definiens: ( the as further defined below ) ; WHEREAS, CYTOVIA has granted rights for Commercialization ( as defined below ) of the Product outside the Territory ( as defined below ) ; WHEREAS, CYTOVIA desires to grant a license to Commercialize the Product in the Field ( as defined below ) in the Territory to an entity having the necessary experience, infrastructure and financial resourc es to engage in such activity ; WHEREAS, PINT, by itself or through its Affiliates, is a pharmaceutical company operating in each country of the Territory, and represents that is a reputable and well -established company, having particular expertise, exper ience, skils, infrastructure and appropriately qualified personnel to operate as a pharmaceutical distributor of oncology products in the Territory ; WHEREAS, PINT has concluded and represented to CYTOVIA that it is ready and able to Commercialize ( as defined below ) the Product in the Field in the Territory as long as PINT has also either obtained the license and/or the distribution rights for IL -2 or IL -2 is otherwise made commercially available by a Third Party ( as defined below ) in the Territory