definiens: ) ( as defined in Section 1.51 ) ; WHEREAS, the TRANSFERRED COMPOUNDS include [ VTP-201227 and other cytochrome P450RAI inhibitors that are not included within the scope of this AGREEMENT ], and VITAE wishes to retain all rights to the EXCLUDED COMPOUNDS ( as defined in Section 1.16 ) ; WHEREAS, Allergan, Inc., Allergan Ligand Retinoid Therapeutics, Inc. and Ligand Pharmaceuticals Incorporated ( hereinafter, ) are parties to an Amended and Restated Technology Cross - License Agreement, dated September 24, 1997 ( hereinafter, the ) ; WHEREAS, by virtue of the LIGAND AGREEMENT, Allergan, Inc. is the exclusive, even as to LIGAND, licensee of certain patents owned by LIGAND, and by virtue of the ALLERGAN AGREEMENT, VITAE is an exclusive sublicensee of such patents ; 02286/0001 157148.3 WHEREAS, VITAE is the owner of all right, title and interest to retinoid / rexinoid compound library, drug substance, drug product, clinical and other data, and know - how relating to the TRANSFERRED COMPOUNDS, including all backups, analogs, metabolites, isomers and enantiomers thereof ; and WHEREAS, QUEST desires to obtain an exclusive license from VITAE to develop and commercialize the TRANSFERRED COMPOUNDS other than the EXCLUDED COMPOUNDS under the aforesaid patents and know - how, and VITAE is willing to grant to QUEST such a license ; NOW, THEREFORE, in consideration of the covenants and promises expressed herein, intending to be legally bound, the parties agree as follows : 1 . DEFINITIONS When used herein, the following capitalized terms shall have the meanings indicated : 1.01 shall mean the American Arbitration Association