premise: (b) Disclosing Party reserves the right, in its sole discretion, to change the procedures relating to its consideration of the Transaction at any time without prior notice to Receiving Party or any other person, to reject any and all proposals made by Receiving Party or any of its Representatives with regard to the Transaction, and to terminate discussions and negotiations with Receiving Party at any time and for any reason; and  (c) unless and until a written definitive agreement concerning the Transaction has been executed and except as set forth in this Agreement, neither party nor any of its Representatives will have any liability to the other party with respect to the Transaction, whether by virtue of this Agreement, any other written or oral expression with respect to the Transaction or otherwise.   13. This Agreement shall not be assignable by either party, and neither party may delegate its duties hereunder, without the prior written consent of the other party, which consent may be granted or denied in the sole discretion of the non-assigning party, except that in the event that more than 50% of the capital stock of Disclosing Party is acquired by any person or entity, Receiving Party’s consent shall not be required for an assignment of this Agreement to such person or entity.  All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.   14. Nothing in this Agreement shall be construed as creating any obligation on the part of Disclosing Party to disclose any Confidential Information whatsoever.  Nothing in this Agreement shall be construed as granting Receiving Party any license or any other rights with respect to Disclosing Party’s proprietary rights or Confidential Information.  The parties further acknowledge and agree that each party reserves the right, in its sole discretion, to terminate discussions and negotiations with the other party at any time and for any reason or no reason.