Common use of Assignment & Hypothecation Clause in Contracts

Assignment & Hypothecation. Company may not assign this Agreement or any part of it, either directly or by merger or operation of law, without the prior written consent of Drexel, which consent will not be unreasonably withheld or delayed, provided that: (a) at least [***] before the proposed transaction, Company gives Drexel written notice and such background information as may be reasonably necessary to enable Drexel to give an informed consent; (b) the assignee agrees in writing to be legally bound by this Agreement and to deliver to Drexel an updated Development Plan within [***] after the closing of the proposed transaction; and (c) Company provides Drexel with a copy of assignee’s undertaking. Any permitted assignment will not relieve Company of responsibility for performance of any obligation of Company that has accrued at the time of the assignment. Notwithstanding 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 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 all or substantially all of Company’s business or assets relating to the 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, assignee provides Drexel written confirmation that assignee shall assume all of Company’s interests, rights, duties, liabilities and obligations under this Agreement, and agrees to comply with all terms and conditions of this Agreement as if assignee were an original party to this Agreement. Company will not grant a security interest in the License or this Agreement during the Term. Any prohibited assignment or security interest will be null and void.

Assignment & Hypothecation. Company Neither Party may not assign this Agreement or any part of itit to any entity, either directly or by merger or operation of lawother than an Affiliate, without the prior written consent of Drexelthe other Party, which such 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, Company the assigning party gives Drexel the non-assigning party written notice and such background information as may be reasonably necessary to enable Drexel the non-assigning party to give an informed consent; (b) the assignee agrees in writing to be legally bound by this Agreement and to deliver to Drexel an updated Development Plan within [***] after the closing of the proposed transactionAgreement; and (c) Company the assigning party provides Drexel the non-assigning party with a copy of assignee’s undertaking. Any permitted assignment will not relieve Company the assigning party of responsibility for performance of any obligation of Company the assigning party that has accrued at the time of the assignment. Notwithstanding the foregoing, Company may, without Drexel’s prior written consent, assign this AgreementFurther, in whole but not in partthe event of assignment to an Affiliate, (y) the assigning party will assume responsibility to any ensure that Affiliate so long as Company remains obligated for assignee complies fully with all of its obligations under this the Agreement as if such assignment had not occurred and (z) to a third on an ongoing basis. Neither party if all the 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 all or substantially all of Company’s business or assets relating to the 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, assignee provides Drexel written confirmation that assignee shall assume all of Company’s interests, rights, duties, liabilities and obligations under this Agreement, and agrees to comply with all terms and conditions of this Agreement as if assignee were an original party to this Agreement. Company will not grant a security interest in the License Licenses or this Agreement during the Term. Any prohibited assignment or security interest will be null and void.