Contract analysis

Section 1. Definitions. Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the Exclusivity Agreement, and all references in the Exclusivity Agreement to "this Agreement" shall, unless the context otherwise requires, be deemed to refer to the Exclusivity Agreement as amended by this Amendment. In addition to the foregoing, the following terms

Section 2. Amendment to Exclusivity Period. 2.1 Extension of Exclusivity Period. Section 2(a) of the Exclusivity Agreement is hereby amended to delete the reference to "July 11, 2022" appearing therein as the expiration date of the exclusivity period and to replace such date with "August 15, 2022." As so amended, the exclusivity period under the Exclusivity Agreement shall commence on May 12, 2022 and shall expire at

Section 3. Ratification; No Other Amendments. 3.1 Ratification. Except as expressly amended, modified, or supplemented by this Amendment, the Exclusivity Agreement shall remain in full force and effect in accordance with its terms and is hereby ratified and confirmed in all respects by each of the Parties. Without limiting the generality of the foregoing, all rights, remedies, obligations, covenants, conditions, repr

Section 4. Representations and Acknowledgments. 4.1 Power and Authority. Each Party hereby represents and warrants to the other Party that such Party has the requisite power and authority to execute and deliver this Amendment and to perform its obligations hereunder, and that this Amendment constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms,

Section 5. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of the Parties hereby irrevo

Section 6. Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by electronic transmission in portable document format (PDF) or by any other electronic means intende

Section 7. Miscellaneous. 7.1 Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Amendment shall be in writing and shall be given in accordance with the notice provisions set forth in Section 8(a) of the Exclusivity Agreement; provided, however, that for purposes of this Amendment and the Exclusivity Agreement as amended hereby, notices sh