definiens: as hereinafter defined ) which relate to the HCV genome and encoded proteins ; WHEREAS, Licensee desires to be engaged in the research and development of small molecule inhibitors of the HCV genome and encoded proteins and related therapeutics for the treatment ofHCV infection, which activities fall within the scope ofthe [COMPANY] Patent Rights ( as hereinafter defined ) ; WHEREAS, Licensee wishes to obtain a license under the [COMPANY] Patent Rights for such purposes ; and WHEREAS, Chi ron is willing to grant, and has offered to grant Licensee a license under the Chi ron Patent Rights for a negotiable fully paid - up, one - time fee ; and WHEREAS, as an alternative to the arrangement whereby Licensee would secure a license under the Chi ron Patent Rights for a fully paid up one time fee, Licensee wishes to enter into an arrangement pursuant to which Licensee shall provide consideration for the license under [COMPANY] Patent Rightsby paying to [COMPANY] up - front fees, [ minimum annual royalties ], milestone and royalty payments, which payments represent [COMPANY] 's interest in the value contributed by the licensure of [COMPANY] Patent Rights to Licensee 's program(s ) for the research, development and commercialization of Identified Products, as hereinafter defined