definiens: ) ; WHEREAS, certain Biological Materials ( as defined below ) were developed in the laboratory of [ * * * ] ( ) at Fred Hutch ; WHEREAS, Fred Hutch owns certain intellectual pro perty rights in such innovations as listed in this Agreement, which it desires to make available for development and commercialization ; WHEREAS, Company desires that Fred Hutch grant it a non -exclusive license under such Biological Materials ; WHEREAS, Company has represented to Fred Hutch, to induce Fred Hutch to enter into this Agreement, that Company has the desire, expertise and knowledge to develop, produce, market and sell the Developed Product and that it will commit itself to use commercially reaso nable efforts to develop and commercialize a program such that public benefit from the Developed Product will result ; and WHEREAS, Fred Hutch, a nonprofit corporation exempt from federal income taxation under Section 501(c)(3 ) of the Internal Revenue Code of 1986, as amended, organized and operated exclusively for charitable, scientific and educational purposes, has determined that this Agreement is in furtherance of its mission