definiens: ( as defined in Paragraph 1.1 below ) ; WIlERI£AS, Licensor owns certain patents, pending patent applications and Know - how ( as defined in Paragraph 1.4 ) related to the Products and methods, these patcnts and pending applications listed in the attached Schedule 1,5, and Licensor is willing to license snch patents, pending applications and Know"how to Licensce cxclusivGly and in accordance with the tcrms of this Agreement ; Vt'HEREAS, Liecnsor has also devGloped certain trademarks related to the Products and owns certain trademark registrations and pending trademark applications as listed in the attached Schedule I,(j, and Licensor is willing to lieensc such trademarKs including the trademark registrations and pending applications in accordance with the tcnns of the Trademark License Agreement attached hereto as Exhibit A ; WHEREAS, Licensee desires to obtain an exclusive, worldwid e, royalty - bearing licensc from Licen80r under all of those certain patents, patent applications, Know - how, Product ImPTovements ( as defined in Paragraph 1.3 ), trademarks, and trademark applications relating to the development, manufactur e, sale and use of the Products and Licensed : .>.1ethods ( as defined in Paragraph 1.2 )