definiens: are used in the inclusive sense . When used in this Agreement, means . References to either Party include the successors and permitted assigns ofthat Party . The headings of this Agreement are for convenience of reference only and in no way define, describe, extend orlimit the scope or intent of this Agreement or the intent of any provision contained in this Agreement . The Parties have eachconsulted counsel of their choice regarding this Agreement, and, accordingly, no provisions of this Agreement shall beconstrued against either Party on the basis that the Party drafted this Agreement or any provision thereof . If the terms of thisAgreement conflict with the terms of any Exhibit, then the terms of this Agreement shall govern . The official text of thisAgreement and any Exhibits hereto, any notice given or accounts or [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separatelywith the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended