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1 Neither Party shall do anything which will intentionally jeopardize the goodwill of the other Party or the reputation of the other's products (including the Products). 2 This Agreement shall not be assignable by either Party without the other Party's prior written consent, which consent may not be unreasonably withheld except as otherwise provided herein. Notwithstanding the foregoing, LAM shall be entitled at any time to assign any of its rights, duties, obligations, covenants or agreements under this Agreement, provided that the assignee agrees in writing and in form and substance satisfactory to IXORA, acting reasonably, to assume and be bound by all of the terms and obligations contained in this Agreement as if such assignee had entered into this Agreement in the place and stead of LAM; and provided that IXORA receive in form and substance satisfactory to it, acting reasonably, evidence that the assignee's agreements referred to above are legal, valid and binding obligations of the assignee. 3 This Agreement and all schedules attached hereto constitute the entire agreement between the Parties and supersede all prior agreements, letters of intent, understandings, agreements, representations, warranties or other provisions, express or implied, relating to the subject matter of this Agreement and no amendments of any provision hereof shall be binding on either Party unless consented to in writing by both Parties.]