definiens: , as more fully defined below ), and has substantial experience and expertise in the discovery, design and development of products based on these proprietary drug delivery systems for medical applications ; WHEREAS, [COMPANY] possesses substantial resources and expertise in the development of pharmaceutical products and intends to invest resources for the commercialization and marketing of the Product under this Agreement ; WHEREAS, [COMPANY] is the owner of certain patents related to the Product and intends to maintain such patents as set forth herein ; WHEREAS, [COMPANY] wishes to grant to [COMPANY], and [COMPANY] wishes to obtain from [COMPANY], an exclusive license under the [COMPANY] Technology to market, advertise, promote, distribute, offer for sale, sell and import, the Product in the Territory for use in the Field on the terms and subject to the conditions set forth herein ; and WHEREAS, [COMPANY] wishes [COMPANY] to manufacture and [COMPANY] desires to manufacture the Product to be sold in the Territory by [COMPANY]