This Agreement may not be assigned by either Party without the express written consent of the other Party; provided, however, that either Party may assign its rights and obligations pursuant to this Agreement without the written consent of the other Party to any of its Affiliates ; provided, that (i) such Affiliate agrees to be bound by the terms of this Agreement, and (ii) Company may not assign this Agreement to any AMYRIS Competitor without the written consent of AMYRIS. In the event of any Buy-Out Closing, notwithstanding the foregoing, this Agreement shall thereafter (a) be assignable by Company to an AMYRIS Competitor that is an Affiliate of TOTAL without the consent of AMYRIS; and (b) be assignable by AMYRIS to a Third Party in connection with a Change of Control of AMYRIS. Any purported assignment not specifically described above shall be null and void, without the express written agreement of both Parties hereto.