Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this [Section 3.04] shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this [Section 3.04] for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof).

Delay of Development Services. Forty Seven may delay the commencement of any part of the Development Services of a Project Plan upon written notice to Lonza. If Forty Seven delays the commencement of any part of the Development Services for any reason; # which is not arising from an agreed technical or scientific concern regarding the Product and # such delay impacts the commencement of any or all of the Development Services for Forty Seven, then this shall be deemed a cancellation in accordance with the provisions of Clause 6.5 (b)(i) below, and Forty Seven shall pay Lonza a cancellation fee equal to ​ of the Price of those Development Services for which Lonza was to perform for such Project Plan in the ​ period following such request to delay commencement of the Development Services.

Delay and Suspension Rights. Notwithstanding any other provision of this Agreement, [[Organization A:Organization]] may # delay filing or effectiveness of a Registration Statement (or any amendment thereto) or # suspend the Holders’ use of any prospectus that is a part of a Registration Statement upon written notice to the Holders (provided that in no event shall such notice contain any material non-public information regarding [[Organization A:Organization]]) (in which event the Holders shall discontinue sales of Registrable Securities pursuant to such Registration Statement but may settle any then-contracted sales of Registrable Securities), if the Board determines # that such delay or suspension is in the best interest of [[Organization A:Organization]] and its stockholders generally due to a pending financing or other transaction involving [[Organization A:Organization]], including a proposed sale of Common Stock pursuant to a Registration Statement, # that such registration or offering would render [[Organization A:Organization]] unable to comply with applicable securities Laws or # that such registration or offering would require disclosure of material information that [[Organization A:Organization]] has a bona fide business purpose for preserving as confidential (any such period, a “Suspension Period”). However, in no event shall any Suspension Periods collectively exceed an aggregate of 90 days in any 12-month period except that any day during the Suspension Period on which Rule 144 is available to the Holder shall not count for such 90 day calculation.

Notwithstanding anything contained in this Plan to the contrary, if a Non-Employee Director is deemed by the Company at the time of the Non-Employee Director’s “separation from service” to be a “specified employee,” each within the meaning of section 409A of the Code, any compensation or benefits subject to section 409A of the Code to which the Non-Employee Director becomes entitled under this Plan (or any agreement or plan referenced in this Plan) in connection with such separation shall not be made or commence until the first day of the month immediately following the date that is six (6) months after the Non-Employee Director’s “separation from service” (or the Non-Employee Director’s death, if earlier). Such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Non-Employee Director, including (without limitation) the additional twenty percent (20%) tax for which the Non-Employee Director would otherwise be liable under [section 409A(a)(1)(B)] of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any compensation or benefits which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this Section 17 shall be paid to the Non-Employee Director or his or her beneficiary in one lump sum.

SECTION # SOURCE OF PAYMENTS; NATURE OF INTEREST 17

Adjustment for Excusable Delay. In the event of an Excusable Delay (and upon acknowledgement in writing by Customer), there shall be an equitable adjustment to the time of delivery set forth herein insofar as such Excusable Delay affects such specified time of delivery provided that any such equitable adjustment shall be without prejudice to Customer’s right to terminate this Contract pursuant to Article 17.2. If the Excusable Delay is caused by the Customer, there shall also be an equitable adjustment in the Contract Price ​.

Delay in Substantial Completion. Notwithstanding anything to the contrary contained in the Lease, if the Substantial Completion Date is delayed by reason of Tenant Delay, the Substantial Completion Date shall be the date the Base Building Improvements would have been Substantially Complete absent any Tenant Delay. “Tenant Delay” shall mean any delay that Landlord encounters in the performance of Landlord’s obligations under this Agreement or the Lease to construct the Base Building Improvements because of any act, neglect, failure or omission of any nature by Tenant, any employees of Tenants, or any of Tenant’s Agents, including, but not limited to # delay by Tenant in the submission of information or the giving of authorizations or approvals or the performance of any other obligations of Tenant under this Agreement or the Lease, and # any entry onto the Project by Tenant or Tenant’s Agents, which delays Substantial Completion of the Base Building Improvements. Tenant shall reimburse Landlord for any and all additional costs incurred by Landlord arising out of or in any way related to the Tenant Delays and Tenant hereby releases Landlord from and against any and all liability for the delay in the Substantial Completion Date arising out of or in any way related to such Tenant Delays.

Delay for Specified Employee. Notwithstanding anything in the Plan or any agreement implementing the terms of the Plan, if at the time of the Officer’s Separation from Service, the Officer is a Specified Employee, then any Payments that are considered deferred compensation under Code Section 409A and that are payable within six (6) months of the Officer’s Separation from Service, will become payable on the first payroll date that occurs after the date that is six (6) months after the Officer’s Separation from Service or, if earlier, upon the Officer’s death.

Delay of Distributions--General. Any Plan provision to the contrary notwithstanding, the Company may delay making a distribution under the Plan, in whole or in part, if # the Company reasonably anticipates that making the distribution will violate federal securities laws or other applicable law; provided that such delayed distribution shall be made at the earliest date at which the Company reasonably anticipates that making the distribution will not cause such violation, or # such other events or conditions occur to permit the Company to delay distributions, as may be prescribed pursuant to Code Section 409A.

Discretionary Acceleration or Delay of Payments. To the extent permitted by Section 409A of the Code and the treasury regulations promulgated thereunder, the Committee may, in its sole discretion, accelerate or delay the time or schedule of a payment under this Plan.