrx Change of Control, and to control the dissemination of Sensitive Information disclosed after the Ambrx Change of Control, which procedures shall include reasonable restrictions on the scope of any Sensitive Information to be provided by Agensys; (iii) terminate Ambrx’s involvement on the JPT; and/or (iv) terminate the Agreement in its entirety pursuant to Section 8.2. Any permitted assignee shall assume all obligations of its assignor under this Agreement. This Agreement is binding upon the permitted successors and assigns of the Parties. Any attempted assignment not in accordance with this Section 10.2 shall be void.
