definiens: shall mean the preliminary agreement which shall benegotiated and executed between [COMPANY] and Patheon which describes certain keyprovisions relating to the services to be provided to [COMPANY] by Patheon.2 . MODIFICATIONS TO THE AGREEMENT 2.1 Pursuant to Section 5.2.1 of the Agreement, [COMPANY] hereby exercises itsright to assume, and as of the Effective Date [COMPANY] does hereby assume, all ofGelTex 's rights and obligations under the Contracts with Patheon for theconversion and packaging of Finished Product . [COMPANY] herby assumes fullresponsibility for the testing, tableting, packaging and labeling of FinishedProduct . Notwithstanding the generality of the foregoing, [COMPANY] shall not bedeemed to have assumed any obligations, liabilities or responsibilities underthis Amendment or otherwise to the extent such obligations, liabilities orresponsibilities were due to be performed by [COMPANY] prior to the Effective Dateand are in default as of the Effective Date or any violation of any of therepresentations, warranties, covenants or agreements of [COMPANY] contained in theAgreement or this Amendment . The parties agree that, notwithstanding anything tothe contrary herein, [COMPANY] shall continue, after the Effective Date, to befully responsible under the Agreement for all Works in Progress existing as ofthe Effective Date . Works in Progress shall only include Drug Substance whichwas dispensed prior to the Effective Date and which was not released andaccepted by [COMPANY] prior to the Effective Date . Upon receipt of an invoice fromGelTex, [COMPANY] shall promptly reimburse [COMPANY] for ( a ) those external ThirdParty costs incurred by [COMPANY] in satisfying its obligations with respect to theWorks in Progress and ( b ) the fully burdened cost of [COMPANY] labor incurred byGelTex in satisfying its obligations with respect to Works in Progress