Certain Conventions. Any reference in this Agreement to an Article, Section, subsection, paragraph, clause, Schedule or Exhibit shall be deemed to be a reference to an Article, Section, subsection, paragraph, clause, Schedule or Exhibit, of or to, as the case may be, this Agreement, unless otherwise indicated. Unless the context of this Agreement otherwise requires, (a) words of any gender include each other gender, (b) words such as “herein”, “hereof”, and “hereunder” refer to this Agreement as a whole and not merely to the particular provision in which such words appear, (c) words using the singular shall include the plural, and vice versa, (d) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (e) the word “will” shall be construed to have the same meaning and effect as the word “shall”, and (f) the word “any” shall mean “any and all” unless otherwise clearly indicated by context, (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 “and/or.”
Appears in 5 contracts
Samples: Research Collaboration and License Agreement, Research Collaboration and License Agreement, Research Collaboration and License Agreement (Arvinas Holding Company, LLC)
Certain Conventions. Any reference in this Agreement to an Article, Section, subsection, paragraph, clause, Schedule clause or Exhibit shall be deemed to be a reference to an Article, Section, subsection, paragraph, clause, Schedule clause or Exhibit, of or to, as the case may be, this Agreement, unless otherwise indicated. Unless the context of this Agreement otherwise requires, (a) all definitions set forth herein shall be deemed applicable whether the words of any gender include each other genderdefined are used herein with initial capital letters in the singular or the plural, (b) words such as “herein”, “hereof”, and “hereunder” refer to this Agreement as a whole and not merely to the particular provision in which such words appear, (c) words using the singular shall include the plural, and vice versa, (d) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (e) the word “will” shall be construed to have the same meaning and effect as the word “shall”,” (c) any definition of or reference to any agreement, and 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 (f) the word “any” shall mean “subject to any and all” unless otherwise clearly indicated by contextrestrictions on such amendments, supplements or modifications set forth herein), (hd) any reference herein to any Party shall be construed to include the Party’s successors and assigns, (e) 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, (if) provisions that require that a Party, Party or 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), (jg) 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 or successor lawLaw, rule or regulation thereof, (h) words of any gender include each other gender, (j) words such as “herein,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to the particular provision in which such words appear, (ki) the term words “orinclude,” “includes” and “including” shall be interpreted in deemed to be followed by the inclusive sense commonly associated with phrase “but not limited to,” “without limitation,” “inter alia” or words of similar import, and (j) “days” shall mean “calendar days.” In the term “and/orevent an ambiguity or 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 authorship of any of the provisions of this Agreement.”
Appears in 4 contracts
Samples: Exclusive License Agreement (Heart Test Laboratories, Inc.), Exclusive License Agreement (Heart Test Laboratories, Inc.), Exclusive License Agreement (Heart Test Laboratories, Inc.)
Certain Conventions. Any reference in this Agreement to an Article, Section, subsection, paragraph, clause, Schedule clause or Exhibit shall be deemed to be a reference to an Article, Section, subsection, paragraph, clause, Schedule clause or Exhibit, of or to, as the case may be, this Agreement, unless otherwise indicated. Unless the context of this Agreement otherwise requires, (a) all definitions set forth herein shall be deemed applicable whether the words of any gender include each other genderdefined are used herein with initial capital letters in the singular or the plural, (b) words such as “herein”, “hereof”, and “hereunder” refer to this Agreement as a whole and not merely to the particular provision in which such words appear, (c) words using the singular shall include the plural, and vice versa, (d) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (e) the word “will” shall be construed to have the same meaning and effect as the word “shall”,” (c) any definition of or reference to any agreement, and 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 (f) the word “any” shall mean “subject to any and all” unless otherwise clearly indicated by contextrestrictions on such amendments, supplements or modifications set forth herein), (hd) any reference herein to any Party shall be construed to include the Party’s successors and assigns, (e) 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, (if) provisions that require that a Party, Party or 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), (jg) 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 or successor law, rule or regulation thereof, and (k) the term “or” shall be interpreted in the inclusive sense commonly associated with the term “and/or.”
Appears in 2 contracts
Samples: Non Exclusive License Agreement (Heart Test Laboratories, Inc.), Non Exclusive License Agreement (Heart Test Laboratories, Inc.)
Certain Conventions. Any reference in this Agreement to an Article, Section, subsection, paragraph, clause, Schedule or Exhibit shall be deemed to be a reference to an Article, Section, subsection, paragraph, clause, Schedule or Exhibit, of or to, as the case may be, this Agreement, unless otherwise indicated. Unless the context of this Agreement otherwise requires, (a) all definitions set forth herein shall be deemed applicable whether the words of any gender include each other genderdefined are used herein with initial capital letters in the singular or the plural, (b) words such as “herein”, “hereof”, and “hereunder” refer to this Agreement as a whole and not merely to the particular provision in which such words appear, (c) words using the singular shall include the plural, and vice versa, (d) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (e) the word “will” shall be construed to have the same meaning and effect as the word “shall”,” (c) any definition of or reference to any agreement, and 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 (f) the word “any” shall mean “subject to any and all” unless otherwise clearly indicated by contextrestrictions on such amendments, supplements or modifications set forth herein), (hd) any reference herein to any entity shall be construed to include the entity’s successors and assigns, (e) 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, (if) 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 “and/or.”written
Appears in 1 contract
Samples: License and Collaboration Agreement (Visterra, Inc.)
Certain Conventions. Any reference in this Agreement to an Article, Section, subsection, paragraph, clause, Schedule clause or Exhibit shall be deemed to be a reference to an Article, Section, subsection, paragraph, clause, Schedule clause or Exhibit, of or to, as the case may be, this Agreement, unless otherwise indicated. Unless the context of this Agreement otherwise requires, : (a) all definitions set forth herein shall be deemed applicable whether the words of any gender include each other genderdefined are used herein with initial capital letters in the singular or the plural, (b) words such as “herein”, “hereof”, and “hereunder” refer to this Agreement as a whole and not merely to the particular provision in which such words appear, (c) words using the singular shall include the plural, and vice versa, (d) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (e) the word “will” shall be construed to have the same meaning and effect as the word “shall”,” (c) any definition of or reference to any agreement, and 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 (f) the word “any” shall mean “subject to any and all” unless otherwise clearly indicated by contextrestrictions on such amendments, supplements or modifications set forth herein), (hd) any reference herein to any Party shall be construed to include the Party’s successors and assigns, (e) 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, (if) provisions that require that a Party, Party or the Parties or any committee hereunder “agree,” “consent” or “approve” or the like shall require that such agreementPursuant to SEC Release 34-85381, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise certain identified information has been excluded from this Exhibit because it is (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, not material and (kii) the term “or” shall would be interpreted in the inclusive sense commonly associated with the term “and/or.”competitively harmful if publicly disclosed. 17 CONFIDENTIAL
Appears in 1 contract
Samples: Non Exclusive Patent License Agreement (Sema4 Holdings Corp.)
Certain Conventions. Any reference in this Agreement to an Article, Section, subsection, paragraph, clause, Schedule or Exhibit shall be deemed to be a reference to an Article, Section, subsection, paragraph, clause, Schedule or Exhibit, of or to, as the case may be, this Agreement, unless otherwise indicated. Unless the context of this Agreement otherwise requires, (a) all definitions set forth herein shall be deemed applicable whether the words of any gender include each other genderdefined are used herein with initial capital letters in the singular or the plural, (b) words such as “herein”, “hereof”, and “hereunder” refer to this Agreement as a whole and not merely to the particular provision in which such words appear, (c) words using the singular shall include the plural, and vice versa, (d) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (e) the word “will” shall be construed to have the same meaning and effect as the word “shall”,” (c) any definition of or reference to any agreement, and 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 (f) the word “any” shall mean “subject to any and all” unless otherwise clearly indicated by contextrestrictions on such amendments, supplements or modifications set forth herein), (hd) any reference herein to any entity shall be construed to include the entity’s successors and assigns, (e) 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, (if) 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 eLicense Agreement SIIL-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 “and/or.”Visterra – EXECUTION VERSION Page 46
Appears in 1 contract
Samples: License and Collaboration Agreement
Certain Conventions. Any reference in this Agreement to an Article, Section, subsection, paragraph, clause, Schedule clause or Exhibit shall be deemed to be a reference to an Article, Section, subsection, paragraph, clause, Schedule clause or Exhibit, of or to, as the case may be, this Agreement, unless otherwise indicated. Unless the context of this Agreement otherwise requires, (a) all definitions set forth herein shall be deemed applicable whether the words of any gender include each other genderdefined are used herein with initial capital letters in the singular or the plural, (b) words such as “herein”, “hereof”, and “hereunder” refer to this Agreement as a whole and not merely to the particular provision in which such words appear, (c) words using the singular shall include the plural, and vice versa, (d) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (e) the word “will” shall be construed to have the same meaning and effect as the word “shall”,” (c) any definition of or reference to any agreement, and 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 (f) the word “any” shall mean “subject to any and all” unless otherwise clearly indicated by contextrestrictions on such amendments, supplements or modifications set forth herein), (hd) any reference herein to any Party shall be construed to include the Party’s successors and assigns, (e) 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, (if) provisions that require that a Party, Party or 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 “and/or.”,
Appears in 1 contract
Samples: Non Exclusive License Agreement (Heart Test Laboratories, Inc.)