definiens: ) . WITNESSETH WHEREAS, CMCC is the owner of certain ( as later defined herein ), and has the right to grant licenses under said Patent Rights ; WHEREAS, the Patent Rights were originally licensed by CMCC to ENTREMED pursuant to that certain License Agreement made and entered into May 26, 1994, by and between CMCC and ENTREMED, as amended on August 23, 1995, December 2, 1997, December 3, 1998 and September 24, 1999 ( as so amended, the ) ; WHEREAS, ENTREMED sublicensed the Patent Rights relating to Thalidomide to Celgene Corporation, a corporation duly organized lll1der the laws of Delaware and having its principal office at 6 Powder Horn Drive, Warren, New Jersey 07059 ( ), pursuant to that certain Agreement dated as of December 9, 1998 by and between ENTREMED and CELGENE ( the ) ; WHEREAS, pursuant to that certain Purchase Agreement dated as of June IS, 2001 ( the ) by and between ENTREMED and Bioventure Investments kft, a company organized under the laws of Hungary ( ttBIOVENTIJRE " ), ENTREMED has agreed to sell, transfer and assign to BIOVENTURE all of its right, title and interest relating to the Net Celgene Payment s, as defined in the Purchase Agreeme nt, under the Celgene Agreement ; WHEREAS, the Original License Agreement will be tenninated, and CMCC and ENTREMED will enter into this Agreement, pursuant to which CMCC will grant a license to ENTREMED to the Patent Rights for use in the Non - Thalidomide Field ( as defined below )