Common use of Sublicensing and Distribution Clause in Contracts

Sublicensing and Distribution. A. The performance of Licensee hereunder is of a personal nature. Therefore, neither this Agreement nor the License or other rights granted hereunder may be assigned, sublicensed or transferred by Licensee, whether to a Subsidiary, Affiliate or unrelated third-party except by prior written approval of Licensor, which approval will not be unreasonably withheld. However, any assignment of this Agreement or the rights granted hereunder must be to an entity with equal or superior financial strength to Licensee, unless Licensor agrees otherwise. B. Notwithstanding anything contained to the contrary in this Agreement, this Agreement shall not terminate if Licensee is merged or otherwise consolidated into another entity which is the surviving entity of equal or superior financial strength. C. Licensee shall be entitled to use distributors in connection with its sale of Licensed Products under this Agreement without approval of Licensor. No such distributor, however, shall be entitled to exercise any of Licensee's rights hereunder except for the manufacture and sale of Licensed Products which have been approved by Licensor hereunder.

Sublicensing and Distribution. A. The performance of Licensee hereunder is of a personal nature. Therefore, neither this Agreement nor the License or other rights granted hereunder may be assigned, sublicensed or transferred by Licensee, whether to a Subsidiary, Affiliate or unrelated third-party except by prior written approval of Licensor, which approval will not be unreasonably withheld. However, any assignment of this Agreement or the rights granted hereunder must be to an entity with equal or superior financial strength to LicenseeLicensee , unless Licensor agrees otherwise.otherwise .. B. Notwithstanding anything contained to the contrary in this Agreement, this Agreement shall not terminate if Licensee is merged or otherwise consolidated into another entity which is the surviving entity of equal or superior financial strength. C. Licensee shall be entitled to use distributors in connection with its sale of Licensed Products under this Agreement without approval of Licensor. No such distributor, however, shall be entitled to exercise any of Licensee's rights hereunder except for the manufacture and sale of Licensed Products which have been approved by Licensor hereunder.