definiens: ) filings relating to PRODUCTS, as hereinafter defined ; and WHEREAS, ENTREMED is the owner or exclusive licensee of certain PATENT RIGHTS as hereinafter defined, TECHNOLOGY RIGHTS, as hereinafter defmed, and FDA filings related to PRODUCTS, and has certain rights and obligations relating to PRODUCTS pursuant to agreements with TIllRD PARTIES, as hereinafter defmed ; and WHEREAS, CELGENE desires to obtain assignments and/or exclusive rights in the TERRITORY in and to all of ENTREMED 's PATENT RIGHTS, TECHNOLOGY RIGHTS, rights by agreement, and FDA filings, whether presently existing or subsequently developed, for the commercial development, use, and sale of PRODUCTS ; and WHEREAS, ENTREMED is willing to grant the assignments and/or exclusive rights desired by CELGENE, as set forth herein, in order to transfer its entire present and future right, title and interest in PRODUCTS to CELGENE