definiens: as defined by the Option Agreement;WHEREAS, [COMPANY] U.S. will assign to Alpine all of [COMPANY] U.S. ’s rights and obligations ( including intellectualproperty rights ) under the Option Agreement with respect to the GI-6300 Program outside the United States, whichassignment will be effective immediately prior to the GI-6300 Effective Date ; provided that [COMPANY] U.S. will retain allrights and obligations ( including intellectual property rights ) under the Option Agreement with respect to the GI-6300Program inside the United States;WHEREAS, pursuant to Section 4.1.5(a ) of the Option Agreement, [COMPANY], at any time, is entitled to exercisean option to take a license with respect to the GI-6300 Program, including GI-6301, under certain terms;WHEREAS, [COMPANY] desires to take a license under the GI-6300 Program under new and different terms;WHEREAS, [COMPANY] is willing to agree to the terms for the new license, subject to [COMPANY] making anupfront license payment to [COMPANY] ; and [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities andExchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended