This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any previous agreements, arrangements or understandings between them relating to the subject matter hereof.  For the avoidance of doubt, the Technology License Agreement was superseded and replaced by the Existing License Agreement upon the completion of the merger contemplated under the Merger Agreement and shall be superseded and replaced by this Agreement in accordance with Section 2.1(a) above. Each exhibit hereto shall be considered incorporated into this Agreement.