definiens: is used in the inclusive sense . When used in this Agreement, means . References to either Party include the successors and permitted assigns of that Party . The headings of this Agreement are for convenience of reference only and in no way define, describe, extend or limi t the scope or intent of this Agreement or the inte nt of any provision contained in this Agreement . The Recitals and the Exhibits are incorporated by reference int o this Agreement . The Parties have each consulted counsel of their choice regarding this Agreement, and, acco rdingly, no provisions of this Agreement will be construed a gainst either Party on the basis that the Party dra fted this Agreement or any provision thereof . If the terms of this Agreement conflict with the terms of any Exhi bit, then the terms of this Agreement will govern . The offici al text of this Agreement and any Exhibits hereto, any notice given or accounts or statements required by this Ag reement, and any dispute proceeding related to or a rising hereunder, will be in English . If any dispute arise s concerning the construction or meaning of this Ag reement, then reference will be made to this Agreement solel y as written in English and not to any translation into any other language . References to a Sublicensee and sub licensing shall be deemed to include Sublicensees a nd sublicensing at all tiers unless expressly stated o therwise