definiens: shall mean sales of the Product du ring influenza season, excluding purchases and stoc kpiling by governmental or regulatory authorities and Third Pa rties for pandemic planning . ” 4 . Section 4 . Representations and Warranties Each party hereby represents and warrants : ( a ) such party is duly organized and validly existing under the laws of the state of its incorporation and has fully corpor ate power and authority to enter into this Amendmen t No . 3 and to carry out the provisions hereof ; ( b ) such party is duly authorized to execute and deliver this Amen dment No . 3 and to perform its obligations hereunder ; ( c ) this Amendment No . 3, and the Agreement as amended hereb y, is a legal and valid obligation binding upon it and is e nforceable in accordance with its terms ; ( d ) the ex ecution, delivery and performance of this Amendment No . 3 by it does not conflict with any agreement, instrumen t or understanding, oral or written, to which it is a pa rty or by which it may be bound and does not violat e any law or regulation or any court, governmental body or admin istrative or other agency having authority over it