Common use of Further Assignment Clause in Contracts

Further Assignment. 10.1 The Assignee will not assign this Agreement, or sell, transfer or assign, or license on a royalty-free basis fora prepaid amount, the Technology and/or any Improvements or any part thereof (each, a “Transfer") to any other party (a “Third Party”) without the prior written consent of UBC, which consent will not be unreasonably withheld or delayed by UBC, and provided that UBC will grant such consent if: (a) the Assignee acknowledges that all rights granted in this Agreement to UBC shall survive any such Transfer until superseded by the agreement described in paragraph (b) below; and (b) that the Third Party shall on closing of the Transfer execute a written agreement, in a form approved by UBC, which provides that the Third Party covenants and agrees with UBC to assume and adopt as its own obligation the covenants and obligations of the Assignee under this Agreement. Notwithstanding the foregoing, UBC agrees that the Assignee shall have the right to sell, transfer or assign, or license on a royalty-free basis for a prepaid amount, the Technology and/or any Improvements or any part thereof to an Affiliate, provided that such Affiliate shall accept an assignment and assumption of this Agreement, and assume and adopt as its own obligations the covenants and obligations of the Assignee under this Agreement.

Further Assignment. 10.1 The Assignee will not assign this Agreement, or sell, transfer or assign, or license on a royalty-free basis fora for a prepaid amount, the Technology and/or any Improvements or any part thereof (each, a “‘Transfer") to any other party (a “Third Party”) without the prior written consent of UBC, which consent will not be unreasonably withheld or delayed by UBC, and provided that UBC will grant such consent if: (a) the Assignee acknowledges that all rights granted in this Agreement to UBC shall survive any such Transfer until superseded by the agreement described in paragraph (b) below; and (b) that the Third Party shall on closing of the Transfer execute a written agreement, in a form approved by UBC, which provides that the Third Party covenants and agrees with UBC to assume and adopt as its own obligation the covenants and obligations of the Assignee under this Agreement. Notwithstanding the foregoing, UBC agrees that the Assignee shall have the right to sell, transfer or assign, or license on a royalty-free basis for a prepaid amount, the Technology and/or any Improvements or any part thereof to an Affiliate, provided that such Affiliate shall accept an assignment and assumption of this Agreement, and assume and adopt as its own obligations the covenants and obligations of the Assignee under this Agreement.