Notwithstanding [Sections 7.1],7.2, 7.3 and 7.7 of the Loan Agreement, Bank hereby consents to the Reincorporation, provided that, simultaneously with such Reincorporation, New Borrower shall replace Existing Borrower as the sole “Borrower” under the Loan Documents pursuant to the terms of this Amendment. Bank further consents that, on or after the Third Amendment Effective Date, Existing Borrower shall not be a party to the Loan Agreement or any other Loan Document provided that Existing Borrower is dissolved or otherwise has its existence terminated on or about the Third Amendment Effective Date.

Notwithstanding [Sections 9.1 and 11.4]4] of the Agreement, in the event that Vet USA places a purchase order with LLC with a Lead Time of less than (60) days, Vet USA will make full payment prior to shipment of such Products by wire transfer of immediately available funds issued by a first class, international bank, satisfactory to LLC at the bank set forth in [Section 11.4] of the Agreement.

[Sections 2.1(f)] “Committee” and 2.1(u) “MRCC” are deleted in their entirety and references to the terms “Committee” and “MRCC” shall be replaced with the term “Plan Administrator.”

[Sections 2.07(d) and (e)])] are amended and restated in their entirety to read as follows:

[Sections 2.09(c) and (d)])] of the Credit Agreement are amended and restated in their entirety to read as follows:

[Sections 2.05(c), 2.16(a)(ii) and 8.02(c)])])] set forth certain additional requirements to deliver or apply Cash Collateral hereunder. For purposes of this Section 2.03, [Section 2.05(c)], [Section 2.16] and [Section 8.02(c)], “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Company hereby grants to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at JPMorgan.

[Sections 2.2(a) and 2.2(d)])] of the Business Financing Agreement are hereby amended to read 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.

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.