definiens: , as defined below ) ; AND WHEREAS, [COMPANY] has certain agreements with third party contractorsto manufacture the OTC Products in accordance with specifications established byBioChemics ; AND WHEREAS, pursuant to a License Agreement, dated as of February 1, 2003,by and between VAP and [COMPANY] ( the ), VAP has anexclusive, perpetual and worldwide license to commercialize, market and sell theOTC Products ; AND WHEREAS, pursuant to the License Agreement, [COMPANY] retains allrights with respect to the manufacturing and development of the OTC Products ; WHEREAS, VAP and [COMPANY] desire to formalize the terms and conditionsunder which [COMPANY] will develop and have manufactured the OTC Products forVAP, NOW, THEREFORE, in consideration of the foregoing and of the mutual covenantsand conditions herein contained, VAP and [COMPANY] agree as follows : ARTICLE 1 - DEFINITIONS 1.1