Common use of BACKGROUND RECITALS Clause in Contracts

BACKGROUND RECITALS. 1.1 MPI is experienced in the manufacture and supply of fluorescent dyes. 1.2 MPI and IIPH are AFFILIATES (as defined below) of Invitrogen Corporation. 1.3 IIPH has acquired rights to license the intellectual property owned by MPI related to the use or sale of fluorescent dyes and their conjugates in kits and for services. 1.4 SINGULEX is experienced in the development of kits and services. 1.5 SINGULEX wishes to obtain from MPI certain materials that are fluorescent dyes, and wishes to obtain a license from IIPH to use such materials and related intellectual property to develop products for sale in SINGULEX kits and use in SINGULEX services. 1.6 MPI is willing to provide SINGULEX’s requirements for such materials and IIPH is willing to license such use, under the terms and conditions defined herein. 1.7 Capitalized words and phrases are defined, for purposes of this AGREEMENT, where they first appear or as set forth in Article 2. 1.8 MPI, IIPH, and SINGULEX (each a “Party”, jointly the “Parties”), in consideration of the premises and of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, agree to the terms and conditions herein.