Common use of Binding Effect; Assignment; Sub-Licensing Clause in Contracts

Binding Effect; Assignment; Sub-Licensing. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by a Party without the prior written consent of the other Party in its sole discretion. For purposes of this Section 6.6 and Section 6.7, a change in control, merger or reorganization of a party shall constitute an “assignment” hereunder, regardless of whether the Party hereto survives such transaction. In addition, Licensee may not sublicense, encumber or pledge any or all of its rights hereunder to use the Licensor Intellectual Property without the prior written consent of Licensor. Notwithstanding the foregoing, Licensor may assign this Agreement, together with all rights, interests, and obligations hereunder, without the prior written consent of Licensee, if the assignment is to (a) an entity in which Licensor has a majority ownership and right of control, (b) any successor entity to Licensor in connection with a merger, reorganization, divestiture, consolidation, or other corporate restructuring of Licensor, or (c) any purchaser of substantially all of Licensor’s assets, provided that any such successor entity or purchaser is not a Disqualified Institution as set forth in Exhibit A hereof (collectively, a “Permitted Assignment”). In addition, Licensor may, in the event of any foreclosure or other enforcement action under any documents evidencing indebtedness of Licensor, assign its rights hereunder to any transferee or representative of the holders of such indebtedness which acquires all or substantially all the assets or equity interests in Licensor as a result of such enforcement action and such foreclosure action shall also constitute a Permitted Assignment. In the event of a Permitted Assignment, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, and any permitted assignee must assume the assigning Party’s obligations herein in writing. Any purported transaction in violation of the foregoing will be void. For clarity, the foregoing does not prevent either Party from granting a security interest in its rights under this Agreement, provided that any assignment to any party under such security agreement must comply with the foregoing.

Binding Effect; Assignment; Sub-Licensing. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by a Party without the prior written consent of the other Party in its sole discretion. For purposes of this Section 6.6 7.6 and Section 6.77.7, a change in control, merger or reorganization of a party Party shall constitute an “assignment” hereunder, regardless of whether the Party hereto survives such transaction. In addition, Licensee may not sublicense, encumber or pledge any or all of its rights hereunder to use the Licensor Intellectual Property without the prior written consent of Licensor. Notwithstanding the foregoing, Licensor may assign this Agreement, together with all rights, interests, and obligations hereunder, without the prior written consent of Licensee, if the assignment is to (a) an entity in which Licensor has a majority ownership and right of control, (b) any successor entity to Licensor in connection with a merger, reorganization, divestiture, consolidation, or other corporate restructuring of Licensor, or (c) any purchaser of substantially all of Licensor’s assets, provided that any such successor entity or purchaser is not a Disqualified Institution as set forth in Exhibit A hereof (collectively, a “Permitted Assignment”). In addition, Licensor may, in the event of any foreclosure or other enforcement action under any documents evidencing indebtedness of Licensor, assign its rights hereunder to any transferee or representative of the holders of such indebtedness which acquires all or substantially all the assets or equity interests in Licensor as a result of such enforcement action and such foreclosure action shall also constitute a Permitted Assignment. In the event of a Permitted Assignment, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, and any permitted assignee must assume the assigning Party’s obligations herein in writing. Any purported transaction in violation of the foregoing will be void. For clarity, the foregoing does not prevent either Party from granting a security interest in its rights under this Agreement, provided that any assignment to any party under such security agreement must comply with the foregoing.