Common use of Entire Agreement; Amendment Clause in Contracts

Entire Agreement; Amendment. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements between the parties with respect to the subject matter hereof. Any amendment or modification of this Agreement shall not be binding unless in writing and signed by the parties hereto.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding of agreement between the parties with respect Parties pertaining to the subject matter hereof and, except as specifically provided herein, cancels contained herein and supersedes any all prior and all other agreements between contemporaneous agreements, representations and understandings of the parties with respect Parties which relate to the subject matter hereofof this Agreement. Any No supplement, amendment or modification of this Agreement shall not be binding unless executed in writing and signed by the parties heretoParties, unless otherwise provided herein.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding of the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements agreement between the parties Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings and/or agreements, written or oral, regarding the subject matter of this Agreement. Any No amendment or modification of to this Agreement shall not be binding unless in writing and signed by the parties heretoa duly authorized officer of both Parties.

Entire Agreement; Amendment. This Agreement contains sets forth the entire understanding Agreement of the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels hereto and supersedes any all prior agreements, understandings and all other agreements covenants between the parties with respect to the subject matter hereof. Any amendment Except as provided in Section X, paragraphs (d) and (f) or modification of Section XI, this Agreement shall not may be binding unless in writing and signed amended or terminated only by mutual agreement of the parties heretoin writing.

Entire Agreement; Amendment. 19.1 This Agreement contains constitutes the entire understanding of agreement between the parties Parties with respect to the subject matter hereof andand there are no agreements, except as specifically provided hereinunderstandings, cancels and supersedes any and all other agreements representations, or warranties between the parties with respect Parties other than those expressly set forth or referred to the subject matter hereofherein. Any amendment This Agreement may be modified or modification of this Agreement shall not be binding unless amended only in a writing and signed executed by the parties heretoboth Parties.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding of agreement between the parties with hereto in respect to of the subject matter hereof and, except as specifically provided herein, cancels and this Agreement supersedes any all prior and all other contemporaneous agreements between the parties hereto in connection with respect to the subject matter hereof, except as otherwise provided herein. Any amendment No change, termination or modification attempted waiver of any of the provisions of this Agreement shall not be binding on any party hereto unless in writing and signed by the parties heretoparty affected.

Entire Agreement; Amendment. This Agreement contains embodies the entire understanding of the parties with respect and supersedes all other past and present communications and agreements relating to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements between the parties with respect to the subject matter hereofmatter. Any No amendment or modification of this Agreement shall not be binding valid unless made in writing and signed by the parties heretoauthorized representatives of both parties.

Entire Agreement; Amendment. This Agreement contains agreement sets forth the entire understanding of the parties with respect to the subject matter hereof andhereof, except as specifically provided herein, cancels and supersedes any and all other existing agreements between the parties with respect them concerning such subject matter. No amendment to the subject matter hereof. Any amendment or modification of this Agreement shall not be valid or binding unless made in writing and signed by the parties heretoparty against whom enforcement thereof is sought.

Entire Agreement; Amendment. This Agreement contains comprises the entire understanding of Agreement between the parties Parties with respect to the subject matter hereof andand thereof and supersede all prior representations, except as specifically provided herein, cancels understandings and supersedes any and all other agreements between the parties Parties with respect to the subject matter hereof. Any amendment or No modification of this Agreement shall not be binding effective unless in writing with specific reference to this Agreement and signed by the parties heretoParties.

Entire Agreement; Amendment. This Agreement contains Agreement, including any schedules and exhibits referred to herein, constitutes the entire understanding of Agreement between the parties Parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements prior Agreements, whether written or oral, between the parties Parties with respect to the subject matter hereofcontained in this Agreement. Any amendment No change, waiver, or modification of this Agreement discharge hereof shall not be binding valid unless in writing and signed by an authorized representative of the parties heretoParty against which such change, waiver, or discharge is sought to be enforced.

Entire Agreement; Amendment. This Agreement contains constitutes the entire ---------------------------- understanding of and Agreement between the parties with respect to the subject matter hereof andand shall supersede all prior understandings and agreements. This Agreement cannot be amended, modified, or supplemented in any respect, except as specifically provided herein, cancels and supersedes any and all other agreements between the parties with respect to the subject matter hereof. Any amendment or modification of this Agreement shall not be binding unless in writing and signed by a subsequent written agreement entered into by the parties hereto.

Entire Agreement; Amendment. This Agreement contains Agreement, together with any SOWs, constitutes the sole and entire understanding agreement of the parties Parties with respect to the subject matter hereof and, except as specifically provided contained herein, cancels and supersedes any all prior and all other agreements between the parties contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the such subject matter hereofmatter. Any amendment or modification of The Parties may amend this Agreement shall not be binding unless in a writing and signed by the parties heretoboth Parties.

Entire Agreement; Amendment. This Agreement contains embodies the entire understanding of between the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements prior or contemporaneous representations or warranties between the parties with respect relating hereto. No modification or amendment to the subject matter hereof. Any amendment or modification of this Agreement or any of its provisions shall not be binding unless contained in writing and signed by the parties heretoboth parties.

Entire Agreement; Amendment. This Agreement contains and the schedules and exhibits attached hereto sets forth the entire understanding of agreement between the parties with respect to the Parties on this subject matter hereof and, except as specifically provided herein, cancels and supersedes any all prior negotiations, understandings, and all other agreements between the parties with respect to Parties concerning the subject matter hereofmatter. Any No amendment or modification of this Agreement or any of the schedules or exhibits attached hereto shall not be binding unless in made except by mutual agreement of both Parties and a writing and signed by the parties heretoboth Parties.

Entire Agreement; Amendment. This Agreement contains Agreement, including the entire understanding of Exhibits attached hereto and incorporated herein, sets forth the parties complete, final and exclusive agreement and all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and terminates all other prior agreements and understandings between the parties Parties with respect to the such subject matter hereofmatter. Any amendment No subsequent alteration, amendment, change or modification of addition to this Agreement shall not be binding upon the Parties unless in reduced to writing and signed by the parties heretoan authorized officer of each Party.

Entire Agreement; Amendment. This Agreement contains (including the applicable Annexes and Schedules attached hereto and incorporated by reference herein) constitutes the entire understanding agreement among the parties and supersedes all previous understandings, commitments and representations concerning the subject matter. This Agreement may not be amended or modified in any way, except (i) as provided in the Agreement or (ii) by a writing signed by an authorized officer of the parties with respect party against whom the amendment, modification or waiver is sought to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements between the parties with respect to the subject matter hereof. Any amendment or modification of this Agreement shall not be binding unless in writing and signed by the parties heretoenforced.

Entire Agreement; Amendment. 11.9.1 This Agreement contains constitutes the entire understanding of and exclusive agreement between the parties Parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and cancels all other agreements between the parties with previous discussions, agreements, representations, commitments and writing in respect to the subject matter hereof. Any amendment or modification of this Agreement shall not be binding unless in writing and signed by the parties heretothereof.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding of the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements agreement between the parties Parties with respect to the subject matter hereof. Any amendment prior verbal or modification of written representations or agreements respecting the Premises not expressly set forth herein are null and void. Any and all amendments to this Agreement shall not be binding unless in writing and signed executed by the parties heretoParties.

Entire Agreement; Amendment. This Agreement contains Agreement, together with the --------------------------- documents expressly referred to herein, constitute the entire understanding of agreement among the parties hereto with respect to the subject matter hereof and, except as specifically provided herein, cancels contained herein and supersedes any supersede all prior agreements and all other agreements between understandings among the parties with respect to the such subject matter hereof. Any amendment or modification (including any agreements between the Shareholder and the Company regarding the voting of this Securities.) This Agreement shall may not be binding unless modified, amended, altered or supplemented except by an agreement in writing and signed executed by the parties heretoparty against whom such modification, amendment, alteration or supplement is sought to be enforced.

Entire Agreement; Amendment. This The terms and provisions contained in this Agreement contains constitute the entire understanding of the parties Parties with respect to the transactions and matters contemplated hereby and supersede all previous communications, representations, agreements and understandings relating to the subject matter hereof andand shall also supersede any invoices or purchase orders of either Party. No agreement or understanding amending, except as specifically provided herein, cancels and supersedes any and all other agreements between the parties with respect to the subject matter hereof. Any amendment supplementing or modification of extending this Agreement shall not be binding upon either Party unless it is in writing and signed by the parties heretoeach Party.

Entire Agreement; Amendment. This Agreement contains embodies the entire understanding of the parties with respect Parties and supersedes all other past and present communications and agreements relating to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements between the parties with respect to the subject matter hereofmatter. Any No amendment or modification of this Agreement shall not be binding valid unless made in writing and signed by the parties heretoauthorized representatives of both Parties.

Entire Agreement; Amendment. This Agreement contains Agreement, together with any appendices, schedules, and any written supplements hereto constitutes the entire understanding of the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements agreement between the parties with respect Parties relating to the subject matter hereof. Any This Agreement shall be considered for all purposes as prepared through the joint efforts of the Parties and shall not be construed against one Party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution hereof. Except to the extent herein provided for, no amendment or modification of to this Agreement shall not be binding enforceable unless in reduced to writing and signed executed by the parties heretoboth Parties.

Entire Agreement; Amendment. This Agreement contains the entire understanding of the parties Parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements prior negotiations, agreements, understandings and undertakings between the parties Parties with respect to the such subject matter hereofmatter, whether oral, written or otherwise. Any No amendment or modification of this Agreement shall not be binding effective unless in writing and signed by the parties heretoboth Parties.

Entire Agreement; Amendment. This Agreement contains constitutes the entire complete and full understanding of the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements between the parties hereto with respect to the subject matter hereof. Any amendment or modification of , and this Agreement shall supersedes all prior and contemporaneous agreements or understandings between the parties hereto relating to the subject matter thereof. This Agreement may not be binding unless in writing and signed by modified or amended except with the parties heretowritten consent of both parties.

Entire Agreement; Amendment. This Agreement contains the entire understanding of the parties Parties and there are no representations, understandings, or agreements, oral or otherwise, except as stated herein. This Agreement amends the Operating Agreement with respect to the subject matter hereof and, except as specifically provided herein, cancels of this Agreement. References to "this Agreement" shall include all Exhibits attached hereto and supersedes any and all other agreements between the parties with respect to the subject matter made a part hereof. Any amendment or modification of this This Agreement shall may not be binding unless amended except in writing and signed by all of the parties Parties hereto.

Entire Agreement; Amendment. This Agreement contains Agreement, including any attachments, URLs, and Online Policies, Guidelines and Procedures incorporated by reference herein, constitute the entire understanding of agreement between the parties Parties and supersede all previous and/or contemporaneous agreements and understandings, whether oral or written, between the Parties hereto with respect to the subject matter hereof andof this Agreement. No waiver, except as specifically provided hereinconsent, cancels and supersedes any and all other agreements between the parties with respect to the subject matter hereof. Any modification, amendment or modification change of this Agreement the terms contained herein shall not be binding unless in writing and signed by the parties heretorelevant authorized representatives of each of the Parties.

Entire Agreement; Amendment. This Agreement contains and any Exhibits referenced herein shall constitute the entire understanding agreement of the parties with respect Parties as to the subject matter hereof and, except as specifically provided addressed herein, cancels and supersedes any and all . There are no other agreements between the parties with respect to Parties concerning the subject matter hereof. Any amendment or modification of this Agreement. This Agreement shall and its Exhibits may not be binding unless altered, modified, supplemented, terminated or discharged except by way of an instrument in writing and signed executed by the parties heretoboth Parties.

Entire Agreement; Amendment. This Agreement contains Agreement, together with all exhibits and schedules hereto, and other documents contemplated hereby to be delivered by the Parties, covers the entire understanding of the parties with respect hereto, superseding all prior agreements or understandings relating to any of the subject matter hereof andmatters hereof, except as specifically provided herein, cancels and supersedes any no modification or amendment of the terms and all other agreements between the parties with respect to the subject matter hereof. Any amendment or modification of this Agreement conditions shall not be binding effective unless made in writing and signed by the parties heretoParties or their respective duly authorized agents.

Entire Agreement; Amendment. This Agreement contains is the entire understanding of Agreement between the parties Parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any all prior representations, understandings and all other agreements between the parties Parties with respect to the subject matter hereof. Any amendment or No modification of this Agreement shall not be binding effective unless in writing with specific reference to this Agreement and signed by the parties hereto.Parties. It is agreed that:

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding of agreement between the parties Parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements between the parties prior agreements, whether written or oral, with respect to the subject matter hereof. Each Party confirms that it is not relying on any representations or warranties of the other Party except as specifically set forth herein. Any amendment or modification of this Agreement shall not must be binding unless in writing and signed by the parties heretoauthorized representatives of both Parties.

Entire Agreement; Amendment. This Agreement contains and any other documents delivered by the parties in connection herewith constitute the entire understanding of agreement between the parties with respect to the subject matter hereof andand thereof and supersede all prior agreements and understandings, except as specifically provided hereinwritten or oral, cancels and supersedes any and all other agreements between the parties with respect to the subject matter hereofthereto. Any No amendment or modification of any provision of this Agreement shall not be binding upon either party unless made in writing and signed by all parties. No agreement, understanding or arrangement of any nature regarding the parties heretosubject matter of this Agreement shall be deemed to exist between Parent and Stockholder unless and until this Agreement has been duly and validly executed on behalf of all parties.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding of agreement between the parties Parties with respect to the subject matter hereof herein and, except as specifically provided hereineffective on the Effective Date, cancels and supersedes any and all other previous agreements between the parties Parties with respect to the subject matter hereofherein, whether written or oral, including the existing confidentiality agreement between PDL and Biogen Idec. Any amendment or modification of this This Agreement shall not be binding unless changed or modified orally, but only by an instrument in writing and signed by the parties heretoboth Parties.

Entire Agreement; Amendment. This Agreement contains sets forth the entire understanding of agreement between the parties with respect Parties relating to the its subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements prior or contemporaneous agreements, warranties or representations, written or oral, between the parties with respect to the subject matter hereofParties. Any amendment No modifications, additions or modification deletions shall be binding upon either Party unless accepted in writing by an authorized representative of each Party. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such decision shall not be binding unless in writing and signed by affect the parties heretovalidity or enforceability of the remaining provisions of this Agreement.

Entire Agreement; Amendment. This The Parties agree that this Agreement contains constitutes the entire understanding of agreement among the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels Parties and supersedes any and all that no other agreements between or representations other than those contained in this Agreement have been made by the parties Parties with respect to the subject matter hereof. Any amendment or modification of this This Agreement shall not be binding unless amended only in writing and effective when signed by the parties heretoduly authorized agents of each of the Parties.

Entire Agreement; Amendment. This Agreement contains Agreement, together with all exhibits and Schedules hereto constitutes the entire understanding agreement among the Parties pertaining to the Transaction, and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties with respect to the subject matter hereof and, except Parties. Except as specifically otherwise provided herein, cancels and supersedes any and all other agreements between the parties with respect to the subject matter hereof. Any amendment no supplement to, or modification of of, this Agreement shall not be binding unless executed in writing and signed by each of the parties heretoParties.

Entire Agreement; Amendment. This Agreement contains is the entire understanding final, complete and exclusive agreement of the parties Parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and merges all other agreements prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements, whether written or oral, between the parties with respect Parties relating to the subject matter hereofhereof and all past courses of dealing or industry custom. Any amendment or No modification of or amendment to this Agreement shall not be binding effective unless in writing and signed by each of the parties heretoParties.

Entire Agreement; Amendment. This Assignment Agreement contains the entire understanding agreement of the parties Parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any all prior negotiations, verbal and all other written agreements between the parties with respect to Parties regarding the subject matter hereofsame. Any amendment or modification of this This Assignment Agreement shall not may be binding unless in writing and signed amended only by written instrument executed by the parties heretoParties.

Entire Agreement; Amendment. This Agreement, the Partnership Agreement, the Gathering Agreement contains and the Servicing Agreements, contain the entire understanding agreement of the parties with respect Parties relating to the subject matter hereof and, except as specifically provided herein, cancels rights granted and supersedes any obligations assumed herein and therein and supersede all other prior agreements between the parties with respect as to the subject matter hereof. Any amendment oral representations or modification of modifications concerning this Agreement shall not be binding of no force or effect unless contained in writing and a subsequent written modification signed by the parties heretoParties.

Entire Agreement; Amendment. This Agreement contains Agreement, together with Exhibit A (which the entire understanding of Parties shall agree upon [ * ] and shall append to this Agreement), sets forth the parties agreement among the Parties with respect to the specific subject matter hereof hereof, and, except as specifically provided otherwise set forth herein, cancels supersedes and supersedes any terminates all prior representations, agreements and all other agreements between understandings among the parties with respect to Parties regarding the subject matter hereof. Any amendment No alteration, amendment, change or modification of addition to this Agreement shall not will be binding upon the Parties unless in writing and signed by the parties heretoan authorized signatory of each Party.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding of agreement between the parties with respect Parties pertaining to the subject matter hereof and, except as specifically provided contained herein, cancels and this Agreement supersedes any all prior and all other agreements between contemporaneous agreements, representations and understandings of the parties with respect Parties, written, oral or otherwise, which relate to the subject matter hereofof this Agreement. Any No supplement, amendment or modification of this Agreement shall not will be binding on the Parties unless provided in a writing and signed executed by all of the parties heretoParties.

Entire Agreement; Amendment. This Except as expressly set forth herein, this Agreement contains sets forth the entire agreement and understanding of the parties with respect Parties relating to the subject matter hereof and, except as specifically provided herein, cancels herein and supersedes any and merges all other agreements prior discussions between the parties with respect to the subject matter hereofor among them. Any amendment or No modification of or amendment to this Agreement Agreement, nor any waiver of any rights under this Agreement, shall not be binding effective unless in writing and signed by the parties heretoParty(ies) to be charged.

Entire Agreement; Amendment. This Agreement contains Agreement, and attachments thereto specifically incorporated by reference, constitute the entire understanding of the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements agreement between the parties with respect to the subject matter hereofand supersedes all prior and contemporaneous agreements, representations, and understandings. Any No supplement, modification, or amendment or modification of this Agreement shall not be binding unless executed in writing and signed by the parties heretoboth parties.

Entire Agreement; Amendment. This Agreement contains Agreement, together with all attached Exhibits, contain the entire understanding of agreement between the parties Parties with respect to the subject matter hereof andTechnology, except as specifically provided hereinLicensed Antibodies and Products, cancels and supersedes all prior and contemporaneous discussions, agreements and writings in respect thereto. No amendment, modification or supplement of any and all other agreements between the parties with respect to the subject matter hereof. Any amendment or modification provision of this Agreement shall not be binding valid or effective unless made in writing and signed by the parties heretoa duly authorized representative of each Party.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding agreement of the parties hereto with respect to the subject matter hereof and, except as specifically provided herein, cancels grant of Retention Bonus RSUs and supersedes any all prior and all other agreements contemporaneous understandings, discussions, agreements, representations and warranties, both written and oral between the parties with respect to the subject matter hereofparties. Any No amendment or modification of this Agreement shall not hereto will be binding effective unless it is in writing and signed executed by each of the parties hereto.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding agreement among the Parties pertaining to the Settlement of the parties with respect to Action against the subject matter hereof andReleasees, except as specifically provided herein, cancels and supersedes any all prior and all other agreements between contemporaneous undertakings of the parties with respect to the subject matter hereofParties in connection herewith. Any amendment or modification of this This Agreement shall may not be binding unless modified or amended except in writing and signed executed by the parties heretoParties and approved by the Court.

Entire Agreement; Amendment. (a) This Agreement contains constitutes the full and entire understanding of and agreement between the parties with respect regard to the subject matter hereof andmatters hereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically provided herein, cancels set forth herein or therein. This Agreement supersedes and supersedes terminates any and all other agreements between the parties prior agreement with respect to the subject matter hereof. Any amendment or modification of this Agreement shall not be binding unless in writing and signed by , including without limitation the parties heretoPrior Agreement.

Entire Agreement; Amendment. This Agreement contains sets forth the entire agreement and understanding of between the parties with respect as to the subject matter hereof and, except as specifically provided herein, cancels and merges and supersedes any all prior discussions, agreements and all other agreements undertakings of every kind and nature between the parties with respect to the subject matter hereof. Any amendment or modification of this Agreement. Except as amended by this Amendment, all other provisions of the Agreement shall remain in full force and effect. The Agreement or this Amendment shall not be binding unless in writing and further changed, modified, cancelled or amended except by writings signed by the parties heretoboth parties.

Entire Agreement; Amendment. This Agreement contains set forth the entire understanding of complete, final and exclusive agreement and all the parties covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties hereto and supersedes and terminates all prior agreements and understandings between the Parties with respect to the subject matter hereof andmatters contemplated hereby. No subsequent alteration, except as specifically provided hereinamendment, cancels and supersedes any and all other agreements between the parties with respect change or addition to the subject matter hereof. Any amendment or modification of this Agreement shall not be binding upon the Parties unless in reduced to writing and signed by the parties heretoan authorized officer of each Party.

Entire Agreement; Amendment. This Agreement contains Agreement, including its Appendices, sets forth the entire understanding of complete, final and exclusive agreement between the parties hereto with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any all prior and all other contemporaneous agreements and understandings between the parties with respect to the such subject matter hereofmatter. Any amendment No subsequent alteration, amendment, change or modification of addition to this Agreement shall not be binding upon the parties unless in reduced to writing and signed by the parties heretoan authorized officer of each party.

Entire Agreement; Amendment. This Agreement contains (including its Exhibits and Schedules) shall constitute the complete and entire understanding of agreement between the parties Parties with respect to its subject matter and shall supersede all previous oral and written negotiations and commitments and any other writings with respect to the subject matter hereof andof this Agreement, except as specifically provided hereinand there are no agreements, cancels and supersedes any and all other agreements representations or warranties between the parties with respect to Parties other than the subject matter hereofConfidentiality Agreement. Any amendment or modification of this This Agreement shall cannot be binding unless modified or amended except in writing and signed duly executed by the parties heretoeach Party.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding of the parties with respect Parties relating to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any all prior agreements, understandings, arrangements, promises and all other agreements between the parties with respect commitments, whether written or oral, express or implied, relating to the subject matter hereof. Any amendment or modification of this This Agreement shall not be binding modified unless in a writing and signed duly executed by the parties Parties hereto.

Entire Agreement; Amendment. This Agreement contains The terms of this Agreement, together with the Exhibits hereto constitute the entire understanding of agreement between the parties Parties with respect to the subject matter hereof andmatters set forth in this Agreement, except as specifically provided herein, cancels and supersedes any and all other agreements no representations or warranties shall be implied or provisions added in the absence of a written agreement to such effect between the parties with respect to the subject matter hereofParties. Any amendment or modification of this This Agreement shall not be binding unless in writing and signed modified or changed except by written instrument executed by the parties heretoParties’ duly authorized representatives.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding of agreement between the parties Parties with respect to the its subject matter hereof and, except as specifically provided herein, cancels and supersedes any all prior understandings, proposals, negotiations and communications, oral or written, between the Parties or their representatives. Any and all other agreements between the parties with respect additions, amendments and/or modifications to the subject matter hereof. Any amendment or modification terms and conditions of this Agreement shall not must be binding unless in writing and shall only binding if signed by the parties heretoduly authorized representatives of each Party.

Entire Agreement; Amendment. This Agreement contains the entire understanding agreement of the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements between the parties with respect Parties hereto relating to the subject matter hereof, and that there exists no further agreement between the Parties with respect to any aspect of the subject matter hereof. Any amendment No amendment, waiver or modification of this Agreement shall not be valid or binding unless made in writing and signed duly executed by each of the parties Parties hereto.

Entire Agreement; Amendment. This Agreement contains sets forth the entire understanding of complete, final and exclusive agreement between the parties Parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and terminates all other prior and contemporaneous agreements and understandings between the parties with respect Parties, whether oral or in writing. No subsequent alteration, amendment, change, waiver or addition to the subject matter hereof. Any amendment or modification of this Agreement shall not be binding upon the Parties unless in reduced to writing and signed by an authorized representative of each Party. Each Party in deciding to execute this Agreement has not relied on any understanding, agreement, representation or promise by the parties heretoother Party which is not explicitly set forth herein.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding agreement of the parties Parties with respect to the subject matter hereof and, except as specifically provided matters discussed herein, cancels and supersedes any and all other agreements prior or contemporaneous discussions, communications, or agreements, expressed or implied, written or oral, by or between the parties Parties with respect to such subject matters. Without limiting the subject matter hereof. Any amendment or modification generality of the foregoing, upon the execution of this Agreement by the Parties, the Agreement to Enter Negotiations, and all rights and obligations of the parties thereto, shall terminate. This Agreement cannot be binding unless in writing amended without the written and signed by the parties heretoapproval of all Parties.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding of agreement among the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any all prior agreements and all other agreements between understandings among the parties with respect to the subject matter hereofthereto. Any amendment No addition to, or modification of, any provision of this Agreement shall not be binding upon any party hereto unless made in writing and signed by the parties hereto. This Agreement is not intended and does not confer any rights or remedies upon any Person other than the parties to this Agreement.

Entire Agreement; Amendment. This The parties acknowledge and agree that this Agreement contains constitutes the entire understanding of the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements agreement between the parties with respect relating to the its subject matter hereofand supersedes all prior agreements, understandings, representations and arrangements, whether oral or written, relating to its subject matter. Any amendment No amendment, modification or modification waiver of this Agreement shall not be binding valid unless evidenced in a writing and signed by the parties heretoboth parties.

Entire Agreement; Amendment. This Agreement contains is the entire understanding complete and exclusive agreement of the parties Parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and merges all other agreements prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements, whether written or oral, between the parties with respect Parties relating to the subject matter hereof. Any amendment or No modification of or amendment to this Agreement shall not will be binding effective unless in writing and signed by each of the parties heretoParties.

Entire Agreement; Amendment. This Agreement contains and any Exhibits and Attachments hereto constitute the entire understanding of the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements agreement between the parties with respect to the subject matter hereofand supersede any prior or contemporaneous agreement or understanding, whether written or oral, if any, between the parties. Any amendment This Agreement is the result of both parties’ review, discussion and negotiation; therefore, any uncertainties or modification of this Agreement shall ambiguities will not be binding unless interpreted against a party by virtue of its actual role in writing and preparing this Agreement. This Agreement may be modified only by a further written agreement signed by the parties heretoboth parties.

Entire Agreement; Amendment. This Agreement contains the entire understanding of understandings between and among the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels Parties and supersedes any prior understanding and all other agreements between the parties with respect to among them respecting the subject matter hereof. Any No amendment or modification of to this Agreement shall not be binding valid unless set forth in writing and signed by the parties heretoboth Parties.

Entire Agreement; Amendment. This Agreement contains the entire understanding of between the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels Parties and supersedes any prior understanding and all other agreements between the parties with respect to among them respecting the subject matter hereof. Any No amendment or modification of to this Agreement shall not be binding valid unless set forth in writing and signed by the parties heretoboth Parties.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding of the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements agreement between the parties with respect to and supersedes all prior agreements, arrangements, representations, and communications, whether oral or written, regarding the subject matter hereof. Any amendment or modification of The Department is entering this Agreement shall solely based upon the agreements and representation contained herein for its own purposes and not for the benefit of any third party. Except as otherwise provided herein, this Agreement may not be binding unless in writing and altered, amended, or modified except as by further written agreement signed by both the parties Parties hereto.

Entire Agreement; Amendment. This Agreement contains the entire understanding agreement of the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements between the parties with respect Parties hereto relating to the subject matter hereof, and shall supersede any previous agreement, negotiation or commitment between the Parties with respect to any aspect of the subject matter hereof. Any amendment No amendment, waiver or modification of this Agreement shall not be valid or binding unless made in writing and signed duly executed by each of the parties Parties hereto.

Entire Agreement; Amendment. This Agreement contains constitutes the sole and entire understanding of the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements agreement between the parties hereto with respect to the subject matter hereof. Any amendment or , and no modification of this Agreement shall not be binding unless in writing and signed by the all parties to this Agreement. No representation, promise, or inducement not included in this Agreement shall be binding upon any party hereto.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding final, complete and exclusive agreement of the parties Parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any all prior and all other agreements contemporaneous agreements, communications, negotiations or understandings between the parties Parties with respect to the subject matter hereofmatters addressed herein. Any amendment or No modification of or amendment to this Agreement shall not will be binding effective unless in writing and signed by the parties heretoboth Parties.

Entire Agreement; Amendment. This Agreement contains (together with the Contribution Agreement) constitutes the entire understanding of agreement among the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any all prior agreements and all other agreements between the parties understandings, whether written or oral, with respect to the subject matter hereof. Any amendment or modification None of the terms and provisions contained in this Agreement shall not can be binding unless in changed without a writing and signed by the all parties hereto.

Entire Agreement; Amendment. This Agreement contains constitutes the full and entire understanding of and agreement between the parties with respect Parties relating to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any all prior agreements, arrangements and all other agreements between the parties with respect understandings relating to the subject matter hereof. Any amendment or modification of this This Agreement shall may not be binding unless amended, waived, discharged or terminated except in a writing and signed by the parties Parties hereto.

Entire Agreement; Amendment. This Agreement contains embodies and sets forth the entire agreement and understanding of the parties with respect Parties and supersedes all prior oral or written agreements understandings or arrangements relating to the subject matter hereof andof this Agreement. No modification, except as specifically provided hereindeletion, cancels and supersedes any and all other agreements between addition or waiver of the parties with respect to the subject matter hereof. Any amendment or modification terms of this Agreement shall not be binding on either Party unless made in writing and signed by the parties heretoa duly authorized representative of each Party.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding of the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements agreement between the parties with respect to the subject matter hereof. Any and supersedes all prior and contemporaneous agreements, representations, and understandings, No supplement, modification, or amendment or modification of this Agreement shall not be binding unless executed in writing and signed by the parties heretoboth parties.

Entire Agreement; Amendment. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements agreement between the parties with respect to the subject matter hereof. Any amendment representations, promises, or modification of this Agreement conditions not incorporated herein shall not be binding on either party. This Agreement supersedes all prior understandings, representations, promises, and agreements related to the subject matter hereof. No amendment, modification, ratification or waiver of this Agreement, or any of its provisions, shall be binding unless it is in writing and signed by the parties heretowriting.

Entire Agreement; Amendment. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and, except Except as specifically provided herein, cancels and supersedes any and all other agreements this Agreement constitutes the entire agreement between the parties with respect pertaining to the subject matter hereofcontained herein and supersedes all prior negotiations, understandings and agreements of the parties, whether oral or written, which relate to the subject matter of this Agreement. Any amendment No supplement, amendment, or modification of this Agreement shall not be binding unless executed in writing and signed by the parties heretoparties.

Entire Agreement; Amendment. This Agreement contains sets forth the entire understanding terms of the parties with respect to collaboration agreement between the subject matter hereof Parties hereto and, except as specifically provided otherwise set forth herein, cancels supersedes and supersedes any terminates all prior representations, agreements and all other agreements understandings between the parties with respect to Parties regarding the subject matter hereof, including without limitation the Memorandum of Understanding. Any amendment No subsequent alteration, amendment, change or modification of addition to this Agreement shall not be binding upon the Parties unless in reduced to writing and signed by the parties heretoan authorized officer of each Party.

Entire Agreement; Amendment. This Agreement contains Agreement, including the entire understanding of Exhibits attached to and incorporated into this Agreement, sets forth the parties complete, final and exclusive agreement and all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties with respect to the subject matter hereof and, except as specifically provided herein, cancels of this Agreement and supersedes any and terminates all other prior agreements and understandings between the parties Parties with respect to the such subject matter hereofmatter. Any amendment No subsequent alteration, amendment, change or modification of addition to this Agreement shall not will be binding upon the Parties unless in reduced to writing and signed by the parties heretoan authorized officer of each Party.

Entire Agreement; Amendment. This Except as expressly provided herein, this Agreement contains sets forth the entire agreement and understanding of the parties with respect Parties relating to the subject matter hereof and, except as specifically provided herein, cancels herein and supersedes any and merges all other agreements prior discussions between the parties with respect to the them concerning such subject matter hereofmatter. Any amendment or No modification of or amendment to this Agreement Agreement, nor any waiver of any rights under this Agreement, shall not be binding effective unless in writing and signed by the parties heretoParties to this Agreement.

Entire Agreement; Amendment. This Agreement contains (including any exhibits, schedules or appendices attached hereto or referenced herein, each of which is incorporated herein by this reference) sets forth the entire agreement and understanding of between the parties with respect to Parties regarding the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other prior agreements between the parties with respect to the Parties regarding such subject matter hereofmatter. Any amendment Except as expressly provided herein, no modification or modification waiver of this Agreement or any exhibit, schedule or appendix hereto shall not be binding unless it is in writing and signed by the parties heretoboth Parties.

Entire Agreement; Amendment. This The terms of this Agreement contains constitute the entire understanding of agreement between the parties Parties with respect to the subject matter hereof andmatters set forth in this Agreement, except as specifically provided herein, cancels and supersedes any and all other agreements no representations or warranties shall be implied or provisions added in the absence of a written agreement to such effect between the parties with respect to the subject matter hereofParties. Any amendment or modification of this This Agreement shall not be binding unless in writing and signed modified or changed except by written instrument executed by the parties heretoParties’ duly Authorized Representatives.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding final, complete and exclusive agreement of the parties Parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any all prior and all other agreements contemporaneous agreements, communications, negotiations or understandings between the parties Parties with respect to the subject matter hereofmatters addressed herein. Any amendment or No modification of or amendment to this Agreement shall not will be binding effective unless in writing and signed by the parties heretoall Parties.

Entire Agreement; Amendment. This Agreement contains and any attached supplement(s) constitute the entire understanding of the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements agreement between the parties with respect to the subject matter hereofhereto and supersedes all prior oral or written discussions or agreements. Any amendment or modification of this This Agreement shall not may be binding unless in writing and signed amended only by the parties heretoa written agreement executed by both parties.

Entire Agreement; Amendment. This Agreement contains sets forth the entire understanding agreement of the parties with respect to regarding the subject matter hereof and, except as specifically provided herein, cancels and supersedes any all prior agreements and all other agreements understandings between the parties with respect to parties. No amendment of any of the subject matter hereof. Any amendment or modification provisions of this Agreement shall not will be binding valid unless set forth in writing and a written instrument signed by the parties heretoboth parties.

Entire Agreement; Amendment. This Agreement contains Agreement, together with any documents incorporated by reference shall constitute the entire understanding of agreement between the parties Parties with respect to the subject matter hereof andservices to be provided and shall supersede all prior agreements, except as specifically provided hereinproposals, cancels and supersedes any and all other agreements between the parties with respect understandings, representations, correspondence or communications relating to the subject matter hereof. Any No modification or amendment or modification of this Agreement shall not be binding valid and effective unless in writing and signed evidenced by the parties heretoagreement in writing.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding agreement of the parties Parties with respect to the subject matter hereof and, except as specifically provided matters discussed herein, cancels and supersedes any and all other agreements prior or contemporaneous discussions, communications, or agreements, expressed or implied, written or oral, by or between the parties Parties with respect to such subject matters. Without limiting the subject matter hereof. Any amendment or modification generality of the foregoing, upon the execution of this Agreement by the Parties, the Structured Negotiations Agreement, and all rights and obligations of the parties thereto, shall terminate. This Agreement cannot be binding unless in writing amended without the written and signed by the parties hereto.approval of all Parties

Entire Agreement; Amendment. This Agreement contains together with its Exhibits hereto and other documents contemplated hereby to be delivered by the Parties, reflects the entire understanding of the parties with respect Parties, superseding all prior agreements or understandings relating to any of the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements between the parties with respect to the subject matter matters hereof. Any No modification or amendment or modification of this Agreement the terms and conditions herein shall not be binding effective unless made in writing and signed by the parties heretoboth Parties by their respective duly authorized signatories.

Entire Agreement; Amendment. This Agreement contains Agreement, together with any exhibits attached hereto, constitutes the entire understanding final, complete and exclusive agreement of the parties Parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any all prior and all other agreements contemporaneous agreements, communications, negotiations or understandings between the parties Parties with respect to the subject matter hereofmatters addressed herein. Any amendment or No modification of or amendment to this Agreement shall not will be binding effective unless in writing and signed by the parties heretoall Parties.

Entire Agreement; Amendment. This Agreement contains sets forth the entire understanding of between the parties with respect relating to the subject matter hereof and, except as specifically provided herein, cancels contained herein and supersedes any merges all prior agreements and all other agreements understandings between the parties with respect them. No amendment to the subject matter hereof. Any amendment or modification of this Agreement shall not be binding effective unless it is in writing and signed executed by the parties hereto.

Entire Agreement; Amendment. This Agreement contains constitutes the Parties’ entire understanding of the parties with respect to concerning the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements between the parties with respect to the subject matter hereof. Any amendment or modification of this Agreement and these understandings supersede all prior oral or written understandings or discussions of any kind relating to this subject matter. No modification or amendment to this Agreement shall not be binding upon the Parties unless the same is in writing and signed by the parties respective Parties hereto.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding of and agreement between the parties with respect to hereto and merges and supersedes all prior agreements, understandings, representations, conditions, warranties and covenants (oral or written, express or implied) between the parties concerning the subject matter hereof andof this Agreement. No amendment, except as specifically provided hereinmodification, cancels and supersedes any and all other agreements between the parties with respect to the subject matter hereof. Any amendment renewal, or modification extension of this Agreement or any of its provisions shall not be binding upon any party against whom enforcement of such amendment, modifications, renewal or extension is sought, unless it is made in writing and signed by the parties heretosuch party or by a duly authorized representative of such party.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding of agreement between the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any all prior agreements, understandings and all other agreements communications between the parties with respect to the subject matter hereof. Any No modification or amendment or modification of this the Agreement shall not be binding upon a party unless made in writing and signed executed by the parties heretoa duly authorized representative of that party.

Entire Agreement; Amendment. This Agreement contains embodies the entire understanding of agreement between the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels Parties and supersedes any prior representations, communications, understandings and all other agreements between the parties with respect to Parties regarding the subject matter hereof. Any amendment There are no representations, communications, understandings or modification agreements, oral or written, between the Parties regarding the subject matter hereof that are not fully expressed herein. No term or section of this Agreement shall not may be binding unless charged, waived, discharged, amended or modified orally or in any manner other than in writing and signed executed by the parties all Parties hereto.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding of and exclusive Agreement between the parties Parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and cancels all other agreements between the parties with previous discussions, agreements, commitments and writings in respect to the subject matter hereofthereof. Any No amendment or modification of addition to this Agreement shall not be binding effective unless in reduced to writing and signed executed by the parties heretoauthorized representatives of the Parties.

Entire Agreement; Amendment. This Agreement contains constitute the entire complete understanding and agreement of the parties and supersedes all prior and contemporaneous negotiations, understandings and agreements with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements between the parties with respect to the subject matter hereofof this Agreement. Any modification and amendment or modification of any provision of this Agreement shall not will be binding unless effective only if in writing and signed by the parties heretoan authorized representative of both parties.

Entire Agreement; Amendment. This Agreement contains constitutes entire Agreement between the entire understanding of the parties Parties with respect to the subject matter hereof and, except as specifically provided matters contained herein, cancels and supersedes no prior agreement or understanding pertaining to any and all other agreements between of the parties matters connected with respect to the subject matter hereofthis transaction shall be effective for any purpose. Any amendment or modification of this This Agreement shall not may only be binding unless amended by an agreement in writing and signed by the parties Parties hereto.

Entire Agreement; Amendment. This Agreement contains sets forth and constitutes the entire understanding of the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements between the parties Parties hereto with respect to the subject matter hereof, and supersedes any and all prior agreements, understandings, premises, and representations made by either party to the other party concerning the subject matter hereof and the terms applicable hereto. Any amendment or modification of this This Agreement shall may not be binding unless released, discharged, amended, or modified in any manner except by an instrument in writing and signed by the duly authorized representatives of both parties hereto.

Entire Agreement; Amendment. This Agreement contains sets forth the entire understanding of the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements --------------------------- agreement between the parties with respect to the specific subject matter hereof, and, except as otherwise set forth herein, supersedes and terminates all prior representations, agreements and understandings between the parties regarding the subject matter hereof. Any amendment No alteration, amendment, change or modification of addition to this Agreement shall not will be binding upon the parties unless in writing and signed by the parties heretoan authorized signatory of each party.

Entire Agreement; Amendment. This Agreement Agreement, together with the Purchase Agreement, contains the entire understanding of the parties Parties hereto with respect regard to the subject matter hereof and, except as specifically provided contained herein, cancels and supersedes any and terminates all prior agreements (other agreements than the Purchase Agreement), understandings or letters of intent between the parties Parties with respect regard to the subject matter hereofcontained herein. Any amendment or modification of this This Agreement shall not be binding unless in writing and amended, modified or supplemented except by a written instrument signed by the parties heretoan authorized representative of each Party.

Entire Agreement; Amendment. This Agreement contains sets forth all the entire understanding covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties and supersedes and terminates all prior and contemporaneous discussions, agreements and writings of the parties Parties with respect to the subject matter hereof andexception of the Purchase Agreement. No amendment, except as specifically provided herein, cancels and supersedes modification or supplement of any and all other agreements between the parties with respect to the subject matter hereof. Any amendment or modification provision of this Agreement shall not be binding valid or effective unless made in writing and signed by the parties heretoa duly authorized representative of each Party.

Entire Agreement; Amendment. This Agreement contains embodies and sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements between the parties with respect Parties relating to the subject matter hereof. This Agreement merges and supersedes any and all prior discussions, agreements, understandings. representations, conditions, warranties, covenants, and all other communications between them on or relating to the subject matter of this Agreement. Any amendment amendment, modification, addendum, or modification revision of this Agreement shall not be binding unless is valid only if in writing and signed by the parties heretoParty to be bound, in which event there need be no legal consideration therefor.

Entire Agreement; Amendment. This Agreement contains constitutes the complete and entire understanding agreement of the parties hereto and supersedes, as of the Effective Date, all prior or contemporaneous representations or agreements or undertakings and understandings of the parties, whether expressed or implied, in connection with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements between the parties with respect to the subject matter hereof. Any amendment No promise or modification inducement has been offered by either party in exchange for a party's consent to the terms of this Agreement, except as set forth herein. This Agreement shall not may be binding unless modified or amended only in writing and duly signed by the parties heretoboth Parties.

Entire Agreement; Amendment. This Agreement contains and any documents and agreements referred to herein constitutes the entire understanding of agreement between the parties with respect Parties pertaining to the subject matter hereof andcontained herein. No supplement, except as specifically provided herein, cancels and supersedes any and all other agreements between the parties with respect to the subject matter hereof. Any amendment or modification of this Agreement shall not be binding unless executed in writing and signed by all of the parties heretoParties.

Entire Agreement; Amendment. This Agreement contains constitutes the entire sole understanding of the parties with respect to the subject matter hereof and, except as specifically matters provided herein, cancels for herein and supersedes any previous agreements and all other agreements understandings between the parties with respect to the subject matter hereof. Any amendment No amendment, modification or modification alternation of the terms or provisions of this Agreement shall not be binding unless the same shall be in writing and signed duly executed by the parties hereto.