definiens: shall mean the United States patents listed in the schedule to that certain letter agreement, dated August 3, 2006, regarding “ Amendment to License Agreement dated June 8, 2004, by and between [COMPANY] Corporation an d [COMPANY], Inc, ” and all divisions, continuations, reissues, renewals, extensions, supplementary protection certificates, utility models and the like of any such United States patents, and the foreign equivalents thereof . ” 2 . The reference to in Section 1.8 of the License Agreement is hereby amended to be a reference to 3 . Section 2.1 of the License Agreement is hereby amended and restated in its entirety as follows : 1 “ [COMPANY] License Grant . [COMPANY] hereby grants to SynthR x effective as of the Effective Date an exclusive license ( with the right to grant sublicenses ) under the [COMPANY] Patent Rights to research, develop, use, manufacture, have manufactured, sell, offer to sell, have sold and import Licensed Products ( including OptiVax ), in each case in the Territory and in the Field . In addition, if [COMPANY] owns or controls any patent or patent application that covers a Product for use in the Field and in the Territory ( the ), and provided that [COMPANY] has the right to grant a license under the Other Patent Rights, then the [COMPANY] Patent Rights shall also include the Other Patent Rights . ” 4 . In addition, for consistency, all references in the License Agreement to will be deemed to be references to 5 . The opening clause of Section 3.1 of the License Agreement is hereby amended by repla cing the words with “ as is reasonably necessary for the development and commercialization of FLOCOR, the Anti -Infectives and/or OptiVax . ” 6 . Section 4.2(a)(i ) of the License Agreement is hereby amended and restated in its entirety as follows : “ A $ 2,000,000 payment for the first Major Market Country in which Regulatory Approval is obtained, upon securing the first commercial sale due to such approval . ” 7 . Section 4.3.7 of the License Agreement is hereby amended and restated in its en tirety as follows : “ With respect to each sublicense of [COMPANY] Patent Rights, [COMPANY], in its sole discretion, may elect, as an alternative to, and in lieu of, the payment of milestones ( Section 4.2 ) and royalties ( Section 4.3 ) in respect of the sale of any Licensed Product by such sublicensee, to pay [COMPANY] an amount equal to 20 % of any sublicensing income received by [COMPANY] from any third party within 30 days after receipt thereof . Sublicense income includes all payments received by [COMPANY] in consideratio n of any sublicense of the rights granted to [COMPANY] by [COMPANY] pursuant to Section 2.1 hereof, including, without limitation, license fees, royalties, milestone payments, license maintenance fees and strategic alliance payments, whether in cash, equity or o ther property, with the payment by [COMPANY] to [COMPANY] to be in the same form as the payment received by [COMPANY] . ” 8 . Section 6.3(b ) of the License Agreement is hereby amended and restated in its entirety as follows : “ ( b ) In the event [COMPANY] elects not to initiate and prosecute an action as provided in paragraph ( a ), and [COMPANY] elects to do so, the costs of any course of action to terminate infringement of any of the [COMPANY] Patent Rights, including the costs of any legal action commenced shall be borne solely by [COMPANY] . ” 2 9 . Section 8.5 of the License Agreement is hereby amended and restated in its entirety as follows : “ Applicable Law . This Agreement shall be governed by and construed in accordance with the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California . ” In addition, for consistency, Section 8.6 of the License Agreement is amended by replacing the word with 10 . As of the Amendment Date, and assuming the passage of time and/or the giving of notice, ( i ) to [COMPANY] ’s knowledge, [COMPANY] is not in breach of or default under any provision of the License Agreement or, ( ii ) in the event of any such breach or default, [COMPANY] hereby waives the o ccurrence of and events underlying such breach or default ( whether known or unknown and whether contingent or otherwise ) . [COMPANY] has not and will not exercise its rights to file for or maintain any [COMPANY] Patent Right that, as of the Amendment Date, [COMPANY] has not pursued or that [COMPANY] has abandoned