definiens: ) of certain PatentRights ( as that term shall be defined hereafter ) and has the right to grant exclusive licenses under the Patent Rightson its own behalf and on behalf of M.I.T. through an Inter - Institutional Agreement ( attached as Appendix 1 to thisAgreement ), subject only to a royalty - free, nonexclusive license granted to the United States Government for thoseinventions and ensuing patents developed with U.S. Government funding, and certain laws and regulations relating toFederally- funded projects and institutions;WHEREAS, in furtherance of its charitable and research missions and those laws and regulations, CMCC desiresto have the Patent Rights utilized to promote the public interest and to further that goal is willing to grant a license toLicensee on the terms and conditions described herein;WHEREAS, Licensee desires to obtain an exclusive license, within a designated territory and for a prescribedfield of use, relating to certain Licensed Products ( as that term is defined below ) and/or Licensed Processes ( as thatterm is defined below ) under the scope of the Patent Rights, subject to the terms and conditions of this Agreement;WHEREAS, Licensee has represented to CMCC that Licensee desires to develop the technology, which is thesubject of this Agreement ; that it is ready, willing and able to engage in the research, development, and production, manufacture, marketing and sale of Licensed Products and/or the use of Licensed Processes and that it willundertake research and development as described in this Agreement and otherwise consistent with its prudentbusiness judgment