definiens: ( as further defined in the HDC License Agreement ) to SPM for use in the Field of Use ( asdefined in the HDC License Agreement ) for development of breast cancer Product(s ) ) ( the ) ; and WHEREAS, SPM entered into a Sponsored Research Agreement ( the ) datedMay 1, 2009 with The University of Texas, M.D. Anderson Cancer Center ( ), a member institution of TheUniversity of Texas System, pursuant to which MD Anderson and SPM agreed to undertake a Research Project ( asdefined in said Sponsored Research Agreement, relevant portions of which are attached hereto as Exhibit C ) to develop astatistical database ( the ) including clinical and genomic information using gene expression data, tissuebiopsies and related patient historical information of breast cancer patients, which Database would be exclusively ownedby MD Anderson, but would be available for use by SPM for the development of Product(s ) ; and WHEREAS, Quest Diagnostics is a provider of reference laboratory diagnostic services providing diagnosticand / or prognostic technology, know - how and information to patients and their caregivers ; and WHEREAS, concurrently with the execution of this Agreement, SPM, HDC and QUEST will enter into a licenseagreement ( the ) to sublicense the Development Technology to QUEST for use in the Field(as that term is defined herein ) ; and WHEREAS, SPM, HDC and QUEST desire to enter into this Agreement to develop information to be included inthe Database, to enable Quest to develop Product(s ) ( as defined herein ) and to validate such Product(s ) forcommercialization