definiens: ) . WHEREAS, certain Biological Material ( as defined below ) was developed in research conducted by [COMPANY] researcher XXX ; WHEREAS, [COMPANY] is committed to the policy that ideas or cr eative works produced at [COMPANY] should be used for the greatest possible public benefit, a nd believes that every reasonable incentive should be provided for the prompt introduction of such ideas into publ ic use, all in a manner consistent with the public interest ; WHEREAS, Licensee desires to obtain a non - exclusive license to use the Biological Material and associated Technology Transfer Material ( as defined below ) to produce Viruses ( as defined below ) and t o use Viruses to manufacture Products for sale ; and WHEREAS, [COMPANY] desires to grant such a license to Licensee in accordance with the terms and conditions of this Agreement ; NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows : 1