definiens: ), effective as of the Effective Date ( as defined in Section 2.1 ), is by and between [COMPANY] Kirin Co., Ltd., a co mpany organized and existing under the laws of the Japan and having its principal office at 1 - 9 - 2, Otemachi, Chiyoda - ku, Tokyo 100 - 0004, Japan and formerly kno wn as [COMPANY] Hakko Kirin Co., Ltd. ( ), and Aevi Genomic Medicine, LLC, a Delaware limi ted liability company and successor to [COMPANY], Inc., a Delawar e corporation ( ) . KKC and AEVI may each be referred to herein individually as a and collectively as the INTRODUCTION WHEREAS, the Parties have entered into the Amended and Restated Clinical Development and Option Agreement, effective as of May 28, 2020 ( the ) ; and WHEREAS, pursuant to the Clinical Development and O ption Agreement, KKC granted AEVI the right to conduct the Initial Development ( as define d in the Clinical Development and Option Agreement ) with respect to Anti - LIGHT mAb ( as defined in Section 1 . 15 ) ; and WHEREAS, pursuant to the Clinical Development and O ption Agreement, KKC granted AEVI the right to conduct one or more signal finding studies in the Field ( as defined in Section 1.41 ) and an o ption to obtain an exclusive license to Develop, Manufacture and Commercialize products containing Anti - LIGHT m Ab at KKC ’s election either under the terms and condit ions of this Agreement ( the ) or under the terms and conditions of the license agreement attac he d to Exhibit B to the Clinical Development and Op tion Agreement ( the ) ; and WHEREAS, this Agreement will become fully effective in accordance with Section 2.1 of this Agreement only upon KKC making or being deemed to h ave made the Plan B Election pursuant to the terms and conditions of the Clinical Development and Option A greement ; and WHEREAS, this Agreement will not become effective a nd be rendered null and void in accordance with Section 2.2 of this Agreement