Neither Party may assign or otherwise transfer this Agreement without the prior written consent of the other Party, except that (a) either Party may assign this Agreement without the consent of the other Party in connection with the acquisition of such Party or the sale of all or substantially all of the assets of such Party (whether by sale or merger or otherwise), and (b) Purchaser may assign (i) this Agreement without consent in connection with a transfer of Registrable Securities not prohibited hereunder to an Affiliate at any time, and (ii) after the Lock-Up Period, its rights under Section 6 without consent in connection with a transfer of Registrable Securities not prohibited hereunder, to any Person (other than in a public offering or a sale pursuant to Rule 144); provided that the transferee, prior to or simultaneously with such transfer, shall have agreed in writing to be subject to and bound by all of the restrictions and obligations set forth in this Agreement as though it were Purchaser hereunder.  Any assignment of this Agreement in violation of this Section 7.7 shall be null and void. Assignment of this Agreement by either Party shall not relieve the assignor of its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.