TO THE SUBJECT MATTER HEREOF AND CANCELS AND SUPERSEDES ANY AND ALL
PRIOR NEGOTIATIONS, CORRESPONDENCE, UNDERSTANDINGS AND AGREEMENTS, WHETHER ORAL
OR WRITTEN, BETWEEN THE PARTIES RESPECTING THE SUBJECT MATTER HEREOF.
11.11.
INDEPENDENT CONTRACTORS.
BOTH PARTIES ARE INDEPENDENT
CONTRACTORS UNDER THIS AGREEMENT.
NOTHING HEREIN CONTAINED SHALL BE DEEMED TO
CREATE AN EMPLOYMENT, AGENCY, JOINT VENTURE OR PARTNERSHIP RELATIONSHIP BETWEEN
THE PARTIES HERETO OR ANY OF THEIR AGENTS OR EMPLOYEES, OR ANY OTHER LEGAL
ARRANGEMENT THAT WOULD IMPOSE LIABILITY UPON ONE PARTY FOR THE ACT OR FAILURE TO
ACT OF THE OTHER PARTY.
NEITHER PARTY SHALL HAVE ANY EXPRESS OR IMPLIED POWER
TO ENTER INTO ANY CONTRACTS OR COMMITMENTS OR TO INCUR ANY LIABILITIES IN THE
NAME OF, OR ON BEHALF OF, THE OTHER PARTY, OR TO BIND THE OTHER PARTY IN ANY
RESPECT WHATSOEVER.
11.12.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH NEED NOT CONTAIN THE SIGNATURE OF MORE THAN ONE
PARTY BUT ALL SUCH COUNTERPARTS TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
11.13.
FUTURE RELATIONSHIPS.
NOTHING CONTAINED IN THIS AGREEMENT SHALL
BE CONSTRUED, BY IMPLICATION OR OTHERWISE, AS AN OBLIGATION OF ANY PARTY HERETO
TO ENTER INTO A FURTHER AGREEMENT REGARDING THE SUBJECT MATTER OF THIS
AGREEMENT.
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11.14.
INTERPRETATION.
THE USE OF ANY GENDER HEREIN SHALL BE DEEMED TO
BE OR INCLUDE THE OTHER GENDERS AND THE USE OF THE SINGULAR HEREIN SHALL BE
DEEMED TO INCLUDE THE PLURAL (AND VICE VERSA), WHEREVER APPROPRIATE. 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." 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), (B) ANY REFERENCE HEREIN TO ANY PERSON SHALL BE CONSTRUED TO
INCLUDE THE PERSON'S SUCCESSORS AND ASSIGNS, (C) 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, AND
(D) ALL REFERENCES HEREIN TO ARTICLES, SECTIONS, OR SCHEDULES SHALL BE CONSTRUED
TO REFER TO ARTICLES, SECTIONS, AND SCHEDULES OF THIS AGREEMENT.
11.15.
NO THIRD PARTY RIGHTS OR OBLIGATIONS.
NO PROVISION OF THIS
AGREEMENT SHALL BE DEEMED OR CONSTRUED IN ANY WAY TO RESULT IN THE CREATION OF
ANY RIGHTS OR OBLIGATION IN ANY PERSON NOT A PARTY TO THIS AGREEMENT.
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IN WITNESS WHEREOF, duly authorized representatives of the Parties have duly
executed this Agreement to be effective as of the Effective Date.
INOVIO BIOMEDICAL CORPORATION
INOVIO ASIA PTE LTD.
By
/s/ Avtar Dhillon
By
/s/ Avtar Dhillon
Name: Avtar Dhillon, MD
Name: Avtar Dhillon, MD
Title: President & CEO
Title: President & CEO
Signature Page