Common use of Assignment; Transfer Restrictions Clause in Contracts

Assignment; Transfer Restrictions. (a) The Seller shall not sell, assign or otherwise transfer, including by asset sale, merger, change of control, operation of law, or otherwise, this Agreement or any portion of the Seller’s rights, title or interest in or to any Product Rights to any Person without the prior written consent of the Buyer except (i) to an Affiliate or (ii) to a Third Party in connection with a Change of Control; provided, in the case of each of clause (i) and (ii), that such Affiliate or Third Party (A) agrees in a writing reasonably acceptable to the Buyer that (1) such Affiliate or Third Party (as applicable) assumes all of the obligations of the Seller to the Buyer under this Agreement and (2) the Seller, in the case of a transfer to an Affiliate, guarantees the performance thereof by such Affiliate and (B) prior to or concurrent with any such sale, assignment or transfer, takes all actions required (or reasonably requested by the Buyer after being given a reasonable time to make such a request after written notice of such prospective sale, assignment or transfer) to (1) create, continue, maintain and protect the Buyer’s perfected Back-Up Security Interest and Lien (with the priority (and, as applicable, for the duration) contemplated by this Agreement) in the Collateral and (2) maintain, continue and protect the purchase and sale of the Revenue Participation Right contemplated by this Agreement. For the avoidance of doubt, nothing in this Section 11.3 shall prohibit (A) any Lien (x) permitted in accordance with Section 7.13(a) or (y) incurred pursuant to an Out-License consented to by the Buyer in accordance with Section 7.7 or (B) any abandonment of Patent Rights not prohibited under any other sections of this Agreement. In connection with any Out-License permitted under Section 7.7 or other licenses not otherwise prohibited by this Agreement, upon request of the Seller or the applicable licensee, Buyer shall enter into a customary non-disturbance agreement with the relevant licensee. (b) The Buyer may assign this Agreement without the prior written consent of the Seller (it being understood that Buyer shall remain liable for its or its assignee’s obligations under this Agreement, [***]; [***]. (c) A party assigning this Agreement as set forth in this Section 11.3 will promptly notify the other party of such assignment. (d) Any purported sale, assignment or transfer in violation of this Section 11.3 shall be null and void. (e) This Agreement shall be binding upon, inure to the benefit of and be enforceable by, the parties hereto and their respective permitted successors and assigns.

Assignment; Transfer Restrictions. (a) The Neither the Seller nor any of its Affiliates shall not sell, assign or otherwise transfer, including by asset sale, merger, change of control, operation of law, or otherwise, this Agreement or any portion of the Seller’s rights, title or interest in or to any Product Rights to any Person without the prior written consent of the Buyer (not to be unreasonably conditioned, withheld or delayed) except (i) to an Affiliate or (ii) to a Third Party in connection with a Change of Control; provided, in the case of each of clause (i) and (ii), that if such Affiliate or Third Party (A) transferee agrees in a writing reasonably acceptable to the Buyer that (1) such Affiliate or Third Party (as applicable) assumes all of the obligations of the Seller to the Buyer under this Agreement and (2) the Seller, in the case of a transfer to an Affiliate, Seller guarantees the performance thereof by of such Affiliate or (ii) to any other Person with which the Seller may merge or consolidate or to which it may sell all or substantially all of its assets or all or substantially all of its assets related to the Product; provided that with respect to clauses (i) and (B) prior to or concurrent with ii), the assignee under any such sale, assignment or transfer, takes agrees in a writing acceptable to the Buyer (x) that it assumes all actions required of the obligations of Seller the Buyer under this Agreement and (or reasonably requested y) to otherwise be bound by the Buyer after being given a reasonable time to make such a request after written notice of such prospective sale, assignment or transfer) to (1) create, continue, maintain and protect the Buyer’s perfected Back-Up Security Interest and Lien (with the priority (and, as applicable, for the duration) contemplated by this Agreement) in the Collateral and (2) maintain, continue and protect the purchase and sale terms of the Revenue Participation Right contemplated by this AgreementTransaction Documents. For the avoidance of doubtclarity, nothing in this Section 11.3 shall prohibit (A) any Lien (x) Out-Licenses permitted by and entered into in accordance with Section 7.13(a) or (y) incurred pursuant to an Out-License consented to by the Buyer in accordance with Section 7.7 or (B) any abandonment of Patent Rights not prohibited under any other sections of this Agreement. In connection with any Out-License permitted under Section 7.7 or other licenses not otherwise prohibited by this Agreement, upon request of the Seller or the applicable licensee, Buyer shall enter into a customary non-disturbance agreement with the relevant licensee7.7. (b) The Buyer may assign this Agreement without the prior written consent of the Seller (it being understood that if the Buyer shall remain liable for its or its assignee’s obligations under this Agreement, [***]; [***]provides prior written notice to Seller regarding such assignment. (c) A party assigning this Agreement as set forth in this Section 11.3 will promptly notify the other party of such assignment. (d) Any purported sale, assignment or transfer in violation of this Section 11.3 shall be null and void. (e) . This Agreement shall be binding upon, inure to the benefit of and be enforceable by, the parties hereto and their respective permitted successors and assigns.