definiens: ; capitalized terms not otherwise defined herein shal l the respective meanings assigned to such terms in the Merger Agreement ) ; WHEREAS, Parent and Company entered into a License Agreement dated as of July 16, 2015 ( as amended, the ) ; WHEREAS, Buyer, Parent and the Company first amende d the Merger Agreement pursuant to that certain First Amendment to Agreement and Plan of Merger dated as of December 14, 2015 ; WHEREAS, Buyer, Parent and the Company also amended the Merger Agreement pursuant to that certain Second Amendment to Agreement and Plan of Merger dated as of September 27, 2018 ; WHEREAS, pursuant to Section 12.6(c ) of the Merger Agreement, the Merger Agreement may be amended by Buyer, Parent and the Company ; WHEREAS, pursuant to Section 9.9 of the License Agr eement, the License Agreement may be amended by Buyer, Parent and the Company ; and WHEREAS, Buyer has provided its written consent to Parent ’s termination of the University Licenses and, in connection therewith, the Parties desire to further amend the Merger Agreement and to amend the License Agreement as set forth herein