definiens: ), effective as of the Effective Date ( as defined below ), is entered intobetween [COMPANY] Mayflower Holdings, LLC, a Delaware corporation ( ), and [COMPANY], Inc., a Delaware corporation ( ) . Each of Seller and Buyer are referred to herein as a and together as the RECITALSWHEREAS, Seller and Buyer entered into a License Agreement, effective as of March 28, 2002, as amended, terminatedas of the Closing Date ( the ) ; WHEREAS, Buyer and Seller have entered into an Asset Purchase Agreement, dated as of October 28, 2010 ( the ), for the sale by Seller, and the purchase by Buyer, of the Purchased Assets on the Closing Date ( each as defined in the APA);andWHEREAS, as a condition to the Closing ( as defined in the APA ) under the APA, Buyer will grant to Seller certainlicenses and Seller will grant to Buyer certain licenses, subject to the terms and conditions set forth herein