Neither Party may assign this Agreement, including by operation of law, without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed, except that either Party may assign this Agreement (i) to an Affiliate of such Party or (ii) as part of a merger, consolidation, corporate reorganization or sale of all or substantially all of such Party’s assets, in each case (i) and (ii), without the prior written consent of the other Party provided that (A) the permitted assignee assumes in writing the performance of all of the assigning Party’s obligations under this Agreement and (B) in the case Eiger is the assigning Party, Eiger simultaneously assigns the Merck License Agreement to the permitted assignee.  Any attempted assignment in violation of the foregoing restriction will be void.  Subject to the foregoing restriction, this Agreement will be binding upon, enforceable by, and inure to the benefit of the Parties and their respective successors and permitted assigns.