Common use of Assignment and Sublicenses Clause in Contracts

Assignment and Sublicenses. This Agreement may not be assigned by either party without the prior written consent of the other party, except that subject to the provisions of Section 14.4 of this Agreement permitting termination of this Agreement by either party in the event of an acquisition or change of control of the other party during the term of this Agreement: (a) either party shall have the right, without the other party's consent, to assign this Agreement and its rights and obligations thereunder to any successor of such party by way of merger or consolidation or the acquisition of substantially all or a material portion of the business and assets of the assigning party relating to this Agreement or the licenses granted pursuant to the definitive Agreement (a "Successor"); and (b) either party shall have the right, without the other party's consent, and without limiting any of its other rights under the licenses, to sublicense any and all licenses granted pursuant to this Agreement to any Successor. These rights shall be retained provided that such Successor or sublicensee shall expressly assume all of the obligations and liabilities of the assigning or sublicensing party to the other party relating to such definitive agreement or licenses.