definiens: as defined below ) to develop a Formulation ( as defined below ) by applying the Flamel Micropump Technology to Carvedilol ( as defined below and referred to in the Feasibility Agreement the ) ; WHEREAS, Flamel is the owner of all right, title and interest in, or otherwise controls, certain Flamel Patent Rights ( as defined below ) and Flamel Know -How ( as def ined below ) relating to the use of the Flamel Micropump Technology ; WHEREAS, [COMPANY] desires to obtain from Flamel an exclusive license under the Flamel Patent Rights and Flamel Know -How to discover, develop, make, have made, use, market, offer to sell, sell and import the Product ( as defined below ) ; and WHEREAS, Flamel desires to grant to [COMPANY], an exclusive license throughout the world under this Agreement to discover, develop, make, have made, use, market, sell, offer to sell and import the Product throughout the world under the aforesaid Flamel Patent Rights and Flamel Know -How