Common use of Interpretation Clause in Contracts

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, 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” shall be interpreted in the inclusive sense commonly associated with the term “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 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.

Interpretation. Except where the context expressly requires otherwiseWhen a reference is made in this Agreement to an Article, (a) the use Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of any gender this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to encompass references to either limit or both genders, and the use otherwise affect any of the singular shall be deemed to include provisions hereof. Unless the plural express context otherwise requires: (and vice versa), (bi) whenever the words “include”, ,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation”, ; (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (fii) the words “herein”, hereto,” “hereof,” “herein” and “hereunder”, ” and words of similar import, import when used in this Agreement shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, ; (iii) the terms defined in the singular have a comparable meaning when used in the plural and references to vice versa; (iv) any pronoun used in this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include noticesthe corresponding masculine, consents, approvals feminine and other written communications contemplated under this Agreement, neutral forms; (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like 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, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and (kv) the term “or” shall be interpreted is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the inclusive sense commonly associated with phrase “to the term extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “or”. The headings of clauses contained if” and (vii) except as otherwise specifically provided herein, all references in this Agreement preceding to any statute include the text rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the sectionscontext otherwise requires, subsections all applicable guidelines, bulletins or policies made in connection therewith. The parties have participated jointly in negotiating 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 drafting this Agreement, if any, shall not be interpreted against any Party, irrespective of which Party may be deemed to have caused . In the event that an ambiguity or uncertainty to exist. This Agreement has been prepared in the English languagea question of intent or interpretation arises, 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 construed as if drafted jointly by the English language. To parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the extent there is authorship of any inconsistency or conflict between the terms and conditions provision of this Agreement and any Research Plan, the terms and conditions of this Agreement will prevailAgreement.

Interpretation. Except where For purposes of this Agreement, the following rules of interpretation shall apply, except to the extent otherwise expressly provided or the context expressly requires otherwiseotherwise requires: (i) any reference to “$” shall mean U.S. dollars; (ii) references to “Exhibit,” “Annex,” “Appendix,” “Article,” “Section” or “Sections” in this Agreement refer to the corresponding exhibit, annex, article, section or sections, respectively, of this Agreement; (aiii) all exhibits, appendices, and annexes attached hereto or referred to herein, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any exhibit, appendix, annex but not otherwise respectively defined therein shall be defined as set forth in this Agreement; (iv) the use headings and captions of each exhibit, appendix, annex, article and section in this Agreement, are provided for convenience only and shall not affect the construction or interpretation of this Agreement; (v) any reference to gender herein shall be deemed to encompass references to either or both include all genders, and the use of words imparting the singular number only shall be deemed to include the plural (and vice versa), ; (bvi) the words such as “include”, herein,” “includeshereof,” “hereunder” and “includingherewith” shall be deemed in this Agreement refer to be followed by the phrase “without limitation”, this Agreement as a whole and not merely to a subdivision in which such words appear; (cvii) the word “willincluding” or any variation thereof means “including, without limitation” and shall not be construed to have limit any general statement that it follows to the same meaning and effect as the word “shall”, (d) any definition of specific or reference to any agreement, instrument related items 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, 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” shall be interpreted in the inclusive sense commonly associated with the term “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 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 prevailmatters immediately following it.

Interpretation. Except where The captions and headings to this Agreement are for convenience only, and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits of this Agreement and references to this Agreement include all Exhibits hereto. Unless context expressly requires otherwiseotherwise clearly requires, whenever used in this Agreement: (a) the use of any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and or “including” shall be deemed to be followed by construed as incorporating also the phrase “but not limited to” or “without limitation”; (b) the word “day” or “quarter” shall mean a calendar day or quarter, unless otherwise specified; (c) the word “willnotice” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, ; (id) the words “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement (including any Exhibits); (e) provisions that require that a Party, the Parties or any committee the JRC hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise otherwise; (but excluding e-mail and instant messaging)f) words of any gender include the other gender; (g) words using the singular or plural number also include the plural or singular number, respectively; (jh) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, ; and (ki) the term word “orwill” shall be interpreted in construed to have the inclusive sense commonly associated with same meaning and effect as the term word “orshall”. 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 AgreementAmbiguities, if any, in this Agreement shall not be interpreted construed against any Party, irrespective of which Party may be deemed to have caused authored the ambiguity or uncertainty to existambiguous provision. This Agreement has been prepared in the English language, and the English The 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 of this Agreement shall be deemed to be the language mutually chosen by the Parties and no rule of strict construction shall be applied against either Party hereto. This Agreement should be interpreted in its entirety and the English language. To the extent there is any inconsistency or conflict between the terms and conditions fact that certain provisions of this Agreement and any Research Plan, may be cross-referenced in a Section shall not be deemed or construed to limit the terms and conditions application of other provisions of this Agreement will prevailto such Section and vice versa.

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, 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” shall be interpreted in the inclusive sense commonly associated with the term “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 any 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 Research Planexhibit, the terms and conditions of this Agreement will prevail.

Interpretation. Except where Whenever the context expressly requires otherwisemay require, (a) any pronoun shall include the use of any gender herein shall be deemed to encompass references to either or both genderscorresponding masculine, feminine, and the use of the singular shall be deemed to include the plural (and vice versa), (b) the neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the . 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, (da) any definition of or reference to any agreement, instrument instrument, or other document herein shall be construed as referring to such agreement, instrument instrument, or other document as from time to time amended, supplemented supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements supplements, or modifications set forth hereinherein or therein), (eb) 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 or entity Person shall be construed to include such person’s or entitythe Person’s successors and assigns, (fd) 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, (ge) 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 Sections Articles, Sections, Exhibits, or Exhibits Schedules shall be construed to refer to Sections or Exhibits Articles, Sections, Exhibits, and Schedules of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, 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” shall be interpreted in the inclusive sense commonly associated with the term “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 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.

Interpretation. Except where This Contract shall, unless otherwise specified herein, be subject to the context expressly requires otherwise, following rules of interpretation: (a) the use of singular includes the plural and the plural the singular; (b) words importing any gender herein include the other genders; (c) references to persons or entities include their permitted successors and assigns; (d) words and terms which include a number of constituent parts, things or elements, including the terms Improvements, Permitted Exceptions, Personal Property, Intangible Property and Property, shall be deemed construed as referring separately to encompass each constituent part, thing or element thereof, as well as to all of such constituent parts, things or elements as a whole; (e) references to either statutes are to be construed as including all rules and regulations adopted pursuant to the statute referred to and all statutory provisions consolidating, amending or both genders, replacing the statute referred to; (f) references to agreements and the use of the singular other contractual instruments shall be deemed to include all subsequent amendments thereto or changes therein entered into in accordance with their respective terms; (g) the plural words “approve” or “consent” or “agree” or derivations of said words or words of similar import mean, unless otherwise expressly provided herein or therein, the prior approval, consent, or agreement in writing of the person holding the right to approve, consent or agree with respect to the matter in question, and the words “require” or “judgment” or “satisfy” or derivations of said words or words of similar import mean the requirement, judgment or satisfaction of the person who may make a requirement or exercise judgment or who must be satisfied, which approval, consent, agreement, requirement, judgment or satisfaction shall, unless otherwise expressly provided herein or therein, be in the sole and absolute discretion of the person holding the right to approve, consent or agree or who may make a requirement or judgment or who must be satisfied; (and vice versa), (bh) the words “include”, “includes” and or “including” or words of similar import shall be deemed to be followed by the phrase words “without limitation”, ; (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (fi) the words “hereto” or “hereby” or “herein”, ” or “hereof” and or “hereunder”, and ,” or words of similar import, shall be construed to refer to this Agreement Contract in its entirety and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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), entirety; (j) references to any specific lawsections, rule articles, paragraphs or regulationclauses are to the sections, articles, paragraphs or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, clauses of this Contract; and (k) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “or”. The numberings and headings of clauses contained in this Agreement preceding the text of the sections, subsections articles, paragraphs and paragraphs hereof clauses are inserted solely for as a matter of convenience and ease of reference only and shall not constitute any part affect the construction of this Agreement Contract. Seller acknowledges that Seller’s obligations with respect to any covenant, indemnity, representation or have warranty under this Contract which expressly survives the Closing shall be considered a “liability” for purposes of 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, member or other communications between distribution limitation imposed under the Parties regarding this Agreement shall be in the English language. To the extent there is any inconsistency or conflict between the terms organizational laws applicable to Seller and/or its members, shareholders and conditions of this Agreement and any Research Plan, the terms and conditions of this Agreement will prevailpartners.

Interpretation. Except where the context expressly requires otherwise, (a) In this Agreement, unless the use contrary intention appears: (i) a reference to this Agreement or another instrument includes any variation or replacement of any gender herein shall be deemed to encompass references to either or both genders, and the use of them; (ii) the singular shall be deemed to include includes the plural (and vice versa), ; (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (ciii) the word “willperson” shall includes a firm, a body corporate, an unincorporated association, or an authority; (iv) a reference to one gender includes all genders; (v) a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns; (vi) an agreement, representation, or warranty on the part of, or in favour of, two or more persons binds, or is for the benefit of them, jointly and severally; (vii) a provision must not be construed against a party only because that party prepared it; and (viii) mentioning anything after “includes” or “including” will not limit what else might be included. (b) Headings in this Agreement are inserted for convenience and do not affect the interpretation of this Agreement. (c) A reference to have the same meaning a law, ordinance, code, rule(s) or mandatory guideline includes regulations and effect as the word “shall”other instruments under, and consolidations, amendments, re-enactments, extensions or replacements of that statute, ordinance, code, rule(s) or guideline. (d) any definition Where the application of a term of this Agreement is inconsistent with a provision of an Energy Law, then to the extent permitted by that Energy Law, that term will prevail. Otherwise, that term will be read down or reference to any agreementmodified so that it applies in a manner which is consistent with the relevant provision of that Energy Law (as that provision applies in those circumstances) or, instrument if that is not possible, that term (or other document herein shall relevant part) 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), severed in accordance with clause 13.5. (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to Where AGL is required by this Agreement in its entirety and not to any particular provision hereofdetermine an amount payable by the Customer with reference to a charge, (g) all references herein to Sections liability, cost, expense, or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, penalty: (i) provisions that require that a Party, Notice from AGL as to the Parties or any committee hereunder “agree,” “consent” or “approve” or the like 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, 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” shall be interpreted in the inclusive sense commonly associated with the term “or”. The headings of clauses contained in this Agreement preceding the text amount payable is prima facie evidence of the sectionsamount payable and final and binding unless rebutted by the Customer; and (ii) AGL may take into account the tax deductibility of any such charge, subsections and paragraphs hereof are inserted solely for convenience and ease of reference only and shall not constitute any part of this Agreement liability, cost, expense 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, penalty and the English language shall control its interpretation. In addition, all notices required assessable nature of any related amount the Customer pays or permitted owes 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 prevailAGL.

Interpretation. Except where the context expressly requires otherwiseIn this Agreement, unless a clear contrary intention appears: (ai) the use of any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include number includes the plural (number and vice versa), ; (bii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) any definition of or reference to any agreement, instrument or gender includes each 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 gender; (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (fiii) the words “herein”, “hereof” and “hereunder”, ” and other words of similar import, shall be construed to import refer to this Agreement in its entirety as a whole and not to any particular provision hereofArticle, Section or other subdivision; (giv) all references herein reference to Sections or Exhibits shall be construed to refer to Sections or Exhibits of any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and references reference to a Person in a particular capacity excludes such Person in any other capacity or individually; provided that nothing in this Agreement include all Exhibits clause (iv) is intended to authorize any assignment not otherwise permitted by this Agreement; (v) except as expressly provided to the contrary herein, reference to any agreement, document or instrument (including this Agreement) means such agreement, document or instrument as amended, supplemented or modified, or extended, renewed, refunded, substituted or replaced, and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof, and reference to any Note or other note or Indebtedness or other indebtedness includes any note or indebtedness issued pursuant hereto in extension or renewal or refunding thereof or in substitution or replacement therefor; (vi) unless the context indicates otherwise, reference to any Article, Section, Schedule or Exhibit means such Article or Section hereof or such Schedule or Exhibit hereto, ; (hvii) the word “noticeincluding” (and with correlative meaning “include”) means including, without limiting the generality of any description preceding such term; (viii) with respect to the determination of any period of time, except as expressly provided to the contrary, the word “from” means notice in writing “from and including” and the word “to” means “to but excluding”; (whether or not specifically statedix) and 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 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 reference to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereofmeans such as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time; and (kx) the term words “orasset” and “property” shall be interpreted in the inclusive sense commonly associated with the term “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 any Party, irrespective of which Party may be deemed construed to have caused the ambiguity or uncertainty same meaning and effect and refer 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, any 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 tangible and conditions of this Agreement intangible assets and any Research Plan, the terms and conditions of this Agreement will prevailproperties.

Interpretation. Except where The definitions of the terms herein apply equally to the singular and plural forms of the terms defined. Whenever the context expressly requires otherwisemay require, (a) the use of any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to pronoun will include the plural (corresponding masculine, feminine and vice versa), (b) the neuter forms. The words “include”, “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”.” Unless the context requires otherwise, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (da) any definition of or reference to any agreement, instrument or other document herein shall 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 hereinherein or therein), (eb) any reference to any Laws herein will be construed as referring to such Laws as from time to time enacted, repealed or amended, (c) any reference herein to any person or entity shall Person will be construed to include such person’s or entitythe Person’s successors and assigns, (fd) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall will 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” will 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, except as expressly provided in this Agreement, (f) as applied to a Party, the word “will” shall be construed to have the same meaning and effect as the word “shall,” and (g) all references herein without a reference to Sections any other agreement to Articles, Sections, Exhibits or Exhibits shall Schedules will be construed to refer to Sections or Articles, Sections, Exhibits and Schedules of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, 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” shall be interpreted in the inclusive sense commonly associated with the term “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 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.

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall be deemed to encompass references to either or both genders, The captions and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer headings to this Agreement are for convenience only, and are to be of no force or effect in its entirety and not construing or interpreting any of the provisions of this Agreement. Unless specified to any particular provision hereofthe contrary, (g) all references herein to Articles, Sections or Exhibits shall be construed to refer to mean the particular Articles, Sections or Exhibits of to this Agreement, Agreement and references to this Agreement include all Exhibits hereto. In the event of any conflict between the main body of this Agreement and any Exhibit hereto, the main body of this Agreement shall prevail. Unless context otherwise clearly requires, whenever used in this Agreement: (ha) the words “include” or “including” shall be construed as incorporating, also, “but not limited to” or “without limitation;” (b) the word “day” or “year” means a calendar day or year unless otherwise specified; (c) the word “notice” means shall mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, ; (id) the words “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement as a whole and not merely to the particular provision in which such words appear; (e) the words “shall” and “will” have interchangeable meanings for purposes of this Agreement; (f) the word “or” shall have the inclusive meaning commonly associated with “and/or”; (g) provisions that require that a Party, the Parties or any a committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise otherwise; (but excluding e-mail and instant messaging)h) words of any gender include the other gender; (i) words using the singular or plural number also include the plural or singular number, respectively; (j) references to any specific law, rule or regulation, or article, section or other division thereof, 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” neither Party or its Affiliates shall be interpreted in the inclusive sense commonly associated with the term “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 any Party, irrespective of which Party may be deemed to have caused be acting “under authority of” 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 prevailParty.

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall will be deemed to encompass references to either or both genders, and the use of the singular shall will be deemed to include the plural (and vice versa), (b) the words “include”, ,” “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”, ,” (c) the word “will” shall will be construed to have the same meaning and effect as the word “shall”, ,” (d) any definition of or reference to any agreement, instrument or other document herein shall 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 or entity shall Person will be construed to include such person’s or entitythe Person’s successors and assigns, (f) the words “herein”, ,” “hereof” and “hereunder”, ,” and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Sections Sections, Schedules or Exhibits shall will be construed to refer to Sections Sections, Schedules or Exhibits of this Agreement, and references to this Agreement include all Schedules and Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 shall will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes minutes, e-mail or otherwise (but excluding e-mail and text messaging or instant messaging), (ji) references to any specific law, rule or regulation, or article, section or other division thereof, shall will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, (j) any action or occurrence deemed to be effective as of a particular date will be deemed to be effective as of 11:59 PM ET on such date and (k) the term “or” shall will be interpreted in the inclusive sense commonly associated with the term “orand/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 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.

Interpretation. Except where Unless the context expressly requires otherwise, of the Agreement otherwise requires: (a) the use of any gender herein shall be deemed to encompass references to either or both genders, headings contained in the Agreement are used solely for convenience and the use do not constitute a part of the singular shall Agreement between the Parties, nor should they be deemed used to include aid in any manner to construe or interpret the plural (and vice versa), Agreement; (b) the gender of all words “include”used herein shall include the masculine, “includes” feminine and “including” neuter and the number of all words shall be deemed to be followed by include the phrase “without limitation”, singular and plural words; (c) the word terms “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “hereinhereof”, “hereofherein” “hereto” and “hereunder”, and similar words of similar import, shall be construed to refer to this entire Agreement in its entirety and not to any particular provision hereofArticle, Section, Appendix, Attachment, Exhibit or any other subdivision of the Agreement; (gd) all references herein to Sections “Article”, “Section”, “Appendix”, “Attachment” or Exhibits “Exhibit” are to the Agreement unless specified otherwise; (e) reference to “the Agreement”, an Appendix, Attachment, or Exhibit hereto or any other agreement or document shall be construed as a reference to refer to Sections such agreement or Exhibits of this Agreementdocument as the same may be amended, and references to this Agreement include all Exhibits heretomodified, (h) the word “notice” means notice in writing (whether supplemented or not specifically stated) restated, and shall include noticesa reference to any document which amends, consentsmodifies, approvals and other written communications contemplated under this Agreementsupplements or restates, or is entered into, made or given pursuant to or in accordance with its terms; (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like 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), (jf) references to any specific law, rule or statute, rule, regulation, notification or article, section or other division thereof, statutory provision (including Applicable Laws and Governmental Authorizations) shall be deemed construed as a reference to include the then-current amendments thereto same as it may have been, or may from time to time be, amended, modified or reenacted; (g) references to any Person or Party shall be construed as a reference to such Person’s or Party’s successors and permitted assigns; and (h) references to “includes,” “including” and similar phrases shall mean “including, without limitation.” The Parties collectively have prepared the Agreement, and none of the provisions hereof shall be construed against one Party on the ground that such Party is the author of the Agreement or any replacement or successor law, rule or regulation thereof, and (k) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “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 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 prevailhereof.

Interpretation. Except where Unless the context expressly requires otherwise, otherwise clearly requires: (a) the use The definitions of any gender terms herein shall be deemed apply equally to encompass references to either or both genders, the singular and the use plural forms of the singular shall be deemed to include the plural (and vice versa), terms defined; (b) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms; (c) The words “"include”", “"includes” " and “"including” " shall be deemed to be followed by the phrase “"without limitation”, "; (cd) the The word “"will” " shall be construed to have the same meaning and effect as the word “"shall”, (d) 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), "; (e) any Any reference herein to any person Person, or entity to any Person in a specified capacity, shall be construed to include such person’s or entity’s Person's successors and assignsassigns or such Person's successors in such capacity, as the case may be; (f) the The words “"herein”", “"hereof” and “"hereunder”", and words of similar import, shall be construed to refer to this Direct Agreement in its entirety and not to any particular provision hereof, ; (g) all All references herein to Sections or Exhibits and Schedules shall be construed to refer to Sections or Exhibits of and Schedules to this Direct Agreement. Any Schedules to this Direct Agreement are an integral part hereof. The provisions of this Agreement, and references Direct Agreement shall prevail over the provisions of any Schedules to this Agreement include all Exhibits hereto, the extent of any inconsistency; (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, 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” shall be interpreted in the inclusive sense commonly associated with the term “or”. The headings of clauses contained used in this Direct Agreement preceding the text of the sections, subsections and paragraphs hereof are inserted solely for convenience and ease of reference only and shall are not constitute any part to affect the construction of or to be taken into consideration in interpreting this Direct Agreement; (i) References herein to this Direct Agreement or have to any effect on its interpretation other agreement or construction. Ambiguities and uncertainties in document relating to the Project includes a reference to this Direct Agreement, if anyor, shall not be interpreted against any Partyas the case may be, irrespective such other agreement or document as amended from time to time; and (j) Winding-up", "liquidation", "dissolution", "insolvency", "adjustment" or "reorganization" of which Party may be deemed a Person and references to have caused the ambiguity "liquidator", "assignee", "administrator", "receiver", "custodian", "conservator" "sequestrator" 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 "trustee" of a Person shall be construed so as to include any equivalent or analogous proceedings or, as the case may be, insolvency representatives or officers under the law of the jurisdiction in which such Person is incorporated, organized or constituted or any jurisdiction in which such Person or, as the English language. To case may be, insolvency representative or officer carries on business including the extent there is any inconsistency seeking of winding up, liquidation, dissolution, reorganization, administration, arrangement, adjustment or conflict between the terms and conditions relief of this Agreement and any Research Plan, the terms and conditions of this Agreement will prevaildebtors.

Interpretation. Except where As used in this Agreement and required by the context expressly requires otherwisecontext, (a) the use of any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular and plural shall be deemed to include the plural (all genders; words importing persons shall include partnerships, corporations and vice versa)other entities; when reference is made in this Agreement to an Article, (b) the words “include”Section, “includes” and “including” Schedule or Exhibit, such reference shall be deemed to be followed by an Article, Section, Schedule or Exhibit of this Agreement unless otherwise indicated; and the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words terms “herein”, ,” “hereof” and “hereunder”” or other similar terms, and words of similar import, shall be construed to refer to this Agreement in its entirety as a whole and not only to the particular sentence, subsection or section in which any particular provision hereof, (g) all references herein to Sections or Exhibits shall such term may be construed to refer to Sections or Exhibits of this Agreement, and references to employed. Whenever in this Agreement include all Exhibits hereto, (h) the word “noticeincluding” means notice in writing (whether or not specifically stated) and shall include noticesis used, 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 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, it shall be deemed to include be for purposes of identifying only one or more of the then-current amendments thereto or any replacement or successor law, rule or regulation thereofpossible alternatives, and the entire provision in which such word appears shall be read as if the phrase “including without limitation” were actually used in the text. The section headings herein are for convenience only and shall not affect the construction hereof. All references to dollars (kor the symbol “$”) contained herein shall be deemed to refer to United States dollars. Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether the action in question is taken directly or indirectly by such Person. Except when used together with the word “either” or otherwise for the purpose of identifying mutually exclusive alternatives, the term “or” shall be interpreted in has the inclusive sense commonly associated with meaning represented by the term phrase “orand/or”. The headings With regard to each and every term and condition 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, the Parties understand and agree that the same have or has been mutually negotiated, prepared and drafted, and that if anyat any time the Parties desire or are required to interpret or construe any such term or condition or any agreement or instrument subject thereto, no consideration shall not be interpreted against any Party, irrespective given to the issue of which Party may be deemed to have caused the ambiguity actually prepared, drafted 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 requested any term 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 condition of this Agreement and any Research Plan, the terms and conditions of this Agreement will prevailAgreement.

Interpretation. Except where Unless otherwise expressly provided, for the context expressly requires otherwisepurposes of this Agreement, the following rules of interpretation shall apply: (a) The section and sub-section headings contained in this Agreement are for convenience of reference only and will not affect in any way the use of any gender herein shall be deemed to encompass references to either meaning or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), interpretation hereof. (b) When a reference is made in this Agreement to a section, paragraph or clause, such reference will be to a section, paragraph or clause hereof unless otherwise clearly indicated to the contrary. (c) Whenever the words “include”, ,” “includes” and or “including” shall are used in this Agreement, they will be deemed to be followed by the phrase words “without limitation.” (d) The words “hereof,” “herein” and “herewith” and words of similar import will, (c) the word “will” shall unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement. (e) The meaning assigned to each term defined herein will be equally applicable to both the singular and the plural forms of such term, and words denoting any gender will include all genders. Where a word or phrase is defined herein, each of its other grammatical forms will have the same meaning and effect as the word “shall”, a corresponding meaning. (df) any definition of or A reference to any agreementperiod of days will be deemed to be to the relevant number of calendar days, instrument unless otherwise specified. (g) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or other document herein shall question of intent or interpretation arises, this Agreement will be construed as referring if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provisions hereof. (h) Any statute or rule defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument statute or other document rule as from time to time amended, supplemented modified or otherwise modified (subject to any restrictions on such amendmentssupplemented, supplements including by succession of comparable successor statutes or modifications set forth herein), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, rules and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) attachments thereto and 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 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, 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” shall be interpreted in the inclusive sense commonly associated with the term “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 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 prevailinstruments incorporated therein.

Interpretation. Except where the context expressly requires otherwise, (a) Unless the use context of this Agreement otherwise requires: (i) the heading references herein and in the table of contents hereto are for convenience purposes only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof; (ii) (A) words of any gender herein shall be deemed to encompass references to either or both genders, include each other gender and the use of neuter form; (B) words using the singular shall be deemed to or plural number also include the plural or singular number, respectively; (C) derivative forms of defined terms will have correlative meanings; (D) the terms “hereof”, “herein”, “hereby”, “hereto”, “herewith”, “hereunder” and vice versa)derivative or similar words refer to this entire Agreement; (E) the terms “Article”, “Section” and “Exhibit” refer to the specified Article, Section or Exhibit of this Agreement and references to “subparagraphs” or “clauses” shall be to separate subparagraphs or clauses of the Section or subsection in which the reference occurs; (bF) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, ; and (cG) the word “willor” shall be construed to have the same meaning and effect as the word “shall”, disjunctive but not exclusive; (diii) any definition of law defined or reference referred to in this Agreement or in any agreement, agreement or instrument or other document that is referred to herein shall be construed as referring to means such agreement, instrument or other document law as from time to time amended, supplemented modified or otherwise modified supplemented, including (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ein the case of statutes) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors by succession of comparable successor laws and assigns, (f) the words “herein”, “hereof” related regulations thereunder 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreementpublished interpretations thereof, and references to this Agreement include all Exhibits heretoany contract or instrument are to that contract or instrument as from time to time amended, modified or supplemented; (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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), (jiv) references to any specific lawfederal, rule or regulationstate, local, or article, section foreign statute or other division thereof, law shall include all regulations promulgated thereunder; and (v) references to any Person include references to such Person’s successors and permitted assigns. (b) The language used in this Agreement shall be deemed to include be the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, language chosen by the parties hereto to express their mutual intent. The parties hereto acknowledge that each party hereto and (k) the term “or” shall be interpreted its attorney has reviewed and participated in the inclusive sense commonly associated with the term “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 drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party, or have any effect on its interpretation or construction. Ambiguities and uncertainties in this Agreement, if anysimilar rule operating against the drafter of an agreement, shall not be interpreted against applicable to the construction or interpretation of this Agreement. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any Partyaction is to be taken or given on or by a particular calendar day, irrespective and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. (d) When calculating the period of time before which, within which Party may or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day. (e) The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. (f) The term “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. (g) Any Person shall be deemed to “beneficially own”, to have caused the ambiguity “beneficial ownership” of, 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, “beneficially owning” any securities (which securities shall also be deemed “beneficially owned” by such Person) that such Person is deemed to “beneficially own” within the meaning of Rules 13d-3 and all written, electronic, oral, or other communications between 13d-5 under 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 prevailExchange Act.

Interpretation. Except where the context expressly requires otherwise, (a) Unless otherwise expressly provided, for purposes of this Agreement the use following rules of interpretation and construction shall apply: (i) The headings contained in this Agreement are for convenience of reference only and shall not affect in any gender herein way the meaning or interpretation of this Agreement. (ii) When a reference is made in this Agreement to an article, section, paragraph, or schedule, such reference shall be deemed to encompass references to either an article, section, paragraph, or both genders, and the use schedule of the singular shall be deemed to include the plural this Agreement. (and vice versa), (biii) Whenever the words “include”, ,” “includes” and or “including” are used in this Agreement they shall be deemed to be followed by the phrase words “without limitation.”, (civ) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the The words “hereof,” “herein”, “hereof” and “hereunder”, herewith” and words of similar import, import shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement. (v) The word “or” shall not be exclusive. (vi) The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and references words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (vii) A reference to any party to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and any other agreement or document shall include notices, consents, approvals such party’s successors and other written communications contemplated under this Agreement, permitted assigns. (iviii) provisions that require that a Party, the Parties or any committee hereunder A reference to “agree$,” “consentU.S. dollars” or “approvedollars” or shall mean the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise legal tender of the United States of America. (but excluding e-mail and instant messaging), (jix) references A reference to any specific lawlegislation or to any provision of any legislation shall include any amendment thereto, rule any modification or regulationre-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant thereto (including any amendment to, or articlemodification of, section such rules, regulations or other division thereof, statutory instruments). (x) A reference to any period of days shall be deemed to include be to the then-current amendments thereto relevant number of calendar days unless otherwise specified. (xi) The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or any replacement question of intent or successor lawinterpretation arises, rule or regulation thereofthis Agreement shall be construed as if drafted jointly by the parties, and (k) no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the term “or” shall be interpreted in the inclusive sense commonly associated with the term “or”authorship of any provisions of this Agreement. The headings Further, prior drafts of clauses contained in this Agreement preceding or the text fact that any clauses have been added, deleted or otherwise modified from any prior drafts of this Agreement shall not be used as an aid of construction or otherwise constitute evidence of the sectionsintent of the parties hereto, subsections and paragraphs hereof no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of such prior drafts. (xii) All schedules are inserted solely for convenience incorporated in and ease of reference only and shall not constitute any made a part of this Agreement or have any effect on its interpretation or construction. Ambiguities and uncertainties as if set forth 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 prevailfull herein.

Interpretation. Except where The following rules of interpretation shall apply in this Plan of Arrangement unless something in the subject matter or context expressly requires otherwise, is inconsistent therewith: (a) the use singular includes the plural and vice versa; (b) the word “or” shall not be exclusive unless the context requires; (c) where a word or phrase is defined, its other grammatical forms have a corresponding meaning; (d) the headings in this Plan of Arrangement form no part of this Plan of Arrangement and are deemed to have been inserted for convenience only and shall not affect the construction or interpretation of any gender herein of its provisions; (e) all references in this Plan of Arrangement shall be deemed to encompass read with such changes in number and gender that the context may require; (f) references to either or both genders“Articles,” “Sections” and “Recitals” refer to articles, sections and recitals of this Plan of Arrangement; (g) the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, including” or “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” a specific example or examples shall be construed to have the same meaning and effect as the word “shall”, (d) any definition of or reference to any agreement, instrument or other document herein shall not be construed as referring to such agreementlimiting the meaning of the general wording preceding it; (h) the rule of construction that, instrument or other document as from time to time amendedin the event of ambiguity, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any person or entity the contract shall be construed to include such person’s interpreted against the party responsible for the drafting or entity’s successors and assignspreparation of this Plan of Arrangement, shall not apply; (fi) the words “herein”, ,” “hereof” and “hereunder”, ” and other words of similar import, shall be construed to import refer to this Agreement in its entirety Plan of Arrangement as a whole and not to any particular provision hereof, (g) all references herein to Sections Section or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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), subdivision; (j) references any reference to a statute is a reference to the applicable statute and to any specific lawrules and regulations made pursuant thereto and includes all amendments made thereto and in force, from time to time, and any statute, rule or regulation that has the effect of supplementing or superseding such statute, rule or regulation, or article, section or other division thereof, 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” shall be interpreted unless something in the inclusive sense commonly associated with the term “or”. The headings of clauses contained subject matter or context is inconsistent therewith or unless otherwise provided, any reference to a specific agreement, contract or document in this Agreement preceding the text Plan of the sectionsArrangement is to that agreement, subsections contract or document, including all schedules, appendices and paragraphs hereof are inserted solely for convenience and ease of reference only and shall not constitute any part of this Agreement exhibits thereto, in its current form or have any effect on its interpretation as it may from time to time be amended, supplemented, varied, novated, extended, altered, replaced or construction. Ambiguities and uncertainties changed; (l) in this AgreementPlan of Arrangement, if anyan agreement, shall not be interpreted against representation or warranty for two or more persons is for the benefit of them jointly and each of them individually and an agreement, representation or warranty by two or more persons binds them jointly and each of them individually. A reference to a group of persons or things is a reference to them jointly or individually; and (m) the words “written” or “in writing” include printing or any Party, irrespective electronic means of which Party may be deemed to have caused communication capable of being visibly reproduced at the ambiguity point of reception including fax 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 prevailemail.

Interpretation. Except The following rules apply in interpreting this Agreement, except where the context expressly requires otherwise, makes it clear that a rule is not intended to apply: (a) the use A reference to: (i) a party to this Agreement or to any other document or agreement includes a successor, permitted substitute or a permitted assign of that party; (ii) a person includes any gender herein shall be deemed to encompass references to either type of entity or both gendersbody of persons, whether or not it is incorporated or has a separate legal identity, and the use any executor, administrator or successor in law of the singular shall be deemed person; (iii) conduct includes any omission, representation, statement or undertaking, whether or not in writing; (iv) anything (including a right, obligation or concept) includes each part of it; and (v) except as otherwise provided, a reference to include the plural a period of time (including without limitation, a year, a month and vice versa), a day) is to a calendar period; (b) A singular word includes the words “include”plural, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, vice versa and a word which suggests one gender includes any gender; (c) the If a word “will” shall be construed to have the same meaning and effect as the word “shall”is defined, another part of speech has a corresponding meaning; (d) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing. Specifying anything in this document after the words including or includes or similar expressions does not limit what else might be included unless there is express wording to the contrary; (e) A reference to dollars or $ is to Australian currency unless otherwise specified; (f) Interpretation of any definition of covenant clause or word mentioned herein shall not be restricted by reference to any agreement, instrument other covenant clause or other document word mentioned 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) by the words “herein”, “hereof” and “hereunder”, and words juxtaposition of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, the same; and (g) all references herein This Agreement constitutes the entire agreement between the parties concerning its subject matter and no discussion or correspondence referring to Sections or Exhibits that subject matter shall be construed to refer to Sections or Exhibits of binding unless expressly incorporated in this Agreement, and references to this Agreement include all Exhibits hereto, document. (h) The parties agree that, to the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, extent that it is legally permissible to contract out of those laws: (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise Frustrated Contracts Act 1978 (but excluding e-mail and instant messaging), NSW) does not apply to this Agreement; (j) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and (kii) the term “or” shall be interpreted parties intend this Agreement to regulate their bargain to the exclusion of the provisions for frustrated contracts contained in the inclusive sense commonly associated with Australian Consumer Law and Fair Trading Act 2012 (Vic) and the term “or”. The headings Frustrated Contracts Act 1988 (SA); and (iii) no other applicable legislation for frustration 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 contract is to apply to 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.

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall will be deemed to encompass references to either or both genders, and the use of the singular shall will be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall will be construed to have the same meaning and effect as the word “shall”, (d) any definition of or reference to any agreement, instrument or other document herein shall 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 or entity shall Person will be construed to include such person’s or entitythe Person’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Sections Sections, Exhibits or Exhibits shall Schedules will be construed to refer to Sections Sections, Exhibits or Exhibits 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 shall 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 shall 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 or instant messaging, but a signed PDF document being acceptable), (j) references to any specific law, rule or regulation, or article, section or other division thereof, shall 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” shall will be interpreted in the inclusive sense commonly associated with the term “orand/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 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.

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall be deemed to encompass references to either or both genders, The captions and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer headings to this Agreement are for convenience only, and are to be of no force or effect in its entirety and not construing or interpreting any of the provisions of this Agreement. Unless specified to any particular provision hereofthe contrary, (g) all references herein to Articles, Sections or Exhibits shall be construed to refer to mean the particular Articles, Sections or Exhibits of to this Agreement, Agreement and references to this Agreement include all Exhibits hereto. In the event of any conflict between the main body of this Agreement and any Exhibit hereto, the main body of this Agreement shall prevail. Unless context otherwise clearly requires, whenever used in this Agreement: (ha) the words “include” or “including” shall be construed as incorporating, also, “but not limited to” or “without limitation;” (b) the word “day” or “year” means a calendar day or year unless otherwise specified; (c) the word “notice” means shall mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, ; (id) the words “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement as a whole and not merely to the particular provision in which such words appear; (e) the words “shall” and “will” have interchangeable meanings for purposes of this Agreement; (f) the word “or” shall have the inclusive meaning commonly associated with “and/or”; (g) provisions that require that a Party, the Parties or any a committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise otherwise; (but excluding e-mail and instant messaging)h) words of any gender include the other gender; (i) words using the singular or plural number also include the plural or singular number, respectively; (j) references to any specific law, rule or regulation, or article, section or other division thereof, 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” neither Party shall be interpreted in the inclusive sense commonly associated with the term “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 any Party, irrespective of which Party may be deemed to have caused be acting on behalf of 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 prevailParty.

Interpretation. Except where the context expressly requires otherwise, (a) The Parties agree that they have been represented by counsel during the use negotiation and execution of this Agreement and, therefore waive the application of any gender law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document. (b) The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Article,” “this Section” and “this clause,” and words of similar import, refer only to the Article, Section or clause hereof in which such words occur. The word “or” is exclusive, and the word “including” (in its various forms) means including without limitation. (c) Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. (d) References herein to any Person shall include such Person’s successors and assigns; provided, however, that nothing contained in this clause (d) is intended to authorize any assignment or transfer not otherwise permitted by this Agreement. (e) References herein to any Law shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring refer to such agreementLaw as amended, instrument reenacted, supplemented or other document as superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder. (f) References herein to any Contract mean such Contract as amended, supplemented or otherwise modified (subject including any waiver thereto) in accordance with the terms thereof, except that with respect to any restrictions Contract listed on any schedule hereto, all such amendments, supplements or modifications set forth herein), (e) any reference herein to any person or entity shall must also be construed to include listed on such person’s or entity’s successors and assigns, (f) 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, schedule. (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this AgreementEach representation, warranty, covenant and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, 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” shall be interpreted in the inclusive sense commonly associated with the term “or”. The headings of clauses agreement contained in this Agreement preceding will have independent significance, and the text fact that any conduct or state of facts may be within the sections, subsections and paragraphs hereof are inserted solely for convenience and ease scope of reference only and shall not constitute any part of this Agreement two or have any effect on its interpretation or construction. Ambiguities and uncertainties more provisions in this Agreement, if anywhether relating to the same or different subject matters and regardless of the relative levels of specificity, shall not be interpreted against any Partyconsidered in construing or interpreting this Agreement. (h) Unless otherwise expressly provided herein to the contrary, irrespective of which Party may be deemed to accounting terms shall 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 meaning 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 prevailby U.S. generally accepted accounting principles.

Interpretation. Except In each Transaction Agreement, unless otherwise specified or where the context expressly requires otherwise, otherwise requires: (a) the use Section and paragraph headings contained in such Transaction Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of such Transaction Agreement; (b) a reference to a Preamble is to the relevant Preamble to such Transaction Agreement, to a Recital is to the relevant Recital to such Transaction Agreement, to a Section is to the relevant Section of such Transaction Agreement, to an Exhibit is to the relevant Exhibit to such Transaction Agreement, a reference to a Schedule is to the relevant Schedule of such Transaction Agreement and to an Annex is to the relevant Annex to such Transaction Agreement; (c) words importing any gender herein shall be deemed to encompass references to either or both include other genders, and the use of ; (d) words importing the singular only shall be deemed to include the plural (and vice versa), ; (be) the words “include”, “includes” and or “including” shall be deemed to be followed by the phrase words “without limitation”, ; (cf) the word words “willhereof”, “herein”, “hereunder” shall and “herewith” and words of similar import shall, unless otherwise stated, be construed to have the same meaning refer to such Transaction Agreement as a whole and effect as the word “shall”, (d) any definition of or reference not to any agreementparticular provision of such Transaction Agreement; (g) references to any Person shall include such Person’s successors and permitted assigns; (h) references to currency, instrument monetary values, dollars or other document “$” set forth herein shall be construed as referring mean United States (U.S.) dollars; and (i) unless otherwise expressly provided therein, any Contract or Law defined or referred to therein or in any Contract that is referred to therein means such agreement, instrument Contract or other document Law as from time to time amended, supplemented modified or otherwise modified supplemented, including (subject to any restrictions on such amendments, supplements in the case of a Contract) by waiver or modifications set forth herein), consent and (ein the case of a Law) by succession of comparable successor Laws and any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, Contract shall be deemed to include the then-current amendments all attachments thereto or any replacement or successor law, rule or regulation thereofand instruments incorporated therein, and (k) the term “or” any reference in such Transaction Agreement to a Law shall be interpreted in the inclusive sense commonly associated with the term “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 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, include any rules 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 prevailregulations promulgated thereunder.

Interpretation. Except where the context expressly requires otherwise, (a) Unless the use context of this Agreement otherwise requires: (i) (A) words of any gender herein shall be deemed to encompass references to either or both genders, include each other gender and the use of neuter form; (B) words using the singular shall be deemed to or plural number also include the plural or singular number, respectively; (and vice versa), C) derivative forms of defined terms will have correlative meanings; (bD) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (E) the terms “Article,” “Section,” “Annex,” “Exhibit,” and “Schedule” refer to the specified Article, Section, Annex, Exhibit or Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs; (F) the word “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, ,” and (cG) the word “willor” shall be construed to have the same meaning and effect as the word “shall”, disjunctive but not exclusive; (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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), (jii) references to any specific law, rule Contracts (including this Agreement) and other documents or regulation, or article, section or other division thereof, Laws shall be deemed to include references to such Contract or Law as amended, restated, supplemented or modified from time to time in accordance with its terms and the then-current amendments thereto or any replacement or successor lawterms hereof, rule or regulation thereofas applicable, and in effect at any given time (k) the term “or” shall be interpreted and, in the inclusive sense commonly associated with case of any Law, to any successor provisions); (iii) references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, and in the term “or”. case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The headings of clauses contained language used in this Agreement preceding shall be deemed to be the text of language chosen by the sections, subsections Parties to express their mutual intent. The Parties acknowledge that each Party and paragraphs hereof are inserted solely for convenience its attorney has reviewed and ease of reference only and shall not constitute any part participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or have any effect on its interpretation or construction. Ambiguities and uncertainties in this Agreement, if anysimilar rule operating against the drafter of an agreement, shall not be interpreted against applicable to the construction or interpretation of this Agreement. (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any Partyaction is to be taken or given on or by a particular calendar day, irrespective of which Party and such calendar day is not a Business Day, then such action may be deemed deferred until the next Business Day. (d) The word “to have caused the ambiguity extent” shall mean the degree to which a subject or uncertainty to exist. This Agreement has been prepared in the English languageother thing extends, and such phrase shall not mean simply “if.” (e) The term “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. (f) All accounting terms used herein and not expressly defined herein shall have the English language shall control its interpretation. In addition, all notices required or permitted meanings given to be given hereunder, and all written, electronic, oral, or other communications between them under GAAP unless 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 prevailcontext otherwise requires.

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation law thereof, and (k) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “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 any 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 Research PlanExhibit, the terms and conditions of this Agreement will prevail.

Interpretation. Except where the context expressly requires otherwiseWhen a reference is made in this Agreement to a Section, (a) the use of any gender herein paragraph, clause or Schedule, such reference shall be deemed to encompass references a Section, paragraph, clause or Schedule of this Agreement unless otherwise indicated. The headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All words used in this Agreement will be construed to either or both gendersbe of such gender as the circumstances require, and the use of in the singular or plural as the circumstances require. The word “including” and words of similar import when used in this Agreement shall be deemed to include the plural (and vice versa)mean “including, (b) the without limitation,” unless otherwise specified. The words “include”, hereof,” “includeshereto,” “hereby,” “herein” and “includinghereunder” and words of similar import when used in this Agreement shall be deemed refer to be followed by this Agreement as a whole and not to any particular provision of this Agreement. The word “or” is not exclusive. The word “extent” in the phrase “without limitation”to the extent” shall mean the degree to which a subject or other thing extends, (c) the and such phrase shall not mean simply “if.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” References in this Agreement to “vote”, “voting”, “voted” and likewise shall refer to shares being voted or otherwise tabulated in any manner possible, whether in person at a meeting, by written consent, by proxy or otherwise. A Person shall be deemed the “beneficial” owner of, shall be deemed to have “beneficial” ownership of, and shall be deemed to “beneficially” own any securities which such Person or any of such Person’s Affiliates (da) any definition beneficially owns as determined pursuant to Rule 13d-3 under the Exchange Act as in effect on the date of this Agreement, (b) has the right to acquire (whether such right is exercisable immediately or reference only after the passage of time), or (c) has the right to any vote or dispose of, directly or indirectly. Any agreement, instrument or other document law defined or referred to herein shall be construed as referring to means such agreement, instrument or other document law as from time to time amended, supplemented modified or supplemented, unless otherwise modified (subject specifically indicated. References to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein law include references to any person or entity shall be construed associated rules, regulations and official guidance with respect thereto. References to include such person’s or entity’s a Person are also to its predecessors, successors and assigns. Unless otherwise specifically indicated, (f) the words all references to “herein”, “hereofdollars” and “hereunder”, and words $” are references to the lawful money of similar import, shall be construed the United States of America. References to refer to “days” mean calendar days unless otherwise specified. Each of the Parties acknowledges that it has been represented by counsel in connection with this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to the transactions contemplated by this Agreement include all Exhibits heretoand, (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include noticesaccordingly, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that a Party, the Parties any rule of law or any committee hereunder “agree,” “consent” or “approve” or the like shall legal doctrine that would 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 interpretation of any specific law, rule or regulation, or article, section or other division thereof, 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” shall be interpreted in the inclusive sense commonly associated with the term “or”. The headings of clauses contained claimed ambiguities in this Agreement preceding against the text of the sections, subsections drafting Party has no application 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 prevailexpressly waived.

Interpretation. Except where Unless specified to the context expressly requires otherwisecontrary, (a) the use of any gender herein shall be deemed to encompass references to either or both gendersArticles, Sections, Paragraphs and Exhibits mean the use of the singular shall be deemed to include the plural (particular Articles, Sections, Exhibits and vice versa), (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer Paragraphs to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto. Unless the context clearly requires otherwise, whenever used in this Agreement: (ha) the words “include” or “including” shall be construed as incorporating, also, “but not limited to” or “without limitation,” whether or not such additional words are written; (b) the word “or” shall have its inclusive meaning of “and/or” except when paired as “either/or”; (c) the word “day” or “quarter” or “year” means a calendar day or calendar quarter or calendar year unless otherwise specified; (d) the word “notice” means shall require notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, ; (ie) the words “hereof,” “herein,” “hereunder,” “hereby” and derivative or similar words refer to this Agreement (including the Exhibits hereto); (f) provisions that require that a Party, the Parties or any a committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letterletter or otherwise; (g) words of any gender include the other gender; (h) words using the singular or plural number also include the plural or singular number, approved minutes or otherwise respectively; (but excluding e-mail and instant messaging), (ji) references to any specific lawLaw, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement thereof; (j) the phrase “by or successor lawon behalf of” or “on behalf of” means, rule or regulation thereofwith respect to a Party, all Persons, including such Party’s employees, contractors, and consultants, acting under such Party’s authority and its Affiliates and, in the case of Angioblast, licensees, or in the case of Cephalon, Marketing Partners; provided, however, neither Party or its Affiliates (kincluding their employees, contractors and consultants acting within the scope of their duties as such) the term “or” shall be interpreted in deemed to be acting “by or on behalf of” the inclusive sense commonly associated with the term “or”other Party or its Affiliates hereto. The headings of clauses contained in this This Agreement preceding the text of the sections, subsections and paragraphs hereof are inserted solely for convenience and ease of reference only has been prepared jointly and shall not constitute any part of this Agreement or have any effect on its interpretation or constructionbe strictly construed against either Party. Ambiguities and uncertainties in this AgreementAmbiguities, if any, in this Agreement shall not be interpreted construed against any Party, irrespective of which Party may be deemed to have caused authored 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 prevailambiguous provision.

Interpretation. Except where the context expressly requires otherwiseotherwise requires, (a) wherever used, the singular shall include the plural, the plural the singular, the use of any gender herein shall be deemed applicable to encompass references to either or both genders, all genders and the use word “or” is used in the inclusive sense (and/or). The captions of this Agreement are for convenience of reference only and in no way define, describe, extend, or limit the singular shall be deemed to include scope or intent of this Agreement or the plural (and vice versa), (b) the words intent of any provision contained in this Agreement. The term “including,” “include”, ,” or “includes” and “as used herein shall mean including” shall be deemed to be followed by , without limiting the phrase “without limitation”generality of any description preceding such term. Unless the context requires otherwise, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (di) any definition of or reference to any agreement, instrument or other document herein shall 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 hereinherein or therein), (eii) any reference to any applicable Laws herein will be construed as referring to such Laws as from time to time enacted, repealed or amended, (iii) any reference herein to any person or entity shall will be construed to include such the person’s or entity’s successors and permitted assigns, (fiv) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (gv) any reference herein to the words “mutually agree” or “mutual written agreement” will not impose any obligation on either Party to agree to any terms relating thereto relating to such terms except as such Party may determine in such Party’s sole discretion, (vi) all references herein to Sections or Exhibits shall will be construed to refer to Sections and Exhibits to this Agreement, (vii) the word “days” means calendar days unless otherwise specified, (viii) except as otherwise expressly provided herein all references to “$” or Exhibits “dollars” refer to the lawful money of the U.S., and (ix) the words “copy” and “copies” and words of similar import when used in this Agreement include, to the extent available, electronic copies, files or databases containing the information, files, items, documents or materials to which such words apply. The headings of each Article and Section in this Agreement have been inserted for convenience of reference only and are not intended to limit or expand on the meaning of the language contained in the particular Article or Section. Each Party represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in the drafting hereof. In interpreting and applying the terms and provisions of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 agree that no presumption will apply against the like shall require that Party which drafted such agreement, consent or approval be specific terms 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, 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” shall be interpreted in the inclusive sense commonly associated with the term “or”provisions. The headings of clauses contained language 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 is to be given hereunder, and construed in 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 prevailcases according to its fair meaning.

Interpretation. Except where the context expressly requires otherwise, (a) The Parties agree that they have been represented by counsel during the use negotiation and execution of this Agreement and therefore waive the application of any gender herein shall law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be deemed to encompass references to either construed against the Party drafting such agreement or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), document. (b) the The words “include”, this Agreement,” “includesherein,” “hereby,” “hereunder” and “includinghereof,” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereofsubdivision unless expressly so limited. The words “this Article,” “this Section” and “this clause,” and words of similar import, refer only to the Article, Section or clause hereof in which such words occur. The word “or” is exclusive, and the word “including” (gin its various forms) all references herein to Sections means including without limitation. (c) Pronouns in masculine, feminine or Exhibits neuter genders shall be construed to refer state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to Sections include the plural and vice versa, unless the context otherwise requires. (d) References herein to any Person shall include such Person’s successors and assigns; provided, however, that nothing contained in this clause (d) is intended to authorize any assignment or Exhibits of transfer not otherwise permitted by this Agreement, and references to this Agreement include all Exhibits hereto, . (he) the word “notice” means notice in writing (whether or not specifically stated) and 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 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 References herein to any specific law, rule or regulation, or article, section or other division thereof, Law shall be deemed to include the then-current amendments thereto refer to such Law as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder. (f) References herein to any replacement Contract mean such Contract as amended, supplemented or successor law, rule or regulation thereof, and modified (kincluding any waiver thereto) the term “or” shall be interpreted in the inclusive sense commonly associated accordance with the term “or”. The headings of clauses terms thereof. (g) Each representation, warranty, covenant and agreement contained in this Agreement preceding will have independent significance, and the text fact that any conduct or state of facts may be within the sections, subsections and paragraphs hereof are inserted solely for convenience and ease scope of reference only and shall not constitute any part of this Agreement two or have any effect on its interpretation or construction. Ambiguities and uncertainties more provisions in this Agreement, if anywhether relating to the same or different subject matters and regardless of the relative levels of specificity, shall not be interpreted against any Partyconsidered in construing or interpreting this Agreement. (h) Unless otherwise expressly provided herein to the contrary, irrespective of which Party may be deemed to accounting terms shall 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 meaning 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 prevailby GAAP.

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall will be deemed to encompass references to either or both genders, and the use of the singular shall will be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”, ,” (c) the word “will” shall will be construed to have the same meaning and effect as the word “shall”, ,” (d) any definition of or reference to any agreement, instrument or other document herein shall 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 or entity shall will be construed to include such the person’s or entity’s successors and assigns, (f) the words “herein”, ,” “hereof,” and “hereunder”, and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall Schedules will be construed to refer to Sections or Exhibits Schedules of this Agreement, and references to this Agreement include all Exhibits Schedules hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and shall 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 shall 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, shall 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” shall will be interpreted in the inclusive sense commonly associated with the term “orand/or,” and (l) references to any Articles or Sections include Sections and subsections that are part of the related Section (e.g., a Section numbered “Section 2.2” would be part of “Article 2”. The headings of clauses , and references to “Section 2.2” would also refer to material 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 prevailsubsection described as “Section 2.2(a)”).

Interpretation. Except where In this Agreement, unless the context expressly requires otherwise, (a) the use of otherwise requires, a. any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) any definition of or reference to any agreement, instrument or other document herein a statutory provision shall be construed include such provision as referring to such agreement, instrument or other document as is from time to time amendedmodified or re-enacted or consolidated so far as such modification or re-enactment or consolidation applies to, supplemented or otherwise modified (subject is capable of being applied to any restrictions on such amendmentstransactions entered into hereunder; b. references to Applicable Law shall include the laws, supplements acts, ordinances, rules, regulations, notifications, guidelines or modifications set forth herein), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) bylaws which have the force of law; c. the words “herein”, “hereof” importing singular shall include plural and “hereunder”vice versa, and words of similar importdenoting natural persons shall include partnerships, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereoffirms, (g) all references herein to Sections companies, corporations, joint ventures, trusts, associations, organisations or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing other entities (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that having a Party, separate legal entity); d. the Parties or any committee hereunder “agree,” “consent” or “approve” or the like 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, 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” shall be interpreted in the inclusive sense commonly associated with the term “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 be used in, and shall not affect, the construction or interpretation of this Agreement; e. the words "include" and "including" are to be construed without limitation; f. any reference to day, month or year shall mean a reference to a calendar day, calendar month or calendar year respectively; g. the Schedules to this Agreement form an integral part of this Agreement as though they were expressly set out in the body of this Agreement; h. any reference at any time to any agreement, deed, instrument, license or have document of any effect on its interpretation description shall be construed as reference to that agreement, deed, instrument, license or construction. Ambiguities and uncertainties other document as amended, varied, supplemented, modified or suspended at the time of such reference; i. references to recitals, Articles, sub-articles, clauses, or Schedules in this AgreementAgreement shall, if anyexcept where the context otherwise requires, shall not be interpreted against any Party, irrespective of which Party may be deemed to have caused the ambiguity be references to recitals, Articles, sub-articles, clauses and Schedules of or uncertainty to exist. This Agreement has been prepared in the English languagethis Agreement; j. any agreement, and the English language shall control its interpretation. In additionconsent, all notices approval, authorisation, notice, communication, information or report required under or permitted pursuant to be given hereunder, and all written, electronic, oral, or other communications between the Parties regarding this Agreement from or by any Party shall be valid and effectual only if it is in writing under the English language. To the extent there is hands of duly authorized representative of such Party in this behalf and not otherwise; k. any inconsistency reference to any period commencing “from” a specified day or conflict between the terms date and conditions of this Agreement and any Research Plan, the terms and conditions of this Agreement will prevail.“till” or “until” a specified day or date shall include both such days or dates;

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall will be deemed to encompass references to either or both genders, and the use of the singular shall will be deemed to include the plural (and vice versa), ; (b) the words “include”, “includes” and “including” shall 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 “willshall” shall will be construed to have the same meaning and effect as the word “shallwill”, ; (d) any definition of or reference to any agreement, instrument or other document herein shall 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 or entity shall Person will be construed to include such person’s or entitythe Person’s successors and assigns, ; (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall will be construed to refer to this Agreement in its entirety each of their entirety, as the context requires, and not to any particular provision hereof, ; (g) all references herein to Sections Sections, Exhibits or Exhibits shall Schedules will be construed to refer to Sections Sections, Exhibits or Exhibits 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 shall 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 shall 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, shall 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” shall will be interpreted in the inclusive sense commonly associated with the term “orand/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 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.

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall will be deemed to encompass references to either or both genders, and the use of the singular shall will be deemed to include the plural (and vice versa), (b) the words “include”, ,” “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”, ,” (c) the word “will” shall will be construed to have the same meaning and effect as the word “shall”, ,” (d) any definition of or reference to any agreement, instrument or other document herein shall 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 or entity shall Person will be construed to include such person’s or entitythe Person’s successors and assigns, (f) the words “herein”, ,” “hereof” and “hereunder”, ,” and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Sections Sections, Schedules or Exhibits shall will be construed to refer to Sections Sections, Schedules or Exhibits of this Agreement, and references to this Agreement include all Schedules and Exhibits hereto, (h) the word “notice” means will mean notice in writing (whether or not specifically stated) and shall 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 shall 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, shall will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, (k) 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), and (kl) the term “or” shall will be interpreted in the inclusive sense commonly associated with the term “orand/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 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.

Interpretation. Except where the context expressly requires otherwise, (a) As used in this Agreement, references to the use following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles or Schedules are to the Preamble or a Recital, Section or Article of, or a Schedule to, this Agreement unless otherwise clearly indicated to the contrary; (ii) to any Contract (including this Agreement) or “organizational document” are to the Contract or organizational document as amended, modified, supplemented or replaced from time to time; (iii) to any Law are to such Law as amended, modified, supplemented or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any gender herein shall be deemed Law including any successor to encompass references such section; (iv) to either any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (v) to any “copy” of any Contract or both gendersother document or instrument are to a true and complete copy thereof; (vi) to “hereof,” “herein,” “hereunder,” “hereby,” “herewith” and words of similar import refer to this Agreement as a whole and not to any particular Article, Section or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vii) to the “date of this Agreement,” “the date hereof” and words of similar import refer to February 7, 2020; and (viii) to “this Agreement” includes the use of the singular shall be deemed Schedule to include the plural (and vice versa), this Agreement. (b) Whenever the words “include”, ,” “includes” and or “including” shall are used in this Agreement, they will be deemed to be followed by the phrase words “without limitation”, (c) the .” The word “willor” shall not be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to exclusive. Any singular term in this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, shall will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereofplural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (kc) Whenever the term last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a Business Day, the party hereto having such right or duty shall have until the next Business Day to exercise such right or discharge such duty. Unless otherwise indicated, the word “orday” shall be interpreted in the inclusive sense commonly associated with the term “or”. as a calendar day. (d) 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 purposes only and shall will not constitute affect in any part way the meaning or interpretation of this Agreement Agreement. (e) References to a “party” hereto means Parent, the Company or a Shareholder and references to “parties” hereto means Parent, the Company and the Shareholders unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties hereto have any effect on its interpretation or construction. Ambiguities participated jointly in the negotiation and uncertainties in drafting of this Agreement; consequently, if any, shall not be interpreted against any Party, irrespective of which Party may be deemed to have caused in the event an ambiguity or uncertainty to exist. This Agreement has been prepared in the English languagequestion of intent or interpretation arises, 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 construed as jointly drafted by the English language. To parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the extent there is authorship of any inconsistency or conflict between the terms and conditions provision of this Agreement. (h) No summary of this Agreement and prepared by or on behalf of any Research Plan, party hereto shall affect the terms and conditions meaning or interpretation of this Agreement. (i) All capitalized terms used without definition in the Schedule to this Agreement will prevailshall have the meanings ascribed to such terms in this Agreement.

Interpretation. Except where the context expressly requires otherwiseIn this Mortgage, unless otherwise specified, (ai) the use of any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to words include the plural (and vice versa)plural words include the singular, (bii) words importing any gender include the other gender, (iii) references to any Person include such Person’s successors and assigns and in the case of an individual, the word “successors” includes such Person’s heirs, devisees, legatees, executors, administrators and personal representatives, (iv) references to any statute or other law include all applicable rules, regulations and orders adopted or made thereunder and all statutes or other laws amending, consolidating or replacing the statute or law referred to, (v) the words “consent,” “approve” and “agree,” and derivations thereof or words of similar import, mean the prior written consent, approval or agreement of the Person in question not to be unreasonably withheld, (vi) the words “include”, “includes” and “including,” and words of similar import, shall be deemed to be followed by the phrase words “without limitation”, ,” (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (fvii) the words “hereto,” “herein”, ,” “hereof” and “hereunder”, ,” and words of similar import, shall be construed to refer to this Agreement Mortgage in its entirety entirety, (viii) references to Articles, Sections, Schedules, Exhibits, subsections, paragraphs and not clauses are to any particular provision the Articles, Sections, Schedules, Exhibits, subsections, paragraphs and clauses hereof, (gix) all references herein to Sections or the Schedules and Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits heretoMortgage, in each case as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, are incorporated herein by reference, (hx) the word “notice” means notice in writing (whether or not specifically stated) titles and 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 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, 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” shall be interpreted in the inclusive sense commonly associated with the term “or”. The headings of Articles, Sections, Schedules, Exhibits, subsections, paragraphs and clauses contained in this Agreement preceding the text of the sections, subsections and paragraphs hereof are inserted solely for as a matter of convenience and ease of reference only and shall not constitute affect the constructions of any part provisions hereof and (xi) all obligations 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 Mortgagor hereunder shall be in satisfied by the English language. To Mortgagor at the extent there is any inconsistency or conflict between the terms Mortgagor’s sole cost and conditions of this Agreement and any Research Plan, the terms and conditions of this Agreement will prevailexpense.

Interpretation. Except where the context expressly requires otherwise, : (a) the use of any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), ; (b) the words “include”, ,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation”, ; (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, ; (d) any definition of or reference to any agreement, instrument instrument, or other document herein shall be construed as referring to such agreement, instrument instrument, or other document as from time to time amended, supplemented supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), ; (e) any reference herein to any person or entity shall be construed to include such the person’s or entity’s successors and assigns, ; (f) 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, ; (g) all references herein to Sections Articles, Sections, Exhibits, or Exhibits Schedules shall be construed to refer to Sections Articles, Sections, Exhibits, or Exhibits 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 shall include notices, consents, approvals approvals, and other written communications contemplated under this Agreement, ; (i) provisions that require that a Party, the Parties Parties, or any committee hereunder “agree,” “consent,” or “approve” or the like shall require that such agreement, consent consent, or approval be specific and in writing, whether by written agreement, letter, email, approved minutes minutes, or otherwise (but excluding e-mail and instant messaging), ; (j) references to any specific law, rule rule, or regulation, or article, section section, or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule rule, or regulation thereof, and ; (k) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “orand/or”. The headings of clauses contained in this Agreement preceding ; and (l) the text of term “to the sectionsextent” shall be interpreted to mean the extent or degree to which a subject or thing extends, 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 simply be interpreted against any Party, irrespective of which Party may be deemed construed to have caused mean 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 prevailword “if.”

Interpretation. Except In this Agreement: (a) except where the context expressly requires otherwiseotherwise requires, (a) the use of any gender herein shall be deemed to encompass references to either or both genders, and the use of words denoting the singular shall be deemed to include the plural (and vice versa), words denoting a gender include every gender and references to persons include bodies corporate and unincorporate. (b) the words references to “includeBackground”, “includesClauses”, “Annexes” and “includingSchedules” shall be deemed are, unless the context otherwise requires, references to be followed by the phrase “without limitation”, recitals and clauses hereof and to annexes and schedules hereto. (c) the word “will” Background and Schedules form part of this Agreement and shall be construed to have the same meaning force and effect as if they were expressly set out in the word “shall”, body of this Agreement and any reference to this Agreement shall include the Background and Schedules. (d) any definition of or reference to this Agreement or to any agreement, instrument agreement or other document herein referred to in this Agreement shall be construed as referring a reference to such agreement, instrument agreement or other document as amended, varied, modified, supplemented, restated, novated or replaced from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), time. (e) any reference herein to any person statute or entity statutory provision shall, unless the context otherwise requires, be construed as a reference to such statute or statutory provision as the same may have been, or may be, amended, varied, modified, extended, consolidated, supplemented, re-enacted or replaced and shall be construed deemed also to include such person’s refer to any statutory instrument, regulation or entity’s successors and assigns, order made thereunder. (f) the words word “herein”, “hereofmay” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety as being permissive and not to any particular provision hereof, the word “shall” shall be construed as being mandatory. (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits headings and the table of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, 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” shall be interpreted in the inclusive sense commonly associated with the term “or”. The headings of clauses contained in this Agreement preceding the text of the sections, subsections and paragraphs hereof contents are inserted solely for convenience and ease of reference only and shall not constitute any part affect the construction of this Agreement or have Agreement. (h) any effect on its interpretation or construction. Ambiguities and uncertainties reference to a time of day is to Jersey time, unless otherwise specified in this Agreement. (i) in construing this Agreement the so called “ejusdem generis” rule does not apply and, if anyaccordingly, the interpretation of general words is not restricted by (i) being preceded by words indicating a particular class of acts, matters or things, or (ii) being followed by particular examples. (j) the words “subsidiary” and “subsidiary undertaking” shall not be interpreted against any Party, irrespective of which Party may be deemed to have caused the ambiguity or uncertainty to exist. This same meaning in this Agreement has been prepared as their respective definitions 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 prevailLaw.

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), ; (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, ” and shall not be interpreted to limit the provision to which it relates; (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, ; (d) 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), ; (e) any reference herein to any person or entity Person shall be construed to include such person’s or entitythe Person’s successors and assigns, ; (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety each of their entirety, as the context requires, and not to any particular provision hereof, ; (g) all references herein to Sections or Exhibits Schedules shall be construed to refer to Sections or Exhibits Schedules of this Agreement, and references to this Agreement include all Exhibits Schedules hereto, ; (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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 Section or other division thereof, 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” shall be interpreted in the inclusive sense commonly associated with the term “orand/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 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.

Interpretation. Except where For purposes of this Agreement, the following rules of interpretation shall apply, except to the extent otherwise expressly provided or the context expressly requires otherwiseotherwise requires: (i) any reference to “$” shall mean U.S. dollars; (ii) references to “Exhibit,” “Annex,” “Appendix,” “Article,” “Section” or “Sections” in this Agreement refer to the corresponding exhibit, annex, article, section or sections, respectively, of this Agreement; (aiii) all exhibits, appendices, and annexes attached hereto or referred to herein, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any exhibit, appendix, annex but not otherwise respectively defined therein shall be defined as set forth in this Agreement; (iv) the use headings and captions of each exhibit, appendix, annex, article and section in this Agreement, are provided for convenience only and shall not affect the construction or interpretation of this Agreement; (v) any reference to gender herein shall be deemed to encompass references to either or both include all genders, and the use of words imparting the singular number only shall be deemed to include the plural (and vice versa), ; (bvi) the words such as “include”, herein,” “includeshereof,” “hereunder” and “includingherewith” shall be deemed in this Agreement refer to be followed by the phrase “without limitation”, this Agreement as a whole and not merely to a subdivision in which such words appear; and (cvii) the word “willincluding” or any variation thereof means “including, without limitation” and shall not be construed to have limit any general statement that it follows to the same meaning and effect as the word “shall”, (d) any definition of specific or reference to any agreement, instrument related items 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, 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” shall be interpreted in the inclusive sense commonly associated with the term “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 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 prevailmatters immediately following it.

Interpretation. Except where Headings used herein are for convenience only and shall not in any way affect the context expressly requires construction of or be taken into consideration in interpreting this Agreement. The terms of this Agreement represent the results of negotiations between the Parties and their representatives, each of which has been represented by counsel of its own choosing, and neither of which has acted under duress or compulsion, whether legal, economic, or otherwise. Accordingly, (a) the use terms of this Agreement shall be interpreted and construed in accordance with the definitions for such terms provided herein or, if no such definitions arc provided, with their usual and customary meanings, and each of the Parties hereby waives the application in connection with the interpretation and construction of this Agreement of any gender herein rule of Applicable Laws to the effect that ambiguous or conflicting terms or provisions contained in this Agreement shall be deemed interpreted or construed against the Party whose attorney prepared the executed draft or any earlier draft of this Agreement. Any reference in this Agreement to encompass references to either an Article, Section, subsection, paragraph, clause, Exhibit, or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” Schedule shall be deemed to be followed by the phrase “without limitation”a reference to any Article, (c) the word “will” shall be construed to have the same meaning and effect Section, subsection, paragraph, clause, Exhibit, or Schedule, of or to, as the word “shall”case may be, this Agreement. Except where the context otherwise requires: (da) any definition of or reference to any agreement, instrument instrument, or other document herein shall be construed as referring refers to such agreement, instrument or instrument, other document as from time to time amended, supplemented supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth hereinherein or therein), ; (eb) any reference herein to any person Applicable Laws refers to such Applicable Laws as from time to time enacted, repealed, or entity shall be construed to include such person’s or entity’s successors and assigns, amended; (fc) 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; (d) the words “include”, “includes”, and “including” shall be deemed to be followed by the phrase “but not limited to”, “without limitation”, or words of similar import; (e) the word “or” is used in the inclusive sense (and/or), unless explicitly indicated otherwise by the term “either/or”; (f) the singular shall include the plural, the plural the singular, the use of any gender shall be applicable to all genders; (g) all references herein a “Party” includes its permitted assignees or the respective successors in title to Sections or substantially the whole of its undertaking; and (h) the Exhibits shall be construed and Schedules to refer to Sections or Exhibits this Agreement form part of the operative provision of this Agreement, and references to this Agreement shall, unless the context otherwise requires, include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, Exhibits and (k) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “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 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 prevailSchedules.

Interpretation. Except where the context expressly requires otherwise, (a) Unless the use context of this Agreement otherwise requires: (i) (A) words of any gender herein shall be deemed to encompass references to either or both genders, include each other gender and the use of neuter form; (B) words using the singular shall be deemed to or plural number also include the plural or singular number, respectively; (C) derivative forms of defined terms will have correlative meanings; (D) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and vice versa)derivative or similar words refer to this entire Agreement; (E) the terms “Article,” “Section,” “Annex,” “Exhibit,” and “Schedule,” refer to the specified Article, Section, Annex, Exhibit or Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the Section or subsection in which the reference occurs; (bF) the words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, ; and (cG) the word “willor” shall be construed to have the same meaning and effect as the word “shall”, disjunctive but not exclusive; (dii) any definition of Law defined or reference referred to in this Agreement or in any agreement, agreement or instrument or other document that is referred to herein shall be construed as referring to means such agreement, instrument or other document Law as from time to time amended, supplemented modified or otherwise modified supplemented, including (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ein the case of statutes) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors by succession of comparable successor Laws and assigns, (f) the words “herein”, “hereof” related regulations thereunder 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreementpublished interpretations thereof, and references to this Agreement include all Exhibits heretoany Contract or instrument are to that Contract or instrument as from time to time amended, modified or supplemented; (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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), (jiii) references to any specific lawfederal, rule or regulationstate, local, or articleforeign statute or Law shall include all regulations promulgated thereunder; and (iv) references to any Person include references to such Person’s successors and permitted assigns, section or other division thereofand in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (b) The language used in this Agreement shall be deemed to include be the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and (k) the term “or” shall be interpreted its attorney has reviewed and participated in the inclusive sense commonly associated with the term “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 drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or have any effect on its interpretation or construction. Ambiguities and uncertainties in this Agreement, if anysimilar rule operating against the drafter of an agreement, shall not be interpreted against applicable to the construction or interpretation of this Agreement. (c) Nothing herein (including the Schedules) shall be deemed an admission by any PartyParty or any of its Affiliates, irrespective in any Action, that such Party or any such Affiliate, or any third party, is or is not in breach or violation of, or in default in, the performance or observance of which Party any term or provisions of any Contract or any Law. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deemed deferred until the next Business Day. (e) When calculating the period of time before which, within which or following which any act is to have caused be done or step taken pursuant to this Agreement, the ambiguity date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day. (f) The phrase “to the extent” shall mean the degree to which a subject or uncertainty to exist. This Agreement has been prepared in the English languageother thing extends, and the English language such phrase shall control its interpretation. In additionnot mean simply “if.” (g) The term “writing,” “written” and comparable terms refer to printing, all notices required or permitted to be given hereunder, typing and all written, electronic, oral, or other communications between the Parties regarding this Agreement means of reproducing words (including electronic media) in a visible form. (h) All monetary figures 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 prevailUnited States dollars unless otherwise specified.

Interpretation. Except where In this LSA, unless the context expressly requires otherwise, (a) the use of any gender herein shall be deemed otherwise requires: reference to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” a ‘person’ shall be construed so as to have the same meaning include any person, individual, firm, company, government, state or agency of a state or any joint venture, association or partnership (whether or not having separate legal personality); reference to a ‘company’ shall be construed so as to include any company, corporation or other body corporate, wherever and effect as the word “shall”, (d) any definition of however incorporated or established; reference to any person or company includes references to that person’s or company’s successors and permitted assignees; the singular includes the plural and vice versa as appropriate, except where appropriate for the terms Shipper, Party and Terminal Operator; reference to any gender includes the other gender; unless otherwise specifically stated, references to an ‘Attachment’ and a ‘Clause’ shall be to an attachment and a clause in this LSA; unless otherwise specifically stated, references to ‘GC’ shall be to a section in the General Conditions; unless otherwise specifically stated, references to ‘SC’ shall be to a section in the Services Confirmation; unless otherwise specifically stated, references to ‘AC’ shall be to a section in the LNG Access Code; headings and the table of contents are inserted for convenience only and do not affect the construction or interpretation of this LSA; unless otherwise stated, reference to an agreement, instrument or other document herein shall be construed procedures is to the same as referring to such agreementamended, instrument novated, modified or other document as replaced from time to time time; reference to a statute, by-law, regulation, rule, delegated legislation or order is to the same as amended, supplemented modified or otherwise modified (subject replaced, from time to time, and to any restrictions on such amendmentsby-law, supplements regulation, rule, delegated legislation or modifications set forth herein), (e) any order made there under; and in case an index or reference herein used or referred to any person in this LSA ceases to be available or entity shall be construed to include such person’s is materially changed or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement affected in its entirety and not content, or no longer reflects the price of the commodity it refers to any particular provision hereofat the place it refers to, (g) all references herein or the methodology used to Sections or Exhibits shall be construed calculate the index is materially altered as compared to refer to Sections or Exhibits how it was calculated at the date of execution of this AgreementLSA, and references to this Agreement include all Exhibits heretoTerminal Operator shall, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, 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” shall be interpreted in the inclusive sense commonly associated after having consulted with the term “or”. The headings Shipper and the Other Shippers, provide an appropriate adjustment or replacement of clauses contained such index in this Agreement preceding order to achieve as accurately as possible the text objectives which were at the basis of the sectionschoice of the original index. Such adjustment or replacement shall apply automatically, 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 as the case may be deemed to have caused after consultation of the ambiguity or uncertainty to exist. This Agreement has been prepared in the English language, concerned users 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 approval by 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▇▇▇▇.

Interpretation. Except where the context expressly requires otherwiseWhen a reference is made in this Agreement to an Article, (a) the use Section, recital, preamble or Schedule, such reference shall be to an Article, Section, recital, preamble or Schedule of any gender this Agreement unless otherwise indicated. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to encompass references to either limit or both genders, and the use otherwise affect any of the singular shall be deemed to include provisions hereof. Unless the plural express context otherwise requires: (and vice versa), (bi) whenever the words “include”, ,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation”, ; (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (fii) the words “herein”, hereto,” “hereof,” “herein” and “hereunder”, ” and words of similar import, import when used in this Agreement shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, ; (iii) the terms defined in the singular have a comparable meaning when used in the plural and references to vice versa; (iv) any pronoun used in this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include noticesthe corresponding masculine, consents, approvals feminine and other written communications contemplated under this Agreement, neutral forms; (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like 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, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and (kv) the term “or” shall be interpreted is not exclusive and has the meaning represented by the phrase “and/or”; (vi) the word “extent” in the inclusive sense commonly associated with phrase “to the term extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “or”. The headings of clauses contained if” and (vii) except as otherwise specifically provided herein, all references in this Agreement preceding to any statute include the text rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the sections, subsections and paragraphs hereof are inserted solely for convenience and ease authorship of reference only and shall not constitute any part provision of this Agreement or have any effect on its interpretation or constructionAgreement. Ambiguities and uncertainties As used in this Agreement, if any, a Stockholder’s undertaking to use “reasonable best efforts” to cause any trust to take any action or to refrain from taking any action shall not be interpreted against any Party, irrespective specifically mean recommending such course of which Party may be deemed action to have caused the ambiguity or uncertainty to exist. This Agreement has been prepared trustee(s) of such trust as being in the English languagebest interest of the trust and its beneficiaries, and the English language shall control its interpretation. In addition, all notices required recognizing that whether or permitted not a trustee determines to adopt such course of action remains a decision to be given hereunder, and all written, electronic, oral, or other communications between the Parties regarding this Agreement shall be made by such trustee in the English language. To exercise of its fiduciary duties 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 prevailapplicable trust.

Interpretation. Except where the context expressly requires otherwise, (a) In the use interpretation of this Undertaking, the following provisions apply unless the context otherwise requires: a reference to this Undertaking includes all of the provisions of this document including its schedules; headings are inserted for convenience only and do not affect the interpretation of this Undertaking; if the day on which any gender herein shall act, matter or thing is to be deemed done under this Undertaking is not a Business Day, the act, matter or thing must be done on the next Business Day; a reference in this Undertaking to encompass references to either any law, legislation or both genderslegislative provision includes any statutory modification, amendment or re-enactment, and the use any subordinate legislation or regulations issued under that legislation or legislative provision; a reference in this Undertaking to any company includes its Related Bodies Corporate; a reference in this Undertaking to any agreement or document is to that agreement or document as amended, novated, supplemented or replaced; a reference to a clause, part, schedule or attachment is a reference to a clause, part, schedule or attachment of or to this Undertaking; an expression importing a natural person includes any company, trust, partnership, joint venture, association, body corporate or governmental agency; where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning; a word which denotes the singular shall be deemed to include also denotes the plural, a word which denotes the plural (also denotes the singular, and vice versa), (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) any definition of or a reference to any agreementgender also denotes the other genders; a reference to the words 'such as', instrument or other document herein shall 'including', 'particularly' and similar expressions is to be construed as referring without limitation; a construction that would promote the purpose- or object- underlying the Undertaking (whether expressly stated or not) will be preferred to such agreement, instrument a construction that would not promote that purpose 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 or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and object; material not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits forming part of this Agreement, and references to this Agreement include all Exhibits hereto, Undertaking may be considered to: (hA) confirm the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that meaning of a Party, clause is the Parties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether ordinary meaning conveyed 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, 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” shall be interpreted in the inclusive sense commonly associated with the term “or”. The headings of clauses contained in this Agreement preceding the text of the sectionsclause, subsections taking into account its context in the Undertaking and paragraphs hereof are inserted solely for convenience the competition concerns intended to be addressed by the Undertaking and ease the clause in question; or (B) determine the meaning of the clause when the ordinary meaning conveyed by the text of the clause, taking into account its context in the Undertaking and the purpose or object underlying the Undertaking, leads to a result that does not promote the purpose or object underlying the Undertaking; in determining whether consideration should be given to any material in accordance with paragraph (xiii), or in considering any weight to be given to any such material, regard must be had, in addition to any other relevant matters, to the: (A) effect that reliance on the ordinary meaning conveyed by the text of the clause would, have (taking into account its context in the Undertaking and whether that meaning promotes the purpose or object of the Undertaking); and (B) need to ensure that the result of the Undertaking is to completely address any ACCC competition concerns; the ACCC may authorise the ACCC Mergers and Adjudication Group, a member of the ACCC or a member of the ACCC staff, to exercise a decision making function under this Undertaking on its behalf and that authorisation may be subject to any conditions which the ACCC may impose; in performing its obligations under this Undertaking, Sea Swift will do everything reasonably within its power to ensure that its performance of those obligations is done in a manner which is consistent with promoting the purpose and object of this Undertaking; a reference only and shall to: (A) a thing (including, but not constitute any limited to, a chose in action or other right) includes a part of this Agreement or have any effect on that thing; (B) a party includes its interpretation or constructionsuccessors and permitted assignees; and (C) a monetary amount is in Australian dollars. Ambiguities and uncertainties in this Agreement889 040) of 41–▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, if any, shall not be interpreted against any Party, irrespective of which Party may be deemed ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (Sea Swift) Sea ▇▇▇▇▇ agrees to have caused the ambiguity or uncertainty to exist. This Agreement has been prepared in the English languageprovide, and the English language shall control its interpretationShipper agrees to engage, Sea Swift to provide the services on the terms below and in the attached Service Conditions and Schedules. In addition, all notices required or permitted 2 Access Service and Additional Services (if any): [to be given hereunder, and all written, electronic, oral, or other communications between specified] 3 Wharfage volume [insert approximate cargo volume] 4 Ancillary Services (provided at election of the Parties regarding this Agreement shall be in Shipper): [insert as applicable] 5 Sea Swift’s Service Conditions applicable to the English language. To the extent there is any inconsistency or conflict between the terms and conditions Services: [Standard Stevedoring Conditions] [Standard Warehousing Conditions] Sea Swift Terms & Conditions of this Agreement and any Research Plan, the terms and conditions of this Agreement will prevail.Carriage Sea Swift Credit Terms

Interpretation. Except where the context expressly requires otherwise, (a) As used in this Agreement, references to the use following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits or Schedules are to the Preamble or a Recital, Section or Article of, or an Exhibit or Schedule to, this Agreement unless otherwise clearly indicated to the contrary; (ii) to any Contract (including this Agreement) or “organizational document” are to the Contract or organizational document as amended, modified, supplemented or replaced from time to time; (iii) to any Law are to such Law as amended, modified, supplemented or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any gender herein shall be deemed Law including any successor to encompass references such section; (iv) to either any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (v) to any “copy” of any Contract or both gendersother document or instrument are to a true and complete copy thereof; (vi) to “hereof,” “herein,” “hereunder,” “hereby,” “herewith” and words of similar import refer to this Agreement as a whole and not to any particular Article, Section or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vii) to the “date of this Agreement,” “the date hereof” and words of similar import refer to February 7, 2020; and (viii) to “this Agreement” includes the Exhibits and Schedules (including the Company Disclosure Letter and the use of the singular shall be deemed Parent Disclosure Letter) to include the plural (and vice versa), this Agreement. (b) Whenever the words “include”, ,” “includes” and or “including” shall are used in this Agreement, they will be deemed to be followed by the phrase words “without limitation”, (c) the .” The word “willor” shall not be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to exclusive. Any singular term in this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, shall will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereofplural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (kc) Whenever the term last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a Business Day, the party hereto having such right or duty shall have until the next Business Day to exercise such right or discharge such duty. Unless otherwise indicated, the word “orday” shall be interpreted in the inclusive sense commonly associated with the term “or”. as a calendar day. (d) The table of contents and 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 purposes only and shall will not constitute affect in any part way the meaning or interpretation of this Agreement Agreement. (e) References to a “party” hereto means Parent, Merger Sub I, Merger Sub II or have any effect on its interpretation or construction. Ambiguities the Company and uncertainties in this Agreementreferences to “parties” hereto means Parent, if anyMerger Sub I, 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, Merger Sub II and the English language shall control its interpretation. In additionCompany. (f) References to “dollars” or “$” mean United States dollars, all notices required or permitted unless otherwise clearly indicated 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 prevailcontrary.

Interpretation. Except where In this Agreement and in the Exhibit to this Agreement, except to the extent that the context expressly requires otherwise, otherwise requires: (a) the use headings are for convenience of any gender herein reference only and shall be deemed to encompass references to either or both genders, and not affect the use interpretation of the singular shall be deemed to this Agreement; (b) defined terms include the plural (as well as the singular and vice versa); (c) words importing gender include all genders; (d) a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been or may from time to time be amended, extended, re-enacted or consolidated and to all statutory instruments or orders made under it; (be) any reference to a “day” or a “Business Day” shall mean the whole of such day, being the period of 24 hours running from midnight to midnight; (f) references to Articles, Sections, subsections, clauses and Exhibits are references to Articles, Sections, subsections, clauses and Exhibits to, this Agreement; (g) the word “or” is not exclusive, and has the meaning represented by the phrase “and/or,” unless the context clearly prohibits that construction; (i) the words “include”, “includesincluding” and “includinginclude” and other words of similar import shall be deemed to be followed by the phrase “without limitation”, ; (cj) the word “willextent” in the phrase “to the extent” (or similar phrases) shall be construed mean the degree to have the same meaning which a subject or other thing extends, and effect as the word such phrase shall not mean simply “shallif”; (k) unless otherwise specified, (d) any definition of or reference references 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer party to this Agreement in or any other document or agreement shall include its entirety successors and not to any particular provision hereof, permitted assigns; (gl) all references herein to Sections “$” or Exhibits “dollars” mean the lawful currency of the United States of America; (m) no rule of construction against the draftsperson shall be construed to refer to Sections applied in connection with the interpretation or Exhibits enforcement of this Agreement, and references to as this Agreement include all Exhibits hereto, is the product of negotiation between sophisticated parties advised by counsel; and (hn) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under whenever this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like Agreement shall require that a party to take an action, 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, requirement shall be deemed an undertaking by such party to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereofcause it and its subsidiaries, and (k) the term “or” shall be interpreted to use its reasonable efforts to cause its other affiliates, to take appropriate action in the inclusive sense commonly associated with the term “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 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 prevailconnection therewith.

Interpretation. All headings are for convenience only and shall not affect the meaning of any provision of this Agreement. The Parties acknowledge that each Party has read and negotiated the language used in this Agreement. Because all Parties participated in negotiating and drafting this Agreement, no rule of construction shall apply to this Agreement which construes ambiguous language in favor of or against any Party by reason of that Party’s role in drafting this Agreement. Except where the context expressly requires otherwise, (a) the use of any gender herein shall will be deemed to encompass references to either or both any genders, and the use of the singular shall will be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall will be construed to have the same meaning and effect as the word “shall”, (d) any definition of or reference to any agreement, instrument or other document herein shall 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 or entity shall Person will be construed to include such person’s or entitythe Person’s successors and permitted assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Sections section, attachments, appendices, exhibits or Exhibits shall the like will be construed to refer to Sections sections, attachments, appendices, exhibits or Exhibits the like of this Agreement, and references to this Agreement include all Exhibits attachments, appendices, exhibits or the like attached hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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 lawApplicable Law, rule or regulation, or article, section or other division thereof, shall will be deemed to include the then-current amendments thereto or any replacement or successor lawApplicable Law, rule or regulation thereof, thereof and (ki) the term “or” shall will be interpreted in the inclusive sense commonly associated with the term “orand/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 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.

Interpretation. Except where The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context expressly requires otherwisemay require, (a) the use of any gender herein pronoun shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (corresponding masculine, feminine and vice versa), (b) the neuter forms. The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the .” The word “will” shall be construed to have the same meaning and effect as the word “shall”, .” Unless the context requires otherwise (da) 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), (eb) any reference herein to any person or entity Person shall be construed to include such person’s or entityPerson’s successors and permitted assigns, (fc) 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, (gd) all references herein to Sections or Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or Exhibits regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and any successor of such law or regulation, (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (g) the phrase “to the knowledge of any Loan Party” or words of similar import relating to the knowledge or to the awareness of any Loan Party shall mean and refer to (i) the actual knowledge of a Duly Authorized Officer of any Loan Party or (ii) the knowledge that a Duly Authorized Officer would have obtained if such representative had made a due inquiry with regard to the matter to which such phrase relates. All references to time of day herein are references to Chicago, Illinois, time unless otherwise specifically provided. Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, and references to it shall be done in accordance with GAAP except where such principles are inconsistent with the specific provisions of this Agreement. All terms that are used in this Agreement include all Exhibits heretowhich are defined in the Uniform Commercial Code of the State of Illinois as in effect from time to time (“UCC”) shall have the same meanings herein as such terms are defined in the UCC, (h) the word unless this Agreement shall otherwise specifically provide. References “notice” means notice in writing (whether or not specifically stated) and 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,” “consentfrom” or “approvethrough” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively. Unless otherwise specified herein, the like settlement of all payments and fundings hereunder between or among the parties hereto shall require that such agreement, consent or approval be specific made in lawful money of the United States of America and in writing, whether by written agreement, letter, approved minutes or otherwise (but excluding e-mail and instant messaging), (j) references immediately available funds. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. References to any specific lawstatute or act, rule or regulation, or article, section or other division thereofwithout additional reference, shall be deemed to include refer to federal statutes and acts of the then-current amendments thereto United States of America. Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any replacement other like term shall also constitute such a Person or successor lawentity). Notwithstanding anything to the contrary contained in Section 1.3, rule any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) (“FAS 842”), to the extent such adoption would require treating any lease (or regulation thereofsimilar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2017, such lease shall not be considered a capital lease, and (k) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “or”. The headings of clauses contained in this Agreement preceding the text of the sections, subsections all calculations and paragraphs hereof are inserted solely for convenience and ease of reference only and shall not constitute any part of deliverables under 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 Loan Document shall be made or delivered, as applicable, 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 prevailaccordance therewith.

Interpretation. Except where The captions and headings to this Agreement are for convenience only, and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits of this Agreement and references to this Agreement include all Exhibits hereto. Unless context expressly requires otherwiseotherwise clearly requires, whenever used in this Agreement: (a) the use of any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and or “including” shall be deemed to be followed by construed as incorporating also the phrase “but not limited to” or “without limitation”; (b) the word “day” or “quarter” shall mean a calendar day or quarter, unless otherwise specified; (c) the word “willnotice” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, ; (id) the words “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement (including any Exhibits); (e) provisions that require that a Party, the Parties or any committee the JRC hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise otherwise; (but excluding e-mail and instant messaging)f) words of any gender include the other gender; (g) words using the singular or plural number also include the plural or singular number, respectively; (jh) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, ; and (ki) the term word “orwill” shall be interpreted in construed to have the inclusive sense commonly associated with same meaning and effect as the term word “orshall”. 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 AgreementAmbiguities, if any, in this Agreement shall not be interpreted construed against any Party, irrespective of which Party may be deemed to have caused authored the ambiguity or uncertainty to existambiguous provision. This Agreement has been prepared in the English language, and the English The 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 of this Agreement shall be deemed to be the language mutually chosen by the Parties and no rule of strict construction shall be applied against either Party hereto. This Agreement should be interpreted in its entirety and the English language. To the extent there is any inconsistency or conflict between the terms and conditions fact that certain provisions of this Agreement and any Research Plan, may be cross-referenced in a Section shall not be deemed or construed to limit the terms and conditions application of other provisions of this Agreement will prevailto such Section and vice versa. As used in this Agreement, the phrase ‘with respect to a given Collaboration Target’ or ‘with respect to any Collaboration Target’ or ‘for a Collaboration Target’ (or similar phrases) when referring to BMS’ licenses or license rights or Compounds ‘with respect to a Collaboration Target’ (or when referring to the termination of BMS’ licenses or license rights hereunder) refers to the licensed CytomX Technology or Product Specific Patent that applies to Compounds and Products targeting such Collaboration Target.

Interpretation. Except where The table of contents and the section and other headings and subheadings contained in this Agreement and in the exhibits and schedules hereto are solely for the purpose of reference, are not part of the agreement of the parties hereto, and shall not in any way affect the meaning or interpretation of this Agreement or any exhibit or schedule hereto. All references to days or months shall be deemed references to calendar days or months. All references to “$” shall be deemed references to United States dollars. Unless the context expressly requires otherwiseotherwise requires, (a) the use of any gender herein reference to an “Article,” a “Section,” an “Exhibit,” or a “Schedule” shall be deemed to encompass references refer to either a section of this Agreement or both gendersan exhibit or schedule to this Agreement, as applicable. The words “hereof,” “herein” and the use “hereunder” and words of the singular shall be deemed similar import referring to include the plural (this Agreement refer to this Agreement as a whole and vice versa), (b) not to any particular provision of this Agreement. Whenever the words “include”, ,” “includes” and or “including” are used in this Agreement, unless otherwise specifically provided, they shall be deemed to be followed by the phrase words “without limitation”, (c) the word “will.” This Agreement shall be construed without regard to have any presumption or rule requiring construction or interpretation against the same meaning and effect as party drafting or causing the word document to be drafted. Unless specified otherwise, all references in this Agreement to an “shalloption”, (d) any definition a right 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 “approveelection” or (including terms correlative to the like 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 messagingforegoing), (j) references or to any specific law, rule or regulation, or article, section or other division thereof, similar rights shall be deemed to include the then-current amendments thereto be consents, rights to elections or any replacement or successor law, rule or regulation thereof, and (k) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “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 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, oraloptions, or other communications between similar rights, as applicable, that may be withheld, conditioned or delayed at the Parties regarding this Agreement shall be in sole discretion of the English language. To party holding such option or right of consent or election, or other similar right, as 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 prevailcase may be.

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall be deemed to encompass references to either or both genders, The captions and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer headings to this Agreement are for convenience only, and are to be of no force or effect in its entirety and not to construing or interpreting any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of the provisions of this Agreement. Unless specified to the contrary, references to Articles, Sections, Schedules or Exhibits mean the particular Articles, Sections, Schedules or Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. In the event of any conflict between the main body of this Agreement and any Exhibit hereto, the main body of this Agreement shall prevail. Unless context otherwise clearly requires, whenever used in this Agreement: (ha) the words “include” or “including” shall be construed as incorporating, also, “but not limited to” or “without limitation”; (b) the word “day” or “year” means a calendar day or year unless otherwise specified; (c) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, ; (id) the words “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement as a whole and not merely to the particular provision in which such words appear; (e) the words “shall” and “will” have interchangeable meanings for purposes of this Agreement; (f) provisions that require that a Party, the Parties or any a committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise otherwise; (but excluding e-mail and instant messaging)g) words of any gender include the other gender; (h) words using the singular or plural number also include the plural or singular number, respectively; (ji) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof; (j) the phrase “non-refundable” shall not prohibit, limit or restrict either Party’s right to obtain damages in connection with a breach of this Agreement; and (k) the term “or” neither Party shall be interpreted in the inclusive sense commonly associated with the term “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 any Party, irrespective of which Party may be deemed to have caused be acting on behalf of 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 prevailParty.

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity Person shall be construed to include such person’s or entitythe Person’s successors and assigns, (f) 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, (g) all references herein to Sections Sections, Exhibits or Exhibits Schedules shall be construed to refer to Sections Sections, Exhibits or Exhibits 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 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 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, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, thereof and (k) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “orand/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 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.

Interpretation. Except where Interpretation of this Agreement is governed by the following rules of construction, unless the context expressly clearly requires otherwise, : (a) words in the use singular include the plural and vice versa, and words of any one gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed held to include the plural (and vice versa), other gender as the context requires; (b) references to the terms article, section, paragraph and exhibit are references to the Articles, Sections, Paragraphs and Exhibits to this Agreement; (c) references to “$” and “Dollars” mean United States dollars; (d) the words “include”, including,” “includes,” and “including” shall be deemed to be followed by words of similar meaning are interpreted as incorporating the phrase “without limitation,” or “but not limited to”, ; (ce) the word “willor” shall be construed to have the same meaning associated with the phrase “and/or” and effect as not be exclusive; (f) provisions apply, when appropriate, to successive events and transactions; (g) a reference to any Person includes such Person’s successors and permitted assigns; (h) this Agreement is construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted; (i) the word “shall”, day” means a calendar day unless otherwise specified; (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (hj) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, ; (ik) each accounting term not otherwise defined in this Agreement has the meaning assigned to it consistent with the requirements of Accounting Standards; (l) the words “hereof,” “herein,” “hereby,” “hereunder” and derivative or similar words refer to this Agreement (including the Exhibits); (m) provisions that require that a Party, the Parties or any committee hereunder the Executive Steering Committee “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise otherwise; (but excluding e-mail and instant messaging), (jn) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, ; and (ko) the term “or” neither Party or its Affiliates shall be interpreted in deemed to be acting “on behalf of” the inclusive sense commonly associated with the term “or”other Party hereunder. All Exhibits referred to herein are hereby incorporated by reference. The headings of clauses contained in this Agreement preceding are used only as a matter of convenience, and in no way define, limit, construe or describe the text scope or intent of the sections, subsections and paragraphs hereof are inserted solely for convenience and ease of reference only and shall not constitute any part Section of this Agreement or have Agreement. When calculating any effect on its interpretation or construction. Ambiguities and uncertainties in this Agreementcost, 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, expense or other communications between the Parties regarding this Agreement amount hereunder no specific charge or element thereof 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 prevailaccounted for more than once.

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall will be deemed to encompass references to either or both genders, and the use of the singular shall will be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall will be construed to have the same meaning and effect as the word “shall”, (d) any definition of or reference to any agreement, instrument or other document herein shall 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 or entity shall Person will be construed to include such person’s or entitythe Person’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Sections Sections, or Exhibits shall Schedules will be construed to refer to Sections or Exhibits Schedules of this Agreement, and references to this Agreement include all Exhibits Schedules hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and shall 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 shall 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, shall 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” shall will be interpreted in the inclusive sense commonly associated with the term “orand/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 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.

Interpretation. Except where the context expressly requires otherwise, (a) As used in this Agreement, references to the use following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles, Exhibits or Schedules are to the Preamble or a Recital, Section or Article of, or an Exhibit or Schedule to, this Agreement unless otherwise clearly indicated to the contrary; (ii) to any Contract (including this Agreement) are to the Contract as amended, modified, supplemented or replaced from time to time; (iii) to any Law are to such Law as amended, modified, supplemented or replaced from time to time and all rules and regulations promulgated thereunder, and to any section of any gender herein shall be deemed Law include any successor to encompass references such section; (iv) to either any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (v) to any “copy” of any Contract or both gendersother document or instrument are to a true, correct and complete copy thereof; (vi) to “hereof,” “herein,” “hereunder,” “hereby,” “herewith” and words of similar import refer to this Agreement as a whole and not to any particular Article, Section or clause of this Agreement, unless otherwise clearly indicated to the use contrary; (vii) to the “date of this Agreement,” “the singular shall be deemed date hereof” and words of similar import refer to include [●] [●], 2024; and (viii) to “this Agreement” includes the plural (Exhibits and vice versa), Schedules. (b) Whenever the words “include”, ,” “includes” and or “including” shall are used in this Agreement, they will be deemed to be followed by the phrase words “without limitation”, (c) the .” The word “willor” shall need not be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to disjunctive. Any singular term in this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, shall will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereofplural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (kc) Whenever the term last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a Business Day, the party having such right or duty shall have until the next Business Day to exercise such right or discharge such duty. Unless otherwise indicated, the word “orday” shall be interpreted in as a calendar day. With respect to any determination of any period of time, unless otherwise set forth herein, the inclusive sense commonly associated with word “from” means “from and including” and the term word “orto” means “to but excluding.”. (d) The table of contents and 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 purposes only and shall will not constitute affect in any part way the meaning or interpretation of this Agreement Agreement. (e) References to a “party” means Cedant or have any effect on its interpretation or construction. Ambiguities Reinsurer and uncertainties in this Agreement, if any, shall not be interpreted against any Party, irrespective of which Party may be deemed references to have caused “parties” means Cedant and Reinsurer unless 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 prevailcontext otherwise requires.

Interpretation. Except where the context expressly requires otherwise1.2.1. The terms “herein,” “hereof,” “hereto,” “hereinafter” and similar terms, (a) the use as used in this Agreement, in each case shall refer to this Agreement as a whole and not to any particular section, paragraph, sentence or other subdivision of any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), (b) this Agreement. Whenever the words “include”, ,” “includes” and or “including” are used, they shall be deemed to be followed by the phrase words “without limitation”” or “but not limited to” or words of like import. The term “or,” as used herein, (c) is not exclusive. Words used herein, regardless of the word “will” number and gender specifically used, shall be deemed and construed to have the same meaning include any other number, singular or plural, and effect any other gender, masculine, feminine or neuter, as the word “shall”, (d) any definition of or context indicates is appropriate. 1.2.2. Any reference to any agreement, instrument a statute or other document herein statutory provision shall be construed as referring a reference to such agreementthe same as it may have been, instrument or other document as may from time to time be, amended, supplemented modified or otherwise modified (subject re-enacted and to any restrictions on such amendments, supplements applicable rules or modifications set forth herein), (e) any regulations promulgated thereunder. Any reference herein to any person agreement or entity document (including this Agreement) shall be construed as a reference to such agreement or document as amended, modified or supplemented and in effect from time to time and shall include such person’s a reference to any document which amends, modifies or entity’s supplements it, or is entered into, made or given pursuant to or in accordance with its terms. tk-420278 1.2.3. Any reference to any Person in any capacity includes a reference to its permitted successors and assignsassigns in such capacity and, (f) in the words “herein”case of any Governmental Authority, “hereof” any Person succeeding to its functions and “hereunder”, and words of similar import, shall be construed to refer to this Agreement capacities. 1.2.4. Each party has participated in its entirety and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits the drafting of this Agreement, and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. 1.2.5. All references to in this Agreement include all Exhibits hereto, (h) the word to “notice” means notice in writing (whether or not specifically stated) and 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 “agreeSection,” “consentExhibit”, “Schedule” or “approveAnnex” (or the like 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), (jsimilar references) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include be references to a section of, or exhibit, schedule or annex to, this Agreement, unless the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and (k) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “or”context otherwise requires. The headings of clauses contained Headings set forth in this Agreement preceding the text of the sections, subsections and paragraphs hereof are inserted solely used for convenience and ease of reference only and shall are not constitute any part of this Agreement to be considered in construing or have any effect on its interpretation or construction. Ambiguities and uncertainties in interpreting 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.

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such the person’s or entity’s successors and assigns, (f) 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, (g) all references herein to Sections or Exhibits Schedules shall be construed to refer to Sections or Exhibits Schedules of this Agreement, and references to this Agreement include all Exhibits Schedules hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, 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” shall be interpreted in the inclusive sense commonly associated with the term “orand/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 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.

Interpretation. Except as otherwise set forth herein, or where the context expressly requires otherwise, of this Agreement otherwise requires: (ai) headings and titles are for convenience only and do not affect the interpretation of this Agreement; (ii) the use gender of any gender all words used herein shall be deemed to encompass references to either or both gendersinclude the masculine, feminine and neuter and the use number of all words shall include the singular shall be deemed to include the plural and plural; (and vice versa), (biii) the words terms “includehereof”, “includesherein,” “hereto” and similar words refer to this entire Agreement and not any particular Section, Schedule or any other subdivision of this Agreement; (iv) references to “includingSection” or “Schedule” are to this Agreement unless specified otherwise; (v) reference to “this Agreement” (including any Schedule hereto) or any other agreement or document shall be construed as a reference to such agreement or document as the same may be amended, modified, supplemented or restated, and shall include a reference to any agreement or document which amends, modifies, supplements or restates, or is entered into, made or given pursuant to or in accordance with its terms; (vi) references to any law, statute, rule, regulation, standard (including for testing and sampling), notification or statutory provision (including Applicable Laws) shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted; (vii) references to any Person shall be construed as a reference to such Person’s successors and permitted assigns; (viii) references to “or” will be deemed to be followed by disjunctive but not necessarily exclusive (i.e., unless the phrase context dictates otherwise, “or” will be interpreted to mean “and/or” rather than “either/or”); (ix) “includes”, “including” and similar phrases mean “including, without limitation”, ; and (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) 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, (gx) all references Schedules are incorporated herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that made a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like 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, 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” shall be interpreted in the inclusive sense commonly associated with the term “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 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, for 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 prevailpurposes.

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall be deemed to encompass references to either or both genders, The captions and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer headings to this Agreement are for convenience only, and are to be of no force or effect in its entirety and not construing or interpreting any of the provisions of this Agreement. Unless specified to any particular provision hereofthe contrary, (g) all references herein to Articles, Sections or Exhibits shall be construed to refer to mean the particular Articles, Sections or Exhibits of to this Agreement, Agreement and references to this Agreement include all Exhibits hereto. In the event of any conflict between the main body of this Agreement and any Exhibit hereto, the main body of this Agreement shall prevail. Unless context otherwise clearly requires, whenever used in this Agreement: (ha) the words “include” or “including” shall be construed as incorporating, also, “but not limited to” or “without limitation;” (b) the word “day” or “year” means a calendar day or year unless otherwise specified; (c) the word “notice” means shall mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, ; (id) the words “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement as a whole and not merely to the particular provision in which such words appear; (e) the words “shall” and “will” have interchangeable meanings for purposes of this Agreement; (f) the word “or” shall have the inclusive meaning commonly associated with “and/or”; (g) provisions that require that a Party, the Parties or any a committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise otherwise; (but excluding e-mail and instant messaging)h) words of any gender include the other gender; (i) words using the singular or plural number also include the plural or singular number, respectively; (j) references to any specific law, rule or regulation, or article, section or other division thereof, 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” neither Party or its Affiliates shall be interpreted in the inclusive sense commonly associated with the term “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 any Party, irrespective of which Party may be deemed to have caused be acting “under authority of” or “on behalf of” 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 prevailParty.

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, 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” shall be interpreted in the inclusive sense commonly associated with the term “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 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. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

Interpretation. Except where Unless specified to the context expressly requires otherwisecontrary, (a) the use of any gender herein shall be deemed to encompass references to either Articles, Sections or both gendersExhibits mean the particular Articles, and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) any definition of Sections 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer Appendices to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto. Unless the context clearly requires otherwise, whenever used in this Agreement: (ha) the words “include” or “including” shall be construed as incorporating, also, “but not limited to” or “without limitation,” whether or not such additional words are written; (b) the word “or” shall have its inclusive meaning of “and/or” except when paired as “either/or”; (c) the word “day” or “quarter” or “year” means a calendar day or calendar quarter or calendar year unless otherwise specified; (d) the word “notice” means shall require notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, ; (ie) the words “hereof,” “herein,” “hereunder,” “hereby” and derivative or similar words refer to this Agreement (including the Exhibits hereto); (f) provisions that require that a Party, the Parties or any a committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letterletter or otherwise; (g) words of any gender include the other gender; (h) words using the singular or plural number also include the plural or singular number, approved minutes or otherwise respectively; (but excluding e-mail and instant messaging), (ji) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, ; and (kj) dollars (and amounts indicated with the symbol “$”) mean United States dollars unless expressly stated otherwise. Each accounting term “or” used herein that is not specifically defined herein shall be interpreted have the meaning given to it under U.S. Generally Accepted Accounting Principles, or other generally accepted cost accounting principles in the inclusive sense commonly associated applicable territory, but only to the extent consistent with its usage and the term “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 other definitions 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.

Interpretation. Except where the context expressly requires otherwise, (a) As used in this Agreement, references to the use following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles or Schedules are to the Preamble or a Recital, Section or Article of, or a Schedule to, this Agreement unless otherwise clearly indicated to the contrary; (ii) to any Contract (including this Agreement) or “organizational document” are to the Contract or organizational document as amended, modified, supplemented or replaced from time to time; (iii) to any Law are to such Law as amended, modified, supplemented or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any gender herein shall be deemed Law including any successor to encompass references such section; (iv) to either any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (v) to any “copy” of any Contract or both gendersother document or instrument are to a true and complete copy thereof; (vi) to “hereof,” “herein,” “hereunder,” “hereby,” “herewith” and words of similar import refer to this Agreement as a whole and not to any particular Article, Section or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vii) to the “date of this Agreement,” “the date hereof” and words of similar import refer to February 7, 2020; and (viii) to “this Agreement” includes the use of the singular shall be deemed Schedule to include the plural (and vice versa), this Agreement. (b) Whenever the words “include”, ,” “includes” and or “including” shall are used in this Agreement, they will be deemed to be followed by the phrase words “without limitation”, (c) the .” The word “willor” shall not be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to exclusive. Any singular term in this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, shall will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereofplural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (kc) Whenever the term last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a Business Day, the party hereto having such right or duty shall have until the next Business Day to exercise such right or discharge such duty. Unless otherwise indicated, the word “orday” shall be interpreted in the inclusive sense commonly associated with the term “or”. as a calendar day. (d) 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 purposes only and shall will not constitute affect in any part way the meaning or interpretation of this Agreement Agreement. (e) References to a “party” hereto means the Company, Parent or have any effect on its interpretation or construction. Ambiguities a Shareholder and uncertainties in this Agreementreferences to “parties” hereto means the Company, 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, Parent and the English language shall control its interpretation. In additionShareholders unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, all notices required or permitted unless otherwise clearly indicated 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 prevailcontrary.

Interpretation. Except where the context expressly requires otherwise, (a) The foregoing definitions are equally applicable to both the use of any gender herein shall be deemed to encompass references to either or both genders, singular and the use plural forms of the singular terms defined. Whenever the context may require, any pronoun shall be deemed to include the plural (corresponding masculine, feminine and vice versa), (b) the neuter forms. The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the .” The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise, (di) any definition of or reference to any agreement, instrument or other document herein (including any Loan Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified or extended or renewed (subject to any restrictions on such amendments, restatements, amendments and restatements, supplements or modifications set forth herein, if any), (eii) any reference herein to any person or entity Person shall be construed to include such person’s or entityPerson’s successors and permitted assigns, (fiii) the words “hereto,” “herein”, ,” “hereof” and “hereunder”, ,” and words of similar importimport when used in any Loan Document, shall be construed to refer to this Agreement such Loan Document in its entirety and not to any particular provision hereofthereof, (giv) all references herein in a Loan Document to Sections or Articles, Sections, subsections, paragraphs, clauses, Exhibits and Schedules shall be construed to refer to Sections or Exhibits of this AgreementArticles, Sections, subsections, paragraphs and clauses of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to this Agreement any law shall include all Exhibits heretostatutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (hvi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. In the computation of periods of time from a specified date to a later specified date, the word “noticefrom” means notice in writing (whether or not specifically stated) “from and shall include notices, consents, approvals including;” the words “to” and other written communications contemplated under this Agreement, (i) provisions that require that a Party, “until” each mean “to but excluding;” and the Parties or any committee hereunder word “agree,through” means “consentto and including.” or “approve” or the like 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) All references to any specific lawtime of day herein are references to New York, rule or regulation, or article, section or other division thereof, 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” shall be interpreted in the inclusive sense commonly associated with the term “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 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 prevailNew York time unless otherwise specifically provided.

Interpretation. Except where the context expressly requires otherwise, : (a) the use of any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), ; (b) the words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, ; (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, ; (d) 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), ; (e) any reference herein to any person or entity shall be construed to include such the person’s or entity’s successors and assigns, ; (f) 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, ; (g) all references herein to Sections Articles, Sections, Exhibits or Exhibits Schedules shall be construed to refer to Sections Articles, Sections, Exhibits or Exhibits 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 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 shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, email, 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, 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” shall be interpreted in the inclusive sense commonly associated with the term “orand/or”. The headings of clauses contained in this Agreement preceding ; and (l) the text of term “to the sectionsextent” shall be interpreted to mean the extent or degree to which a subject or thing extends, 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 simply be interpreted against any Party, irrespective of which Party may be deemed construed to have caused mean 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 prevailword “if.”

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall will be deemed to encompass references to either or both genders, and the use of the singular shall will be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall will be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall Person will be construed to include such person’s or entitythe Person’s successors and assigns, (fe) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (gf) all references herein to Sections or Exhibits shall will be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (hg) the word “notice” means notice in writing (whether or not specifically stated) and shall will include notices, consents, approvals and other written communications contemplated under this Agreement, (ih) provisions that require that a Party, the Parties or any committee hereunder to “agree,” “consent” or “approve” or the like shall 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 text and instant messaging), (ji) references to any specific law, rule or regulation, or article, section or other division thereof, shall will be deemed to include the then-current any amendments thereto or any replacement or successor law, rule or regulation thereof, and (kj) the term “or” shall will be interpreted in the inclusive sense commonly associated with the term “orand/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 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.

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, ,” (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, ,” (d) 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), (e) any reference herein to any person or entity Person shall be construed to include such person’s or entitythe Person’s successors and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means shall mean notice in writing (whether or not specifically stated) and 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 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, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, (k) 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), and (kl) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “orand/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 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.

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall will be deemed to encompass references to either or both genders, and the use of the singular shall will be deemed to include the plural (and vice versa), (b) the words “include”, ,” “includes” and “including” shall will be deemed to be followed by the phrase “without limitation”, ,” (c) the word “will” shall will be construed to have the same meaning and effect as the word “shall”, ,” (d) any definition of or reference to any agreement, instrument or other document herein shall 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 or entity shall Person will be construed to include such person’s or entitythe Person’s successors and assigns, (f) the words “herein”, ,” “hereof” and “hereunder”, ,” and words of similar import, shall will be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Articles, Sections or Exhibits shall Schedules will be construed to refer to Articles, Sections or Exhibits Schedules of this Agreement, and references to this Agreement include all Exhibits Schedules hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include noticesexcept as otherwise expressly set forth herein, 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 shall 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), (ji) references to any specific law, rule or regulation, or article, section or other division thereof, shall will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, (j) any action or occurrence deemed to be effective as of a particular date will be deemed to be effective as of 11:59 PM ET on such date and (k) the term “or” shall will be interpreted in the inclusive sense commonly associated with the term “or”” (and/or). Unless otherwise specified, deadlines within which any payment is to be made or act is to be done within or following a specified time period after a date will be calculated by excluding the day, Business Day, month or year of such date, as applicable, and including the day, Business Day, month or year of the date on which the period ends. Whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, such payment will be made or action taken on the next Business Day following such day to make such payment or do such act. The preamble to this Agreement and the descriptive headings of clauses contained in this Agreement preceding the text of the sections, subsections Articles and paragraphs hereof Sections are inserted solely for convenience and ease of reference only and shall are not constitute any part intended as complete or accurate descriptions of the content of this Agreement or have any effect on its interpretation of such Articles 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 prevailSections.

Interpretation. Except where The captions and headings to this Agreement are for convenience only, and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits of this Agreement and references to this Agreement include all Exhibits hereto. Unless context expressly requires otherwiseotherwise clearly requires, whenever used in this Agreement: (a) the use of any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and or “including” shall be deemed to be followed by construed as incorporating also the phrase “but not limited to” or “without limitation”; (b) the word “day” or “quarter” shall mean a calendar day or quarter, unless otherwise specified; (c) the word “willnotice” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, ; (id) the words “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement (including any Exhibits); (e) provisions that require that a Party, the Parties or any committee the JC hereunder to “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise otherwise; (but excluding e-mail and instant messaging)f) words of any gender include the other gender; (g) words using the singular or plural number also include the plural or singular number, respectively; (jh) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, ; and (ki) the term word “orwill” shall be interpreted in construed to have the inclusive sense commonly associated with same meaning and effect as the term word “orshall”. 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 AgreementAmbiguities, if any, in this Agreement shall not be interpreted construed against any Party, irrespective of which Party may be deemed to have caused authored the ambiguity or uncertainty to existambiguous provision. This Agreement has been prepared in the English language, and the English The 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 of this Agreement shall be deemed to be the language mutually chosen by the Parties and no rule of strict construction shall be applied against either Party hereto. This Agreement should be interpreted in its entirety and the English language. To the extent there is any inconsistency or conflict between the terms and conditions fact that certain provisions of this Agreement and any Research Plan, may be cross-referenced in a Section shall not be deemed or construed to limit the terms and conditions application of other provisions of this Agreement will prevailto such Section and vice versa.

Interpretation. Except where In the context expressly requires otherwisecase of this Agreement and each other Loan Document, (a) the use meanings of any gender herein shall be deemed defined terms are equally applicable to encompass the singular and plural forms of the defined terms; (b) Annex, Exhibit, Schedule and Section references are to either or both genderssuch Loan Document unless otherwise specified; (c) the term “including” is not limiting and means “including but not limited to”; (d) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the use of the singular word “through” means “to and including”; (e) unless otherwise expressly provided in such Loan Document, (i) references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the plural (extent such amendments and vice versa), (b) the words “include”, “includes” and “including” shall be deemed to be followed other modifications are not prohibited by the phrase “without limitation”terms of any Loan Document, and (cii) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) any definition of or reference references to any agreement, instrument statute or other document herein regulation shall be construed as referring to including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such agreement, instrument statute 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 or entity shall be construed to include such person’s or entity’s successors and assigns, regulation; (f) this Agreement and the words “herein”other Loan Documents may use several different limitations, “hereof” tests or measurements to regulate the same or similar matters, all of which are cumulative and “hereunder”, and words of similar import, each shall be construed to refer to this Agreement performed in accordance with its entirety terms and not to any particular provision hereof, (g) this Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to Agent, Borrower, Lenders and the other parties hereto and thereto and are the products of all references herein to Sections or Exhibits parties; accordingly, they shall not be construed to refer to Sections against Borrower, Agent or Exhibits Lenders merely because of this AgreementBorrower’s, and references to this Agreement include all Exhibits heretoAgent’s or Lenders’ involvement in their preparation. Except where otherwise expressly provided in the Loan Documents, (h) in any instance where the word “notice” means notice in writing (whether or not specifically stated) and 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 shall require that such agreementapproval, consent or the exercise of Agent’s judgment is required, the granting or denial of such approval be specific or consent 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, the exercise of such judgment shall be deemed to include (x) within the then-current amendments thereto or any replacement or successor lawsole and absolute discretion of Agent and/or Lenders, rule or regulation thereof, acting in good faith; and (ky) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “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 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 prevailonly by a specific writing intended for such purpose executed by Agent.

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall be deemed to encompass references to either or both genders, The captions and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer headings to this Agreement are for convenience only, and are to be of no force or effect in its entirety and not construing or interpreting any of the provisions of this Agreement. Unless specified to any particular provision hereofthe contrary, (g) all references herein to Articles, Sections or Exhibits shall be construed to refer to mean the particular Articles, Sections or Exhibits of to this Agreement, Agreement and references to this Agreement include all Exhibits hereto. In the event of any conflict between the main body of this Agreement and any Exhibit hereto, the main body of this Agreement shall prevail. Unless context otherwise clearly requires, whenever used in this Agreement: (ha) the words “include” or “including” shall be construed as incorporating, also, “but not limited to” or “without limitation;” (b) the word “day” or “year” means a calendar day or year unless otherwise specified; (c) the word “notice” means shall mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, ; (id) the words “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement as a whole and not merely to the particular provision in which such words appear; (e) the words “shall” and “will” have interchangeable meanings for purposes of this Agreement; (f) provisions that require that a Party, the Parties or any a committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise otherwise; (but excluding e-mail and instant messaging)g) words of any gender include the other gender; (h) words using the singular or plural number also include the plural or singular number, respectively; (ji) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, ; and (kj) the term “or” neither Party shall be interpreted in the inclusive sense commonly associated with the term “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 any Party, irrespective of which Party may be deemed to have caused be acting on behalf of 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 prevailParty.

Interpretation. Except where The definitions in Section 1 shall apply equally to both the singular and plural forms of the terms defined. Unless the context expressly requires otherwise, (a) any pronoun shall include the use of any gender herein corresponding masculine, feminine and neuter forms. All references to Sections, Exhibits and Schedules shall be deemed to encompass be references to either or both gendersSections of, and Exhibits and Schedules to, this Agreement unless the context requires otherwise. All Exhibits and Schedules attached hereto shall be deemed incorporated herein as if set forth in full herein, and the use words “hereof,” “herein” and “hereunder” and words of the singular similar import shall be deemed refer to include the plural (this Agreement as a whole, including all Schedules and vice versa)Exhibits, (b) the and not to any particular provision of this Agreement. The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will.” shall be construed to have the same meaning and effect as the word “shall”, (d) any definition of or Any reference to a “day” or “days” in this Agreement (as opposed to, for the sake of clarity, Business Days) are references to a “calendar day” or “calendar days,” respectively and shall mean 12:00am UTC to 11:59pm UTC on such day. In any situation where a Party has the ability to consent or withhold consent to an action under this Agreement, such consent may be given or withheld in such Party’s sole discretion. In any situation where a Party must provide written notice to the other Party under this Agreement, email notice shall suffice. References to a Person are also to its permitted successors and permitted assigns. Except as otherwise expressly provided herein, any agreement, instrument or other document statute referred to herein shall be construed as referring to means such agreement, instrument or other document statute as it may be amended, modified, supplemented or restated from time to time amendedtime, supplemented including (in the case of agreements or otherwise modified (subject to any restrictions on such amendments, supplements instruments) by waiver or modifications set forth herein), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, 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” shall be interpreted in the inclusive sense commonly associated with the term “or”. The headings case of clauses contained in this Agreement preceding the text statutes) by succession of the sections, subsections comparable successor statutes 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 prevailreferences.

Interpretation. Except where This Agreement shall, unless otherwise specified herein, be subject to the context expressly requires otherwise, following rules of interpretation: (a) the use of singular includes the plural and the plural the singular; (b) words importing any gender herein include the other genders; (c) references to persons or entities include its permitted successors and assigns; (d) words and terms which include a number of constituent parts, things or elements shall be deemed construed as referring separately to encompass each constituent part, thing or element thereof, as well as to all of such constituent parts, things or elements as a whole; (e) references to either statutes are to be construed as including all rules and regulations adopted pursuant to the statute referred to and all statutory provisions consolidating, amending or both genders, replacing the statute referred to; (f) references to agreements and the use of the singular other contractual instruments shall be deemed to include all subsequent amendments thereto or changes therein entered into in accordance with its respective terms; (g) the plural words “approve” or “consent” or “agree” or derivations of said words or words of similar import mean, unless otherwise expressly provided herein or therein, the prior approval, consent, or agreement in writing of the person holding the right to approve, consent or agree with respect to the matter in question, and the words “require” or “judgment” or “satisfy” or derivations of said words or words of similar import mean the requirement, judgment or satisfaction of the person who may make a requirement or exercise judgment or who must be satisfied, which approval, consent, agreement, requirement, judgment or satisfaction shall, unless otherwise expressly provided herein or therein, be in the sole and absolute discretion of the person holding the right to approve, consent or agree or who may make a requirement or judgment or who must be satisfied; (and vice versa), (bh) the words “include”, “includes” and or “including” or words of similar import shall be deemed to be followed by the phrase words “without limitation”, ; (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (fi) the words “hereto” or “hereby” or “herein”, ” or “hereof” and or “hereunder”, and ,” or words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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), entirety; (j) references to any specific lawsections, rule articles, paragraphs or regulationclauses are to the sections, articles, paragraphs or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, clauses of this Agreement; and (k) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “or”. The numberings and headings of clauses contained in this Agreement preceding the text of the sections, subsections articles, paragraphs and paragraphs hereof clauses are inserted solely for as a matter of convenience and ease of reference only and shall not constitute any part affect the construction 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.

Interpretation. The captions and headings to this Agreement are for convenience only and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Except where the context expressly requires otherwise, (a) the use of any gender herein shall will be deemed to encompass references to either or both genders, and the use of the singular shall will be deemed to include the plural (and vice versa), (b) the words “include”, ,” “includes,” and “including” shall will be deemed to be followed by the phrase “without limitation”, ,” (c) the word “will” shall will be construed to have the same meaning and effect as the word “shall”, ,” (d) any definition of or reference to any agreement, instrument instrument, or other document herein shall will be construed as referring to such agreement, instrument instrument, or other document as from time to time amended, supplemented supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any person or entity shall will be construed to include such the person’s or entity’s successors and assigns, (f) the words “herein”, ,” “hereof,” and “hereunder”, ” and words of similar import, shall will each be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Sections Articles, Sections, Schedules, or Exhibits shall will be construed to refer to Sections Articles, Sections, Schedules, or Exhibits of this Agreement, and references to this Agreement include all Exhibits Schedules hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and shall 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 shall will require that such agreement, consent consent, or approval be specific and in writing, whether by written agreement, letter, approved minutes minutes, or otherwise (but excluding e-mail and instant messaging), (j) references to any specific law, rule or regulation, or article, section Section or other division thereof, shall 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” shall will be interpreted in the inclusive sense commonly associated with the term “orand/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 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.

Interpretation. Except where the context expressly requires otherwiseotherwise requires, (a) wherever used, the singular includes the plural, the plural the singular, the use of any gender herein shall be deemed applicable to encompass references to either or both genders, all genders and the use word “or” is used in the inclusive sense (and/or). The captions of this Agreement are for convenience of reference only and in no way define, describe, extend or limit the singular shall be deemed to include scope or intent of this Agreement or the plural (and vice versa), (b) the words “include”, “includes” and intent of any provision contained in this Agreement. The term “including” as used herein does not limit the generality of any description preceding such term. The language of this Agreement shall be deemed to be followed the language mutually chosen by the phrase “without limitation”parties hereto and no rule of strict construction shall be applied against either party. Unless otherwise specified or where the context otherwise requires, (a) references in this Agreement to any Article or Section are references to such Article or Section of this Agreement; (b) references in any Section to any clause are references to such clause of such Section; (c) the word “willhereof,” shall be construed “hereto,” “hereby,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to have the same meaning this Agreement as a whole and effect as the word “shall”, not to any particular provision of this Agreement; (d) references to a Person are also to its permitted successors and assigns; (e) references to a Law include any definition amendment or modification to such Law and any rules or regulations issued thereunder, in each case, as in effect at the relevant time of or reference thereto; (f) references to any agreement, instrument or other document herein shall be construed as referring in this Agreement refer to such agreement, instrument or other document as originally executed or, if subsequently amended, replaced or supplemented from time to time time, as so amended, replaced or supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any and in effect at the relevant time of reference herein to any person or entity shall be construed to include such person’s or entity’s successors thereto; and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice monetary amounts are denominated in writing (whether or not specifically stated) and 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 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, 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” shall be interpreted in the inclusive sense commonly associated with the term “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 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 prevailUnited States Dollars.

Interpretation. Except where This Contract shall, unless otherwise specified herein, be subject to the context expressly requires otherwise, following rules of interpretation: (a) the use of singular includes the plural and the plural the singular; (b) words importing any gender herein include the other genders; (c) references to persons or entities include their permitted successors and assigns; (d) words and terms which include a number of constituent parts, things or elements, including the terms Improvements, Permitted Exceptions, Personal Property, Intangible Property and Property, shall be deemed construed as referring separately to encompass each constituent part, thing or element thereof, as well as to all of such constituent parts, things or elements as a whole; (e) references to either statutes are to be construed as including all rules and regulations adopted pursuant to the statute referred to and all statutory provisions consolidating, amending or both genders, replacing the statute referred to; (f) references to agreements and the use of the singular other contractual instruments shall be deemed to include all subsequent amendments thereto or changes therein entered into in accordance with their respective terms; (g) the plural words “approve” or “consent” or “agree” or derivations of said words or words of similar import mean, unless otherwise expressly provided herein or therein, the prior approval, consent, or agreement in writing of the person holding the right to approve, consent or agree with respect to the matter in question, and the words “require” or “judgment” or “satisfy” or derivations of said words or words of similar import mean the requirement, judgment or satisfaction of the person who may make a requirement or exercise judgment or who must be satisfied, which approval, consent, agreement, requirement, judgment or satisfaction shall, unless otherwise expressly provided herein or therein, be in the sole and absolute discretion of the person holding the right to approve, consent or agree or who may make a requirement or judgment or who must be satisfied; (and vice versa), (bh) the words “include”, “includes” and or “including” or words of similar import shall be deemed to be followed by the phrase words “without limitation”, ; (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (fi) the words “hereto” or “hereby” or “herein”, ” or “hereof” and or “hereunder”, and ,” or words of similar import, shall be construed to refer to this Agreement Contract in its entirety and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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), entirety; (j) references to any specific lawsections, rule articles, paragraphs or regulationclauses are to the sections, articles, paragraphs or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, clauses of this Contract; and (k) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “or”. The numberings and headings of clauses contained in this Agreement preceding the text of the sections, subsections articles, paragraphs and paragraphs hereof clauses are inserted solely for as a matter of convenience and ease of reference only and shall not constitute any part affect the construction of this Agreement Contract. Seller acknowledges that Seller’s obligations with respect to any covenant, indemnity, representation or have warranty under this Contract which expressly survives the Closing shall be considered a “liability” for purposes of 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, member or other communications between distribution limitation imposed under the Parties regarding this Agreement shall be in the English language. To the extent there is any inconsistency or conflict between the terms organizational laws applicable to Seller and/or its members, shareholders and conditions partners for a period of this Agreement and any Research Plan, the terms and conditions of this Agreement will prevailone (1) year after Closing.

Interpretation. Except where the context expressly requires otherwise, (a) As used in this Agreement, references to the use following terms have the meanings indicated: (i) to the Preamble or to the Recitals, Sections, Articles or Schedules are to the Preamble or a Recital, Section or Article of, or a Schedule to, this Agreement unless otherwise clearly indicated to the contrary; (ii) to any Contract (including this Agreement) or “organizational document” are to the Contract or organizational document as amended, modified, supplemented or replaced from time to time; (iii) to any Law are to such Law as amended, modified, supplemented or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any gender herein shall be deemed Law including any successor to encompass references such section; (iv) to either any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (v) to any “copy” of any Contract or both gendersother document or instrument are to a true and complete copy thereof; (vi) to “hereof,” “herein,” “hereunder,” “hereby,” “herewith” and words of similar import refer to this Agreement as a whole and not to any particular Article, Section or clause of this Agreement, unless otherwise clearly indicated to the contrary; (vii) to the “date of this Agreement,” “the date hereof” and words of similar import refer to February 7, 2020; and (viii) to “this Agreement” includes the use of the singular shall be deemed Schedule to include the plural (and vice versa), this Agreement. (b) Whenever the words “include”, ,” “includes” and or “including” shall are used in this Agreement, they will be deemed to be followed by the phrase words “without limitation”, (c) the .” The word “willor” shall not be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to exclusive. Any singular term in this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, shall will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereofplural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (kc) Whenever the term last day for the exercise of any right or the discharge of any duty under this Agreement falls on a day other than a Business Day, the party hereto having such right or duty shall have until the next Business Day to exercise such right or discharge such duty. Unless otherwise indicated, the word “orday” shall be interpreted in the inclusive sense commonly associated with the term “or”. as a calendar day. (d) 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 purposes only and shall will not constitute affect in any part way the meaning or interpretation of this Agreement Agreement. (e) References to a “party” hereto means the Company, Parent or a Shareholder and references to “parties” hereto means the Company, Parent and the Shareholders unless the context otherwise requires. (f) References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary. (g) The parties hereto have any effect on its interpretation or construction. Ambiguities participated jointly in the negotiation and uncertainties in drafting of this Agreement; consequently, if any, shall not be interpreted against any Party, irrespective of which Party may be deemed to have caused in the event an ambiguity or uncertainty to exist. This Agreement has been prepared in the English languagequestion of intent or interpretation arises, 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 construed as jointly drafted by the English language. To parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the extent there is authorship of any inconsistency or conflict between the terms and conditions provision of this Agreement. (h) No summary of this Agreement and prepared by or on behalf of any Research Plan, party hereto shall affect the terms and conditions meaning or interpretation of this Agreement. (i) All capitalized terms used without definition in the Schedule to this Agreement will prevailshall have the meanings ascribed to such terms in this Agreement.

Interpretation. Except where Unless expressly provided for elsewhere in this Agreement, this Agreement will be interpreted in accordance with the context expressly requires otherwise, following provisions: (a) the use words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words refer to this Agreement as an entirety and not solely to the particular portion, Article, Section, subsection or other subdivision of this Agreement in which any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), such word is used; (b) examples are not to be construed to limit, expressly or by implication, the matter they illustrate; (c) the words “include”, “includesmade available” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not ) by the Company with respect to any particular provision hereof, (g) all references herein item or document means that prior to Sections or Exhibits shall be construed to refer to Sections or Exhibits the execution of this Agreement, and references such information, document or material was (i) publicly available on the SEC’s ▇▇▇▇▇ database or (ii) made available for review by Parent or Parent’s Representatives in the “Project ▇▇▇▇▇” electronic data room maintained by the Company or otherwise provided to Parent or Parent’s Representatives by or on behalf of the Company (including in any “clean room” or on an “outside counsel only” basis), in each case, on or before 11:59 p.m. (Pacific Time) on the Business Day prior to the date of this Agreement include all Exhibits hereto, Agreement. (hd) the word “noticeincluding” and its derivatives means notice in writing “including without limitation” and is a term of illustration and not of limitation; (whether or not specifically stated) and 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 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, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and (k) the term word “or” shall be interpreted disjunctive but not exclusive; (f) all definitions set forth herein are deemed applicable whether the words defined are used herein in the inclusive sense commonly associated with singular or in the plural and correlative forms of defined terms have corresponding meanings; (g) a defined term “or”. The headings has its defined meaning throughout this Agreement and each exhibit, schedule, certificate or other document to this Agreement, regardless of clauses contained whether it appears before or after the place where it is defined; (h) all references to prices, values or monetary amounts refer to United States dollars; (i) wherever used herein, any pronoun or pronouns will be deemed to include both the singular and plural and to cover all genders; (j) this Agreement has been jointly prepared by the Parties, and this Agreement will not be construed against any Person as the principal draftsperson hereof or thereof and no consideration may be given to any fact or presumption that any Party had a greater or lesser hand in drafting this Agreement; (k) the captions of the Articles, Sections or subsections appearing in this Agreement preceding the text of the sections, subsections and paragraphs hereof are inserted solely for only as a matter of convenience and ease in no way define, limit, construe or describe the scope or extent of such Section, or in any way affect this Agreement; (l) any references herein to a particular Section, Article, Annex or Schedule means a Section or Article of, or an Annex or Schedule to, this Agreement unless otherwise expressly stated herein; (m) the Annexes and Schedules attached to this Agreement are incorporated herein by reference only and shall not constitute any will be considered 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; (n) unless otherwise specified herein, all notices required or permitted to accounting terms used herein will be given hereunderinterpreted, and all writtendeterminations with respect to accounting matters hereunder will be made, electronicin accordance with GAAP, oralapplied on a consistent basis; (o) any references to (i) any Contract (including this Agreement), statute or regulation are to the Contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time (in the case of Contract, to the extent permitted by the terms thereof and, if applicable, by the terms of this Agreement); (ii) any Governmental Entity include any successor to that Governmental Entity; and (iii) any applicable Law refers to such applicable Law as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under such statute) and references to any Section of any applicable Law or other communications between the Parties regarding this Agreement shall be in the English language. To the extent there is law include any inconsistency or conflict between the terms and conditions of this Agreement and any Research Plan, the terms and conditions of this Agreement will prevailsuccessor to such Section; (p) all references to days mean calendar days unless otherwise provided; and (q) all references to time mean New York City time.

Interpretation. Except where The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context expressly requires otherwisemay require, (a) the use of any gender herein pronoun shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (corresponding masculine, feminine and vice versa), (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the neuter forms. The word “will” shall be construed to have the same meaning and effect as the word “shall”.” The words “include,” “includes” and “including” shall be deemed, in each case, to be followed by the phrase “without limitation.” The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references to “dollars” or “$” shall refer to the lawful currency of the United States. Unless the context requires otherwise (da) any definition of or reference to any agreementContract, instrument or other document herein or any Law in this Agreement shall be construed as referring to such agreementContract, instrument or other document or Law as from time to time amended, supplemented or otherwise modified (subject modified, including comparable successor law and references to any restrictions on such amendments, supplements or modifications set forth herein)all attachments thereto and instruments incorporated therein, (eb) any reference herein in this Agreement to any person or entity Person shall be construed to include such person’s or entityPerson’s successors and permitted assigns, (fc) 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, (gd) all references herein in this Agreement to Sections or Exhibits and Schedules shall be construed to refer to Sections of, and Schedules to, this Agreement, unless otherwise indicated, (e) references to clauses without a cross-reference to a Section or Exhibits subsection are references to clauses within the same Section or, if more specific, subsection and (f) references from or through any date means, unless otherwise specified, from and including or through and including, respectively. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party hereto drafting or causing any instrument to be drafted. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement. Unless indicated otherwise, (i) provisions that require that any action required to be taken by or on a Partyday or business day may be taken until 11:59 p.m., Eastern Time, on such day or business day, (ii) the Parties or any committee hereunder words “agreethe date of this Agreement,” “consentthe date hereof,” or “approveof even date herewith” or the like 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 thereofterms of similar import, shall be deemed to include refer to the then-current amendments thereto or any replacement or successor lawdate set forth in the preamble to this Agreement, rule or regulation thereof, and (kiii) the term all references to “ordays” shall be interpreted in the inclusive sense commonly associated with the term to calendar days unless otherwise indicated as a “or”. The headings of clauses contained in this Agreement preceding the text of the sectionsBusiness Day” and (iv) all days, subsections Business Days, times 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 time periods contemplated by this Agreement will prevailbe determined by reference to Eastern Time.

Interpretation. Except where In this Agreement and in the Exhibits to this Agreement, except to the extent that the context expressly requires otherwise, otherwise requires: (a) the use headings are for convenience of any gender herein reference only and shall be deemed to encompass references to either or both genders, and not affect the use interpretation of the singular shall be deemed to this Agreement; (b) defined terms include the plural (as well as the singular and vice versa); (c) words importing gender include all genders; (d) a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been or may from time to time be amended, extended, re-enacted or consolidated and to all statutory instruments or orders made under it; (be) any reference to a “day” or a “Business Day” shall mean the whole of such day, being the period of 24 hours running from midnight to midnight; (f) references to Articles, Sections, subsections, clauses and Exhibits are references to Articles, Sections, subsections, clauses and Exhibits to, this Agreement; (g) the word “or” is not exclusive, and has the meaning represented by the phrase “and/or,” unless the context clearly prohibits that construction; (i) the words “include”, “includesincluding” and “includinginclude” and other words of similar import shall be deemed to be followed by the phrase “without limitation”, ; (cj) the word “willextent” in the phrase “to the extent” (or similar phrases) shall be construed mean the degree to have the same meaning which a subject or other thing extends, and effect as the word such phrase shall not mean simply “shallif”; (k) unless otherwise specified, (d) any definition of or reference references 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer party to this Agreement in or any other document or agreement shall include its entirety successors and not to any particular provision hereof, permitted assigns; (gl) all references herein to Sections “$” or Exhibits “dollars” mean the lawful currency of the United States of America; (m) no rule of construction against the draftsperson shall be construed to refer to Sections applied in connection with the interpretation or Exhibits enforcement of this Agreement, and references to as this Agreement include all Exhibits hereto, is the product of negotiation between sophisticated parties advised by counsel; and (hn) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under whenever this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like Agreement shall require that a party to take an action, 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, requirement shall be deemed an undertaking by such party to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereofcause it and its subsidiaries, and (k) the term “or” shall be interpreted to use its reasonable efforts to cause its other affiliates, to take appropriate action in the inclusive sense commonly associated with the term “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 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 prevailconnection therewith.

Interpretation. Except where In this Agreement, unless the context expressly requires otherwise, thereof otherwise requires: (a) the use reference to a Party shall include, such Party’s legal heirs, executors, administrators, successors and permitted assigns and any Persons deriving title under it, as applicable; (b) words of any gender herein shall be deemed to encompass references to either or both gendersinclude each other gender, and the use of words using the singular shall be deemed to or plural number also include the plural or singular number, respectively; (c) the terms “hereto”, “hereof,” “herein,” “hereby” and vice versa)derivative or similar words refer to this entire Agreement and not to any particular Clause, article or section of this Agreement; (bd) the words “include”, “includesincluding” and “includingin particular” shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words; (e) the words “other” and “otherwise” shall not be construed ejusdem generis with any foregoing words where a wider construction is possible; (f) whenever this Agreement refers to a number of days, such number shall refer to calendar days; (g) headings to Clauses, Parts and Paragraphs of Schedules are for convenience only and do not affect the interpretation of this Agreement; (h) references to Recitals, Clauses, sub-clauses, Sections, sub-sections, Schedules, Annexures and Appendices shall be deemed to be followed by a reference to the phrase “without limitation”recitals, clauses, sub-clauses, Sections, sub-sections, schedules annexures and appendices of this Agreement; (ci) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) any definition of or reference to any statute or statutory provision shall include: i. all subordinate legislation made from time to time under that statute or provision (whether or not amended, modified, re-enacted or consolidated); and ii. such statute or provision as may be amended, modified, re-enacted or consolidated; and (j) any reference to an agreement, instrument or other document (including a reference to this Agreement) herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject novated pursuant to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, 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” shall be interpreted in the inclusive sense commonly associated with the term “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 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 prevailthereof.

Interpretation. Except where the context For all purposes of this Agreement, except as otherwise expressly requires otherwiseherein provided, (ai) the use of any gender herein terms defined in this Section 1 shall be deemed have the meanings assigned to encompass references to either or both genders, them in this Section 1 and the use of the singular shall be deemed to include the plural (and vice versa)as well as the singular, (bii) all accounting terms not otherwise defined herein have the meanings assigned under the Accounting Standards, (iii) all references in this Agreement to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of the body of this Agreement, (iv) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms, (v) the words “include”, herein,” “includeshereof’ and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision, (vi) all references in this Agreement to designated Schedules, Exhibits and Appendices are to the Schedules, Exhibits and Appendices attached to this Agreement, (vii) references to this Agreement, and any other document shall be construed as references to such document as the same may be amended, supplemented or novated from time to time, (viii) the term “or” is not exclusive, (ix) the term “including” shall will be deemed to be followed by “, but not limited to,” (x) the terms “shall,” “will,” and “agrees” are mandatory, and the term “may” is permissive, (xi) the phrase “without limitation”directly or indirectly” means directly, or indirectly through one or more intermediate Persons or through contractual or other arrangements, and “direct or indirect” has the correlative meaning, (cxii) the word term “willvoting power” refers to the number of votes attributable to the Shares (on an as-converted basis and including any Class A Ordinary Shares that each Warrant Holders shall be construed entitled to have purchase thereunder and assuming the same meaning exercise of the Warrants, if applicable) in accordance with the terms of the Restated Articles and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, among other things, each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company, and references Class B Ordinary Share shall entitle the holder thereof to ten (10) votes on all matters subject to vote at general meetings of the Company, (xiii) the headings used in this Agreement include all Exhibits hereto, (h) the word “notice” means notice are used for convenience only and are not to be considered in writing (whether construing or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under interpreting this Agreement, (i) provisions that require that a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like 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), (jxiv) references to laws include any specific lawsuch law modifying, rule re-enacting, extending or regulationmade pursuant to the same or which is modified, re-enacted, or articleextended by the same or pursuant to which the same is made, section and (xv) all references to dollars or other division thereof, to “US$” are to currency of the United States of America and all references to RMB are to currency of the PRC (and each shall be deemed to include reference to the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and (k) the term “or” shall be interpreted equivalent amount in the inclusive sense commonly associated with the term “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 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 prevailcurrencies).

Interpretation. Except where For purposes of this Agreement, except as otherwise expressly provided herein or unless the context expressly requires otherwise, otherwise requires: (a) words using the singular or plural number shall also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to encompass include the other genders; (b) references herein to either or both genders“Articles,” “Sections,” “subsections” and other subdivisions, and to Exhibits, Annexes and other attachments, without reference to a document are to the use specified Articles, Sections, subsections and other subdivisions of, and Exhibits, Annexes and other attachments to, this Agreement; (c) a reference to a subsection without further reference to a Section is a reference to such subsection as contained in the same Section in which the reference appears, and this rule shall also apply to other subdivisions within a Section or subsection; (d) the words “herein,” “hereof,” “hereunder,” “hereby” and other words of the singular shall be deemed similar import refer to include the plural this Agreement as a whole and not to any particular provision; (and vice versa), (be) the words “include”, ,” “includes” and “including” shall be are deemed to be followed by the phrase “without limitation”, ; (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (df) any definition of or reference to any agreementthe Code, instrument the Treasury Regulations, the Act or other document statutes or laws will include all amendments, modifications or replacements of the specified sections and provisions concerned; (g) “or” is not exclusive; (h) any statute or laws defined or referred to herein shall be construed as referring include any rules, regulations Table of Contents or forms promulgated thereunder from time to such agreement, instrument or other document time and as from time to time amended, supplemented amended and restated, modified or otherwise modified (subject to any restrictions on such amendmentssupplemented, supplements including by succession of comparable successor rules, regulations or modifications set forth herein), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors forms; and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions that require that the number of Units owned or held by a Party, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific Member and its Affiliates receiving Units 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, a Permitted Transfer 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” shall be interpreted in the inclusive sense commonly associated with the term “or”. The headings of clauses contained in this Agreement preceding the text of the sections, subsections and paragraphs hereof are inserted aggregated solely for convenience and ease the purpose of reference only and shall not constitute determining whether such Member satisfies any part of this Agreement ownership threshold (whether expressed as a number, percentage, fraction or have any effect on its interpretation or construction. Ambiguities and uncertainties otherwise) set forth 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.

Interpretation. Except where the context expressly requires otherwise, In this Agreement: (a) Unless the use of any gender herein shall be deemed to encompass references to either or both genderscontext otherwise requires, and the use of words denoting the singular shall be deemed to include the plural (and vice versa), ; (b) the words “include”, “includes” Words denoting Persons shall include their successors and “including” shall be deemed to be followed by the phrase “without limitation”, permitted assigns. (c) the word “will” shall be construed Unless otherwise expressly stated, references to have the same meaning and effect as the word “shall”a specified Article, (d) any definition of Section, Subsection, Exhibit, or reference to any agreement, instrument or other document herein Schedule shall be construed as referring a reference to that specified Article, Section, Subsection, Exhibit or Schedule of this Agreement; (d) The headings and the Table of Contents are inserted for convenience of reference only and shall not affect the interpretation of this Agreement. (e) Reference to and the definition of any document (including this Agreement) shall be deemed a reference to such agreement, instrument or other document as it may be amended, extended, restated, or modified from time to time amendedtime, supplemented or unless otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, expressly stated; (f) Accounting terms used herein but not defined in Section 1.01 shall have the respective meanings given to them under Generally Accepted Accounting Principles; (g) The words “"hereof", "herein”, “hereof” " and “"hereunder”, " and words of similar import, import when used in this Agreement shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, ; (h) The use of the word “notice” "including" means notice in writing "including without limitation," and the use of the word "or" is not exclusive; (whether i) Any reference herein to a time of day means New York City-time unless other wise expressly stated; (j) Any time an action requires OPIC's consent, agreement, or not specifically waiver, such consent, agreement, or waiver shall be at OPIC's sole discretion (unless otherwise expressly stated) and shall include noticeswithout any express or implied agreement or understanding that OPIC will provide such consent, consentsagreement, approvals and other written communications contemplated under or waiver; (k) In this Agreement, (i) provisions that require that a Partyreferences to statutes, laws, rules, regulations and decrees of the Parties Russian Federation, or any committee hereunder “agree,” “consent” or “approve” or the like 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 political subdivision thereof, including environmental, health and safety standards and requirements promulgated thereunder, shall refer only to such statutes, laws, rules, regulations and decrees which are published or publicly available or of which the Company otherwise has knowledge or which the Company could have ascertained upon reasonable investigation; and (l) The Company shall be deemed to include know or be able to know a Russian statute, law, rule, regulation and decree of the then-current amendments thereto Russian Federation, or any replacement political subdivision thereof, including environmental, health and safety standards and requirements promulgated thereunder, or successor a fact, event, or other circumstance whenever such law, rule rule, regulation and decree, fact, event, or regulation thereofother circumstance is known by any chief executive officer, and chief financial officer, chief operating officer, chief accounting officer, or chief legal officer of the Company (k) or any Person acting in such capacity on a regular basis), or any other employee of the term “or” shall be interpreted Company who in the inclusive sense commonly associated ordinary course of his or her duties is responsible for monitoring the Company's compliance with the term “or”. The headings of clauses contained in this Agreement preceding the text its material obligations hereunder or any of the sectionsother Financing Agreements to which the Company is a party or its legal affairs. (m) References to Schedules to the EBRD Loan Agreement refer to such Schedules attached to the EBRD Loan Agreement as of the date hereof, subsections and paragraphs hereof are inserted solely for convenience and ease of reference only and shall not constitute except to the extent OPIC has agreed in writing to any part changes thereto. (n) To the extent provisions of this Agreement or have any effect on its interpretation or construction. Ambiguities and uncertainties in this setting forth details with respect to the operation of the Offshore Bank Account differ from the operating provisions of the Offshore Bank Account 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 Offshore Bank Account 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 prevailcontrol.

Interpretation. Except where (i) As used in this Agreement, references to the context expressly requires otherwisefollowing terms have the meanings indicated: (1) to the Sections are to the Section of this Agreement unless otherwise clearly indicated to the contrary; (2) to any Contract (including this Agreement) or “organizational document” are to the Contract or organizational document as amended, modified, supplemented or replaced in accordance with the terms thereof from time to time; (a3) the use to any Law are to such Law as amended, modified, supplemented or replaced from time to time and any rules or regulations promulgated thereunder and to any section of any gender herein shall be deemed Law include any successor to encompass references such section; (4) to either any Governmental Authority include any successor to the Governmental Authority and to any Affiliate include any successor to the Affiliate; (5) to “hereof,” “herein,” “hereunder,” “hereby,” “herewith” and words of similar import refer to this Agreement as a whole and not to any particular Section or both gendersclause of this Agreement, unless otherwise clearly indicated to the contrary; and (6) to the “date of this Agreement,” “the date hereof” and the use words of the singular shall be deemed similar import refer to include the plural May 27, 2025. (and vice versa), (bii) Whenever the words “include”, ,” “includes” and or “including” shall are used in this Agreement, they will be deemed to be followed by the phrase words “without limitation”, (c) the .” The word “willor” shall not be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to exclusive. Any singular term in this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, shall will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereofplural, and any plural term the singular. All pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the Person referred to may require. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. With respect to the determination of any period of time, the words “to” and “until” each means “to but excluding.” (kiii) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “or”. The table of contents and 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 purposes only and shall will not constitute affect in any part way the meaning or interpretation of this Agreement or Agreement. (iv) The Parties have any effect on its interpretation or construction. Ambiguities participated jointly in the negotiation and uncertainties in drafting of this Agreement; consequently, if any, shall not be interpreted against any Party, irrespective of which Party may be deemed to have caused in the event an ambiguity or uncertainty to exist. This Agreement has been prepared in the English languagequestion of intent or interpretation arises, 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 construed as jointly drafted by the English language. To Parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the extent there is authorship of any inconsistency or conflict between the terms and conditions provision of this Agreement. (v) No summary of this Agreement and any Research Plan, prepared by or on behalf of either party shall affect the terms and conditions meaning or interpretation of this Agreement. (vi) The Annexes to this Agreement will prevailare incorporated and made a part hereof and are an integral part of this Agreement. Any capitalized term used in any Annex but not otherwise defined therein shall have the meaning given to such term herein.

Interpretation. Except where The parties hereto and their respective counsel have participated jointly in the context expressly requires otherwisenegotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as drafted jointly by the parties hereto with the advice and participation of counsel and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any of the provisions of this Agreement. For purposes of this Agreement: (a) the use table of contents and headings contained in this Agreement are for reference purposes only and shall in no way modify or restrict any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa)terms or provisions hereof, (b) except as expressly provided herein, the words terms “include”, ,” “includes” and or “including” shall be deemed to be followed by the phrase “without limitation”are not limiting, (c) the word words “will” shall be construed to have the same meaning and effect as the word “shallhereof”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “herein”, “hereof” and hereby”, “hereunder”, ” and words of similar importimport shall, shall unless otherwise stated, be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereofof this Agreement, (d) article, section, paragraph, exhibit, annex and schedule references are to the articles, sections, paragraphs, exhibits, annexes and schedules of this Agreement unless otherwise specified, (e) the meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders, (f) a reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns, (g) all references herein a reference to Sections any Laws or Exhibits other legislation or to any provision of any Law or legislation shall be construed to refer to Sections or Exhibits of this Agreementinclude any amendment to, and references to this Agreement include any modification or re-enactment thereof, any provision substituted therefor and all Exhibits heretoregulations and statutory instruments issued thereunder or pursuant thereto, (h) the word “noticeextent” in the phrase “to the extent” means notice in writing (whether the degree to which a subject or other thing extends, and such phrase does not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, mean simply “if”; (i) provisions that require that a Party, the Parties or any committee hereunder all references to “agree,” “consent$” or “approvedollars” or the like shall require that such agreement, consent or approval be specific deemed references to United States dollars; 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, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, capitalized terms used and (k) the term “or” shall be interpreted not defined in the inclusive sense commonly associated with the term “or”. The headings of clauses contained in exhibits, annexes and schedules attached to this Agreement preceding shall have 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 respective meanings set forth 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.

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein shall will be deemed to encompass references to either or both genders, and the use of the singular shall will be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall 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 “willshall” shall will be construed to have the same meaning and effect as the word “shallwill”, (d) any definition of or reference to any agreement, instrument or other document herein shall 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 or entity shall Person will be construed to include such person’s or entitythe Person’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall will be construed to refer to this Agreement in its entirety each of their entirety, as the context requires, and not to any particular provision hereof, (g) all references herein to Sections Sections, Exhibits or Exhibits shall Schedules will be construed to refer to Sections Sections, Exhibits or Exhibits 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 shall 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 shall 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, shall 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” shall will be interpreted in the inclusive sense commonly associated with the term “orand/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 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.

Interpretation. Except where For all purposes of this Indenture, except as otherwise expressly provided or unless the context expressly requires otherwiseotherwise requires, (ai) terms used herein include, as appropriate, all genders and the use of any gender herein shall be deemed to encompass plural as well as the singular, (ii) references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect such as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) the words “herein”, ,” “hereof” and “hereunder”, and words of similar import, the like shall be construed to refer to this Agreement in its entirety Indenture as a whole and not to any particular provision hereofpart, Article or Section within this Indenture, (giii) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word an Article or Section such as “notice” means notice in writing (whether or not specifically stated) and 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,” “consentArticle Twelve” or “approveSection 12.01” shall refer to the applicable Article or the like 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)Section of this Indenture, (jiv) references to any specific law, rule or regulation, or article, section or other division thereof, the term “include” and all variations thereof shall be deemed to mean “include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, and without limitation,” (kv) the term “or” shall be interpreted in the inclusive sense commonly associated with include “and/or,” (vi) the term “or”. The headings of clauses contained proceeds” shall have the meaning ascribed to such term in the UCC, (vii) references to Persons include their permitted successors and assigns, (viii) references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Indenture, except that references to the SUBI Trust Agreement preceding include only such items as related to the text 20[●]-[●] SUBI and the Titling Trust, (ix) references to laws include their amendments and supplements, the rules and regulations thereunder and any successors thereto, (x) references to this Indenture include all Exhibits hereto, (xi) the phrase “Titling Trustee on behalf of the sectionsTrust,” or words of similar import, subsections and paragraphs hereof are inserted solely for convenience and ease shall, to the extent required to effectuate the appointment 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 Co-Trustee pursuant to the Titling Trust Agreement, if any, shall not be interpreted against any Party, irrespective of which Party may be deemed to have caused refer to the ambiguity Trustee (or uncertainty to exist. This Agreement has been prepared such Co-Trustee) on behalf of the Titling Trust, and (xii) in the English languagecomputation of a period of time from a specified date to a later specified date, the word “from” shall mean “from and including” and the English language words “to” and “until” shall control its interpretation. In addition, all notices required or permitted mean “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 prevailbut excluding.”

Interpretation. Except where the context expressly requires otherwise, In this Agreement (a) the use table of any gender herein shall be deemed to encompass references to either contents and headings are for convenience of reference only and will not affect the meaning or both genders, and the use interpretation of the singular shall be deemed to include the plural (and vice versa), this Agreement; (b) the words “include”, herein,” “includeshereunder,” “hereby” and similar words refer to this Agreement as a whole (and not to the particular sentence, paragraph, Article or Section where they appear); (c) terms used in the plural include the singular, and vice versa, unless the context clearly requires otherwise; (d) unless expressly stated herein to the contrary, reference to any document means such document as amended or modified and as in effect from time to time in accordance with the terms thereof; (e) unless expressly stated herein to the contrary, reference to any applicable Law means such applicable Law as amended, modified, codified, replaced or reenacted, in whole or in part, and as in effect from time to time, including any rule or regulation promulgated thereunder; (f) the words “including,” shall be “include” and variations thereof are deemed to be followed by the phrase words “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) 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, ; (g) all references “or” is used in the sense of “and/or”; “any” is used in the sense of “any or all”; and “with respect to” any item includes the concept “of” such item or “under” such item or any similar relationship regarding such item; (h) unless expressly stated herein to Sections or Exhibits shall the contrary, reference to a document, including this Agreement, will be construed deemed to also refer to Sections each annex, addendum, exhibit, schedule or Exhibits other attachment thereto; (i) unless expressly stated herein to the contrary, reference to an Article, Section, Schedule or Exhibit is to an article, section, schedule or exhibit, respectively, of this Agreement; (j) when calculating a period of time, the day that is the initial reference day in calculating such period will be excluded; (k) with respect to all dates and time periods in or referred to in this Agreement, time is of the essence; (l) the phrase “the date hereof” means the date of this Agreement, and references as stated in the first paragraph hereof; (m) “delivered to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 “agreeBuyer,” “consentprovided to the Buyer” or “approvemade available to the Buyer” as used in Article III with respect to any documents or information means that such documents or information were made available in the virtual data room hosted by the Seller on or before 5:00 p.m. U.S. Eastern Time on the second (2nd) Business Day immediately preceding the date of this Agreement or as otherwise set forth in Schedule 1.2(m); and (n) “delivered to the Seller,” “provided to the Seller” or “made available to the like shall require Seller” as used in Article IV with respect to any documents or information means that such agreement, consent documents 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, 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” shall be interpreted information were made available in the inclusive sense commonly associated with virtual data room hosted by the term “or”Buyer on or before 5:00 p.m. U.S. Eastern Time on the second (2nd) Business Day immediately preceding the date of this Agreement. The headings of clauses Parties intend that each representation, warranty, covenant and agreement contained in this Agreement preceding will have independent significance, and the text fact that any conduct or state of facts may be within the sectionsscope of two or more representations, subsections and paragraphs hereof are inserted solely for convenience and ease of reference only and shall not constitute any part of this Agreement warranties, covenants or have any effect on its interpretation or construction. Ambiguities and uncertainties agreements contained in this Agreement, if anywhether relating to the same or different subject matters and regardless of the relative levels of specificity, shall not be interpreted against any Party, irrespective of which Party may be deemed to have caused the ambiguity considered in construing 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 interpreting 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 prevailAgreement.

Interpretation. Except where the context expressly requires otherwise, (a) the use of any gender herein When a reference is made in this Agreement to an Article, a Section or an Exhibit, such reference shall be deemed to encompass references to either an Article or both gendersa Section of, or an Exhibit to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the use meaning or interpretation of the singular shall be deemed to include the plural (and vice versa), this Agreement. (b) Whenever the words “include”, “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” when used in this Agreement is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”. Whenever this Agreement contemplates any notice to, notification of, furnishing of information to, consent or waiver by or cooperation with, any “party” or “parties” hereto, Parent and each Merger Sub shall be treated as one party, such that no separate notification of, furnishing of information to, consent or waiver by, or cooperation with both Parent and each Merger Sub shall be required. (c) When a reference is made in this Agreement, the word Company Disclosure Letter or the Parent Disclosure Letter to information or documents being “will” shall be construed to have the same meaning and effect as the word “shallprovided”, “made available” or “disclosed” by a party hereto to another party, such information or documents shall include any information or documents (i) included in the SEC Reports of such disclosing party which are publicly available at least twenty-four (24) hours prior to the date of this Agreement, (ii) furnished prior to the execution of this Agreement in the electronic “data room” maintained by such disclosing party and to which access has been granted to the other party and its Representatives at least twenty-four (24) hours prior to the date of this Agreement, or (iii) otherwise provided in writing (including electronically) to the other party or any of its Representatives at least twenty-four (24) hours prior to the date of this Agreement. (d) any definition The definitions contained in this Agreement are applicable to the singular as well as the plural forms of or reference such terms and to any the masculine as well as to the feminine and neuter genders of such term. (e) Any agreement, instrument or other document statute defined or referred to herein shall be construed as referring to means such agreement, instrument or other document statute as from time to time amended, supplemented modified or otherwise modified supplemented, including (subject to any restrictions on such amendmentsin the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes, supplements or modifications set forth herein), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, all attachments thereto and instruments incorporated therein. (f) the words References to a Person are also to its permitted successors and permitted assigns. (g) Where this Agreement states that a party “hereinshall”, “hereofwill” and or “hereunder”must” perform in some manner, and words of similar import, shall be construed it means that the party is legally obligated to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of do so under this Agreement, and references to this Agreement include all Exhibits hereto, . (h) When calculating the word “notice” means notice in writing (whether period of time before which, within which or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under following which any act is to be done or step taken pursuant to this Agreement, (i) provisions the date that require that is the reference date in calculating such period shall be excluded and (ii) if the last day of such period is not a PartyBusiness Day, the Parties or period in question shall end on the next succeeding Business Day. (i) Unless otherwise specifically indicated, any committee hereunder “agree,” “consent” or “approve” or the like 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), reference herein to $ means U.S. dollars. (j) references to any specific law, rule or regulation, or article, section or other division thereof, 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” shall be interpreted The parties hereto have participated jointly in the inclusive sense commonly associated with the term “or”. The headings of clauses contained in this Agreement preceding the text of the sections, subsections negotiation and paragraphs hereof are inserted solely for convenience and ease of reference only and shall not constitute any part drafting of this Agreement or have any effect on its interpretation or constructionAgreement. 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 If an ambiguity or uncertainty to exist. This Agreement has been prepared in the English languagequestion of intent or interpretation arises, 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 construed as jointly drafted by the English language. To parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the extent there is authorship of any inconsistency or conflict between the terms and conditions provision of this Agreement and any Research Plan, the terms and conditions of this Agreement will prevailAgreement.

Interpretation. Except where The captions and headings to this Agreement are for convenience only, and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles, Sections or Exhibits of this Agreement and references to this Agreement include all Exhibits hereto. Unless context expressly requires otherwiseotherwise clearly requires, whenever used in this Agreement: (a) the use of any gender herein shall be deemed to encompass references to either or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), (b) the words “include”, “includes” and or “including” shall be deemed to be followed by construed as incorporating also the phrase “but not limited to” or “without limitation”; (b) the word “day” or “quarter” shall mean a calendar day or quarter, unless otherwise specified; (c) the word “willnotice” shall be construed to have the same meaning and effect as the word “shall”, (d) 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means mean notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, ; (id) the words “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement (including any Exhibits); (e) provisions that require that a Party, the Parties or any committee the JRC hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise otherwise; (but excluding e-mail and instant messaging)f) words of any gender include the other gender; (g) words using the singular or plural number also include the plural or singular number, respectively; (jh) references to any specific law, rule or regulation, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof, ; and (ki) the term word “orwill” shall be interpreted in construed to have the inclusive sense commonly associated with same meaning and effect as the term word “orshall”. 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 AgreementAmbiguities, if any, in this Agreement shall not be interpreted construed against any Party, irrespective of which Party may be deemed to have caused authored the ambiguity or uncertainty to existambiguous provision. This Agreement has been prepared in the English language, and the English The 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 of this Agreement shall be deemed to be the language mutually chosen by the Parties and no rule of strict construction shall be applied against either Party hereto. This Agreement should be interpreted in its entirety and the English language. To the extent there is any inconsistency or conflict between the terms and conditions fact that certain provisions of this Agreement and any Research Plan, may be cross-referenced in a Section shall not be deemed or construed to limit the terms and conditions application of other provisions of this Agreement will prevailto such Section and vice versa. As used in this Agreement, the phrase ‘with respect to a given Collaboration Target’ or ‘with respect to any Collaboration Target’ or ‘for a Collaboration Target’ (or similar phrases) when referring to BMS’ licenses or license rights or Compounds ‘with respect to a Collaboration Target’ (or when referring to the termination of BMS’ licenses or license rights hereunder) refers to the licensed Ambrx Technology that applies to Compounds and Products targeting such Collaboration Target.

Interpretation. Except where The titles, headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Unless otherwise indicated to the contrary herein by the context expressly requires otherwise, or use thereof: (a) the use words, “hereby,” “herewith,” “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole and not to any gender herein shall be deemed to encompass references to either particular Section or both genders, and the use of the singular shall be deemed to include the plural (and vice versa), paragraph hereof; (b) the words “include”, ,” “includes” and or “including” shall be deemed to be followed by the phrase words “without limitation”, ; (c) masculine gender shall also include the word feminine and neutral genders, and vice versa; (d) words importing the singular shall also include the plural, and vice versa; (e) references to “willArticles,” “Exhibits,” “Sections” or “Schedules” shall be construed to have the same meaning and effect as the word “shall”Articles, (d) any definition Exhibits, Sections or Schedules 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, this Agreement; (f) the words “herein”, “hereof” and “hereunder”, and words all Exhibits or Schedules of similar import, shall be construed to refer or to this Agreement are hereby incorporated in its entirety and made a part of this Agreement as if set forth in full herein, and any capitalized terms used in such Exhibits or Schedules and not to any particular provision hereof, otherwise defined therein shall have the meaning set forth in this Agreement; (g) all references herein to Sections or Exhibits shall be construed to “writing,” “written” and comparable terms refer to Sections or Exhibits printing, typing and other means of this Agreement, and references to this Agreement include all Exhibits hereto, reproducing words (including electronic media) in a visible form; (h) the word sign “notice$” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, the lawful currency of the United States of America; (i) provisions that require that a Partyall references to “days” mean calendar days and all references to time mean Eastern Time in the United States of America, the Parties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or each case unless otherwise (but excluding e-mail and instant messaging), indicated; (j) any references in this Agreement to any specific law, rule or regulation, or article, section or other division thereof, dollar amount thresholds shall not be deemed to include the then-current amendments thereto be evidence of a Material Adverse Effect or any replacement or successor law, rule or regulation thereof, materiality; and (k) the term “or” shall be interpreted derivative forms of defined terms will have correlative meanings. The Parties acknowledge that each Party and its attorney has reviewed and participated in the inclusive sense commonly associated with the term “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 drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or have any effect on its interpretation or construction. Ambiguities and uncertainties in this Agreement, if anysimilar rule operating against the drafter of an agreement, shall not be interpreted against any Party, irrespective of which Party may be deemed applicable to have caused the ambiguity construction 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 interpretation of this Agreement and any Research Plan, the terms and conditions of this Agreement will prevailAgreement.

Interpretation. Except where the context For all purposes of this Agreement, except as otherwise expressly requires otherwiseprovided, (a) the use of any gender herein defined terms shall be deemed have the meanings assigned to encompass references to either or both genders, them in its definition and the use of the singular shall be deemed to include the plural (as well as the singular, and vice versa)pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms; (b) all references in this Agreement to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of the body of this Agreement unless explicitly stated otherwise, and all references in this Agreement to designated exhibits are to the exhibits attached to this Agreement unless explicitly stated otherwise, (c) the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision, (d) the titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement, (e) any reference in this Agreement to any “Party” or any other Person shall be construed so as to include its successors in title, permitted assigns and permitted transferees, (f) any reference in this Agreement to any agreement or instrument is a reference to that agreement or instrument as amended or novated, (g) this Agreement is jointly prepared by the Parties and should not be interpreted against any Party by reason of authorship, (h) “include”, “includes” ”, and “including” shall be are deemed to be followed by the phrase “without limitation”, (c) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (d) any definition of whether or reference to any agreement, instrument not they are in fact followed by such words 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), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement, (i) provisions whenever this Agreement refers to a number of days, that require number shall refer to calendar days unless Business Days are specified and whenever any action must be taken under this Agreement on or by a day that is not a PartyBusiness Day, then that action may be validly taken on or by the Parties or any committee hereunder “agree,” “consent” or “approve” or the like shall require next day 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)is a Business Day, (j) the phrase “delivered” shall mean that the information referred to has been physically or electronically delivered to the relevant parties, (k) references to any specific law“writing” or comparable expressions include a reference to facsimile transmission or comparable means of communication (including electronic mail), rule or regulation, or article, section or other division thereof, shall be deemed to include provided the then-current amendments thereto or any replacement or successor law, rule or regulation thereofsender complies with the provisions of Section 6.09, and (kl) the term word “or” shall be interpreted in the inclusive sense commonly associated with the term “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 disjunctive but 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 prevailexclusive.

Interpretation. Except where the context expressly requires otherwise, (a) In this Agreement, except as the use of any gender herein shall be deemed context may otherwise require, references: (1) to encompass references the Preamble, Recitals, Sections, Exhibits or Schedules are to either the Preamble to, a Recital or both gendersSection of, or Exhibit or Schedule to, this Agreement; (2) to this Agreement are to this Agreement, and the use Exhibits, Schedules and Disclosure Letters to it, taken as a whole; (3) to any agreement (including this Agreement) or contract are to the agreement or contract as amended, modified, supplemented, restated or replaced from time to time (to the extent permitted by the terms thereof); (4) to any Governmental Authority include any successor to that Governmental Authority; (5) to any applicable Law refer to such applicable Law as amended, modified, restated, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under such statute) and references to any section of any applicable Law or other Law include any successor to such section; (6) to the terms defined in the singular shall be deemed to include have a comparable meaning when used in the plural (plural, and vice versa); (7) to the terms “dollars,” “cents” and “$” mean U.S. Dollars and Cents; (8) to the phrases “date of this Agreement” or “date hereof” are to August 25, 2017; (b9) to the words “herein,” “hereof” or “hereunder” and similar terms refer to this Agreement as a whole and not to any specific Article or Section; (10) to the words “include”, ,” “includes” and or “including” shall are to be deemed to be followed by the phrase words “without limitation”, ; and (c11) to any person (including any party hereto) includes such person’s successors and permitted assigns. The table of contents and Article and Section headings are for reference purposes only and do not limit or otherwise affect any of the substance of this Agreement. Except when used together with the word “willeither” shall be construed to have the same meaning and effect as the word “shall”, (d) 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 amendmentsfor the purpose of identifying mutually exclusive alternatives, supplements or modifications set forth herein), (e) any reference herein to any person or entity shall be construed to include such person’s or entity’s successors and assigns, (f) 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, (g) all references herein to Sections or Exhibits shall be construed to refer to Sections or Exhibits of this Agreement, and references to this Agreement include all Exhibits hereto, (h) the word “notice” means notice in writing (whether or not specifically stated) and 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 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, 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” shall be interpreted in has the inclusive sense commonly associated with meaning represented by the term phrase “orand/or”. The headings phrases “provided,” “delivered” or “made available,” when used herein, mean that the information or materials referred to have been physically or electronically delivered to the applicable parties (including information or materials that have been posted to an on-line “virtual data room” established by or on behalf of clauses contained one of the parties or documents or other information available in the Electronic Data Gathering, Analysis and Retrieval Database of the SEC) in each case, on or prior to the date that is one (1) business day prior to the date hereof. (b) This Agreement is the product of negotiation by the parties, having the assistance of counsel and other advisers. The parties intend that 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 construed more strictly with regard to have caused one party than with regard to 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 prevailparties.