definiens: ) . RECITALS : WHEREAS, Lexicon holds a license from GenPharm International Inc. ( ) under certain Patent Rights ( as defined herein ) relating to the use of in gene targeting for the generation of transgenic and knock - out mice, and has the right to grant sublicenses under said Patent Rights ; and WHEREAS, [COMPANY] desires to obtain from Lexicon, and Lexicon desires to grant to [COMPANY], a sublicense under the Patent Rights in the Field of Use upon the ternlS and conditions hereinafter set forth ; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows : 1 . Definitions . For the purposes of this Agreement, the following words and phrases shall have the following meanings : 1.1 shall mean a principal investigator, employed by a university or other not - for - profit academic research institution, who is performing collaborative research with or sponsored research for [COMPANY] involving use of a Mutant Mouse or Progeny _ 1.2 shall mean any Third Party that enters into an agreement with [COMPANY] providing for the performance of services for [COMPANY], on a fee - for - service basis, relating to the breeding, analysis, preservation or nlaintenance1!!l of Mutant Mice or Progeny _ 1.3 shall mean ( i ) the generation and development of Mutant Mice by [COMPANY] at its internal research facilities and ( ii ) the use of Mutant Mice and Progeny, including the breeding thereof, by [COMPANY] and, subject to the terms and conditions of Sections 2.2 and 2.3, by [COMPANY] 's Academic Collaborators and Contract Service Providers, at the internal research facilities of [COMPANY], such Academic Collaborators or Contract Service Providers, in each case for research purposes only, including research directed toward the discovery, development and commercialization of human therapeutic and diagnostic products . The Field of Use shall specifically exclude ( i ) the development of a library of mouse embryonic stem cells, ( ii ) the sale, lease or other transfer for consideration of any Mutant Mouse or Progeny, ( iii ) the use of any Mutant 1 Mouse or Progeny for consideration ( including, without limitation, use of any Mutant Mouse or Progeny in contract testing services ) and ( i v ) the generation, development, manufacture or importation of any Mutant Mouse or Progeny for any of the foregoing . The Field of Use shall further exclude the generation, development and use of ( i ) any transgenic mouse containing unrearranged human immunoglobulin DNA or inactivated murine immunoglobulin DNA, ( ii ) any mouse as a model for Alzheimer 's disease based upon p­amyloid precursor protein coded for by the App gene or mutated fonns thereof, ( iii ) any immunomodified mouse model for the study of transplanted human cells or ( iv ) any transgenic immunomodified mouse for use in studies of human allergenicity of non­therapeutic proteins or peptides and in research directed toward the development of non­therapeutic proteins or peptides that demonstrate a reduction in human allergenicity ( for purposes of which, shall mean proteins or peptides for use in cosmetic, cleaning and other non - therapeutic consumer products )