definiens: ) is entered into as of the ( as hereinafter defined ) by and be tween BYK GULDEN LOMBERG CHEMISCHE FABRIK GMBH, with offices at Byk - Gulden - Strasse 2, D-78467 Kon stanz, Germany ( ) and GPC BIOTECH AG, with offices at Fraunhoferstrasse 20, D-82152 Mar tinsried / Munich, Germany ( ) . Each of BG and GPC may be referred to herein as a or, collectively, as the RECITALS WHEREAS, GPC owns rights to certain know how, trade secret s, patents and patent applications relating to genomic and proteomic technology ( as further def ined herein, ) ; WHEREAS, BG is interested in establishing, through its Aff iliate, Altana Inc. ( ), a genomics and proteomic facility ( the ) with a b road technology platform developed by BG and/or lic ensed from Third Parties which technology platform shall include specific elements of technology owned by GP C as further defined herein ( the GPC technology is defin ed herein as and ) ; WHEREAS, GPC is willing to grant certain rights to the GPC Platform and certain other technology to BG and to assist BG in establishing the Genomics Ce nter on the terms set forth herein ; WHEREAS, GPC and BG desire to enter into target discovery collaborations ( the ) using the GPC Platform ( as defined herein ) under which GP C and BG will identify and validate targets and BG will obtain rights to commercialize Products ( as defined herein ) directed to or based on such targets ; and WHEREAS, concurrently with the execution of this Agreement, GPC, through its Affiliate, GPC Biotech, Inc., and BG, through Altana, have entered into a s ublease regarding space leased by GPC at 610 Lincol n Street, Waltham, Massachusetts ( the ) and a Servi ces Agreement pursuant to which GPC, through its Affiliate, GPC Biotech, Inc., will provide certain services to BG and/or to Altana in connection with the establishment of the Genomics Center ( the and together with the Sublease, the )