Common use of Assignment & Hypothecation Clause in Contracts

Assignment & Hypothecation. Neither Party may assign this Agreement or any part of it to any entity, other than an Affiliate, without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, Company shall be permitted to assign this Agreement, without the prior written consent of Penn, pursuant to a merger or sale of all or substantially all of the assets to which the Agreement relates to a company in the business of developing and commercializing pharmaceutical products that has, together with its affiliates, a market value or, in the case of a publicly traded company listed on a nationally recognized exchange, market capitalization, of at least $250,000,000. As part of any permitted assignment, the assigning party will require any assignee to agree in writing to be legally bound by this Agreement to the same extent as the assigning party. The non-assigning party will not unreasonably withhold or delay its consent, provided that: (a) at least thirty (30) days before the proposed transaction, the assigning party gives the non-assigning party written notice and such background information as may be reasonably necessary to enable the non-assigning party to give an informed consent; (b) the assignee agrees in writing to be legally bound by this Agreement; and (c) the assigning party provides the non-assigning party with a copy of assignee’s undertaking. Any permitted assignment will not relieve the assigning party of responsibility for performance of any obligation of the assigning party that has accrued at the time of the assignment. Further, in the event of assignment to an Affiliate, the assigning party will assume responsibility to ensure that Affiliate assignee complies fully with all of its obligations under the Agreement on an ongoing basis. Neither party will grant a security interest in the Licenses or this Agreement during the Term. Any prohibited assignment or security interest will be null and void.

Assignment & Hypothecation. Neither Party Company may not assign this Agreement or any part of it to any entityit, other than an Affiliateeither directly or by merger or operation of law, without the prior written consent of the other PartyDrexel, such which consent will not to be unreasonably withheld or delayed. Notwithstanding the foregoing, Company shall be permitted to assign this Agreement, without the prior written consent of Penn, pursuant to a merger or sale of all or substantially all of the assets to which the Agreement relates to a company in the business of developing and commercializing pharmaceutical products that has, together with its affiliates, a market value or, in the case of a publicly traded company listed on a nationally recognized exchange, market capitalization, of at least $250,000,000. As part of any permitted assignment, the assigning party will require any assignee to agree in writing to be legally bound by this Agreement to the same extent as the assigning party. The non-assigning party will not unreasonably withhold or delay its consent, provided that: (a) at least thirty (30) days [***] before the proposed transaction, the assigning party Company gives the non-assigning party Drexel written notice and such background information as may be reasonably necessary to enable the non-assigning party Drexel to give an informed consent; (b) the assignee agrees in writing to be legally bound by this AgreementAgreement and to deliver to Drexel an updated Development Plan within [***] after the closing of the proposed transaction; and (c) the assigning party Company provides the non-assigning party Drexel with a copy of assignee’s undertaking. Any permitted assignment will not relieve the assigning party Company of responsibility for performance of any obligation of the assigning party Company that has accrued at the time of the assignment. FurtherNotwithstanding the foregoing, Company may, without Drexel’s prior written consent, assign this Agreement, in whole but not in part, (y) to any Affiliate so long as Company remains obligated for all obligations under this Agreement as if such assignment had not occurred and (z) to a third party if all the event following conditions are met: (i) the assignment occurs in connection with a merger, acquisition, consolidation or other business combination or sale or other disposition of assignment all or substantially all of Company’s business or assets relating to an Affiliatethe subject matter hereof and this Agreement is assigned to such acquiror; (ii) Company is in good standing with respect to this Agreement; (iii) assignee has sufficient resources to fulfill all of Company’s diligence and other obligations under this Agreement; and (iv) prior to the assignment, the assigning party will assignee provides Drexel written confirmation that assignee shall assume responsibility all of Company’s interests, rights, duties, liabilities and obligations under this Agreement, and agrees to ensure that Affiliate assignee complies fully comply with all terms and conditions of its obligations under the this Agreement on as if assignee were an ongoing basisoriginal party to this Agreement. Neither party Company will not grant a security interest in the Licenses License or this Agreement during the Term. Any prohibited assignment or security interest will be null and void.