Assignment. This Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may, without consent of the other Party, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate of such Party, or in whole to its successor in interest in connection with the sale of all or substantially all of its stock or its assets to which this Agreement relates, or in connection with a merger, acquisition or similar transaction. Any attempted assignment not in accordance with the foregoing shall be null and void and of no legal effect. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. The terms and conditions of this Agreement shall be binding upon, and shall inure

Assignment. This Agreement may not be assigned by either Party, nor may either Party delegate its obligations or otherwise transferred, nor maytransfer any right or obligation hereunder be assigned or transferred,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, without consent of the other Party,may assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate of such Party, or in whole to itsParty’s successor in interest in connection with the merger, consolidation, sale of all or substantially all of its stockassets or its assets to which this Agreement relates, or in connection with a merger, acquisition or similar transaction. Any attempted assignment not in accordance with the foregoing shall be null and void and of no legal effect. Any permitted assignee shall assume all assigned obligationsthat portion of its assignor underbusiness pertaining to the subject matter of this Agreement. The termsrights and conditionsobligations of the Parties under this Agreement will be binding upon and inure to the benefit of the successors and permitted assigns of the 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 Agreement shall be binding upon, and shall inureSection 11.11.

Assignment. This Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Partyparty without the prior written consent of the other Party. Notwithstanding the foregoing,other, such consent not to be unreasonably withheld; provided, however, that either Party may, without consent of the other Party,may assign this Agreement and(and its rights and obligations hereunder in wholehereunder) without the other Party’s consent: # to one of its Affiliates or in part to an Affiliate of such Party, or in whole to its successor in interest# in connection with the assignment, transfer, sale or divestiture of all or substantially all of its stockbusiness or its assets (or that portion thereof to which this Agreement relates,pertains) or in connectionthe event of its merger or consolidation with a merger, acquisitionThird Party, provided that, in the case of such an assignment under clause (a) or similar transaction. Any attempted assignment not(b), such assignee agrees in accordance with the foregoing shallwriting to be null and void and of no legal effect. Any permitted assignee shall assumebound by all assigned obligations of its assignor under this Agreement. The terms and conditions of this Agreement. Any attempted assignment of this agreement made in violation of the foregoing shall be deemed null and avoid. This Agreement shall inure to the benefit of and be binding upon,upon each party, its successors and assigns. No assignment shall inurerelieve either party of the performance of any accrued obligation.

Assignment. This Agreement mayand the rights granted hereunder shall not be assigned in whole or otherwise transferred, nor may any rightin part, either voluntarily, by operation of law or obligation hereunder be assigned or transferred, by either Partyotherwise, without the prior written consent of both Parties, except that his Agreement may be assigned to Affiliates of a Party without prior written consent from the other Party. NotwithstandingAny attempt to make an assignment without the foregoing, either Party may, without consent of the other Party, assign this Agreement and its rights and obligationsrequired hereunder in whole or in part to an Affiliate of such Party, or in whole to its successor in interest in connection with the sale of all or substantially all of its stock or its assets to which this Agreement relates, or in connection with a merger, acquisition or similar transaction. Any attempted assignment not in accordance with the foregoing shall be null and void and may be treated by the other Party as a breach of no legal effect. Any permitted assignee shall assume all assigned obligationsa material provision of its assignor under this Agreement. The terms and conditions of this Agreement shall be binding upon, and shall inure

Assignment. ThisNeither this Agreement nor any rights or obligations hereunder may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred,transferred by either Partyparty without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may, without consent of the other Party,party; provided, however, that Assignee may assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate of such Party, or in whole to its successor in interestwithout Assignor’s consent: # in connection with the transfer or sale of all or substantially all of its stock or its assetsAssignee’s business to which this Agreement relates,relates to a Third Party, whether by merger, sale of stock, sale of assets or in connection withotherwise; or # to an Affiliate. The rights and obligations of the parties under this Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties, and the name of a merger, acquisition or similar transaction.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. Any attempted assignment not in accordance with the foregoing shall be null and void and of no legal effect. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. The terms and conditions of this Agreement shall be binding upon, and shall inurevoid.

Assignment. ThisNeither Party may assign or transfer this Agreement may not be assigned or otherwise transferred, nor may any rightrights or obligationobligations hereunder be assigned or transferred, by either Party without the prior written consent of the other Party. Notwithstanding the foregoing, eitherother, except that a Party may,may make such an assignment without consent of the other Party, assign this Agreement and its rights and obligations hereunder in whole or in partParty’s consent to an Affiliate of such Party, or in whole to itsa successor in interest in connection with the sale of all orto substantially all of its stockthe assets or its assetsbusiness to which this Agreement relates, orwhether in connection with a merger, acquisitionsale of stock, sale of assets, reorganization or similarother transaction. Any permitted successor or assignee of rights or obligations hereunder will, in a writing to the other Party, expressly assume performance of such rights or obligations (and in any event, any Party assigning this Agreement to an Affiliate will remain bound by the terms and conditions hereof). Any permitted assignment will be binding on the successors of the assigning Party. Any assignment or attempted assignment notby either Party in accordance withviolation of the foregoing shallterms of this Section 18.5 will be null andnull, void and of no legal effect. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. The terms and conditions of this Agreement shall be binding upon, and shall inure

Assignment. This Agreement mayshall not be assignedassignable, in whole or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred,in part, by either Party without the prior written consent of the other Party. NotwithstandingParty, except that the foregoing, either Party may, without consent of the other Party,Company may assign this Agreement and its rights and obligations hereunderunder this Agreement to any successor or affiliate of the Company, or to any corporation, firm or other business entity # with or into which the Company may merge or consolidate, # to which all or substantially all of the ownership interests in wholethe Company may be transferred or in part# to an Affiliate of such Party,which the Company may otherwise sell or in whole to its successor in interest in connection with the sale oftransfer all or substantially all of its stock or its assets to which this Agreement relates, or in connection with a merger, acquisition or similar transaction. Any attemptedassets. After any such assignment not in accordance with the foregoing shall be null and void and of no legal effect. Any permittedsuch assignee shall assumethereafter be deemed to be the Company for the purposes of all assigned obligations of its assignor under this Agreement. The terms and conditionsprovisions of this Agreement shall be binding upon, and shall inureincluding this Section 5.

Assignment. ThisNeither this Agreement nor any or all of the rights and obligations of a Party hereunder may not be assignedassigned, delegated, sold, transferred, sublicensed (except as otherwise provided herein) or otherwise transferred, nor maydisposed of, by operation of law or otherwise, to any right or obligation hereunder be assigned or transferred, by eitherThird 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 may, without such consent of the othersuch Party, assign thisthe Agreement and its rights and obligations hereunder in whole or in part to an Affiliate of such Party, or in whole to its successor in interest in connection with the transfer or sale of all or substantially all of its stockassets related to the division or its assets to which this Agreement relates,the subject business, or in connection with a merger, acquisitionthe event of its merger or consolidation or change in control or similar transaction. Any attempted assignment not in accordance with the foregoing shall be null and void and of no legal effect. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. The terms and conditions of thisThis Agreement shall be binding upon, and inure to the benefit of, each Party, its Affiliates, and its permitted successors and assigns. Each Party shall inurebe responsible for the compliance by its Affiliates with the terms and conditions of this Agreement.

Assignment. ThisNeither this Agreement nor any of the rights or obligations hereunder may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by eithera Party without the prior written consent of the other Party. Notwithstanding the foregoing, eitherParty, except # each Party may, without consent of the other Party,may assign this Agreement and its rights and obligations hereunderAgreement, in whole or in partpart, to an Affiliate of the assigning Party, provided that the assigning Party shall remain liable and responsible to the non-assigning Party hereto for the performance and observance of all such Party, orduties and obligations by such Affiliate; and # each Party may assign this Agreement, in wholewhole, to its successor in interest in connection with thea Person that acquires, by merger, sale of stock, sale of assets or otherwise, all or substantially all of its stock or its assetsthe business of the assigning Party to which the subject matter of this Agreement relates, provided that in the event of such a sale or transfer (whether this Agreement is actually assigned or is assumed by the acquiring party by operation of law (e.g., in connection withthe context of a merger, acquisitionreverse triangular merger)), intellectual property rights of the acquiring party in such sale or similar transaction.transfer (if other than one of the Parties) shall not be included in the Patent Rights or Know-How licensed hereunder or otherwise subject to this Agreement Any attempted assignment not in accordance with the foregoing shall be null and void and of no legal effect. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. The terms and conditions of thisvoid. This Agreement shall be binding upon, and shall inure to the benefit of, all permitted successors and assigns.

Assignment. ThisNeither this Agreement nor any of the rights, interests or obligations under this Agreement may not be assigned or delegated, in whole or in part, by operation of law or otherwise transferred, nor mayby any right or obligation hereunder be assigned or transferred, by either Partyof the parties hereto without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may,parties, and any such assignment without consent of the other Party, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate of such Party, or in whole to its successor in interest in connection with the sale of all or substantially all of its stock or its assets to which this Agreement relates, or in connection with a merger, acquisition or similar transaction. Any attempted assignment not in accordance with the foregoingprior written consent shall be null and void and of no legal effect. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. The terms and conditions ofvoid. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and shall inurebe enforceable by, the parties hereto and their respective successors and permitted assigns.