ASSIGNMENT; STRUCTURAL EVENTS Clause Samples

ASSIGNMENT; STRUCTURAL EVENTS. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Parties hereto; provided, however, that neither Party shall transfer or assign this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, each Party may assign this Agreement and its rights and obligations hereunder without such consent: (a) to a wholly-owned subsidiary; or (b) in connection with the transfer or sale of all or substantially all of the business of such Party to which this Agreement relates, whether by amalgamation, arrangement, merger, sale of shares, sale of assets or otherwise. In the event that CPDC forms, funds, spins-out, transfers assets to, or licenses technology to, or otherwise creates an entity with capabilities to provide services related to alpha particle emitting radiotherapeutics or directly research or develop alpha particle emitting radiotherapeutics, CPDC shall notify FUSION in writing in advance of any such change and, as a condition to any such change, shall cause such entity to confirm in writing to FUSION that it is bound by the applicable exclusivity provisions set forth in Section 3 ..