Common use of Assignments/Sub-contracting Clause in Contracts

Assignments/Sub-contracting. Neither party shall be permitted to assign or sub-licence any of its rights under this Agreement without the prior written consent of the other; provided that ELAN and LIGAND may assign this Agreement to an AFFILIATE without such consent provided that such assignment has no adverse tax implications for the other party and provided further that such assigning party is not relieved of its obligations hereunder. Notwithstanding the foregoing, but subject to ELAN's right to terminate this Agreement in Clause 12.5.3, LIGAND may transfer or assign its rights under this Agreement without the prior written consent of ELAN to a person that acquires all or substantially all of the assets or capital stock of LIGAND, provided that such assignment has no adverse tax implications for ELAN under this Agreement (but not in connection with the transfer of Shares of Common Stock of LIGAND granted to ELAN pursuant to this Agreement or the Securities Purchase Agreement). ELAN shall also have the right to subcontract all or any portion of the manufacturing or packaging of the PRODUCT to one or more third parties. LIGAND shall also have the right to subcontract all or any of its obligation regarding development of the PRODUCT. Each party shall be responsible for the acts and/or omissions of its respective AFFILIATES and subcontractors.