Permitted Assignment by Illumina. Notwithstanding the provisions of Section 5.1, Illumina may assign its rights under this Agreement, in whole or in part, without Enzo’s prior written or oral consent, to a Person with whom Illumina is merged or consolidated, or who acquires all or substantially all of Illumina’s array or sequencing product lines subject to the Litigation; provided however, that (i) any such assignment of rights will not extend to products or services of such Person that pre-existed the acquisition (or to Natural Evolutions thereof following the date of acquisition); and (ii) any such assignment of rights shall not relieve such Person from any obligations that such Person may have under this Agreement or to Enzo outside of this Agreement. Any assignment or other transfer by Illumina, or any of its Affiliates, of any rights under this Agreement to any other Person shall be subject in writing to this Agreement and a written acknowledgment and agreement that the assignee or other transferee shall be bound by such releases and other rights and covenants. In the event that Illumina does not continue to exist as a distinct operating entity (such as a wholly-owned subsidiary) after the transaction, the rights of Illumina hereunder so assigned only extend to Illumina Products and Covered Third Party Products existing as of the date of the transaction and Natural Evolutions of Illumina Products and Covered Third Party Products created after the date of the transaction, and will not otherwise extend to any products, services, or activities of the Person prior to, on or after the date of the transaction. The releases and covenants provided by Illumina and its Affiliates to Enzo and its Affiliates under this Agreement shall run with the rights being assigned or transferred by Illumina and its Affiliates pursuant to this Section 5.2 and shall be binding on any permitted successors-in-interest, transferees, or assigns thereof. For avoidance of doubt, any such assignment of rights will not extend to any Third Party products or services existing prior to the time of transaction or Natural Evolutions thereof. Any purported assignment, delegation, or transfer under this Section 5.2 that does not comply with the foregoing will be null and void ab initio and without effect.
