Common use of Assignment & Hypothecation Clause in Contracts

Assignment & Hypothecation. VGX 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 Penn. Penn will not unreasonably withhold or delay its consent, provided that: (a) at least thirty (30) days before the proposed transaction, VGX gives Penn written notice and such background information as may be reasonably necessary to enable Penn to give an informed consent; (b) the assignee agrees in writing to be legally bound by this Agreement and to deliver to Penn an updated Development Plan within forty-five (45) days after the closing of the proposed transaction; and (c) VGX provides Penn with a copy of assignee’s undertaking. Any permitted assignment will not relieve VGX of responsibility for performance of any obligation of VGX that has accrued at the time of the assignment. VGX 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.