definiens: ( as defined he rein ) by XXX ; WHEREAS, in addition to the contribution of assets to PLC, Edwards will license to PLC intellectual property and know - how and shall collab orate with PLC in the development and manufacturing of Surgical Products, subject to the terms and conditi ons of this Agreement ; WHEREAS, PLC has experience in the development and manufacturing of laser related products for medical uses and desires to develop an d manufacture Surgxxxx Xxoducts that are derived fr om the assets to be contributed by Edwards to PLC pursuant to xxxx Xgreement and the technology and know - how to be licensed from Edwards to PLC pursuant to, and su bject to the terms and conditions of this Agreement ; xxx WHEREAS, concurrently with the execution of this Ag reement, Edwards, PLC and PLC Parent shall enter into a Distribution Agreement ( t he ) that will provide for the distribution and sale by Edwards of any Surgical Pr oducts developed and manufactured pursuant to this Agreement ; NOW, THEREFORE, in consideration of the mutual agre ements and covenants contained herein and for other good and valuable consideratio n, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound her eby, the Parties hereto agree as follows : 1 ARTICLE I DEFINITIONS As used in this Agreement, the following terms shal l have the following meanings : shall have the meaning set fort h in Schedule 2.6