definiens: , or collectively as the . WHEREAS, Licensor and its Affiliates ( as defined be low ) develop, manufacture, market and sell the CardioCel, CardioCel 3D, CardioCel Neo, VascuCel, a nd VascuCel 3D biologic patch product lines worldwi de ( the ) ; WHEREAS, in accordance with an Asset Purchase Agree ment of even date herewith by and among Licensor and its Affiliates ( ) and Licensee ( ), Seller Group has agreed to convey, sell, transfer and assign to Licensee, and Licensee has a greed to purchase from Seller Group, certain assets of the Seller Group related to the manufacture, marketing, distri bution and sale of the Products ; WHEREAS, simultaneously with the Closing ( as define d in the APA ), Licensor shall grant to Licensee certain licenses to the technology and other intell ectual property of ARPL and ABPL related to the man ufacture of the Products on the terms and conditions set for th herein ; WHEREAS, Licensor and its Affiliates and Licensee a re parties to that certain Transition Services Agreement ( ) dated October 11, 2019, wherein Licensor has agr eed to provide certain services to the Licensee related to the manufacture, marketing, dis tribution and sale of the Products during the Trans ition Period ; NOW, THEREFORE, in consideration of the mutual prem ises set forth above and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows : 1