Except in connection with the sale of substantially all of LICENSEE’s assets to a Clause Samples

Except in connection with the sale of substantially all of LICENSEE’s assets to a third party, this AGREEMENT may not be assigned by LICENSEE without the prior written consent of UTMDACC, which will not be unreasonably withheld. For any assignment of this AGREEMENT to be effective: (a) the LICENSEE must timely pay UTMDACC the assignment consideration specified in Section 4.1(h); and (b) the assignee must assume in writing (a copy of which writing will be provided to UTMDACC) all of LICENSEE’s interests, rights, duties, and obligations under the AGREEMENT and agree to comply with all terms and conditions of the AGREEMENT as if the assignee were the original party (i.e., the LICENSEE) to the AGREEMENT. Notwithstanding the foregoing, LICENSEE may make a one-time assignment of this AGREEMENT (including any amendments thereto) to an AFFILIATE without prior written consent of UTMDACC provided that all of the conditions set forth above in subpart (b) are satisfied.