Notwithstanding, [Section 5.2(a)] above, upon the death of a Participant prior to the entire balance of the Participant’s Post-2004 Account having been paid, the remaining unpaid balance shall be payable to the Beneficiary as soon as practicable but no later than 90 days following the Participant’s death.

Notwithstanding [Section 3.5(a)], if a service is being provided by a Provider to a Recipient hereunder through a Third Party as contemplated by Section 5.4 and such Third Party increases the costs of such service, then such increased costs (and any corresponding adjustments to Taxes payable or to be withheld in accordance with [Section 3.4]) shall be immediately passed along to such Recipient and reflected in a supplement to [Schedule A] or [Schedule B], as applicable.

Notwithstanding [Section 13.2.1], if the material breach and failure to cure otherwise meeting the termination standard set forth in [Section 13.2.1] is # ​, CytomX shall not have the right to terminate this Agreement in its entirety but shall have the right to terminate this Agreement ​ or # with respect to Regeneron’s obligations under this Agreement with respect to any particular Collaboration Program, CytomX shall not have the right to terminate this Agreement in its entirety but shall have the right to terminate this Agreement solely with respect to such Collaboration Program.

Notwithstanding [Section 2.2(a)], with respect to any Year in which a Director is initially elected or appointed to serve on the Board, such Director may elect no later than 30 days after the Director’s commencement of services as a member of the Board to defer all or any portion of any Eligible Compensation granted to such Director following the later of # the date of the Director’s commencement of services as a Director and # the date such Director’s irrevocable Deferral Election is filed with the Company.

Notwithstanding [Section 15.6(a)(i)], the administrative remedies available under the Plan with respect to a Disability Benefit Claim will not be deemed exhausted based on de minimis violations that do not cause, and are not likely to cause, prejudice or harm to the Claimant so long as the Plan demonstrates that the violation was for good cause or due to matters beyond the control of the Plan and that violation occurred in the context of an ongoing, good faith exchange of information between the Plan and the Claimant. This exception is not available if the violation is part of a pattern or practice of violations by the Plan. The Claimant may request a written explanation of the violation from the Plan, and the Plan must provide such explanation within 10 days, including a specific description of its bases, if any, for asserting that the violation should not cause the administrative remedies available under the Plan to be deemed exhausted. If a court rejects the Claimant’s request for immediate review under [Section 15.6(a)(i)] on the basis that the Plan met the standards for the exception under this [Section 15.6(a)(ii)], the claim shall be considered as re-filed on appeal upon the Plan’s receipt of the decision of the court. Within a reasonable time after the receipt of the decision, the Plan shall provide the Claimant with notice of resubmission.

Notwithstanding [Section 6.09], any Producer that commenced a production run at a Mine prior to December 20, 2016 in accordance with the Historical Article VI Provisions for purposes of demonstrating a Post-Expansion Audit Amount for a Major Expansion (an “Exempt Producer”) may elect not to be subject to [Section 6.09] in respect of such Major Expansion, in which case:

Notwithstanding [Section 6.16], in the event a consultation process conducted in accordance with [Section 6.15(h)] identifies issues which cannot be resolved within ten (10) business days from the date the consultation takes place (the “Consultation Completion Deadline”), the parties hereto shall confer to determine whether the results of the Engineering Audit should be provisionally accepted pending ultimate resolution, or held in abeyance pending such resolution, considering the materiality of the issue, the magnitude of the adjustment and the anticipated time required to resolve the issues. If the parties hereto cannot reach resolution of these matters, the Expanding Producer, regardless of whether the Expanding Producer previously confirmed (or was deemed to confirm) to [[Organization A:Organization]] that it accepted the results of the Engineering Audit Report, may elect to apply the Production Run Procedures (in which case, the Expanding Producer shall be considered an Electing Producer) or, if no such election is made, all questions shall immediately proceed to binding arbitration and resolved no later than one (1) month from the Consultation Completion Deadline with retroactive effect to the date that would otherwise apply pursuant to [Section 6.16] (being January 1 or July 1, as applicable). If the Expanding Producer is not satisfied with the results of such arbitration, the Expanding Producer, regardless of whether the Expanding Producer previously confirmed (or was deemed to confirm) to [[Organization A:Organization]] that it accepted the results of the Engineering Audit Report, may elect to apply the Production Run Procedures (in which case, the Expanding Producer shall be considered an Electing Producer).

Notwithstanding [Section 1031], # a Party shall not be required to obtain consent from the other Party with regard to press releases and other announcements as may be required by Applicable Law or the applicable rules and regulations of any stock exchange (subject to [Section 10.1.2]); provided, that such Party will consult with the other Party and give due consideration to concerns raised by such other Party; and # if the Parties consult regarding a response to a press inquiry received by any Party, but are not able to agree upon such response, a Company Party may respond if the inquiry relates to a Company Parties’ business other than participation in the Program and Bank may respond if the inquiry relates to Bank’s business; provided that in either case the Party responding shall do so in its reasonable discretion after due consideration to concerns raised by the other Party.

[Section 5.6] of the CSA is hereby deleted in its entirety and replaced with the following:

[Section 5.02] (Conditions Precedent to All Loans). [Section 5.02] of the Financing Agreement is hereby amended by inserting a new clause (e) to read as follows: