Neither Party shall be entitled to assign this Agreement without prior written permission from the other Party, which permission shall not be unreasonably withheld; provided , however , that notwithstanding the foregoing, a Party may assign this Agreement without any obligation to obtain the other Party’s prior written permission: (i) to any of its Affiliates or (ii) in connection with any merger, sale or other transfer of all or substantially all assets, sale of equity interests or other change of control transaction involving such Party (or, in the case of GENOCEA, involving any product or products to which this Agreement relates). In case of a succession the successor shall execute and deliver to ONCOVIR or GENOCEA as the case may be, an instrument in form, scope and substance agreeing to be bound by and to perform all its predecessor’s obligations under this Agreement.