definiens: ), effective as of the Effective Date ( as defined inSection 12.6 ), except for Article 10 and Section 12.6, which shall be effective as of the Execution Date . PDL and [COMPANY] aresometimes referred to herein individually as a and collectively as the RECITALS WHEREAS, PDL is a biotechnology company engaged in the research and development of antibodies in order todevelop and commercialize antibody - based products based on or incorporating such antibodies ; WHEREAS, PDL has generated and is developing antibodies that bind to CS1 ( the ), including antibodiesknown as and ; WHEREAS, [COMPANY] is a worldwide, research - based pharmaceutical company, engaged in the discovery, development, manufacturing and marketing of new therapies and treatment programs ; WHEREAS, [COMPANY] and PDL desire to collaborate in the development of certain CS1 antibodies, including HuLuc63,all on the terms and conditions set forth below ; WHEREAS, [COMPANY] desires to receive an option to collaborate with PDL with respect to other CS1 antibodies, including PDL-241, all on the terms and conditions set forth below ; WHEREAS, [COMPANY] desires to obtain exclusive rights to commercialize and distribute such products throughout theworld, and PDL is willing to provide [COMPANY] with such rights, all on the terms and conditions set forth below ; and NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein andother good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intendingto be legally bound, agree as follows : 2 1