definiens: ) . WITNESSETH WHEREAS, SGI Controls ( as defined below ) intellectual property rights relating to certain technology useful forlinking certain proprietary [ * ] to other molecules, such as antibodies, capable of directing such [ * ] to specific tissues and/or cells ; WHEREAS, Licensee Controls intellectual property rights relating to the Designated Antigen ( as defined below ), and iscurrently conducting research and development relating to Antibodies ( as defined below ) that bind to the Designated Antigenpursuant to a Research Collaboration Agreement dated [ * ], as amended ( the ) ; and WHEREAS, Licensee wishes to acquire from SGI, and SGI wishes to grant to Licensee, an exclusive, worldwide licenseunder SGI patent rights and know - how related to SGI ’s proprietary [ * ] for use in conjunction with such Antibodies for thedevelopment, commercialization, manufacture, marketing and sale of Licensed Products ( as defined below )