FORTH IN SECTIONS 9.1 AND 9.2, NO THIRD PARTY (INCLUDING, WITHOUT LIMITATION,
EMPLOYEES OF EITHER PARTY) SHALL HAVE OR ACQUIRE ANY RIGHTS BY REASON OF THIS
AGREEMENT.
10.9
PURPOSES AND SCOPE.
THE PARTIES HERETO
UNDERSTAND AND AGREE THAT THIS LICENSE AGREEMENT IS LIMITED TO THE ACTIVITIES,
RIGHTS AND OBLIGATIONS AS SET FORTH IN THIS AGREEMENT. NOTHING IN THIS AGREEMENT
SHALL BE CONSTRUED (A) TO CREATE OR IMPLY A GENERAL PARTNERSHIP BETWEEN THE
PARTIES; (B) TO MAKE EITHER PARTY THE AGENT OF THE OTHER FOR ANY PURPOSE; (C) TO
ALTER, AMEND, SUPERSEDE OR VITIATE ANY OTHER ARRANGEMENTS BETWEEN THE PARTIES
WITH RESPECT TO ANY SUBJECT MATTERS NOT COVERED HEREUNDER; (D) TO GIVE EITHER
PARTY THE RIGHT TO BIND THE OTHER; (E) TO CREATE ANY DUTIES OR OBLIGATIONS
BETWEEN THE PARTIES EXCEPT AS EXPRESSLY SET FORTH HEREIN; OR (F) TO GRANT ANY
DIRECT OR IMPLIED LICENSES OR ANY OTHER RIGHT OTHER THAN AS EXPRESSLY SET FORTH
HEREIN.
10.10
ASSIGNMENT AND SUCCESSORS.
NEITHER THIS AGREEMENT NOR
ANY OBLIGATION OF A PARTY HEREUNDER MAY BE ASSIGNED BY EITHER PARTY WITHOUT THE
CONSENT OF THE OTHER WHICH SHALL NOT BE UNREASONABLY WITHHELD, EXCEPT THAT EACH
PARTY MAY ASSIGN THIS AGREEMENT AND THE RIGHTS, OBLIGATIONS AND INTERESTS OF
SUCH PARTY, IN WHOLE OR IN PART, TO ANY OF ITS AFFILIATES, AND TO ANY THIRD
PARTY PURCHASER OF ALL OF THE CAPITAL STOCK OF SUCH PARTY OR ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS IN THE LINE OF BUSINESS TO WHICH THIS AGREEMENT
PERTAINS OR TO ANY SUCCESSOR CORPORATION RESULTING FROM ANY MERGER OR
CONSOLIDATION OF SUCH PARTY WITH OR INTO SUCH CORPORATION.
10.11
FORCE MAJEURE EVENT.
NEITHER ORAL DNA NOR ILI SHALL
BE LIABLE FOR FAILURE OF OR DELAY IN PERFORMING OBLIGATIONS SET FORTH IN THIS
AGREEMENT, AND NEITHER SHALL BE DEEMED IN BREACH OF ITS OBLIGATIONS, IF SUCH
FAILURE OR DELAY IS DUE TO A FORCE MAJEURE EVENT.
IN EVENT OF SUCH FORCE
MAJEURE EVENT, THE PARTY AFFECTED SHALL USE REASONABLE EFFORTS TO CURE OR
OVERCOME THE SAME AND RESUME PERFORMANCE OF ITS OBLIGATIONS HEREUNDER.
10.12
INTERPRETATION.
THE PARTIES HERETO ACKNOWLEDGE AND
AGREE THAT: (A) EACH PARTY AND ITS COUNSEL REVIEWED AND NEGOTIATED THE TERMS AND
PROVISIONS OF THIS AGREEMENT AND HAVE CONTRIBUTED TO ITS REVISION; (B) THE
RULE OF CONSTRUCTION TO THE EFFECT THAT ANY AMBIGUITIES ARE RESOLVED AGAINST THE
DRAFTING PARTY SHALL NOT BE EMPLOYED IN THE INTERPRETATION OF THIS AGREEMENT;
AND (C) THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED FAIRLY AS
TO EACH PARTY AND NOT IN A FAVOR OF OR AGAINST EITHER PARTY, REGARDLESS OF WHICH
PARTY WAS GENERALLY RESPONSIBLE FOR THE PREPARATION OF THIS AGREEMENT.
IN
ADDITION, UNLESS A CONTEXT OTHERWISE REQUIRES, WHEREVER USED, THE SINGULAR SHALL
INCLUDE THE PLURAL, THE PLURAL THE SINGULAR, THE USE OF ANY GENDER SHALL BE
APPLICABLE TO ALL GENDERS AND THE WORD "OR" IS USED IN THE INCLUSIVE SENSE.
10.13
INTEGRATION; SEVERABILITY.
THIS AGREEMENT IS THE
ENTIRE AGREEMENT WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL
OTHER AGREEMENTS AND