23. ASSIGNMENT.
23.a. SPEs Right to Assign. Subject to Section 23.b hereof, SPE shall be free to assign or license any or all of its rights hereunder, and/or to delegate any or all of its duties, obligations and liabilities, at any time and from time to time, to any person or entity. Upon such assignment, SPE shall be released and discharged of and from the delegated duties, obligations and liabilities if such assignment and/or delegation is to: (i) a person or entity into which SPE merges or is consolidated; or (ii) a person or entity which acquires all or substantially all of SPEs business and assets and which assumes such obligations in writing; or (iii) a financially responsible entity which is controlled by, under common control with, or controls SPE which assumes such obligations in writing; or (iv) a Major Studio (i.e., and expressly defined as limited to: Warner Bros., Fox, Disney, Paramount, Universal, or DreamWorks) or United States television network, which assumes such obligations in writing. Any purported assignment by SPE in violation of this Section 23 shall be void ab initio.
23.b. Limitations. SPE may not assign this Agreement in its entirety except to (i) a person or entity into which SPE merges or is consolidated, or (ii) a person or entity which acquires all or substantially all of SPEs business and assets and which assumes such obligations in writing, or (iii) a person or entity which is controlled by, under common control with, or controls SPE, or (iv) a Major Studio which assumes such obligations in writing. SPE may not assign its right to produce any Production to, or enter into a co-production agreement with, any entity except (i) any of the entities described in Section 23.b(i) - (iv) hereof, or (ii) in connection a transaction pursuant to which (A) SPE has creative control over the applicable Production, and (B) SPE initially controls all United States distribution rights with respect to the applicable Production and either controls or has the right to obtain (e.g., through the exercise of one or more options) such United States distribution rights for the entire term of copyright. Upon any assignment or delegation permitted under Section 23.b(i) - (iv) above, SPE shall be released and discharged of and from the delegated duties, obligations and liabilities.
23.c. Gardner v. Nike. Notwithstanding any contrary provision of this Agreement, SPE shall have the unrestricted right to assign or license to any person or entity, on either an exclusive or non-exclusive basis, or otherwise exploit, any or all rights, licenses or privileges with respect to each and every Production produced hereunder by such manner and means and on such terms and conditions as SPE deems appropriate, including without limitation the assignment or licensing of any exhibition, performance, broadcasting, or distribution rights to exhibitors, broadcasters, subdistributors, consumers, end-users and other Persons and the granting to other Persons of the right to further license or assign the rights granted to them by SPE. Nothing contained in this Agreement is intended to limit or restrict in any manner the full and unrestricted exercise by SPE (and its licensees) of the Productions as SPE deems appropriate, and this Section 23.c is intended by the parties to be a specific consent by Marvel to such licensing and assignment (and further licensing and assignment by SPE and its assignees and licensees) and to overcome any restrictions on such licensing or assignment arising under the case Gardner v. Nike.
23.d. Marvels and the LPs Right to Assign. Notwithstanding any contrary provision of this Agreement, Marvel and the LP shall have the unrestricted right to assign or license to any person or entity, on either an exclusive or non-exclusive basis, or otherwise exploit, any or all rights, licenses or privileges reserved to Marvel or granted to the LP hereunder by such manner and means and on such terms and conditions as Marvel or the LP (as applicable) deems appropriate. Nothing contained in this Agreement is intended to limit or restrict in any manner the full and unrestricted exercise by Marvel (and its licensees) or the LP (and its licensees) of all rights, licenses or privileges reserved to Marvel or granted to the LP hereunder as Marvel or the LP (as applicable) deems appropriate, and this Section 23.d is intended by the parties to be a specific consent by SPE to such licensing and assignment (and further licensing and assignment by Marvel and/or the LP and their respective assignees and licensees).
