definiens: ) ofcertain Patent Rights ( as that term shall be defined hereafter ) ; and MGH and CMCC have signed a Joint Invention Agreementfor dated May 12, 2009, that appoints CMCC as the exclusive agent for licensing such Patent Rights ; and CMCC has the rightto grant exclusive licenses under the Patent Rights, subject only to a royalty - free, nonexclusive license granted to the UnitedStates Government for those inventions and ensuing patents developed with U.S. Government funding, and certain laws andregulations relating to Federally - funded projects and institutions;WHEREAS, in furtherance of its charitable and research missions and those laws and regulations, CMCC desires to have thePatent Rights utilized to promote the public interest and to further that goal is willing to grant a license to Licensee on theterms and conditions described herein;WHEREAS, Licensee has represented to CMCC that Licensee is ready, willing and able to engage in the commercialdevelopment, production, manufacture, marketing and sale of Licensed Products ( as that term shall be defined hereafter)and / or the use of Licensed Processes ( as that term shall be defined hereafter ) and that it will implement a diligent developmentprogram as described in this Agreement;WHEREAS, Dr. Leonard Zon, an inventor of this technology, and an employee of the Howard Hughes Medical Institute ( ) doing research at the HHMI laboratory at the Children ’s Hospital Boston, currently holds an Investigational NewDrug application ( as that term is defined below ) titled “ A Phase I Study of Reduced Intensity, Sequential DoubleUmbilical Cord Blood Transplantation Using Ex - Vivo 16,16 Dimethyl - Prostaglandin E2 Expanded Umbilical Cord BloodUnits ”, reference number IND # BB - IND 13721, and Licensee plans to support clinical trials under such ZON IND ; and 4WHEREAS, Licensee desires to obtain an exclusive license, within a designated territory and for a prescribed field of use, relating to certain licensed products and processes within the scope of the Patent Rights, subject to the terms and conditions ofthis Agreement, all as provided below;NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, the parties hereto agree asfollows : ARTICLE I. DEFINITIONSFor the purpose of this Agreement, the following words and phrases shall have the meanings set forth below : A