Adjustments and Modifications. In the event of a Change in Capitalization, an appropriate and proportionate equitable adjustment shall be made in accordance with Section 6 of the Plan in the number of Restricted Stock Units subject to this Agreement. The Company will make cash payments in settlement of any fractional shares at the time the shares of Common Stock are issued. This Agreement may also be modified, in the discretion of the Committee, both with regard to the Vesting Schedule attached as [Exhibit A] hereto and termination, by leaves of absence, changes from full to part time employment, partial disability or other changes in Employee’s status.

MODIFICATIONS AND WAIVER. Except as provided in Clause 17 hereof with respect to changes in applicable law which broaden or narrow the right of the Director to be indemnified by the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No delay in exercise or non-exercise by the Company of any right under this Agreement shall operate as a current or future waiver by it as to its same or different rights under this Agreement or otherwise.

Modifications, Waivers, Consents. To the extent the terms of any Loan in which Participant has purchased a Participation Interest is modified or amended, the Master Servicer shall notify Farmer Mac with respect to such Loan and, to the extent information called for in a Loan Setup File has changed, provide Farmer Mac a modified Loan Setup File no later than the fifth Business Day following the effective date of such modification or amendment.

No Oral Modifications. This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto.

No Other Modifications. Except as specifically modified by this Amendment, the terms and conditions of the Product Agreement including, without limitation, all other terms and conditions included in each of the amended Schedules, and the MSA, shall remain unchanged.

No Other Modifications. All other terms and conditions of the Lease shall continue to remain in full force and effect, notwithstanding this Amendment.

Limitation of Modifications. The modifications effected in this letter agreement shall be limited precisely as written and shall not be deemed to be # an amendment, consent, waiver or other modification of any other terms or conditions of the Agreement or any other document related to the Agreement, or # a consent to any future amendment, consent, waiver or other modification. Except as expressly set forth in this letter agreement, each of the Agreement and the documents related to the Agreement shall continue in full force and effect. The parties hereto acknowledge and agree that this letter agreement constitutes a Transaction Document.

Amendments and Modifications. This Agreement may be amended or modified only by a writing signed by the Company and Executive, which makes specific reference to this Agreement.

THIS AMENDMENT AND THE AGREEMENT AS AMENDED BY THIS AMENDMENT SET FORTH THE ENTIRE AGREEMENT AND UNDERSTANDING OF LILLY AND ​ WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND SUPERCEDES ALL PRIOR DISCUSSIONS, AGREEMENTS AND WRITINGS IN RELATION THERETO.

WAIVERS AND MODIFICATIONS. It is understood that this Agreement contains the entire agreement between the parties relating to the production of NANOBODY PRODUCT using the EXPRESSION SYSTEM. Neither party shall be bound by any agreement, covenants or warranties made by its agents or employees, or any other person, unless such agreements, covenants and warranties shall be reduced to writing and signed by it. The failure of either of the parties at any time or times to require performance by the other party of any provisions hereof shall in no manner affect the right of the first-mentioned party thereafter to enforce the same. The waiver by either party of any breach of any provision hereof shall never be construed to be a waiver of any succeeding breach of such provision or a waiver of the provision itself.