Common use of ASSIGNMENT/SUBCONTRACT Clause in Contracts

ASSIGNMENT/SUBCONTRACT. 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. Any permitted successor or assignee of rights and/or obligations hereunder shall, in writing to the other Party, expressly assume performance of such rights and/or obligations. Notwithstanding the foregoing, each Party may assign this Agreement and its rights and obligations hereunder without such consent to an Affiliate, or to a Third Party in connection with the transfer or sale of all or substantially all of its business to which this Agreement relates, whether by merger, sale of stock, sale of assets or otherwise, provided that in the event of such a transaction with a Third Party, intellectual property rights of such Third Party shall not be included in the intellectual property rights licensed under this Agreement to the extent such intellectual property rights would not have been licensed under this Agreement in the absence of such transaction. Other than regulatory activities, Genoptix may not subcontract or otherwise delegate its obligations under this Agreement without Ambit’s prior written consent. Any assignment or attempted assignment by either Party in violation of the terms of this Section 14.5 shall be null, void and of no legal effect.

ASSIGNMENT/SUBCONTRACT. 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. Any permitted successor or assignee of rights and/or obligations hereunder shall, in writing to the other Party, expressly assume performance of such rights and/or obligations. Notwithstanding the foregoing, each Party may assign this Agreement and its rights and obligations hereunder without such consent to an Affiliate, or to a Third Party in connection with the transfer or sale of all or substantially all of its business to which this Agreement relates, whether by merger, sale of stock, sale of assets or otherwise, provided that in the event of such a transaction with a Third Party, intellectual property rights of such Third Party shall not be included in the intellectual property rights licensed under this Agreement to the extent such ***Confidential Treatment Requested intellectual property rights would not have been licensed under this Agreement in the absence of such transaction. Other than regulatory activities, Genoptix may not subcontract or otherwise delegate its obligations under this Agreement without Ambit’s prior written consent. Any assignment or attempted assignment by either Party in violation of the terms of this Section 14.5 shall be null, void and of no legal effect.