Common use of 10Interpretation Clause in Contracts

10Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein will be deemed to encompass references to either or both genders, and the use of the singular will be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” will be deemed to be followed by the phrase “without limitation” and will not be interpreted to limit the provision to which it relates, (c) the word “shall” will be construed to have the same meaning and effect as the word “will”, (d) any definition of or reference to any agreement, instrument or other document herein will 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), (e) any reference herein to any Person will be construed to include the Person’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, will be construed to refer to this Agreement in each of their entirety, as the context requires, and not to any particular provision hereof, (g) all references herein to Sections, Exhibits or Schedules will be construed to refer to Sections, Exhibits or Schedules of this Agreement, and references to this Agreement include all Exhibits and Schedules hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and will include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and (k) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or.”

10Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein will shall be deemed to encompass references to either or both genders, and the use of the singular will shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” will shall be deemed to be followed by the phrase “without limitation” and will not be interpreted to limit the provision to which it relates”, (c) the word “shallwill” will shall be construed to have the same meaning and effect as the word “willshall”, (d) any definition of or reference to any agreement, instrument or other document herein will 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), (e) any reference herein to any Person will person or entity shall be construed to include the Personsuch person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, will shall be construed to refer to this Agreement in each of their entirety, as the context requires, its entirety and not to any particular provision hereof, (g) all references herein to Sections, Sections or Exhibits or Schedules will shall be construed to refer to Sections, Sections or Exhibits or Schedules of this Agreement, and references to this Agreement include all Exhibits and Schedules hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and will shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like will shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, will shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and (k) the term “or” will shall be interpreted in the inclusive sense commonly associated with the term “and/oror”. The headings of clauses contained in this Agreement preceding the text of the sections, subsections and paragraphs hereof are inserted solely for convenience and ease of reference only and shall not constitute any part of this Agreement or have any effect on its interpretation or construction. Ambiguities and uncertainties in this Agreement, if any, shall not be interpreted against any Party, irrespective of which Party may be deemed to have caused the ambiguity or uncertainty to exist. This Agreement has been prepared in the English language, and the English language shall control its interpretation. In addition, all notices required or permitted to be given hereunder, and all written, electronic, oral, or other communications between the Parties regarding this Agreement shall be in the English language. To the extent there is any inconsistency or conflict between the terms and conditions of this Agreement and any Research Plan, the terms and conditions of this Agreement will prevail.”

10Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein will shall be deemed to encompass references to either or both genders, and the use of the singular will shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” will shall be deemed to be followed by the phrase “without limitation” and will not be interpreted to limit the provision to which it relates”, (c) the word “shallwill” will shall be construed to have the same meaning and effect as the word “willshall”, (d) any definition of or reference to any agreement, instrument or other document herein will 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), (e) any reference herein to any Person will person or entity shall be construed to include the Personsuch person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, will shall be construed to refer to this Agreement in each of their entirety, as the context requires, its entirety and not to any particular provision hereof, (g) all references herein to Sections, Articles or Exhibits or Schedules will shall be construed to refer to Sections, Articles or Exhibits or Schedules of this Agreement, and references to this Agreement include all Exhibits and Schedules hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and will shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like will shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, will shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and (k) the term “or” will shall be interpreted in the inclusive sense commonly associated with the term “and/or.or”. The headings of clauses contained in this Agreement preceding the text of the sections, subsections and paragraphs hereof are inserted solely for convenience and ease of reference only and shall not constitute any part of this Agreement or have any effect on its interpretation or construction. Ambiguities and uncertainties in this Agreement, if any, shall not be interpreted against either Party, irrespective of which Party may be deemed to have caused the ambiguity or uncertainty to exist. This Agreement has been prepared in the English language, and the English language shall control its interpretation. In addition, all notices required or permitted to be given hereunder, and all written, electronic, oral, or other communications between the Parties regarding this Agreement shall be in the English [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. ​

10Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein will shall be deemed to encompass references to either or both genders, and the use of the singular will shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” will shall be deemed to be followed by the phrase “without limitation” and will not be interpreted to limit the provision to which it relates”, (c) the word “shallwill” will shall be construed to have the same meaning and effect as the word “willshall”, (d) any definition of or reference to any agreement, instrument or other document herein will 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), (e) any reference herein to any Person will person or entity shall be construed to include the Personsuch person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, will shall be construed to refer to this Agreement in each of their entirety, as the context requires, its entirety and not to any particular provision hereof, (g) all references herein to Sections, Sections or Exhibits or Schedules will shall be construed to refer to Sections, Sections or Exhibits or Schedules of this Agreement, and references to this Agreement include all Exhibits and Schedules hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and will shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like will shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, will shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and (k) the term “or” will shall be interpreted in the inclusive sense commonly associated with the term “and/oror.”” The headings of clauses contained in this Agreement preceding the text of the sections, subsections and paragraphs hereof are inserted solely for convenience and ease of reference only and shall not constitute any part of this Agreement or have any effect on its interpretation or construction. Ambiguities and uncertainties in this Agreement, if any, shall not be interpreted against either Party, irrespective of which Party may be deemed to have caused the ambiguity or uncertainty to exist. This Agreement has been prepared in the English language, and the English language shall control its interpretation. In addition, all notices required or permitted to be given hereunder, and all written, electronic, oral, or other communications between the Parties regarding this Agreement shall be in the English language. To the extent there is any inconsistency or conflict between the terms and conditions of this Agreement and any exhibit, the terms and conditions of this Agreement will prevail.

10Interpretation. Except where the context expressly requires otherwise, (a) Whenever any provision of this Agreement uses the use of any gender herein will word “including,” “include,” “includes,” or “e.g.,” such word shall be deemed to encompass references mean “including without limitation” and “including but not limited to”; (b) “herein,” “hereby,” “hereunder,” “hereof” and other equivalent words shall refer to either this Agreement in its entirety and not solely to the particular portion of this Agreement in which any such word is used; (c) a capitalized term not defined herein but reflecting a different part of speech from that of a capitalized term which is defined herein shall be interpreted in a correlative manner; (d) wherever used herein, any pronoun or both genders, and the use of the singular will pronouns shall be deemed to include both the singular and plural and to cover all genders; (and vice versa), (be) the words “include”recitals set forth at the start of this Agreement, “includes” along with the schedules to this Agreement, and “including” will ​ ​ the terms and conditions incorporated in such recitals and schedules, shall be deemed integral parts of this Agreement and all references in this Agreement to this Agreement shall encompass such recitals and schedules and the terms and conditions incorporated in such recitals and schedules; but, if there is any conflict between the terms and conditions of the body of this Agreement and any terms and conditions set forth in the recitals or schedules, the terms of the body of this Agreement shall control; (f) if there is any conflict between the terms and conditions of this Agreement and any terms and conditions that may be followed by set forth on any order, invoice, verbal agreement, or otherwise, the phrase “without limitation” terms and will conditions of this Agreement shall govern; (g) this Agreement shall be construed as if both Parties drafted it jointly, and shall not be interpreted construed against either Party as principal drafter; (h) unless otherwise provided, all references to limit Sections, Articles, and Schedules in this Agreement are to Sections, Articles, and Schedules of and to this Agreement; (i) any reference to any Law shall mean such Law as in effect as of the provision to which it relatesrelevant time, including all rules and regulations thereunder, and any successor Law in effect as of the relevant time, and including the then-current amendments thereto; (cj) wherever used, the word “shall” will be construed to have the same meaning and effect as the word “will”, ” are each understood to be imperative or mandatory in nature and are interchangeable with one another; (dk) any definition references to a particular individual or entity include such individual’s or entity’s successors and assigns to the extent not prohibited by this Agreement; (l) the captions and table of or contents used herein are inserted for convenience of reference to any agreement, instrument or other document herein will 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), (e) any reference herein to any Person will only and shall not be construed to include the Person’s successors and assignscreate obligations, benefits or limitations; (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, will be construed to refer to this Agreement in each of their entirety, as the context requires, and not to any particular provision hereof, (g) all references herein to Sections, Exhibits or Schedules will be construed to refer to Sections, Exhibits or Schedules of this Agreement, and references to this Agreement include all Exhibits and Schedules hereto, (hm) the word “noticeyear” means notice in writing any consecutive twelve (whether or not specifically stated12) and will include noticesmonth period, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or unless otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, specified; and (kn) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or.”” unless preceded by the word “either” or other language indicating the subjects of the conjunction are, or are intended to be, mutually exclusive. ​ ​

10Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein will shall be deemed to encompass references to either or both genders, and the use of the singular will shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” will shall be deemed to be followed by the phrase “without limitation” and will not be interpreted to limit the provision to which it relates”, (c) the word “shallwill” will shall be construed to have the same meaning and effect as the word “willshall”, (d) any definition of or reference to any agreement, instrument or other document herein will 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), (e) any reference herein to any Person will person or entity shall be construed to include the Personsuch person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, will shall be construed to refer to this Agreement in each of their entirety, as the context requires, its entirety and not to any particular provision hereof, (g) all references herein to Sections, Sections or Exhibits or Schedules will shall be construed to refer to Sections, Sections or Exhibits or Schedules of this Agreement, and references to this Agreement include all Exhibits and Schedules hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and will shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like will shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section or other division thereof, will shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and (k) the term “or” will shall be interpreted in the inclusive sense commonly associated with the term “and/oror”. The headings of clauses contained in this Agreement preceding the text of the sections, subsections and paragraphs hereof are inserted solely for convenience and ease of reference only and shall not constitute any part of this Agreement or have any effect on its interpretation or construction. Ambiguities and uncertainties in this Agreement, ​ if any, shall not be interpreted against any Party, irrespective of which Party may be deemed to have caused the ambiguity or uncertainty to exist. This Agreement has been prepared in the English language, and the English language shall control its interpretation. In addition, all notices required or permitted to be given hereunder, and all written, electronic, oral, or other communications between the Parties regarding this Agreement shall be in the English language. To the extent there is any inconsistency or conflict between the terms and conditions of this Agreement and any Research Plan, the terms and conditions of this Agreement will prevail.”