definiens: means all products containing kinetin or zeatin for human use . ” Section 1.22 of the Agreement is amended to read in its entirety as follows : means all countries worldwide . ” 2 . Grant of License . Section 2.1 of the Agreement i s hereby amended to read in its entirety as follows : “ 2.1 Grant of License . [COMPANY] hereby Grants to Licensee during the Term an exclusive license in the Territory ( subject to the licenses set forth on Exhibit A to this agreement as they exist on the d ate of this Amendment ( the ), which S enetek shall use commercially reasonable efforts to terminate in the event of an event giving rise to a right of [COMPANY] to terminate without liability, o r in the absence of any such termination right, which Senete k shall allow to expire without renewal ), under the Intellectual Property and the Know - How to manufactu re, distribute, market, use and sell Products, and to use the Documentation and [COMPANY] ’s Confidential In formation to do so . ” 3 . Exclusivity . Section 2.2 of the Agreement shall be amended to read in its entirety as follows : “ 2.2 Exclusivity . But for the Existing Agreements, which will be term inated or allowed to expire as provided in Section 2.1 above, [COMPANY] agrees that for a period of five ( 5 ) years commencing on August 1, 2005 and ending on July 31, 2010, subject to possib le extension as provided in Section 3.12, [COMPANY] s hall not grant a license to any third party to manufactu re, use, sell or promote, and shall not manufacture, sell or promote, any product containing kinetin or zeati n for human use in the Territory, provided that for a period of six ( 6 ) months following the execution of this Amendment [COMPANY] shall be permitted to exhau st its Kinetin Plus Age Defiant ® products, packaging a nd componentry it has in inventory as of the date o f this Amendment ( the ) . Notwithst anding the foregoing, Licensee agrees to give reasonable consideration to such candidates for sub -licensing and distribution agreements as [COMPANY] m ay propose to Licensee from time to time, including by involving [COMPANY] in introductory meetings and communications with such third parties as appropria te, provided that Licensee shall have the sole right, for any reason or no reason, to decline to enter into a ny such agreement and sole discretion to establish the terms of any such agreement, and provided further that, unless otherwise agreed by the parties, Senet ek ’s sole compensation in the event Licensee shall enter into any such agreement shall be its rights to Min imum Payments provided for under Section 3.12 and any ro yalty payments provided for under Section 3.11 with respect to Net Sales generated by such agreement . ” 4 . First Offer . The words in the first sentence of Section 2.3 shall be replaced wi th