definiens: ; and as further defined herein ) is made effective as of July 25, 2016 ( the ) between : UNIVERSITY HEALTH NETWORK, an Ontario corporation incorporated by special statute under the University Health Network Act, 1997, having a principal office at 190 Elizabeth Street, R. Fraser Elliott B uilding – Room 1S-417, Toronto, Ontario M5 G 2C4 ( ) -AND- PROTHENA BIOSCIENCES LIMITED, an Irish private limited company, having a principal office at Adelphi Plaza, Upper George ’s S treet, Dun Laoghaire, Co. Dublin A96 T927, Ireland ( ) ( In this Agreement, UHN and [COMPANY] may be referre d to individually as a, or collectively as the . ) BACKGROUND : Whereas : A. UHN under the guidance of UHN principal investig ator Dr. Avi Chakrabartty is engaged in research relating to misfolded Transthyretin ( ) in dise ase ( the ), and owns UHN Background IP ( defined below ), which relates to the Technology ; B. UHN and [COMPANY] have been jointly conducting co llaborative research activities relating to the Technology pursuant to two separate sponsored resea rch agreements dated April 1, 2013 and April 1, 2014 ( the ) pursuant to which the Parties gen erated the Foreground IP ( as defined below ), which is jointly owned