definiens: as defined further below ) ; WHEREAS, [COMPANY] together with its Affiliates ( as defi ned below ) is engaged in the development, manufacture, sale, marketing and distr ibution of pharmaceutical products ; WHEREAS, [COMPANY] and [COMPANY] desire to cooperate in comp leting the development of the Products and to register, manufacture, market, sell and distribute the Products in the United States and, at [COMPANY] ’s option, Canada, Israel, Mexic o, the European Union, Central America and South America ( collectively, as defined further below, the ), all in accordance with the terms and subject to the conditions set fo rth in this Agreement ; and WHEREAS, in connection with the above - referenced co operative effort and in accordance with the terms and subject to the conditions set fo rth below, ( a ) [COMPANY], with the financial support of [COMPANY] provided for herein, shall develop, manufacture, and package the Products and seek regulatory approval of the Products for th e United States, and ( b ) [COMPANY], with the technical support of [COMPANY] provided for herein, sha ll market, sell and distribute the Products in the Territory and, to the extent applicable, man ufacture and/or seek regulatory approval of the Products for the Optional Territory ( as defined below )