definiens: ) and The Rockefeller University ( ) under the University Licensed Patents ( as defined below ) and under the Nanosizing Licensed Patents ( asdefined below ), with the right to sublicense ; WHEREAS, Marinus is desirous of obtaining a sublicense under the University Licensed Patents and theNanosizing Licensed Patents to manufacture, use, offer to sell, sell, and import Licensed Products ( as defined below)in the Field ( as defined below ) in the Territory ( as defined below ) under the terms and conditions set forth herein ; WHEREAS, Marinus and Purdue entered into that certain License Agreement dated September 14, 2004 ( the ) pursuant to which Marinus licensed, under certain terms and conditions, certain intellectual property fromPurdue including the University Patents, the Nanosizing Patents, and the GHC Licensed Patents ( as defined below ) ; WHEREAS, Marinus and Purdue entered into that certain Amendment No . 1 to License Agreement dated as ofSeptember 13, 2005 ( ) ; WHEREAS, Marinus and Purdue entered into that certain Amendment No . 2 to License Agreement dated as ofSeptember 30, 2005 ( ) ; WHEREAS, Marinus and Purdue entered into that certain Amendment No . 3 to License Agreement dated as ofMay 31, 2006 ( ) ( the First Agreement and Amendment Nos . 1 - 3 collectively, the ) ; WHEREAS, Marinus and Purdue, concurrently herewith, entered into an Agreement to Attempt to Terminatepertaining to the possible termination of the GHC Agreement ( the ) ; WHEREAS, Marinus and Purdue wish to amend, restate, or terminate certain of the licenses granted in the FirstAgreement and other terms, conditions, and obligations in the Original Agreement ; WHEREAS, Marinus is in the process of negotiating Subsequent Equity Financing ( as defined below ) ; and WHEREAS, Marinus and Purdue desire to memorialize their agreement as to the number of shares of the commonstock, par value $ 0.001 per share, of Marinus to be issued in the Subsequent Equity Financing to which Purdue shallbe entitled under this Restated Agreement