Xvii

assign or delegate this Agreement or any rights or obligations hereunder, whether voluntarily, by operation of law or otherwise, without the prior written consent of Topspin (except as expressly set forth in Section 4(f)). Topspin may assign this Agreement to any successor by way of merger, acquisition or sale of all or substantially all of assets relating to this Agreement. Topspin or any successor may assign all of part of the right to payments under this Agreement. Any assignment or transfer of this Agreement made in contravention of the terms hereof shall be null and void. Subject to the foregoing, the terms and conditions of this Agreement shall be binding upon and inure to the benefit of the parties to it and their respective heirs, successors, assigns and legal representatives. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and merges all prior negotiations and drafts of the parties with regard thereto. No modification, addition or deletion, or waiver of any of the terms and conditions of this Agreement shall be binding on Topspin unless made in a non-preprinted agreement clearly understood by both parties to be a modification or waiver, and signed by a duly authorized representative of Topspin. If any of the provisions of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable under any applicable statute or rule of law, such provision shall, to that extent, be deemed omitted. All notices permitted or required under this Agreement shall be in writing and shall be delivered in person or mailed by first class, registered or certified mail, postage prepaid.