Common use of Assignment & Hypothecation Clause in Contracts

Assignment & Hypothecation. Inari may not assign this Agreement, or its rights or obligations hereunder, without the prior written consent of Inceptus, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, Inari may, without such consent, assign this Agreement (a) to any Affiliate, or (b) in connection with the transfer or sale of all or substantially all of its business to which this Agreement relates, or in the event of its merger, consolidation, Change in Control or similar transaction; provided, however, that (i) the assignee (if any) agrees in writing to be legally bound by this Agreement within forty-five (45) days after the closing of the proposed transaction, and (ii) Inari provides Inceptus with a copy of assignee’s undertaking. For clarity, an entity that acquires Inari in a Change of Control shall not be required to be legally bound to this Agreement if Inari remains a party to this Agreement after such Change of Control and such entity is not an assignee. Any permitted assignment will not relieve Inari of responsibility for performance of any obligation of Inari that has accrued prior to the assignment. Inari shall not grant a security interest in the sublicense granted hereunder, to the Patent Rights, or to this Agreement. Any prohibited assignment or security interest will be null and void. Inceptus may freely assign this Agreement, in whole or in part, without Inari’s prior consent. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.