Common use of Restricted Assignment Clause in Contracts

Restricted Assignment. Except as expressly provided herein, this Agreement, and the rights and obligations hereunder, may not be assigned or transferred, in whole or in part, by any Party without the prior written consent of the other Party, which shall not be unreasonably withheld. Any attempt to assign this Agreement or any of the rights and obligations hereunder as prohibited under this Section 8.1 shall be void and of no legal effect. Notwithstanding the foregoing, (a) Pfizer may assign its rights under this Agreement, in whole or in part, to any Affiliate without the consent of Esperion; provided, that Pfizer shall remain primarily liable for the obligations hereunder assigned to such Affiliate; (b) Pfizer may assign its rights under this Agreement (other than the license grant under Section 3.1(c)) in whole or in part, to any Third Party to which Pfizer assigns its rights to either of the Pfizer Programs (or any compounds or pharmaceutical products arising out of any of the Pfizer Programs); provided, that such assignment shall be expressly subject to the license and other rights granted to Esperion hereunder; and (c) Esperion may assign its rights under this Agreement, in whole or in part, to any Affiliate without the consent of Pfizer; provided, that Esperion shall remain primarily liable for the obligations hereunder assigned to such Affiliate; (d) Esperion may assign its rights under this Agreement, in whole or in part, to any Third Party to which Esperion assigns its rights to the Esperion Program (or any compounds or pharmaceutical products arising out of the Esperion Program); provided, that such assignment shall be expressly subject to the license and other CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. rights granted to Pfizer hereunder.