This Agreement is not assignable, transferable or sublicensable by,either party except with the other’s prior written consent, except that either party may transfer and,assign any of its rights under this Agreement without consent in connection with a reorganization,,merger, consolidation, acquisition, or other restructuring involving all or substantially all of its voting,securities or assets Both parties agree that this Agreement is the complete and exclusive statement of,the mutual understanding of the parties and supersedes and cancels all previous written and oral,agreements, communications and other understandings relating to the subject matter of this,Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as,otherwise provided herein.