Common use of Right to Sell Clause in Contracts

Right to Sell. Assignor may not Transfer any interest in the Xxxxx, the Subject Interests or any part thereof or any undivided interest therein in violation of Section 11.03. Subject to Section 11.02 and 11.03, Assignor may from time to time Transfer, mortgage or pledge its interest in the Xxxxx, the Subject Interests, or any part thereof or undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; (ii) solely in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer; and (iii) in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee shall continue to deal with Assignor to the exclusion of the purported transferee. Further, to the extent permitted by applicable Legal Requirements, any purported Transfer not made in conformance with this Section 11.01(a) shall be void and of no effect.

Right to Sell. Assignor may not Transfer any interest in the Development Xxxxx, the Subject Interests or any part thereof or any undivided interest therein in violation of Section 11.0311.04. Subject to Section 11.02 and 11.0311.04, Assignor may from time to time Transfer, mortgage or pledge its interest in the Development Xxxxx, the Subject Interests, or any part thereof or undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; (ii) solely in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer; and (iii) in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the Development Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee shall continue to deal with Assignor to the exclusion of the purported transferee. Further, to the extent permitted by applicable Legal Requirements, any purported Transfer not made in conformance with this Section 11.01(a) shall be void and of no effect.

Right to Sell. Assignor may not Transfer any interest in the Development Xxxxx, the Subject Interests or any part thereof or any undivided interest therein in violation of Section 11.0311.05. Subject to Section 11.02 and 11.0311.05, Assignor may from time to time Transfer, mortgage or pledge its interest in the Development Xxxxx, the Subject Interests, or any part thereof or an undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; , (ii) solely in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, Conveyance and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer; Transfer and (iii) in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, Conveyance and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by the Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the Development Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee shall continue to deal with the Assignor to the exclusion of the purported transferee. Further, to the extent permitted by applicable Legal Requirementslaw, any purported Transfer not made in conformance with this Section 11.01(a) shall be void and of no effect.

Right to Sell. Assignor may not Transfer any interest in the Development Xxxxx, the Subject Interests or any part thereof or any undivided interest therein in violation of Section 11.0311.04. Subject to Section 11.02 and 11.0311.04, Assignor may from time to time Transfer, mortgage or pledge its interest in the Development Xxxxx, the Subject Interests, or any part thereof or undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; , (ii) solely in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, Conveyance and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer; , and (iii) in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, Conveyance and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by the Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the Development Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee shall continue to deal with the Assignor to the exclusion of the purported transferee. Further, to the extent permitted by applicable Legal Requirementslaw, any purported Transfer not made in conformance with this Section 11.01(a) shall be void and of no effect.

Right to Sell. Assignor may not Transfer any interest in the Xxxxx, the Subject Interests or any part thereof or any undivided interest therein in violation of Section 11.03. Subject to Section 11.02 and 11.03, Assignor may from time to time Transfer, mortgage or pledge its interest in the Xxxxx, the Subject Interests, or any part thereof or undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; , (ii) solely in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, Conveyance and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer; , and (iii) in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, Conveyance and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by the Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee shall continue to deal with the Assignor to the exclusion of the purported transferee. Further, to the extent permitted by applicable Legal Requirementslaw, any purported Transfer not made in conformance with this Section 11.01(a) shall be void and of no effect.

Right to Sell. Assignor may not Transfer Lender shall have the unrestricted right at any interest in the Xxxxx, the Subject Interests time or any part thereof or any undivided interest therein in violation of Section 11.03. Subject to Section 11.02 and 11.03, Assignor may from time to time Transfertime, mortgage and without Borrower’s or pledge any other Loan Party’s consent, to assign all or any portion of its interest rights and obligations hereunder to one or more banks or other financial institutions domiciled in the XxxxxUnited States of America (each, an “Assignee”), and Borrower and each other Loan Party agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as Lender shall deem necessary to effect the foregoing. In addition, at the request of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights and obligations hereunder following such assignment, to Lender, which new promissory notes shall be issued in replacement of, but not in discharge of, the Subject Interestsliability evidenced by the Note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, or amendments and any part thereof or undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; (ii) solely other documentation required by Lender in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyanceassignment, and the payment by Assignee of the purchase price agreed to by Lender, such Assignee shall be a party to this Agreement and shall have all of the rights and obligations of Lender hereunder (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from any and after the actual date of any such Transfer; all other guaranties, documents, instruments and (iii) agreements executed in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (Aherewith) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee shall continue to deal with Assignor to the exclusion of the purported transferee. Further, to the extent permitted that such rights and obligations have been assigned by applicable Legal RequirementsLender pursuant to the assignment documentation between Lender and such Assignee, any purported Transfer not made in conformance with this Section 11.01(a) and Lender shall be void released from its obligations hereunder and thereunder to a corresponding extent; provided, however, no assignment, sale, negotiation, pledge, hypothecation or other transfer of no effectany part of any Lender’s interest in and to the Loan shall be effective until such Lender shall have provided Borrower with written notice of such transfer.

Right to Sell. Assignor may not Transfer any interest Notwithstanding anything expressed or implied in this Agreement to the contrary, in the Xxxxxevent that Cubist shall terminate this Agreement in accordance with the provisions of this Section 13.4, Chiron shall, notwithstanding any such termination, have the opportunity and right to sell, assign, sublicense or otherwise transfer this Agreement and the Chiron Interest to any Reasonable Buyer pursuant to, and in accordance with, the Subject Interests or any part thereof or any undivided interest therein in violation provisions of Section 11.03. Subject 15.6 of this Agreement, provided that any such sale, assignment, sublicense or other transfer is effected [*] after the expiration of the cure period referred to in Section 11.02 and 11.0313.4(a) or, Assignor may from time to time Transfer, mortgage or pledge its interest in the Xxxxxevent that there is a dispute between the Parties as to whether Cubist’s termination of this Agreement has been proper, [*] after the Subject Interests, or any part thereof or undivided interest therein, if and only if (i) resolution of such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; (ii) solely in connection with a Transfer other than a Transfer dispute pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee provisions of Article 14 hereof. Any such Reasonable Buyer shall acquire the Chiron Interest free and clear of any breach by Chiron that led to the termination of this Agreement and such transaction to (A) acknowledge Reasonable Buyer shall following such acquisition have all of the rights and obligations that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations Chiron would have had under this Conveyance with respect Agreement as if Chiron had not breached this Agreement and Cubist had not terminated the Agreement. Any such sale, assignment, sublicense or other transfer of the Chiron Interest to such Subject Interests a Reasonable Buyer pursuant to this Section 13.4(e) shall not relieve or release Chiron from and after the actual date of any such Transfer; and (iii) liability that Chiron may have to Cubist in connection with any Transfer pursuant breach that resulted in the exercise by Cubist of its right to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts terminate this Agreement. Until the expiration of the [*] referred to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by Assignee. For the avoidance of doubt, nothing above in this Section 11.01(a) is intended to permit any assignee13.4(e), purchaser, transferee or grantee to acquire any interest in the Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee Chiron shall continue to deal perform in accordance with Assignor to the exclusion provisions of this Agreement and the purported transferee. FurtherSupply Agreement, to the extent permitted by applicable Legal Requirementsand shall be liable for, any purported Transfer not made in conformance with and all obligations that accrue during such [*] under this Agreement and the Supply Agreement. In the event that Chiron is unable to consummate a sale, assignment, sublicense or other transfer of this Agreement and the Chiron Interest within such [*], then all of Chiron’s rights under this Section 11.01(a13.4(e) shall terminate and be void and of no effect.further force or effect whatsoever

Right to Sell. Assignor may not Transfer any interest in the Development Xxxxx, the Subject Interests or any part thereof or any undivided interest therein in violation of Section 11.0311.04. Subject to Section 11.02 and 11.0311.04, Assignor may from time to time Transfer, mortgage or pledge its interest in the Development Xxxxx, the Subject Interests, or any part thereof or an undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; , (ii) solely in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, Conveyance and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer; Transfer and (iii) in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, Conveyance and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by the Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the Development Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee shall continue to deal with the Assignor to the exclusion of the purported transferee. Further, to the extent permitted by applicable Legal Requirementslaw, any purported Transfer not made in conformance with this Section 11.01(a) shall be void and of no effect.

Right to Sell. Assignor may not Transfer any interest in the Xxxxx, the Subject Interests or any part thereof or any undivided interest therein in violation of Section 11.0311.04. Subject to Section 11.02 and 11.0311.04, Assignor may from time to time Transfer, mortgage or pledge its interest in the Xxxxx, the Subject Interests, or any part thereof or an undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; , (ii) solely in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, Conveyance and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer; Transfer and (iii) in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, Conveyance and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by the Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee shall continue to deal with the Assignor to the exclusion of the purported transferee. Further, to the extent permitted by applicable Legal Requirementslaw, any purported Transfer not made in conformance with this Section 11.01(a) shall be void and of no effect.

Right to Sell. Assignor may not Transfer any interest Notwithstanding anything expressed or implied in this Agreement to the contrary, in the Xxxxxevent that Cubist shall terminate this Agreement in accordance with the provisions of this Section 13.4, Chiron shall, notwithstanding any such termination, have the opportunity and right to sell, assign, sublicense or otherwise transfer this Agreement and the Chiron Interest to any Reasonable Buyer pursuant to, and in accordance with, the Subject Interests or any part thereof or any undivided interest therein in violation provisions of Section 11.03. Subject 15.6 of this Agreement, PROVIDED that any such sale, assignment, sublicense or other transfer is effected [*] after the expiration of the cure period referred to in Section 11.02 and 11.0313.4(a) or, Assignor may from time to time Transfer, mortgage or pledge its interest in the Xxxxxevent that there is a dispute between the Parties as to whether Cubist's termination of this Agreement has been proper, [*] after the Subject Interests, or any part thereof or undivided interest therein, if and only if (i) resolution of such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; (ii) solely in connection with a Transfer other than a Transfer dispute pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee provisions of Article 14 hereof. Any such Reasonable Buyer shall acquire the Chiron Interest free and clear of any breach by Chiron that led to the termination of this Agreement and such transaction to (A) acknowledge Reasonable Buyer shall following such acquisition have all of the rights and obligations that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations Chiron would have had under this Conveyance with respect Agreement as if Chiron had not breached this Agreement and Cubist had not terminated the Agreement. Any such sale, assignment, sublicense or other transfer of the Chiron Interest to such Subject Interests a Reasonable Buyer pursuant to this Section 13.4(e) shall not relieve or release Chiron from and after the actual date of any such Transfer; and (iii) liability that Chiron may have to Cubist in connection with any Transfer pursuant breach that resulted in the exercise by Cubist of its right to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts terminate this Agreement. Until the expiration of the [*] referred to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by Assignee. For the avoidance of doubt, nothing above in this Section 11.01(a) is intended to permit any assignee13.4(e), purchaser, transferee or grantee to acquire any interest in the Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee Chiron shall continue to deal perform in accordance with Assignor to the exclusion provisions of this Agreement and the purported transferee. FurtherSupply Agreement, to the extent permitted by applicable Legal Requirementsand shall be liable for, any purported Transfer not made in conformance with and all obligations that accrue during such [*] under this Agreement and the Supply Agreement. In the event that Chiron is unable to consummate a sale, assignment, sublicense or other transfer of this Agreement and the Chiron Interest within such [*], then all of Chiron's rights under this Section 11.01(a13.4(e) shall terminate and be void and of no effect.further force or effect whatsoever

Right to Sell. Assignor may not Transfer any interest in the Xxxxx, the Subject Interests or any part thereof or any undivided interest therein in violation of Section 11.0311.05. Subject to Section 11.02 and 11.0311.05, Assignor may from time to time Transfer, mortgage or pledge its interest in the Xxxxx, the Subject Interests, or any part thereof or undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; , and (ii) solely in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interestTransfer, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that take the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, Conveyance and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer; and (iii) in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by the Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee shall continue to deal with the Assignor to the exclusion of the purported transferee. Further, to the extent permitted by applicable Legal Requirementslaw, any purported Transfer not made in conformance with this Section 11.01(a) shall be void and of no effect.

Right to Sell. Assignor may not Transfer Lender shall have the unrestricted right at any interest in the Xxxxx, the Subject Interests time or any part thereof or any undivided interest therein in violation of Section 11.03. Subject to Section 11.02 and 11.03, Assignor may from time to time Transfer, mortgage or pledge its interest in the Xxxxx, the Subject Interests, or any part thereof or undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; (ii) solely in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyancetime, and with Borrower’s consent (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to which shall not be unreasonably withheld, conditioned or delayed; provided however, such Subject Interests from and after the actual date of any such Transfer; and (iii) in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee consent shall not be required if an Event of Default exists hereunder), to recognize assign all or any purported Transferportion of its rights and obligations hereunder to one or more Eligible Assignees, mortgage and Borrower agrees that it shall execute, or pledge not made cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in conformance with this Section 11.01(a) connection herewith as Lender may reasonably request to effect the foregoing. In addition, at the reasonable request of Lender and any such Eligible Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Eligible Assignee and, notwithstanding if Lender has retained any of its rights and obligations hereunder following such purported Transferassignment, mortgage or pledgeto Lender, Assignor which new promissory notes shall remain obligated under this Conveyance just as if be issued in replacement of, but not in discharge of, the liability evidenced by the Note held by Lender prior to such Transferassignment and shall reflect the amount of the respective commitments and loans held by such Eligible Assignee and Lender after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, mortgage or pledge attempt had not been made amendments and any other documentation required by Lender in connection with such assignment, and the payment by Eligible Assignee of the purchase price agreed to by Lender, and such Eligible Assignee, such Eligible Assignee shall continue be a party to deal with Assignor to the exclusion this Agreement and shall have all of the purported transferee. Furtherrights and obligations of Lender hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent permitted that such rights and obligations have been assigned by applicable Legal RequirementsLender pursuant to the assignment documentation between Lender and such Eligible Assignee, any purported Transfer not made in conformance with this Section 11.01(a) and Lender shall be void released from its obligations hereunder and of no effectthereunder to a corresponding extent.

Right to Sell. Assignor may not Transfer any interest in the Development Xxxxx, the Subject Interests or any part thereof or any undivided interest therein in violation of Section 11.0311.05. Subject to Section 11.02 and 11.0311.05, Assignor may from time to time Transfer, mortgage or pledge its interest in the Development Xxxxx, the Subject Interests, or any part thereof or undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; , and (ii) solely in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interestTransfer, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that take the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, Conveyance and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer; and (iii) in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by the Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee shall continue to deal with the Assignor to the exclusion of the purported transferee. Further, to the extent permitted by applicable Legal Requirementslaw, any purported Transfer not made in conformance with this Section 11.01(a) shall be void and of no effect.

Right to Sell. Assignor may not Transfer any interest in the Xxxxx, the Subject Interests or any part thereof or any undivided interest therein in violation of Section 11.03. Subject to Section 11.02 and 11.03, Assignor may from time to time Transfer, mortgage or pledge its interest in the Xxxxx, the Subject Interests, or any part thereof or undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; , (ii) solely in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, Conveyance and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer; , and (iii) in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, Conveyance and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by the Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee shall continue to deal with Assignor to the exclusion of the purported transferee. Further, to the extent permitted by applicable Legal Requirements, any purported Transfer not made in conformance with this Section 11.01(a) shall be void and of no effect.in

Right to Sell. Assignor may not Transfer any interest in the Xxxxx, the Subject Interests or any part thereof or any undivided interest therein in violation of Section 11.03. Subject to Section 11.02 and 11.03, Assignor may from time to time Transfer, mortgage or pledge its interest in the Xxxxx, the Subject Interests, or any part thereof or an undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; , (ii) solely in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, Conveyance and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer; Transfer and (iii) in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, Conveyance and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by the Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee shall continue to deal with the Assignor to the exclusion of the purported transferee. Further, to the extent permitted by applicable Legal Requirementslaw, any purported Transfer not made in conformance with this Section 11.01(a) shall be void and of no effect.