Common use of Assignments to Competitors Clause in Contracts

Assignments to Competitors. In the event a Party receives an offer from an outside party or proposes to assign this Agreement to a Competitor, the assigning Party shall give the other Party written notice to such effect and, if requested by the non-assigning Party, the Parties shall negotiate for up to 60 days in an effort to reach agreement (i) that the proposed assignee is at least the equivalent of the assigning Party with respect to its fitness and ability to perform in accordance with the terms of this Agreement and (ii) that such assignment will not impair the reasonable business interests of the non-assigning party. If the Parties are unable to reach an agreement as to such matters, the non-assigning Party may terminate this Agreement upon 60 days written notice to the assigning Party following such assignment. In addition to and notwithstanding the foregoing, in the event the assigning Party is ASTA Medica, then BioNumerik may request and shall be granted a period (the "Evaluation Period") of up to 6 months following receipt of the written notice pursuant to this Section in which to make a determination as to whether or not to terminate this Agreement. During the Evaluation Period, (1) ASTA Medica shall continue to conduct all of its obligations hereunder regarding development and commercialization of the Product(s), (2) BioNumerik may conduct discussions with potential third party alliance partners for the Product(s) in the Territory and may disclose information regarding the Product(s) to such parties on a confidential basis, and (3) ASTA Medica shall provide reasonable support and assistance in connection with BioNumerik's discussions with such potential third party partners (including providing such information with respect to the Product(s) as may be reasonably requested by BioNumerik and being available for verbal discussions regarding the Product(s)). BioNumerik shall have the right at any time prior to the end of such Evaluation Period to terminate this Agreement upon 60 days advance written notice to ASTA Medica. In the event of such a termination by BioNumerik, BioNumerik shall make the reimbursements to ASTA Medica provided in Section 14.5 hereof, and ASTA Medica shall transfer to BioNumerik the exclusive ownership of all information and rights as provided in such Section 14.5.