Assignment. Neither Party may assign its rights or, except as provided in [Section 3.1.3] or [Section 4.6], delegate its obligations under this Agreement, whether by operation of law or otherwise, in whole or in part without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except that # Allergan shall have the right, without such consent, to assign any or all of its rights and delegate any or all of its obligations hereunder to any of its Affiliates or to any successor in interest (whether by merger, acquisition, asset purchase or otherwise) to all or substantially all of the business to which this Agreement relates and # UroGen shall have the right, without such consent, to assign any or all of its rights and delegate any or all of its obligations hereunder to any of its Affiliates or to any successor in interest (whether by merger, acquisition, asset purchase or otherwise) to all or substantially all of the business to which this Agreement relates; provided that if either Party assigns this Agreement to an Affiliate or a successor in interest, then # such assigning Party shall provide written notice to the other Party of any such assignment and # with respect to any assignment to a successor in interest, such assigning Party shall require such successor in interest (and its Affiliates) to adopt reasonable procedures to be agreed upon in writing to restrict access to Confidential Information of the other Party to those persons who had access to Confidential Information prior to such assignment, unless additional access is expressly permitted by the other Party. Any permitted successor of a Party or any permitted assignee of a Party’s rights under this Agreement that has also assumed all of such Party’s obligations hereunder in writing shall, upon any such succession or assignment and assumption, be deemed to be a party to this Agreement as though named herein in substitution for the assigning Party, whereupon the assigning Party shall cease to be a party to this Agreement and shall cease to have any rights or obligations under this Agreement. All validly assigned rights of such Party shall inure to the benefit of and be enforceable by, and all validly delegated obligations of Allergan shall be binding on and be enforceable against, the permitted successors and assigns of such Party. Any attempted assignment or delegation in violation of this [Section 12.3] shall be void and of no effect.