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 University. University will not unreasonably withhold or delay its consent, provided that: (a) at least thirty (30) days before the proposed transaction, Company gives University written notice and such background information as may be reasonably necessary to enable University to give an informed consent; (b) the assignee agrees in writing to be legally bound by the terms of this Agreement; (c) the assignee agrees to deliver to University an updated Development Plan within sixty (60) days after the closing of the proposed transaction; (d) Company provides University with a copy of assignee’s affirmation of the obligations under (c) and (d); (e) Company provides University with a copy of the assignment agreement between Company and the assignee; and (f) University receives from Company the assignment fee per Section 3.11. 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. 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. Any assignment made where the foregoing conditions (b) through (f) of this Section are not met shall be deemed null and void.