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.

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.

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.

Incorporation by Reference; No Other Modifications. Other than as set forth in the preceding paragraphs 1 to 5, the remainder of the 2008 Agreement shall remain unmodified in any manner, and the 2008 Agreement will be deemed to be modified, mutatis mutandis, to reflect the provisions of this Amendment. It is agreed that the payments and benefits set forth in this amendment are the sole payments and benefits to which Employee is entitled with respect to the termination of his employment with the Company.

Modifications. This Award Agreement may be modified or amended at any time, in accordance with [Section 15] of the Plan, provided that you must consent in writing to any modification that adversely alters or impairs any of your rights or obligations under this Award Agreement, unless there is an express Plan provision that permits the Committee to unilaterally make the modification.

Modifications. No term or provision contained herein may be modified, amended or waived except by written agreement or consent signed by the ​ and the Maker.

Notwithstanding the provisions of [Section 2.7], the requirements of [Section 2.7] will not apply from ​ through ​ (the “Waiver Period”) for any Borrower that Buyer has not previously purchased a Senior Loan from Seller (“New Borrower”). Buyer agrees that for each and every New Borrower that Buyer purchases a Senior Loan during the Waiver Period, the Exclusivity requirements of [Section 2.7] will never apply, unless, after the Waiver Period, Seller offers Buyer a Senior Loan for a Borrower who became a New Borrower during the Waiver Period.

The chart in [Section 2.05(f)] will have the last three lines removed, and the following added:

Modifications. No amendment or modification to this Agreement shall be effective unless made in writing.