definiens: ) dated as of theOriginal Effective Date ( as defined below ) granting a license under the Existing Patent Rights;WHEREAS, Licensee intends to enter into an agreement with Biogen Idec New Ventures Inc. ( ) under which Licensee will grant a Sublicense to Biogen Idec, and Licensee and Biogen Idec also will collaborate tofurther develop and commercialize Licensed Products ( the ) ; WHEREAS, Licensee and Harvard each now desire to amend and restate the Original Agreement as set forthherein for the purpose of facilitating the Biogen Idec Sublicense Agreement;WHEREAS, Licensee also wishes to continue to retain the services of Drs . Finley and King as consultants withrespect to the subject matter of this Agreement;WHEREAS, Harvard desires to have products based on the inventions described in the Existing Patent Rightsand in the performance of such consulting services developed and commercialized to benefit the public;WHEREAS, such products may be applicable to the improvement of the health of individuals throughout theworld ; andWHEREAS, Licensee represented to Harvard, in order to induce Harvard to enter into the Original Agreement, and continues to represent to Harvard, in order to induce Harvard to enter into this Agreement, that Licensee shallcommit itself to Commercially Reasonable Efforts ( as defined below ) to develop, obtain regulatory approval for, andcommercialize such products, and thereafter make them available in both Developed Countries and DevelopingCountries ( each as defined below);CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH . ACOMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIALTREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, ASAMENDED