definiens: ( hereinafter further identified, defined and referred to as the ) ; and WHEREAS, Licensor has entered into a Lic ense Agreement ( hereinafter referred to as the ) effective Ju ne 17, 1994 between Licensor and Xxxxx Xxxxxx whereby Licensor is granted exc lusive rights under certain United States patents ( hereinafter referred to as the ) including the right in Licensor to grant non - excl usive sublicenses under the Movern Patents ; and WHEREAS, Sherwood is desirous of securing, and Licensor is willing to grant to Sherwood, a non - exclusive license to make, have made for it, use and/or sell in the hereinafter defined Licensed Territory, the Licensed Invention under said Licensed Patent Application and/or utilizing any kn ow - how heretofor developed by Licensor relating to the Licensed Invention, all upon the terms and conditions hereinafter provided