definiens: and collectively, the ) and owns the Equipment ( as defined in Section 1.1 ) ; WHEREAS, Buyer and its Affiliates are engaged in th e business of developing, manufacturing, distributing and selling pharmaceutical products ; WHEREAS, Seller desires to sell, transfer and assig n to Buyer, and Buyer desires to acquire and assume from Seller, pursuant to Section 363(b ) of t he Bankruptcy Code, the Product Technology ( as her einafter defined ) and certain other assets and liabilities p rimarily related to the Products in the Territory, all as more specifically provided and upon the terms and subjec t to the conditions set forth herein ; WHEREAS, the Board of Directors of Seller ( the ) has : ( a ) determined that this Agreement and the transactions contemplated by this Agreement and the Ancillary Agreements ( the ) are fair to and in the best interes ts of Seller and its relevant stakeholders ; and ( b ) declared it advisable to enter into this Agreement and approved the execution, delivery, and performance of this A greement and the Ancillary Agreements ; and WHEREAS, the Board of Directors of Buyer ( the ) has : ( a ) determined that this Agreement and the Transactions are fair to and in t he best interests of Buyer ; and ( b ) declared it adv isable to enter into this Agreement and approved the execution, del ivery, and performance of this Agreement and the An cillary Agreements