Common use of Assignment by the Parties Clause in Contracts

Assignment by the Parties. This Lease and the rights of any Party to this Lease and the Leased Property, Wind Energy Improvements, Transmission Facilities and Improvements may be assigned, encumbered, or mortgaged, in whole or in part, (and may be sublet by Lessee) without the prior written consent of the non-assigning Party, but no such assignment, encumbrance, mortgage, deed of trust, or sublease shall operate to enlarge the obligations or diminish the rights of the non-assigning Party hereto, nor relieve the assigning Party of its indemnification obligations hereunder (except as expressly provided below, with respect to the release of the assigning Party). Notwithstanding the foregoing, no assignment, encumbrance, mortgage, or sublease of this Lease or the rights of any Party hereunder or to the Leased Property, Wind Energy Improvements, Transmission Facilities or Improvements, however accomplished, shall be binding on the non-assigning Party until after the non-assigning Party has been furnished with written notice thereof and an executed original counterpart of the instrument establishing such persons’ rights under this Lease and/or to the Leased Property, Wind Energy Improvements, Transmission Facilities and Improvements. Except as otherwise provided herein, in the event of an assignment or sublease of this Lease by any Party hereto that is not for collateral or other security purposes, such Party shall be relieved of all obligations under this Lease as to the interest so assigned to the extent that such obligations relate to periods of time following such assignment and are assumed by the party to whom assigned, and liability for obligations relating to the interest so assigned and assumed and relating to the periods of time from and after such assignment shall rest exclusively upon such assignee; provided, that no such assignment shall release the assigning Party from its removal obligations under Section 21 hereof absent a demonstration to Lessor’s reasonable satisfaction that the assignee is financially capable of assuming such obligations. Without limiting the generality of the foregoing, any such assignment shall not relieve the assigning Party from any obligation that arose or accrued prior to such assignment.

Assignment by the Parties. This Lease Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. Except as provided in this Section 11.16, neither Party shall have the right to assign or transfer (whether by operation of law or otherwise) any of its rights or obligations under this Agreement without the other Party’s prior written consent. Without the consent of any Party to MACROCHEM, GENAERA may assign its rights under this Lease Agreement and the Leased Property, Wind Energy Improvements, Transmission Facilities and Improvements may be assigned, encumbered, or mortgageddelegate its obligations hereunder, in whole or in part, (to any person that shall acquire the Subject IP if the assignee shall assume GENAERA’s obligations hereunder in writing, and may be sublet by Lessee) without assign this Agreement in connection with a sale or transfer of substantially all of the assets of, or a majority interest in the voting shares of, GENAERA to, or the merger or consolidation of GENAERA with or into, any other person. With the prior written consent of GENAERA in each case, which shall not be unreasonably withheld, MACROCHEM may assign its rights under this Agreement and delegate its obligations hereunder, in whole or in part, to any person that shall acquire substantially all of MACROCHEM’s business related to the non-assigning PartyProduct, but no such assignment, encumbrance, mortgage, deed of trust, or sublease if the assignee shall operate to enlarge the obligations or diminish the rights of the non-assigning Party hereto, nor relieve the assigning Party of its indemnification assume MACROCHEM’s obligations hereunder (except as expressly provided below, with respect to the release of the assigning Party)in writing. Notwithstanding the foregoingimmediately preceding sentence, no assignment, encumbrance, mortgageMACROCHEM may assign all of its rights and obligations under this Agreement in connection with a sale or transfer of substantially all of the assets of, or sublease of this Lease a majority interest in the voting shares of, MACROCHEM to, or the rights merger or consolidation of MACROCHEM with or into, any Party hereunder or other person, without GENAERA’s prior written consent if the following conditions are satisfied: (a) the milestone payments set forth in Sections 3.1(a)(ii) and (iii), if not already paid to the Leased Property, Wind Energy Improvements, Transmission Facilities or Improvements, however accomplishedGENAERA, shall be binding on the non-assigning Party until paid in full to GENAERA within thirty (30) days after the non-assigning Party consummation of such sale, transfer, merger or consolidation, by MACROCHEM or such other person, whichever is a party to this Agreement after consummation of such transaction, and (b) neither such other person nor any of its Affiliates shall, at the time such transaction is consummated, own or hold under license any product approved by a Governmental Authority that could compete with any Product, or any product in Phase III clinical trials that could compete with any Product, unless such other person or its Affiliates, as applicable, has been furnished agreed in writing with written notice thereof and an executed original counterpart of the instrument establishing GENAERA not to use such persons’ rights under this Lease and/or other product owned or licensed to the Leased Property, Wind Energy Improvements, Transmission Facilities and Improvementscompete with any Product. Except as otherwise provided herein, in the event of an Any assignment or sublease transfer of this Lease by any Party hereto that is not for collateral or other security purposes, such Party Agreement in violation of this Section 11.16 shall be relieved of all obligations under this Lease as to the interest so assigned to the extent that such obligations relate to periods of time following such assignment null and are assumed by the party to whom assignedvoid, and liability for obligations relating to the interest so assigned and assumed and relating to the periods of time from and after such assignment shall rest exclusively upon such assignee; provided, that no such assignment shall release the assigning Party from its removal obligations under Section 21 hereof absent a demonstration to Lessor’s reasonable satisfaction that the assignee is financially capable of assuming such obligations. Without limiting the generality of the foregoing, any such assignment shall not relieve the assigning Party from any obligation that arose or accrued prior to such assignmentab initio.