Contract Transfer and/or Assignment Clause Samples

Contract Transfer and/or Assignment. To the extent requested by MorphoSys in writing within [***] calendar days following the applicable termination notice, COMPANY shall (and ensure that its Affiliates or Sublicensees) transfer and/or assign to MorphoSys or, if so requested by MorphoSys, to Xencor all or specific licenses, manufacturing agreements and other contracts specific to Licensed Antibody and Products (including clinical trial, Manufacturing agreements, sublicensing and Distribution agreements with respect thereto), to the extent such licenses and other contracts are in effect as of the date of such termination and such transfer and/or assignment is permitted under the contract. COMPANY shall (and ensure that its Affiliates or Sublicensees) provide copies for review, but only to the extent permitted under such contracts, to enable MorphoSys and/or Xencor to make such decision within [***] calendar days after the applicable termination notice. To the extent that any such agreement or contract is not assignable by COMPANY (or Affiliate or Sublicensee), upon the request of MorphoSys, COMPANY shall (and ensure that its Affiliates or Sublicensees) cooperate in good faith and use diligent efforts to allow MorphoSys or any Affiliate or Third Party designated by MorphoSys to obtain and to enjoy the benefits of such agreement in the form of a license or other right to the extent COMPANY (or Affiliate or Sublicensee) has the right and ability to do so.