Common use of Transfer of Intellectual Property Rights Clause in Contracts

Transfer of Intellectual Property Rights. Except in connection with the sale of all or substantially all of the assets of the Company, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers. Notwithstanding anything contained in this Agreement or the other Transaction Documents to the contrary, the Company will not be restricted from selling, transferring or otherwise disposing of: (i) any interest in its subsidiaries: Viral Technology, Inc. or MaxPharma, (ii) any interest in its HGP-30 or AIDS technology, (iii) any interest in its L.E.A.P.S. technology, or (iv) so long as any sale, transfer or disposition is made to a corporation with gross annual revenues of at least $100,000,000 or a market capitalization of at least $500,000,000 any interest in its other Intellectual Property Rights. The restriction provided by this Section 3.11 will expire on the earlier of three (3) years from the date of this Agreement or the date the Purchasers no longer own any Shares.