6Assignment; Binding Effect Sample Clauses

6Assignment; Binding Effect. (a) Neither this Agreement nor any rights or obligations of either party to this Agreement may be assigned or otherwise transferred by either party without the consent of the other party; provided, however, either party may, without such consent, assign this Agreement, in whole or in part: (i) to any of its respective Affiliates, provided that such assigning party shall remain jointly and severally liable with such Affiliate in respect of all obligations so assigned; (ii) to a Third Party where a party or its Affiliate is required, or makes a good faith determination based on advice of counsel, to divest a Licensed Product in order to comply with Law or the order of any Governmental Authority as a result of a merger or acquisition; or (iii) to a Third Party successor to all or substantially all of the assets of such party whether by merger, sale of stock, all or substantially all of a party’s assets or other similar transaction, so long as such Third Party agrees in writing to be bound by the terms of this Agreement. (b) Any purported assignment in violation of this Section 18.6 shall be void. Any permitted assignee shall assume all obligations of its assignor under this Agreement. ​ ​ (c) Pfizer may assume this Agreement in any proceeding under the U.S. Bankruptcy Code upon satisfaction of the conditions set forth in U.S. Bankruptcy Code Section 365(b)(1). 18.7Divestiture. For the avoidance of doubt, nothing in this Section 18.7 shall prevent Pfizer from assigning its rights and obligations under this Agreement pursuant to Section 18.6. (a) Notwithstanding anything to the contrary contained in this Agreement, to the extent related to or arising in connection with a divestiture (whether by sale, spin-off, or similar transaction) by Pfizer of all or any portion of a Pfizer business or business unit (a “Divestiture”), Pfizer may, without prior written notice to or consent of Protalix, without any penalty, and at no additional cost to Pfizer or to any affiliate of Pfizer or to the company or the group of companies resulting from such Divestiture (collectively, such companies, the “Resulting Companies”): (1) assign its rights and obligations under this Agreement, in whole or in part to one or more of the Resulting Companies, or (2) split and assign, in whole or in part, its rights and obligations under this Agreement to one or more of the Resulting Companies so as to retain the benefits of this Agreement for both Pfizer and the applicable Resulting Companies f...

6Assignment; Binding Effect. (a) Neither this Agreement nor any rights or obligations of either Party to this Agreement may be assigned or otherwise transferred by either Party without the consent of the other Party; provided, however either Party may, without such consent, assign this Agreement, in whole or in part to any of its respective Affiliates, but for only so long as such assignee remains an Affiliate of such Party; provided that such assigning Party shall remain jointly and severally liable with such Affiliate in respect of all obligations so assigned; (b) Advanz may assign this Agreement to a Third Party acquiror to all or substantially all of the assets of Advanz, whether by merger or sale of all or substantially all of ▇▇▇▇▇▇’s assets, so long as such Third Party agrees in writing to be bound by the terms of this Agreement; and (c) Applied may assign this Agreement to a Third Party acquiror to all or substantially all of the assets of Applied to which this Agreement relates, whether by merger or sale of line of business or of all or substantially all of Applied’s assets to which this Agreement relates, so long as such Third Party agrees in writing to be bound by the terms of this Agreement and the relevant Intellectual Property to which the licenses granted to Advanz under this Agreement relates, are transferred to such assignee (or arrangements shall be put in place to ensure that such licenses granted are not adversely affected in any way). (d) Notwithstanding anything to the contrary herein, nothing herein shall prevent Applied or its Affiliates from engaging in any merger, consolidation, reorganization, sale or purchase of stock, or sale or purchase of assets, or undergoing any change of control, including in each case with respect to any line of business, or prevent Applied or its Affiliates with respect to any royalty or milestone sale, collateralized loan or other financing. For clarity, a change of control of an entity does not constitute an assignment or transfer. (e) Any purported assignment in violation of this Section 19.6 shall be void. Any permitted assignee shall assume all obligations of its assignor under this Agreement.

6Assignment; Binding Effect. Except as provided herein, neither this Agreement nor any of the interests or obligations hereunder may be assigned or delegated by either party hereto, and any attempted or purported assignment or delegation of any of such interests or obligations shall be void without the prior written consent of the other party hereto. Subject to the preceding sentence, this Agreement shall be binding upon Stockholder and Stockholder’s heirs, estate, executors and personal representatives and Stockholder’s successors and assigns, and shall inure to the benefit of the parties and their respective successors and assigns. Without limiting any of the restrictions set forth in Section 2 or elsewhere in this Agreement, this Agreement shall be binding upon any Person to whom any Subject Securities are transferred. Nothing in this Agreement is intended to confer on any Person (other than the parties hereto and their respective successors and assigns) any rights or remedies of any nature.

6Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by any Party without the prior written Consent of the other Party; provided, however, that any Party may assign its rights and obligations under 131622973.6 this Agreement, without the prior written Consent of the other Parties, to an Affiliate provided that such Affiliate agrees in writing to be bound by this Agreement. Any required consent shall not be unreasonably withheld or delayed. Any permitted assignee shall assume all obligations of its assignor under this Agreement. No assignment shall relieve a Party of its responsibility for the performance of any obligation.