Assignment and Delegation. Neither this Agreement nor any right or obligation hereunder shall be assignable in whole or in part, whether by operation of law, or otherwise by either Party without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign or transfer its rights and obligations under this Agreement to a Person that succeeds to all or substantially all of that Party’s business or assets related to this Agreement whether by sale, merger, operation of law or otherwise and either Party may assign to an Affiliate. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assignees. Any transfer or assignment of this Agreement in violation of this Section 12.1 shall be null and void.

Assignment and Delegation.Assignment. Neither this Agreement nor any rightof the rights, interests or obligation hereunderobligations under this Agreement shall be assignableassigned or delegated, in whole or in part, whether by operation of law,law or otherwise by either Partyany party hereto without the prior written consent of the other Party. Notwithstandingparties hereto. Subject to the foregoing, either Party may assign or transfer its rights and obligations underpreceding sentence, this Agreement to a Person that succeeds to all or substantially all of that Party’s business or assets related to this Agreement whether by sale, merger, operation of law or otherwise and either Party may assign to an Affiliate. This Agreement shallwill be binding upon andupon, inure to the benefit ofof, and be enforceable byby, the Partiesparties hereto and their respective successors and permitted assignees. Any transfer or assignment of this Agreement in violation of this Section 12.1 shall be null and void.assigns.

Assignment and Delegation.Assignment. Neither this Agreement nor any rightof the rights, interests or obligation hereunder shallobligations under this Agreement may be assignableassigned or delegated, in whole or in part, whether by operation of law,law or otherwise by either Partyany of the parties hereto without the prior written consent of the other Party. Notwithstandingparties, and any such assignment without such prior written consent shall be null and void. Subject to the foregoing, either Party may assign or transfer its rights and obligations underpreceding sentence, this Agreement to a Person that succeeds to all or substantially all of that Party’s business or assets related to this Agreement whether by sale, merger, operation of law or otherwise and either Party may assign to an Affiliate. This Agreement shall be binding upon andupon, inure to the benefit ofof, and be enforceable byby, the Partiesparties hereto and their respective successors and permitted assignees. Any transfer or assignment of this Agreement in violation of this Section 12.1 shall be null and void.assigns.

Assignment and Delegation. Neither thisAssignment. This Agreement may not be assigned by either Party, nor any right or obligation hereunder shall be assignable in whole or in part, whether by operation of law,may either Party delegate its obligations or otherwise transfer any rights created by either Partythis Agreement, except as expressly permitted hereunder, without the prior written consent of the other Party. Notwithstanding the foregoing,Party, which consent will not be unreasonably withheld, conditioned or delayed with respect to assignment to such Party’s Affiliate; provided that either Party may assign or transfer its rights and obligations under this Agreement to a Person that succeeds tosuch Party’s successor in connection with the merger, consolidation, sale of all or substantially all of its assets or that Party’sportion of its business or assets relatedpertaining to the subject matter of this Agreement. The rights and obligations of the Parties under this Agreement whether by sale, merger, operation of law or otherwise and either Party may assign to an Affiliate. This Agreement shallwill be binding upon and inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assignees. Any transfer or assignmentassigns of this Agreement in violationthe Parties, and the name of a Party appearing herein will be deemed to include the name of such Party’s successors and permitted assigns to the extent necessary to carry out the intent of this Section 12.1 shall be null and void.11.11.

Assignment and Delegation.Assignment. Neither this Agreement nor any right or obligationall of the rights and obligations of a Party hereunder shallmay be assignable in wholeassigned, delegated, sold, transferred, sublicensed (except as otherwise provided herein) or in part, whetherotherwise disposed of, by operation of law,law or otherwise by eitherotherwise, to any Third Party without the prior written consent of the other Party. NotwithstandingParty, and any attempted assignment, delegation, sale, transfer, prohibited sublicense or other disposition, by operation of law or otherwise, of this Agreement or of any rights or obligations hereunder contrary to this Section 14.01 shall be a material breach of this Agreement by the foregoing,attempting Party, and shall be void and without force or effect; provided, however, that either Party maymay, without such consent of such Party, assign or transferthe Agreement and its rights and obligations under this Agreementhereunder to a Person that succeeds toan Affiliate or in connection with the transfer or sale of all or substantially all of that Party’s business orits assets related to this Agreement whether by sale, merger, operationthe division or the subject business, or in the event of lawits merger or otherwise and either Party may assign to an Affiliate.consolidation or change in control or similar transaction. This Agreement shall be binding uponupon, and inure to the benefit ofof, each Party, its Affiliates, and be enforceable by the Parties hereto and their respectiveits permitted successors and permitted assignees. Any transfer or assignmentassigns. Each Party shall be responsible for the compliance by its Affiliates with the terms and conditions of this Agreement in violation of this Section 12.1 shall be null and void.Agreement.

Assignment and Delegation.Assignment. Neither Party may assign or delegate this Agreement noror any rightrights or obligationduties hereunder shall be assignable in whole or in part, whether by operation of law, or otherwise by either Party without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign or transfer its rights and obligations underThe terms of this Agreement to a Person that succeeds to all or substantially all of that Party’s business or assets related to this Agreement whether by sale, merger, operation of law or otherwise and either Party may assign to an Affiliate. This Agreement shall be binding uponbind and inure to the benefit of the Parties’ respective successors, and be enforceable by the Parties heretoany permitted assigns, and their respective successors and permitted assignees. Any transferno assignment shall relieve any Party of any obligation or assignment ofliability under this Agreement in violation of this Section 12.1 shall be null and void.Agreement.

Assignment and Delegation.Assignment. Neither this Agreement nor any rightof the rights, interests or obligation hereunderobligations under this Agreement shall be assignableassigned, in whole or in part, whether by operation of law,law or otherwise by either Partyany of the parties without the prior written consent of the other Party. Notwithstandingparties. Subject to the foregoing, either Party may assign or transfer its rights and obligations underpreceding sentence, this Agreement to a Person that succeeds to all or substantially all of that Party’s business or assets related to this Agreement whether by sale, merger, operation of law or otherwise and either Party may assign to an Affiliate. This Agreement shallwill be binding upon andupon, inure to the benefit ofof, and be enforceable byby, the Parties heretoparties and their respective successors and permitted assignees. Any transfer or assignment of this Agreement in violation of this Section 12.1 shall be null and void.assigns.

Assignment and Delegation.SECTION # Assignment. Neither this Agreement nor any rightof the rights, interests or obligation hereunderobligations under this Agreement shall be assignableassigned, in whole or in part, whether by operation of law,law or otherwise by either Partyof the parties hereto without the prior written consent of the other Party. Notwithstandingparty. Any assignment in violation of the foregoing, either Party may assign or transfer its rights and obligations underpreceding sentence shall be void. Subject to the preceding two sentences, this Agreement to a Person that succeeds to all or substantially all of that Party’s business or assets related to this Agreement whether by sale, merger, operation of law or otherwise and either Party may assign to an Affiliate. This Agreement shallwill be binding upon andupon, inure to the benefit ofof, and be enforceable byby, the Parties heretoparties and their respective successors and permitted assignees. Any transfer or assignment of this Agreement in violation of this Section 12.1 shall be null and void.assigns.

Assignment and Delegation. Neither thisAssignment. This Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder shall be assignable in wholeassigned or in part, whether by operation of law, or otherwisetransferred, by either Party without the prior written consent of the other Party. Notwithstanding the foregoing, either Party maymay, without consent of the other Party, assign or transferthis Agreement and its rights and obligations under this Agreementhereunder in whole or in part to a Person that succeedsan Affiliate of such Party, or in whole to its successor in interest in connection with the sale of all or substantially all of that Party’s businessits stock or its assets related to which this Agreement whether by sale,relates, or in connection with a merger, operationacquisition or similar transaction. Any attempted assignment not in accordance with the foregoing shall be null and void and of law or otherwiseno legal effect. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. The terms and either Party may assign to an Affiliate. Thisconditions of this Agreement shall be binding uponupon, and inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assignees. Any transfer or assignment of this Agreement in violation of this Section 12.1 shall be null and void.inure

Assignment and Delegation.SECTION # Assignment. Neither this Agreement nor any rightof the rights, interests or obligation hereunderobligations under this Agreement shall be assignableassigned, in whole or in part, whether by operation of law,law or otherwise by either Partyany of the Parties without the prior written consent of the other Party. NotwithstandingParties. Any purported assignment without such consent shall be void. Subject to the foregoing, either Party may assign or transfer its rights and obligations underpreceding sentences, this Agreement to a Person that succeeds to all or substantially all of that Party’s business or assets related to this Agreement whether by sale, merger, operation of law or otherwise and either Party may assign to an Affiliate. This Agreement shallwill be binding upon andupon, inure to the benefit ofof, and be enforceable byby, the Parties hereto and their respective successors and permitted assignees. Any transfer or assignment of this Agreement in violation of this Section 12.1 shall be null and void.assigns.