[Section 8.16] of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

[Section 8.4] of the Existing Credit Agreement is hereby amended by # deleting “and” at the end of subclause (e), (ii) re-lettering subclause # as subclause [(g) and (iii)])])] adding new subclause # as follows:

[Section 8.1] of the Agreement is hereby deleted in its entirety and replaced with the following:

[Section 8.8] of the Credit Agreement is hereby amended to delete the following sentence from the last paragraph thereof:

[Section 8.22] of the Credit Agreement is hereby deleted.

[Section 8.1] “Administration” is hereby amended to read in full as follows:

[Section 8.4] is hereby added:

[Section 8.13] of the Agreement shall be amended as follows:

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 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.