definiens: ), Technical Information ( ( defined below ) an d Materials ( defined below ) ( collectively ), along with patent rights thereon as described i n the Patent Rights ( defined below ) ; WHEREAS, CMC ICOS desires to collaborate with Colla borator to co - develop products using the CHEF1 Technology, and for such purposes, is willing to pr ovide certain CHEF1 Technology and grant certain ri ghts to Collaborator, each only as set forth herein to faci litate such development ; WHEREAS, Collaborator has the requisite skill and . owns or controls the necessary rights in proteins o f interest to collaborate with CMC ICOS to use CHEF1 Technology to determine whether it is suitable to m ake research quantities of protein products as describe d below ; WHEREAS, the parties desire the convenience and sec urity of a collaborative relationship in which Collaborator has an option to continue the collabor ation and obtain a commercial license to use CHEF1 Technology