definiens: as defined b elow ) and licensed to [COMPANY] certain intellectual property, pursuant to that certain Intellectual Property Lice nse and Assignment Agreement ( the ) dated as of October 26, 2007 ( the ), as amended by that Amendment No.1 effective as o f August 21, 2008 ; and WHEREAS, [COMPANY] and [COMPANY] now desire to amend and restate the Original Agreement in the manner provided in this Restated Agreement and, in connect ion therewith and as a condition precedent thereto, to enter into : ( i ) that certain Series A Convertible Preferr ed Stock Issuance Agreement, ( ii ) an Amended and Re stated Voting Agreement, and ( iii ) Amendment No . 4 to Ilyp sa ’s Investor Rights Agreement ( which, together wit h certain other ancillary documents executed in conne ction with such transaction, collectively constitut e the )