definiens: and collectively as the RECITALS WHEREAS, Napo Controls ( as defined below ) certain intellec tual property with respect to the Licensed Compound ( as defined below ) ; WHEREAS, Napo desires to grant certain licenses to [COMPANY], and [COMPANY] desires to obtain certain licenses from Napo, to commercialize and distribute the Licensed Compound and the Licensed Products ( as defined belo w ) in accordance with the terms and conditions set forth below ; WHEREAS, Napo currently maintains an ongoing program to ge nerate and develop new chemical entities and new pharmaceutical products for gastrointestina l indications ; WHEREAS, Napo desires to grant to [COMPANY], and [COMPANY] desires to obtain from Napo, certain rights of first negotiation with respect to such chemical entities and pharmaceutical products ; and WHEREAS, simultaneously herewith, [COMPANY] and Glenmark Pharm aceuticals Ltd. ( ) are entering into a Manufacturing and Supply Agreement, pursuant to which Glenmark will supply [COMPANY] ’s commercial supply requirements of the Licensed Compound ( the ) ; Napo and Glenmark are entering into a Fifth Amendment ( the ) to the Glenmark Agreement ( as defined below ) ; and Napo and Glenmark are entering into a l etter agreement clarifying the Glenmark Agreement ( the ) ; NOW, T HEREFORE, in consideration of the foregoing premises and th e mutual covenants contained herein and other good and valuable consideration, the rece ipt and sufficiency of which are hereby acknowledge d, the Parties, intending to be legally bound, do hereby a gree as follows : ARTICLE 1 DEFINITIONS The following terms shall have the following meanin gs as used in this Agreement : 1.1 with respect to a Party, means a merger, acquisiti on ( whether of all of the stock or all or substantially all of the assets of a Person or a ny operating or business 1 division of a Person ) or similar transaction by or with the Party, other than a Change in Control of t he Party