definiens: ) ; WHEREAS, Ayala and its Affiliates Control ( as defined below ) certain intellectual property rights with respect to the Compound ( asdefined below);WHEREAS, [COMPANY] wishes to have access to the Compound and certain other related materials and related intellectual property rightsin order for [COMPANY] and its Affiliates to evaluate the Compound and its possible use in the Field ( as defined below ) in combination withcertain proprietary [COMPANY] pharmaceutical products, and to obtain an option to license the Compound pursuant to and on the terms set forthin this Agreement ; andWHEREAS, in connection with the foregoing, [COMPANY] desires to obtain from Ayala, and Ayala desires to grant to [COMPANY], the right toaccess the Compound and the license option set forth herein with respect to the Compound, subject to and in accordance with the terms andconditions set forth herein