Neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred by any Party without the consent of the other Party; except   that any Party may, without such consent, assign this Agreement, in whole or in part:  (a) to any of its respective Affiliates, provided ,   that the assigning Party shall remain jointly and severally liable with such Affiliate in respect of all obligations so assigned; or (b) to any successor in interest by way of merger, acquisition or sale of all or substantially all of its assets to which this Agreement relates, provided ,   that such successor agrees in writing to be bound by the terms of this Agreement as if it were the assigning party.  Any assignment or transfer of this Agreement not in accordance with this Section 12.5 shall be void and unenforceable.