definiens: anel and the licensee of tile and, cRch as defined in the License Agreemen t and thc Ownership Agrcement ; \VHEREAS, by rt Technology and Contract Assignment and Assumption Agreement of May 5, 2006 RcGencsys assigncd to Alhersys, Inc. ( now ABT ) all rights, title and interest granted 10 IvlCl LLC I RcGcnesys LlC by the Ownership Agreement and licensed 1O it by the I, icensc Agreemen t ; ' " VI- ! E R EAS, in cOllllcction with its activities to develop and commerci, lIizc the Technology (, IS delincd in the License Agreement and the Ownership Agreeme nt ) in the Pfizer Ficld ( as defincd below ), ABT proposes to sublicense its rights under rhe License Agreclllcm, and license its rights under the Ownership Agrec1l1e11l, to Pfizer in the Pfizer FicIci under a Collaboration and License Agreement to be entcred by and among Pfizer, A13 T and Atllcrsys, Inc. 011 or around December 18,2009 ( ) and Pfizer has asked the Univcrsity to provide Pfizer with certain assurances regarding Pfizer 's rights under certaill circumstances