Common use of ASSIGNMENT OF SYNGENTA'S RIGHTS AND OBLIGATIONS Clause in Contracts

ASSIGNMENT OF SYNGENTA'S RIGHTS AND OBLIGATIONS. (a) The rights and obligations under this LICENSE AGREEMENT pertaining to SYNGENTA are personal to SYNGENTA and SYNGENTA shall not (by operation of law or otherwise) assign, mortgage, or pledge as security any of its rights hereunder, nor shall SYNGENTA subcontract or otherwise delegate (other than in the ordinary course of business) any of its obligations hereunder (except as otherwise provided in this LICENSE AGREEMENT), except with the prior written consent of D&PL, provided that, without the consent of D&PL, (i) when expressly permitted to do so under other provisions of this LICENSE AGREEMENT, SYNGENTA may, in the ordinary course of business, subcontract or delegate performance of its obligations under this LICENSE AGREEMENT (including, but not limited to, breeding, development, increase, testing, and marketing seed and collecting TECHNOLOGY FEES) to third parties under contract with SYNGENTA, provided that SYNGENTA shall remain liable to D&PL with respect to performance of SYNGENTA'S obligations under this LICENSE AGREEMENT by such third party(ies), and (ii) SYNGENTA shall have the right to assign this LICENSE AGREEMENT and the rights and obligations hereunder (A) to an AFFILIATE of SYNGENTA or (B) to a third party in connection with the reorganization, consolidation, spin-off, sale, or transfer of all or substantially all of its stock or its assets related to research and development in the field of cotton, or such other business unit of SYNGENTA as may then be responsible for compliance with this LICENSE AGREEMENT, either alone or in conjunction with other SYNGENTA business, provided that, as a condition of such assignment, the assignee shall agree in writing to be bound by the provisions hereof. (b) [Text in Item 11 of Exhibit K]