Common use of Sale of Part of the Business Clause in Contracts

Sale of Part of the Business. (a) If any Party (the “Transferring Party”), after the Effective Date either (i) transfers, disposes of or otherwise divests a going business (but not all or substantially all of such Party’s business or assets) and such transfer includes at least one (1) marketable product and tangible assets having a net value of at least twenty-five million U.S. dollars ($25,000,000) to a Third Party and (ii) assigns, sublicenses or transfers any of the Intellectual Property Rights licenses granted pursuant to this Agreement to a Third Party, in any case other than in connection with a Change of Control (the Third Party in any of the foregoing transactions referred to as the “Transferee” and any such transaction referred to as the “Transfer”), then, upon the joint written request of the Transferring Party and the Transferee to the other Party (the “Non-Transferring Party”) not later than sixty (60) days following the closing of the Transfer, the Non-Transferring Party shall grant a royalty-free license to the Transferee under the same terms as the license granted to the Transferring Party under this Agreement subject to all of the following conditions and restrictions:

Sale of Part of the Business. (a) If any Party (the “Transferring Party”), after the Effective Closing Date either (i) transfers, disposes of or otherwise divests a going business (but not all or substantially all of such Party’s business or assets) and assets)and such transfer includes at least one (1) marketable product and tangible assets having a net value of at least twenty-five ten million U.S. dollars ($25,000,00010,000,000) to a Third Party and (ii) assigns, sublicenses or transfers any of the Intellectual Property Rights licenses granted pursuant to this Agreement to a Third Party, in any case other than in connection with a Change of Control (the Third Party in any of the foregoing transactions referred to as the “Transferee” and any such transaction referred to as the “Transfer”), then, then upon the joint written request of the Transferring Party and the Transferee to the other Party (the “Non-Transferring Party”) not later than sixty (60) 60 days following the closing of the Transfer, the Non-Transferring Party shall grant a royalty-free license to the Transferee under the same terms as the license granted to the Transferring Party under this Agreement subject to all of the following conditions and restrictions: