"Indemnified Party"
Section 10.1(c)
"Indemnifying Party"
Section 10.1(c)
"Invalidity Claim"
Section 5.3(d)
"Joint Development Committee" or "JDC"
Section 3.2
"Joint Manufacturing Committee" or "JMC"
Section 3.6(c)
"Lead Party"
Section 5.3(e)
"Losses"
Section 10.1(a)
"New Indication"
Section 2.4
"New Indication Invention"
Section 5.1(a)
"Non-Breaching Party"
Section 8.2
"OCS"
Section 2.1
"SEC"
Section 6.1
"Severed Clause"
Section 10.11
"Technology Exchange"
Section 3.5
"Technology Exchange Plan"
Section 3.5
"Third Party Payment"
Section 4.2(b)
8
SECTION 1.47
INTERPRETATION.
WHENEVER THE CONTEXT MAY REQUIRE, ANY
PRONOUN SHALL INCLUDE THE CORRESPONDING MASCULINE, FEMININE, AND NEUTER FORMS.
THE WORDS "INCLUDE", "INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO BE FOLLOWED
BY THE PHRASE "WITHOUT LIMITATION". THE WORD "WILL" SHALL BE CONSTRUED TO HAVE
THE SAME MEANING AND EFFECT AS THE WORD "SHALL".
THE WORD "OR" SHALL BE
CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AS "AND/OR".
THIS AGREEMENT HAS
BEEN PREPARED JOINTLY WITH THE ASSISTANCE OF COUNSEL AND SHALL NOT BE STRICTLY
CONSTRUED AGAINST EITHER PARTY.
THE CAPTIONS OR HEADINGS OF THE SECTIONS OR
OTHER SUBDIVISIONS HEREOF ARE INSERTED ONLY AS A MATTER OF CONVENIENCE OR FOR
REFERENCE AND SHALL HAVE NO EFFECT ON THE MEANING OF THE PROVISIONS HEREOF.
UNLESS THE CONTEXT REQUIRES OTHERWISE, (A) ANY DEFINITION OF OR REFERENCE TO ANY
AGREEMENT, INSTRUMENT, OR OTHER DOCUMENT HEREIN SHALL BE CONSTRUED AS REFERRING
TO SUCH AGREEMENT, INSTRUMENT, OR OTHER DOCUMENT AS FROM TIME TO TIME AMENDED,
SUPPLEMENTED, OR OTHERWISE MODIFIED (SUBJECT TO ANY RESTRICTIONS ON SUCH
AMENDMENTS, SUPPLEMENTS, OR MODIFICATIONS SET FORTH HEREIN OR THEREIN), (B) ANY
REFERENCE TO ANY LAWS HEREIN SHALL BE CONSTRUED AS REFERRING TO ANY LAW,
STATUTE, RULE, REGULATION, ORDINANCE, OR OTHER PRONOUNCEMENT HAVING THE EFFECT
OF LAW OF ANY FEDERAL, NATIONAL, MULTINATIONAL, STATE, PROVINCIAL, COUNTY, CITY,
OR OTHER POLITICAL SUBDIVISION, DOMESTIC OR FOREIGN, AS THEY FROM TIME TO TIME
MAY BE ENACTED, REPEALED, OR AMENDED, (C) ANY REFERENCE HEREIN TO ANY PERSON
SHALL BE CONSTRUED TO INCLUDE THE PERSON'S SUCCESSORS AND ASSIGNS, (D) THE WORDS
"HEREIN", "HEREOF", AND "HEREUNDER", AND WORDS OF SIMILAR IMPORT, SHALL BE
CONSTRUED TO REFER TO THIS AGREEMENT IN ITS ENTIRETY AND NOT TO ANY PARTICULAR
PROVISION HEREOF, (E) ANY REFERENCE HEREIN TO THE WORDS "MUTUALLY AGREE" OR
"MUTUAL WRITTEN AGREEMENT" SHALL NOT IMPOSE ANY OBLIGATION ON EITHER PARTY TO
AGREE TO ANY TERMS RELATING THERETO OR TO ENGAGE IN DISCUSSIONS RELATING TO SUCH
TERMS EXCEPT AS SUCH PARTY MAY DETERMINE IN SUCH PARTY'S SOLE DISCRETION, AND
(F) ALL REFERENCES HEREIN TO ARTICLES, SECTIONS, EXHIBITS, OR SCHEDULES SHALL BE
CONSTRUED TO REFER TO ARTICLES, SECTIONS, EXHIBITS, AND SCHEDULES OF THIS
AGREEMENT.
ARTICLE II
GRANT OF RIGHTS
SECTION 2.1
BIOLINERX LICENSE GRANT TO IKARIA; CONSENT OF OCS.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE CONSENT OF
THE OFFICE OF THE CHIEF SCIENTIST OF THE STATE OF ISRAEL ("OCS"), BIOLINERX
HEREBY GRANTS TO IKARIA THE EXCLUSIVE, ROYALTY-BEARING RIGHT AND LICENSE IN THE
TERRITORY UNDER THE BIOLINERX INTELLECTUAL PROPERTY (INCLUDING, FOR CLARITY, A
SUBLICENSE UNDER THE SUBLICENSED IP) TO DEVELOP, MANUFACTURE AND COMMERCIALIZE
PRODUCTS FOR