definiens: , as defined hereinafter ) ; ii . [COMPANY] is engaged in the research, developmen t, commercialization and exploitation of processes and products in the field of amongst others diagnostics and is interested in obtaining from Licensor the e xclusive right to use and apply the Technology Right s ; iii . Licensor is willing to license to [COMPANY] the exclusive right to use and apply the Technology Ri ghts, subject to the terms and conditions set forth herei nafter ; iv . In addition to certain patent recovery and roya lty payments, [COMPANY] in return is willing to gran t Licensor the option to acquire a certain number of shares of the common stock of [COMPANY],, all as described a nd subject to the terms and conditions set forth herei nafter, NOW, THEREFORE, in consideration of the premises and the terms an d conditions contained in this Agreement and other good and valuable consideration the receipt and 3 EXCLUSIVE PATENT LICENSE PHARMASSET CONFIDENTIAL / EXECUTION COPY APRIL 24, 2003 sufficiency of which is hereby acknowledged, Licens or and [COMPANY], intending to be legally bound, hav e agreed as follows : ARTICLE 1 DEFINITIONS 1.1 Definitions . In this Agreement the capitalized words and expre ssions shall have the meanings set out in Schedule 1 hereto