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 . 13 ) ; and WHEREAS, pursuant to the Clinical Development and O ption Agreement, KKC granted AEVI the right to conduct one or more signal finding studies of the Anti - LIGHT mAb in the Field ( as defined in Section 1.39 ) and an option to obtain an exclusive license to Develop, Manufacture and Commercialize products containing Anti - LIGHT mAb in the Field at Aevi ’s el ection under the terms and conditions of this Agree ment ( the ) ; and WHEREAS, this Agreement will become fully effective in accordance with Section 2.1 of this Agreement only upon AEVI making the Plan C Election pursuant to the terms and conditions of the Clinic al Development and Option Agreement ; and WHEREAS, this Agreement will not become effective a nd be rendered null and void in accordance with Section 2.2 of this Agreement