definiens: The word when used herein means any applicable, legally binding statute, ordinance, resolution, regulation, code, guideline, rule, order, decree, judgment, injunction, mandate or other legally binding requirement of a government entity . TheParties and their respective counsel have had an opportunity to fully negotiate this Agreement . Accordingly, this Agreement will not be construed againstany Party as the principal draftsperson hereof . A Party ’s failure to enforce any provision of this Agreement will neither be construed as a waiver of theprovision nor prevent the Party from enforcing any other provision of this Agreement . No provision of this Agreement may be waived except by a writingsigned by the Party against whom the waiver is to be effective . This Agreement and the Collaboration Agreement contain the entire agreement betweenthe Parties with respect to the subject matter of this Agreement and supersede all prior and contemporaneous written and oral agreements between theParties regarding such subject matter ; to the extent any term of this Agreement conflicts with the Collaboration Agreement, the terms of the CollaborationAgreement, as applicable, shall control . If any provision of this Agreement ( or portion thereof ) is found to be invalid, unlawful or unenforceable to anyextent, such provision of this Agreement will be enforced to the maximum extent permissible by applicable law so as to effect the intent of the Parties, andthe remainder of this Agreement will continue in full force and effect . No provision of this Agreement may be amended or otherwise modified except by awriting signed by the Parties to this Agreement . The Parties may execute this Agreement in counterparts, each of which will be deemed an original, butall of which together constitute one and the same agreement . This Agreement may be delivered by facsimile transmission or electronic mail, and suchcopies of executed signature pages will be binding as originals