Common use of Binding Effect; Benefits; Assignment Clause in Contracts

Binding Effect; Benefits; Assignment. (a) This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective permitted successors and assigns. Nothing contained herein shall give to any other person any benefit or any legal or equitable right, remedy or claim. Anything to the contrary herein notwithstanding, each Party agrees that the right and obligations under this Agreement of the other Party may, from time to time, be exercised or performed, as the case may be, in whole or in part by Affiliates of such Party; provided, however, that neither GTS nor Ardent Sound will engage or otherwise use any other Affiliate of either or any Third Party to conduct the Development Services unless such Affiliates and Third Parties have entered into a prior written agreement with Licensors through which such Affiliates and Third Parties agree to protect any Confidential Information provided by GTS or Ardent Sound under obligations no less stringent than those provided in Sections 11.1 and 11.2, and to assign to Licensors all Intellectual Property Rights arising from such engagement. In [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. any case under Title 11 United States Code, Licensors consent to the assumption by Ulthera of this Agreement upon satisfaction of statutory conditions of such assumption. (b) This Agreement shall not be assignable by any Party without the prior written consent of the other Party, which shall not be unreasonably withheld, except that each Party shall be permitted to assign this entire Agreement without the other Party’s consent upon such Party’s Change of Control, or to an Affiliate or a Third Party acquiring all or substantially all of the assigning Party’s assets, voting stock or business to which this Agreement relates, in each case upon written notice to the other Party; provided, however, that in event of such an assignment that Licensors shall continue to perform Development Services until such Development Services are completed or terminated by Licensors in accordance with this Agreement. Any assignment of this Agreement by any Party, with or without any required consent of the other Party, shall be subject to the assignee(s) agreeing in writing to assume all of the benefits and obligations of this Agreement. For clarity, any and all rights under this Agreement (other than the covenants-not-to-xxx to New GTS Developments in the Field and to the Further GTS Developments for the Treatment of [***], which convert to a non-exclusive license for a Third Party Acquirer upon acquisition, as set forth in Section 2.1(e)(ii)) are assignable, licensable, or otherwise transferable.

Binding Effect; Benefits; Assignment. (a) This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective permitted successors and assigns. Nothing contained herein shall give to any other person any benefit or any legal or equitable right, remedy or claim. Anything to the contrary herein notwithstanding, each Party agrees that the right and obligations under this Agreement of the other Party may, from time to time, be exercised or performed, as the case may be, in whole or in part by Affiliates of such Party; provided, however, that neither GTS nor Ardent Sound will engage or otherwise use any other Affiliate of either or any Third Party to conduct the Development Services unless such Affiliates and Third Parties have entered into a prior written agreement with Licensors through which such Affiliates and Third Parties agree to protect any Confidential Information provided by GTS or Ardent Sound under obligations no less stringent than those provided in Sections 11.1 and 11.2, and to assign to Licensors all Intellectual Property Rights arising from such engagement. In [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. any case under Title 11 United States Code, Licensors consent to the assumption by Ulthera of this Agreement upon satisfaction of statutory conditions of such assumption. (b) This Agreement shall not be assignable by any Party without the prior written consent of the other Party, which shall not be unreasonably withheld, except that each Party shall be permitted to assign this entire Agreement without the other Party’s consent upon such Party’s Change of Control, or to an Affiliate or a Third Party acquiring all or substantially all of the assigning Party’s assets, voting stock or business to which this Agreement relates, in each case upon written notice to the other Party; provided, however, that in event of such an assignment that Licensors shall continue to perform Development Services until such Development Services are completed or terminated by Licensors in accordance with this Agreement. Any assignment of this Agreement by any Party, with or without any required consent of the other Party, shall be subject to the assignee(s) agreeing in writing to assume all of the benefits and obligations of this Agreement. For clarity, any and all rights under this Agreement (other than the covenants-not-to-xxx to New GTS Developments in the Field and to the Further GTS Developments for the Treatment of [***], which convert to a non-exclusive license for a Third Party Acquirer upon acquisition, as set forth in Section 2.1(e)(ii)) are assignable, licensable, or otherwise transferable. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.