This Agreement will be binding upon and inure to the benefit of the parties, their successors and permitted assigns.  Neither party may assign any of its rights or delegate any of its obligations under this Agreement , in whole or in part, except with the other party’s prior written consent.  If a party desires to assign this Agreement, it shall give written notice to the other party with sufficient detail to enable the other party to properly consider the matter, and any assignee reasonably acceptable to the other party shall be required to covenant in writing with such party to be bound by the terms of this Agreement.  In the event a party consents to the delegation of any of the other party’s obligations under this Agreement, the delegating party shall remain responsible for any breach of this Agreement by any such delegee.  Notwithstanding the foregoing, either party may assign this Agreement in its entirety without the other party’s consent, but subject to prior written notice, to any of its Affiliates or to a successor to or purchaser of all or substantially all of the business or assets of the assigning party or the assigning party’s business unit responsible for performance under this Agreement .   Any purported assignment in violation of this Section 14.5 shall be null and void and of no effect.