This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their successors and assigns. Notwithstanding the foregoing, no Party hereto shall have the right to assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party; provided, however, each Party may assign, transfer or delegate its rights and obligations, in whole or in part, under this Agreement without the consent of the other Party to any of its Affiliates or to its Third Party successor/acquiror as a result of an Acquisition Event of such Party, provided, that the foregoing does not limit Roche’s rights under Section 10.3. In the event this Agreement is assigned by a Party to its Affiliate, such Party hereby guarantees the performance by its Affiliates obligations under this Agreement, and shall cause its Affiliates to comply with the provisions of this Agreement in connection with such performance and  any breach by such Party’s Affiliate of any of its obligations under this Agreement shall be deemed a breach by such Party, and the other Party may proceed directly against such Party without any obligation to first proceed against such Party’s Affiliate.