definiens: ( as that t erm is defined in the Wyeth / [COMPANY] Development Agreement ) from the definiti on of and all of the licenses and rights granted to Purch aser therein shall be deemed to include the NanoCrystal Technology . During the p eriod from execution of this Agreement to the Closing, if any, [COMPANY] shall not ta ke any actions which would prevent use of the NanoCrystal Technology to conduc t any of the activities or preclude a grant to the Acquirors of any of the rig hts or licenses contemplated by the Development Agreement with respect to the Na noCrystal Technology . The Acquirors acknowledge that [COMPANY] may, prior to or af ter the Closing, sell, license or transfer the NanoCrystal Technology inte llectual property or sell or transfer the business encompassing the NanoCrystal Technology ; provided, however, that any such sale, license or transfer sh all require any subsequent purchaser, licensee or transferee to expressly ackn owledge and abide by the obligations of this Section 8.24 and the Developmen t Agreement as it relates to the NanoCrystal Technology . Notwithstanding any oth er provision of the Development Agreement, [COMPANY] makes no representation s and warranties with respect to the commercial or technical suitability, patenta bility or intellectual property regarding or arising out of the applicatio n or use of NanoCrystal Technology, particularly with reference to a reform ulation of zaleplon . In the event of a conflict between this provision and the Development Agreement, this provision shall govern