definiens: as defined in Clause 1.1 of the Licence Agreement is hereby amended and restated as follows : “ Licensed Technology means Intellectual Property, Patents and Know - how r elating to each technology licensed by UCLB to the Licensee under any License Addendum to this Agreement, ” 3 . Warranties . Each Party hereby warrants to the other Party as follows : ( a ) it has the full corporate power and authority t o enter into and deliver this Amendment and to perform and consummate the transactions contemplate d hereby ; ( b ) all corporate acts and other proceedings requir ed to be taken to authorize such execution, deliver y, and consummation have been duly and properly taken and obtained ; ( c ) this Amendment has been duly executed and deliv ered by such Party and constitutes a legal, valid, and binding obligation of such Party, enforceable a gainst such Party in accordance with its terms, exc ept as such enforceability may be limited by applicable in solvency and other laws affecting creditor ’s rights generally or by the availability of equitable remed ies ; and ( d ) except as expressly amended by this Amendment, the Agreement is in full force and effect in accordance with its terms and, to each Party ’s know ledge, there exists no breaches, defaults or events which would ( with the giving of notice, the passage of ti me or both ) give rise to a breach, default, or othe r right to terminate or modify the Agreement