definiens: ) . WITNESSETH WHEREAS, SGI Controls ( as defined below ) intellectual prop erty rights relating to certain technology useful for linking certain proprietary cytotoxic compounds to other molecules, such as antibodies capable of directing such cytotoxic compounds to specific tissues and/or cells ; WHEREAS, [COMPANY] is engaged in research and development of biopharmaceutical products, including certain monoclonal antibodies and Controls intellectual pro perty rights relating to certain technology useful for generating monoclonal antibodies and to the monoclo nal antibodies so generated ; WHEREAS, SGI and [COMPANY] are currently parties to the Prior Agreement ( as defined below ) pursuant to which they are conducting a research and development prog ram relating to antibodies that bind specifically t o Tissue Factor ( as defined below ) together with SGI ’s propr ietary cytotoxic compound and linker technology ; WHEREAS, pursuant to the Prior Agreement, [COMPANY] has the r ight to obtain an exclusive ( subject to SGI ’s right to opt - in to co - development and co - commercial ization ) worldwide license under SGI ’s patent right s and know - how related to SGI ’s proprietary cytotoxic com pound and linker technology to develop and commerci alize Licensed Products ( as defined below ) ; WHEREAS, SGI wishes to grant to [COMPANY] such license ; WHEREAS, SGI wishes to obtain a right to opt - in to co - deve lop and co - commercialize with [COMPANY] such Licensed Products ; and WHEREAS, [COMPANY] wishes to grant to SGI such opt - in right