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.

The terms and provisions of this Agreement may be modified or amended by the Administrator; provided, however, the Administrator not take any action that is considered a direct or indirect “repricing” for purposes of the stockholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the Shares are listed, including any other action that is treated as a repricing under generally accepted accounting principles. Any modification or amendment of this Agreement shall not, without the consent of the Participant, adversely affect the Participant’s rights under this Agreement.

Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by the parties hereto.

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.

CLIENT shall pay OHL for the Services hereunder pursuant to the rates set forth in Exhibit B - Rates (“Rate”), until the first anniversary of the Commencement Date. Ninety (90) days prior to each anniversary of the Commencement Date, the Parties shall enter into good faith negotiations as to the Rate for the next year of the Agreement and shall conclude said negotiations prior to the date that is thirty (30) days before the then applicable anniversary of the Commencement Date. In the event that the Parties are not able to come to agreement on the following year’s Rate, the Rate for the following year shall be adjusted according to the Consumer Price Index (CPI) Guidelines as published by the U.S. Government - reference: http://www.bls.gov/cpi/#tables. Rate adjustments made in accordance with the CPI Guidelines shall become effective on the anniversary of the Commencement Date of the Agreement.

Licensor may modify, improve, adapt and/or replace any components of the System at any time, without additional cost to Licensee providing that, within reason, such modification, improvement, adaptation or replacement does not materially degrade the performance or functionality of the System.

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.

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.

Modifications, Amendments or Waivers. With the written consent of the Requisite [[Organization A:Organization]], the Administrative Agent, acting on behalf of all the [[Organization A:Organization]], and the Borrower may from time to time enter into written agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of the [[Organization A:Organization]] or the Borrower hereunder or thereunder, or may grant written waivers or consents hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective to bind all the [[Organization A:Organization]] and the Borrower; provided, that no such agreement, waiver or consent may be made that will: