definiens: , as further defined in the Services Agreement);WHEREAS, the Parties entered into the First Amendment to the Services Agreement effectiveDecember 21, 2017 ( the ) to provide for Atara ’s [ * ] of certain Services atManufacturer ’s facility;WHEREAS, the Original Services Agreement, as amended by the First Amendment, is referredto in this Amended and Restated Second Amendment as the ; andWHEREAS, as of May 4, 2018 ( the ), the Parties enteredinto the Second Amendment to the Services Agreement ( the ) to furtherrevise certain terms of the Services Agreement;WHEREAS, the Parties have agreed to amend and restate the Second Amendment in its entiretyto revise certain other terms of the Services Agreement as of the Amended and Restated SecondAmendment Effective Date ; andWHEREAS, Section 15.7 of the Services Agreement provides that the Services Agreement mayonly be modified by a writing signed by authorized representatives of each Party