definiens: ), which is part of Licensed Patent Property ( ( defined below ), WHEREAS, the Institution has transferred to the Inventor a ll of the Institution ’s right, title, and interest in and to the Licensed Patent Property ( su bject to certain noncommercial applications, specif ied below ), by an Agreement for the Reassignment of Intellectua l Property, with a last - signed date of August 16, 2 000, WHEREAS, the Inventor has granted the Licensor the exclusi ve license, throughout the world ( except the People ’s Republic of China ) to make, use, and s ell products embodying the inventions described in the ’ 706 Patent and Taiwan Patent No . 108,931, entitled issued on Novemb er 11, 1999, WHEREAS, Licensor has developed certain Licensor Know - How ( as hereinafter defined ), WHEREAS, by operation of this exclusive license, Licensor is the sole and exclusive licensee of the entire right, title and interest in the ’ 706 Patent within the Licensee Territory ( defined below ) and Licensor Know - How claimed in the ’ 706 Patent, WHEREAS, effective November 7, 2005 ( the ), Licensor and Keryx Biopharmaceuticals, Inc. ( Licensee ’s predecessor - in -interest ) entered into an Original License Agreeme nt ( ), as amended and rest ated by the Amended and Restated Licensed Agreement with an effective date of March 17, 2008 ( the ), under which Keryx Biopharmaceutical s, Inc. obtained an exclusive license under such Licen sor Patent Property and Licensor Know - How to develo p, have developed, make, have made, use, have used, offer t o sell, sell, have sold, import and export the Comp ound and Product in the Licensee Territory ( as hereinafter d efined ), Execution Version WHEREAS, Licensor is the assignee and/or owner of the enti re right, title and interest in the remaining assets that fall within the scope of the Licensor Patent Rights and Licensor Know - How