Common use of Third Party Transfers Clause in Contracts

Third Party Transfers. Seller shall not give its Consent, where such Consent is required by law, contract or otherwise, to (i) the assignment or transfer, in whole or in part, of any rights under the Patents to [...***...] or (ii) any Change in Control in which [...***...] acquires, merges or consolidates with, or otherwise gains Control of any Entity that has a license or non-assertion obligation granted by Seller (or any of its Affiliates) under any of the Patents, including any Entity that is a party to one of Seller’s Existing Licenses . If any such assignment, transfer, or transaction is attempted or made or occurs without Seller’s consent, Seller shall, at Purchaser’s request, to the extent permitted by law or contract, either (a) assign and otherwise transfer to Purchaser all of Seller’s rights and remedies with respect thereto, or (b) if such assignment and transfer to Purchaser cannot be made without a third party’s consent and such consent cannot be obtained, take reasonable measures (including the initiation of Proceedings, if necessary) to prevent such assignment, transfer, or transaction from taking place or, if it is has already taken place, to have it rescinded, declared null, void and ineffective, or otherwise negated from the date it has taken place, or to terminate any rights under the Patents held or controlled by [...***...] as a result of such assignment, transfer, or transaction. For purposes of this Section 5.5, “Consent” means consent, approval, acceptance, or any other form of permission or agreement. * Confidential Treatment Requested Confidential and Proprietary to Purchaser and Seller

Third Party Transfers. Seller shall not give its Consent, where such Consent is required by law, contract or otherwise, to (i) the assignment or transfer, in whole or in part, of any rights under the Patents to [...***...] or (ii) any Change in Control in which [...***...] acquires, merges or consolidates with, or otherwise gains Control of any Entity that has a license or non-assertion obligation granted by Seller (or any of its Affiliates) under any of the Patents, including any Entity that is a party to one of Seller’s Existing Licenses . If any such assignment, transfer, or transaction is attempted or made or occurs without Seller’s consent, Seller shall, at Purchaser’s request, to the extent permitted by law or contract, either (a) assign and otherwise transfer to Purchaser all of Seller’s rights and remedies with respect thereto, or (b) if such assignment and transfer to Purchaser cannot be made without a third party’s consent and such consent cannot be obtained, take reasonable measures (including the initiation of Proceedings, if necessary) to prevent such assignment, transfer, or transaction from taking place or, if it is has already taken place, to have it rescinded, declared null, void and ineffective, or otherwise negated from the date it has taken place, or to terminate any rights under the Patents held or controlled by [...***...] as a result of such assignment, transfer, or transaction. For purposes of this Section 5.5, “Consent” means consent, approval, acceptance, or any other form of permission or agreement. * Confidential Treatment Requested Confidential and Proprietary to Purchaser and Seller.