definiens: shall mean 1].1 ] No Assignment ; Binding Effect . Except as expressly pennitted herein, neither Party may assign any of its rights, duties and obligations under this Agreement without the express written consent of the other Party, which may be given or withheld, as the case may be, in the other Party 's sale and absolute discretion, except a Party may make such an assignment without such consent to a successor to substantially all of the business of such Party to which this Agreement pertains, whether in merger, sale of stock, sale of assets or other transaction ; provided that in event of such transaction, intel1ectual property rights of a party to such transaction other than one of the Parties shall not be included in the technology sublicensed hereunder . This Agreement and all rights and obligations hereunder shall inure to the benefit of and be binding upon the Parties, their affiliates, and their respective lawful successors and assigns ( including, without limitation, any successor to a Party upon a change of control )