AGREEMENT OR DOCUMENT SHALL INCLUDE SUCH PARTY'S SUCCESSORS AND
PERMITTED ASSIGNS;
(E)
ALL REFERENCES TO "$" AND DOLLARS SHALL BE
DEEMED TO REFER TO UNITED STATES CURRENCY UNLESS OTHERWISE SPECIFICALLY
PROVIDED;
(F)
ALL REFERENCES TO A DAY OR DAYS SHALL BE
DEEMED TO REFER TO A CALENDAR DAY OR CALENDAR DAYS, AS APPLICABLE, UNLESS
OTHERWISE SPECIFICALLY PROVIDED; AND
(G)
ANY REFERENCE TO ANY AGREEMENT OR CONTRACT
REFERENCED HEREIN SHALL BE A REFERENCE TO SUCH AGREEMENT OR CONTRACT, AS
AMENDED, MODIFIED, SUPPLEMENTED OR WAIVED.
10.12
HEADINGS AND TITLES.
DESCRIPTIVE HEADINGS AND TITLES
USED IN THIS AGREEMENT ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY, AND DO
NOT CONSTITUTE A PART OF THIS AGREEMENT AND SHALL NOT BE DEEMED TO LIMIT,
CHARACTERIZE OR IN ANY WAY AFFECT ANY PROVISION OF THIS AGREEMENT, AND ALL
PROVISIONS OF THIS AGREEMENT SHALL BE ENFORCED AND CONSTRUED AS IF NO HEADINGS
OR TITLES HAD BEEN USED IN THIS AGREEMENT.
10.13
NO THIRD PARTY BENEFICIARIES.
NOTHING IN THIS
AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO OR SHALL CONFER UPON ANY PERSON
OTHER THAN THE PARTIES HERETO OR THEIR RESPECTIVE SUCCESSORS AND PERMITTED
ASSIGNS, ANY RIGHTS, REMEDIES OR LIABILITIES UNDER OR BY REASON OF THIS
AGREEMENT.
10.14
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF
THIS AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID
UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT IS HELD BY A COURT
OF COMPETENT JURISDICTION TO BE PROHIBITED BY OR UNENFORCEABLE UNDER APPLICABLE
LAW, SUCH PROVISION SHALL BE INEFFECTIVE ONLY TO THE EXTENT OF SUCH PROHIBITION
OR UNENFORCEABILITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISIONS OR
THE REMAINING PROVISIONS OF THIS AGREEMENT AND SUCH COURT SHALL HAVE THE
AUTHORITY TO MODIFY SUCH UNENFORCEABLE PROVISION TO THE EXTENT NECESSARY TO
RENDER IT ENFORCEABLE, PRESERVING TO THE FULLEST EXTENT PERMISSIBLE THE INTENT
OF THE PARTIES.
10.15
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
MULTIPLE COUNTERPARTS (INCLUDING BY MEANS OF TELECOPIED OR ELECTRONICALLY
TRANSMITTED SIGNATURE PAGES), ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE
AND THE SAME AGREEMENT.
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10.16
ORDER OF PRECEDENCE.
THIS AGREEMENT AND THE PURCHASE
AGREEMENT ARE INTENDED TO BE INTERPRETED COMPLEMENTARY BUT INDEPENDENT OF ONE
ANOTHER.
ANY INCONSISTENCY, AMBIGUITY OR CONFLICT BETWEEN THIS AGREEMENT AND
THE PURCHASE AGREEMENT SHALL BE RESOLVED IN THE FOLLOWING ORDER OF PRECEDENCE
(WITH (I) HAVING THE HIGHEST PRIORITY):
(I) THIS AGREEMENT; AND (II) PURCHASE
AGREEMENT.
10.17
NO STRICT CONSTRUCTION.
NOTWITHSTANDING THE FACT THAT
THIS AGREEMENT HAS BEEN DRAFTED OR PREPARED BY ONE OF THE PARTIES, EACH OF
LICENSOR AND LICENSEE CONFIRM THAT THEY AND THEIR RESPECTIVE COUNSEL HAVE
REVIEWED, NEGOTIATED AND ADOPTED THIS AGREEMENT AS THE JOINT AGREEMENT AND
UNDERSTANDING OF THE PARTIES HERETO, AND THE LANGUAGE USED IN THIS AGREEMENT
SHALL BE DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES HERETO TO EXPRESS THEIR
MUTUAL INTENT, AND NO RULE OF STRICT CONSTRUCTION SHALL BE APPLIED AGAINST ANY
PARTY.
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IN WITNESS WHEREOF, each of the Parties has caused this
Agreement to be executed in