[Section 9.5.2] of the Agreement is hereby amended by appending the following to the end thereof: “Novartis hereby acknowledges and agrees that Surface has not granted to Novartis any licenses or rights under the Surface Technology to Research, Develop, Manufacture or Commercialize any Adimab Diagnostic Product (as defined in the Adimab Agreement) for a Licensed Target other than solely for the purposes of Research, Development or Commercialization of therapeutic or prophylactic Licensed Products that Specifically Binds to such Licensed Target in accordance with the terms and conditions of this Agreement.”

[Section 9.1] of the CFA is hereby deleted in its entirety and replaced with the following:

[Section 9.01] of the Loan Agreement is hereby amended by deleting the last sentence of [Section 9.01] in its entirety and inserting in lieu thereof a new last sentence reading in its entirety as follows:

[Section 9.11(a)(i)] of the Loan Agreement is hereby amended by deleting [Section 9.11(a)(i)] in its entirety and inserting in lieu thereof a new [Section 9.11(a)(i)] reading in its entirety as follows:

[Section 9.11(b)(iv)] of the Loan Agreement is hereby amended by deleting [Section 9.11(b)(iv)] in its entirety and inserting in lieu thereof a new [Section 9.11(b)(iv)] reading in its entirety as follows:

[Section 9.5]. (Reporting) of the Agreement is deleted and replaced in its entirety with the following:

[Section 9.4] (Application of Payments and Proceeds). [Section 9.4] of the Loan Agreement hereby is amended and restated in its entirety to read as follows:

[Section 9.1] of the Existing Base Indenture is hereby amended by deleting the first full sentence thereof and replacing it with the following:

[Section 9.01]. [Section 9.01(b)(ii)] of the Credit Agreement is hereby amended to read as follows:

[Section 9.1(c)] of the Shelf Agreement is hereby amended by # deleting the word “and” at the end of clause (ii) thereof and inserting a comma in lieu thereof, and # inserting the following at the end of [Section 9.1(c)]: