definiens: ) . WITNESSETII WHEREAS, BIAL Controls ( as defined below ) the BIAL Patents and BIAL Know - How ( each as defined below ) relating to its proprietary compound BIA 2 - 093 ( as defined below ) and its use in the treatment of human diseases and conditions including, without limitation, epilepsy ; and WHEREAS, SEPRACOR wishes to acqUIre licenses under the BIAL Patents, BIAL Know - How and BIAL Trademarks ( each as defined below ) for the purpose of developing, commercializing, marketing, offering for sale, selling, and distributing Licensed Products ( as defined below ) comprised of BIA 2 - 093 for use within the Field and Territory ( each as defined below ), and BIAL is willing to grant such licenses under the terms and conditions of this Agreement ; and WHEREAS, BIAL wishes to acquire licenses under any future SEPRACOR Know - How and Development Intellectual Property ( each as defined below ) and SEPRACOR is willing to grant such licenses under the terms and conditions of this Agreement ; and WHEREAS, the Parties ( as defined below ) will execute a Supply Agreement ( as defined below ) under which BIAL or its Affiliates will, unless otherwise agreed in writing by the Parties, supply all of SEPRACOR 's requirements of Licensed Products to SEPRACOR for sale and distribution within the Field and Territory