definiens: and collectively as the WHEREAS, [COMPANY] owns or otherwise Controls ( as defined below ) certain patents, patent applications, technology, know - how, scientific and technical information and other proprietary rights and information relating to the identification, research and development ofCandidates ( as defined below);WHEREAS, [COMPANY] has extensive experience and expertise in the development and commercialization of pharmaceutical andbiopharmaceutical products;WHEREAS, subject to the terms of this Agreement, [COMPANY] wishes to grant to [COMPANY], and [COMPANY] wishes to receive from [COMPANY], an exclusive license in the Field ( as defined below ) in the Territory ( as defined below ) under [COMPANY] ’s and its licensors ’ patents, patentapplications, technology, know - how, scientific and technical information and other proprietary rights and information relating to Candidatesand Products ( as defined below ) to use, research, develop, manufacture and commercialize Candidates and Products ; andWHEREAS, [COMPANY] and [COMPANY] wish to engage in collaborative research pursuant to the Research Plan ( as defined below ) to identifyand develop Candidates for inclusion in Products for further development and commercialization by [COMPANY]