definiens: ( as that term is defined in theWyeth / [COMPANY] Development Agreement ) from the definition of and all of the licenses and rights granted to Purchaser therein shall be deemedto include the NanoCrystal Technology . During the period from execution of thisAgreement to the Closing, if any, [COMPANY] shall not take any actions which wouldprevent use of the NanoCrystal Technology to conduct any of the activities orpreclude a grant to the Acquirors of any of the rights or licenses contemplatedby the Development Agreement with respect to the NanoCrystal Technology . TheAcquirors acknowledge that [COMPANY] may, prior to or after the Closing, sell, license or transfer the NanoCrystal Technology intellectual property or sell ortransfer the business encompassing the NanoCrystal Technology ; provided, however, that any such sale, license or transfer shall require any subsequentpurchaser, licensee or transferee to expressly acknowledge and abide by theobligations of this Section 8.24 and the Development Agreement as it relates tothe NanoCrystal Technology . Notwithstanding any other provision of theDevelopment Agreement, [COMPANY] makes no representations and warranties with respectto the commercial or technical suitability, patentability or intellectualproperty regarding or arising out of the application or use of NanoCrystalTechnology, particularly with reference to a reformulation of zaleplon . In theevent of a conflict between this provision and the Development Agreement, thisprovision shall govern