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 represents the entire understanding agreement of the parties with respect to the subject matter hereof andhereof, except as specifically provided hereinand there are no promises, cancels and supersedes any and all other agreements between the parties with respect undertakings, representations or warranties by either party relative to the subject matter hereofhereof not expressly set forth herein. Any amendment or modification No provision of this Agreement shall not may be binding unless in writing and amended other than by a written instrument signed by the both parties hereto.

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 constitutes the entire understanding of agreement between the parties with respect Parties hereto relating to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any prior communications, understandings and all other agreements between the parties with respect to the subject matter hereof. Any amendment or modification of this Agreement Parties and shall not be binding unless in writing and signed subsequently waived, amended, limited, or modified by any “clickthrough” or similar electronic acknowledgement or agreement. This Agreement shall only be modified, amended, waived or limited by a written instrument executed by the parties Parties hereto.

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 Agreement, together with the schedules, attachments and exhibits referred to herein, 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 hereto with respect to the subject matter hereof, and this Agreement supersedes all prior and contemporaneous proposals, agreements, memoranda, understandings, negotiations and discussions, whether written or oral, of the parties in connection with the subject matter hereof. Any No change, amendment or modification of this Agreement shall not be binding or enforceable unless in writing and signed executed by the parties heretoparty to be bound thereby.

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 hereofmatter. Any amendment or modification of this 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 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 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 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 constitutes the entire and final agreement and understanding of between the parties Parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other prior agreements between the parties with respect relating to the subject matter hereof, which are of no further force or effect. Any amendment or modification The Schedules referred to herein are integral parts hereof and are hereby made a part of this Agreement. This Agreement shall not may only be binding unless modified or supplemented by an instrument in writing and signed executed by the parties heretoa duly authorized representative of each Party.

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 matters herein and supersedes any and all no other agreements or representations other than those contained in this Agreement have been made by the parties. It supersedes all prior written or oral understandings with respect thereto. Notwithstanding the preceding two sentences, any contrary provisions of the respective Contract Documents, the Purchase Agreement and Stadium Lease shall supersede the provisions of this Agreement as between the parties with respect to the subject matter hereofsuch other agreements. Any amendment or modification of this This Agreement shall not be binding unless amended only in writing and effective when signed by the parties heretoauthorized agents of the Parties.

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

Entire Agreement; Amendment. This Agreement contains constitutes the entire and final agreement and 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 prior agreements between the parties with respect relating to the subject matter hereof, which are of no further force or effect. Any amendment or modification The Exhibits referred to herein are integral parts hereof and are hereby made a part of this Agreement. This Agreement shall not may only be binding unless modified or supplemented by an instrument in writing and signed executed by the parties heretoa duly authorized representative of each party.

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 Agreement, together with all 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 between the parties with respect contemporaneous understandings and agreements, relating to the its subject matter hereofmatter. Any amendment or modification of this This Agreement shall (including its Exhibits) may not be binding unless in writing and changed, modified, amended, or supplemented except by a written instrument signed by the parties heretoall Parties.

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 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 prior agreements and understandings, both written and oral, between the parties Parties with respect to the subject matter hereofsuch matters. Any No amendment or modification of to this Agreement shall not be binding unless made except by an instrument in writing and signed by the parties heretoon behalf each Party.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding agreement of the parties with respect regard to the subject matter hereof andhereof, except as specifically provided hereinand contains all the covenants, cancels promises, representations, warranties and supersedes any and all other agreements between the parties with respect to the Restricted Shares granted hereby. All prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereofhereof are hereby null and void and of no further force and effect. Any amendment or modification of this This Agreement shall not may be binding unless in amended only by a writing and signed executed by the parties heretohereto which specifically states that it is an amendment of this Agreement.

Entire Agreement; Amendment. This Agreement contains Agreement, including all Supplements, Order Forms, exhibits and addenda attached hereto 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 and all other agreements between the parties prior negotiations, understandings and agreements, whether oral or written, with respect to the such subject matter hereofmatter. Any amendment or modification of this This Agreement shall not may be binding unless in writing and signed amended only by a written instrument executed by the parties heretoParties.

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 the entire complete and exclusive understanding and agreement of the parties Parties with respect to the its subject matter hereof andand supersedes, except as specifically provided hereinmerges and replaces all prior writings, cancels discussions and supersedes any and all other agreements between the parties with respect understandings relating to the such subject matter hereofmatter. Any amendment or modification of this This Agreement shall not may only be binding unless in writing amended by a written agreement and signed by the parties heretoauthorized representatives of both Parties.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding of Agreement among the parties Parties with respect to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any in all respects all prior proposals, negotiations, conversations, discussions and all other agreements between the parties with respect to the subject matter hereofParties. Any amendment or modification of this This Agreement shall may not be binding unless in writing and modified or amended except by express written amendment signed by the parties heretoauthorized representatives of all 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 the entire understanding agreement of the parties Parties with respect to the subject matter hereof andand there are no other representations, except as specifically provided hereininducements, cancels and supersedes any and all or other agreements between the parties with respect provisions other than those expressed in this writing. All amendments, changes, additions, or deletions to the subject matter hereof. Any amendment or modification of this Agreement shall not must be binding unless in writing and signed by the parties heretoall Parties.

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. 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 with respect to the subject matter hereofParties. Any amendment or modification of this This Agreement shall 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 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 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 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 Parties 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 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 and the attachments hereto constitute and contain 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 to Parties respecting the subject matter hereof. Any amendment or modification This Agreement may only be amended by mutual written agreement of this Agreement shall not be binding unless in writing and signed by the parties heretoParties.

Entire Agreement; Amendment. This Agreement contains the entire understanding of agreement between the parties hereto with respect to the subject matter hereof and, except as specifically provided herein, cancels matters contemplated by this Agreement and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts and writings. No modification or amendment 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 effective unless made in writing and duly signed by the parties heretoparty to be bound thereby.

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 thereof. 11.9.2 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 constitutes the entire understanding of agreement among the parties with respect Parties related to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any all prior agreements, understandings, and all other agreements between the parties with respect letters of intent relating to the subject matter hereof. Any amendment This Agreement may be amended or modification of this Agreement shall not be binding unless in supplemented only by a writing and signed executed by the parties heretoall Parties.

Entire Agreement; Amendment. This Agreement contains is the entire understanding final, complete and exclusive agreement of 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 understandings between the parties with respect to the such subject matter hereofmatter. Any amendment or No modification of or amendment to this Agreement shall not Agreement, or any waiver of any rights under this Agreement, will be binding effective unless in writing and signed by the parties heretoeach party.

Entire Agreement; Amendment. This The parties hereto acknowledge that this Agreement contains (including any schedules and exhibits hereto) sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof and, except hereto 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 shall not be binding unless in writing and subject to any change of modification except by the execution of a written instrument signed by the parties hereto, and shall supersede all previous communications, representations or understandings, either oral or written, between the parties relating to the subject matter hereof.

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 between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, representations and prior agreements and understandings relating to such subject matter. Any No amendment or modification of this Agreement shall not be binding unless mutually agreed to in writing and signed by the parties heretowriting.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding of agreement 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 oral or written agreements between the parties with respect to Parties regarding the subject matter hereofcontained herein. Any amendment This Agreement may not be modified or modification of amended in any manner except by a written document executed with the same formalities as required for this Agreement shall not be binding unless in writing and signed by the parties heretoParty against whom such modification is sought to be enforced.

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 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 Agreement, including any and all attachments or exhibits hereto, constitutes the entire entire, final and exclusive understanding of and agreement between the parties with respect to the subject matter hereof andand no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically provided hereinset forth herein and therein. This Agreement may be amended, cancels and supersedes any and all other agreements between waived, discharged or terminated only by written agreement of 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 heretoparties.

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 any and all prior expressions, whether written or oral. Any amendment or modification of this This Agreement shall not be binding altered or modified unless in writing and signed by the parties heretoboth Parties.

Entire Agreement; Amendment. This Agreement contains Agreement, including the Exhibit(s) attached hereto which are incorporated herein by this reference, constitutes the entire understanding of agreement between the parties with respect concerning the subject matter hereof and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, agreements and communications, whether oral or written, between the parties relating to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any of this Agreement and all other agreements between the parties with respect to the subject matter hereofpast courses of dealing or industry custom. Any No amendment or modification of any provision of this Agreement shall not be binding effective unless in writing and signed by a duly authorized signatory of each of the parties heretoparties.

Entire Agreement; Amendment. This Agreement contains is 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 as to its subject matter, and all prior written or oral agreements, promises or representations are incorporated herein. This Agreement is the subject matter hereof. Any amendment result of good faith negotiations between the parties, and the parties agree that no inference in favor of or modification against any party may be drawn from the fact that such party drafted any portion of this Agreement. This Agreement shall not may be binding unless in amended only by a writing and signed executed by the parties heretoparties.

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 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 negotiations, commitments and understandings, written or oral, with respect thereto. This Agreement may be executed by facsimile or electronic transmission in one or more counterparts, each of which shall be deemed an original and all other agreements between counterparts will constitute one and the parties with respect to the subject matter hereofsame agreement. Any No variation, amendment or other modification of this Agreement or waiver of any terms or provisions hereof shall not be binding deemed valid unless in writing and signed by the parties heretoauthorized representatives of both 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 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 (including all schedules and exhibits hereto) 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 prior agreements between the parties or understandings, oral or written, with respect to the subject matter hereofsuch matters. Any amendment or modification of The Parties acknowledge that this Agreement shall has not been entered into wholly or partly in reliance on, nor has either party been given, any warranty, statement, promise or representation by the other or on its behalf other than as expressly set out in this Agreement. This Agreement may be binding unless in amended or modified only by a writing and signed by the parties heretoboth 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 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 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 the --------------------------- documents expressly referred to herein, constitutes 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 all prior agreements and all other agreements between understandings among the parties with respect to the such subject matter hereofmatter. Any amendment or modification of this 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 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 Agreement, together with any exhibits attached hereto, contains the entire complete and exclusive understanding and agreement of the parties Parties with respect to the its subject matter hereof andand supersedes, except as specifically provided hereinmerges and replaces all prior writings, cancels discussions and supersedes any and all other agreements between the parties with respect understandings relating to the such subject matter hereofmatter. Any amendment or modification of this This Agreement shall not may only be binding unless in writing amended by a written agreement and signed by the parties heretoauthorized representatives of both Parties.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding of --------------------------- agreement between the parties hereto with respect to the subject matter hereof and, except as specifically provided herein, cancels contained herein and supersedes any all prior agreements and all other agreements understandings between the parties with respect to the such subject matter hereofmatter. Any amendment or modification of this 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 Agreement contains (including the Exhibits hereto, which are hereby incorporated in the terms of this Agreement) constitutes 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 and all other agreements prior understandings, agreements, or representations by or between the parties with respect Parties and/or their affiliates, written or oral, to the extent they related in any way to the subject matter hereof. Any amendment or modification None of the terms of this Agreement shall not may be binding unless waived, amended or modified in writing and any way except by an express agreement in writing, signed by the parties heretoboth Parties.

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 Agreement, together with its attached exhibits 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, and supersedes any and all prior expressions, whether written or oral. Any amendment Each party acknowledges that it is not entering into this Agreement on the basis of any representations which are not expressly stated herein. No amendments, alterations or modification modifications of this Agreement shall not may be binding made unless in writing and signed by the parties heretoboth parties.

Entire Agreement; Amendment. This Agreement contains and the other agreements and documents executed in connection herewith, constitute the entire understanding of agreement between the parties with respect pertaining to the subject matter hereof andof this Agreement, except as specifically provided herein, cancels and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any and all other agreements between the parties with respect to the subject matter hereofofficer, employee or representative of any party hereto. Any amendment No amendment, supplement, modification or modification waiver of this Agreement shall not be binding unless executed in writing and signed by the parties heretoparty to be bound thereby.

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 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 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 sets forth the entire understanding of agreement between the parties with regard to the subject matter hereof. No other agreements, representations, or warranties have been made by either party to the other with respect to the subject matter hereof andof this Agreement, except as specifically provided referenced 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 and only 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 prior or contemporaneous negotiations, representations, agreements, and understandings, written or oral, that the parties Parties may have reached with respect to the subject matter hereofhereof other than the Ancillary Agreements. Any amendment No agreements altering or modification supplementing the terms hereof may be made except by means of this Agreement shall not be binding unless in writing and a written document signed by the parties duly authorized representatives of each of the Parties hereto.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding of agreement between the parties with respect to hereto concerning the subject matter hereof andhereof, except as specifically provided herein, cancels and supersedes any all prior memoranda, correspondence, conversations, understandings and all other agreements between the parties with respect as to such subject matter. No amendments, changes, alterations, modifications, additions, or qualifications to the subject matter hereof. Any amendment or modification terms of this Agreement shall not be made or be binding unless made in writing and signed executed by the parties heretoin the same manner as this Agreement. 10.

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 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 of --------------------------- agreement between the parties with respect Parties relating to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any all previous writings and all other agreements between the parties with respect understandings, whether oral or written, relating to the subject matter hereof. Any amendment or modification of this Agreement. This Agreement shall may not be binding unless amended, supplemented or otherwise modified except by an instrument in writing and signed by the parties heretoboth Parties that specifically refers to this Agreement.

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 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 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 and supersedes all prior or contemporaneous agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof. Any amendment or modification of this This Agreement shall may not be binding amended, modified or terminated unless in writing and signed a written instrument executed by the party or parties heretosought to be bound.

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, together with all Appendices and Schedules hereto, constitutes the entire understanding of agreement among the parties with respect pertaining to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any all prior agreements, understandings, negotiations and all other agreements between discussions, whether oral or written, of the parties with respect to the subject matter hereofparties. Any amendment No supplement, modification or modification waiver of this Agreement shall not be binding unless executed in writing and signed by the parties heretoparty to be bound thereby.

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 shall constitute the final, complete, entire and exclusive understanding of the parties with respect to and shall supersede all prior or contemporaneous agreements, discussions, representations, and understandings, whether oral or written, between the parties respecting 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 cannot be binding unless amended, modified, waived or discharged except in writing and signed by the parties heretoboth parties.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding of agreement between the parties with respect to Parties regarding the subject matter hereof andhereof, except as specifically provided herein, cancels and supersedes any and all other prior oral or written agreements between the parties with respect to Parties regarding the subject matter hereofcontained herein. Any amendment This Agreement may not be modified or modification of amended in any manner except by a written document executed with the same formalities as required for this Agreement shall not be binding unless in writing and signed by the parties heretoparty against whom such modification is sought to be enforced.

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 Agreement, including all Attachments to this Agreement, constitutes the entire understanding of agreement between the parties with respect Parties relating to the subject matter hereof and, except as specifically provided herein, cancels and supersedes any and all other agreements between prior or simultaneous proposals, negotiations, representations, conversations, discussions and agreements, whether written or oral, among the parties with respect to the subject matter hereofParties and all past dealing or industry custom. Any amendment or modification of this This Agreement shall may not be binding unless in amended except by a writing and signed by the parties heretoParties, or by a purchase order as described in Section 1.1.

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 and all other prior contemporaneous oral or written understandings or agreements between among the parties with respect which relate to the subject matter hereof. Any No modification or amendment or modification of this Agreement or any of its provisions shall not be binding upon any party unless made in writing and signed duly executed by the parties heretoauthorized representatives of all 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 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 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 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 prior agreements and understandings, both written and oral, between the parties Parties with respect to the subject matter hereofsuch matters. Any No amendment or modification of to this Agreement shall not be binding unless made except by an instrument in writing and signed by the parties heretoon behalf of each Party.

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 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 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 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 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 contains represents the entire agreement and understanding of the parties with respect to the subject matter hereof and, except as specifically provided herein, cancels Parties and supersedes any all prior agreements and all other agreements understandings, both written and oral, between the parties Parties hereto with respect to the subject matter hereof. Any amendment No agreement or modification of representation, oral or otherwise, express or implied, with respect to the subject matter hereof has been made by either Party which is not set forth expressly in this Agreement Agreement. This Agreement, all provisions included, shall not be binding unless in modified or amended except by a writing and signed by each of the parties Parties hereto.

Entire Agreement; Amendment. This Agreement contains constitutes the entire understanding of agreement between the parties and there are no further items or provisions, either oral or written. The parties to this Agreement stipulate that neither of them has made any representations with respect to the subject matter hereof and, of this Agreement except such representations as are specifically provided herein, cancels and supersedes any and all other agreements between the parties with respect to the subject matter hereofset forth in this Agreement. Any amendment or modification of this Agreement shall not or additional obligation assumed by either party in connection with this Agreement will only be binding unless if evidenced in writing and signed by the parties heretoeach party or an authorized representative 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 Agreement contains represents the entire understanding agreement of the parties Parties with respect to the subject matter hereof andand thereof, except as specifically provided hereinand there are no promises, cancels and supersedes any and all other agreements between the parties with respect undertakings, representations or warranties by either Party relative to the subject matter hereofhereof not expressly set forth herein. Any amendment or modification No provision of this Agreement shall not may be binding unless in writing and amended other than by a written instrument signed by the parties heretoboth Parties.

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 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 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 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.