definiens: ( as defined below ), based upon which it has developed, or is engaged in developing, applications including, inter alia, digital image analysis and interpretation, biomarker discovery, and gene / gene product - based and protein - baseddiagnostic, prognostic and predictive tests ; andWHEREAS, LICENSOR owns the Licensed Technology ( as defined below ), which includes inter alia, coverage ofgenomic biomarkers related to prostate cancer, pancreatic cancer, colon cancer and other cancers as well as certaininterpretation methodologies and software associated with automated image analysis for cytogenetics and flow cytometrytesting ; andWHEREAS, LICENSEE desires to obtain, and LICENSOR is willing to grant, an exclusive license underLICENSOR ’s rights in the SVM Technology and the Licensed Technology to develop and commercialize Licensed Uses(as defined below ) for use in the Field ( as defined below ) in the Licensed Territory ( as defined below ) on the terms andconditions of this Agreement ; andWHEREAS, the parties acknowledge that an employment agreement, or such other type of agreement as isagreed upon, by and between LICENSEE and Dr. Maher Albitar ( the ) will be entered into bythem, contemporaneously with the execution and delivery of this Agreement ; andWHEREAS, the parties acknowledge that separate consulting agreements by and between LICENSEE and Drs