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Assignment

Last updated 28 June 2007

Description

Terms under which the agreement may be assigned by one of more of the parties.

A general agreement term.

It is usual to include a clause that limits the ability of the parties to assign the agreement to other parties in the event of change of control of one or more of the parties. This ensures that the subjecto fthe agreement does not fall into the hands of a competitor or company with which one or more of the parties would not wish to have a legally binding agreement.

Examples

Clause:

13.3 Assignment.

This Agreement shall not be assignable or transferable by either Party without the prior written consent of the other Party(which consent shall not be unreasonably withheld); provided that either Party may assign this Agreement and its rights and obligations hereunder without the other Party's consent in connection with the transfer or sale of all or substantially all of the business of such party to which this Agreement relates (or, if applicable, the business unit or division of such Party primarily responsible for performance under this Agreement) to another party, whether by merger, sale of stock, sale of assets or otherwise; and provided further that in the event any NDA has been filed with respect to the Product, WYETH shall have the right to assign or sublicense this Agreement and its rights and obligations hereunder without ACCESS's consent. In the event that WYETH sublicenses the Agreement or any rights or obligations hereunder in accordance with the previous sentence, then WYETH shall guaranty the performance of the sublicensee. In the event that either WYETH or ACCESS assigns this Agreement in accordance with this Section 13.3, then the assigning Party shall be released from its obligations hereunder and shall have no further obligations to the other Party pursuant to this Agreement. The rights and obligations of the parties under this Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties. Any attempted assignment in violation of this Section 13.3 shall be null and void, without any force or effect.

-- License and Supply agreement between Access and Wyeth, January 2004

See Also

None