definiens: ( as that term is defined in the [COMPANY] Co - Exclusive License Agreement ) to [COMPANY], subject to the termsand conditions of the [COMPANY] Co - Exclusive License Agreement ; WHEREAS, pursuant to that certain Assignment Agreement made and entered into as of March 14, 2011, [COMPANY] andWhitehead have become co - owners of the MAX PLANCK PATENT RIGHTS in the US ; WHEREAS, the purpose of this Amendment is to reflect that [COMPANY] and Whitehead have become co - owners of the MAXPLANCK PATENT RIGHTS in the US and to amend the [COMPANY] Co - Exclusive License Agreement accordingly ; WHEREAS, [COMPANY] and Whitehead have the right to grant licenses under the MAX PLANCK PATENT RIGHTS in the US ; WHEREAS, [COMPANY] desires to obtain licenses with the right to grant sublicenses under the MAX PLANCK PATENTRIGHTS in the US, and [COMPANY] and Whitehead desire to grant such licenses subject to the conditions set forth herein ; NOW, THEREFORE, [COMPANY], on one hand, and each of [COMPANY], Whitehead, and MI, on the other, hereby agree as follows:1