D. Assignment/Subcontracting. Due to the specialized nature of the services provided under this Agreement, Institution shall not assign, transfer or convey this Agreement or subcontract services under this Agreement without GOG and Sponsor’s prior written consent. This Agreement shall inure to the benefit of each party and its permitted successors and assigns. Institution shall only conduct the Clinical Trial at the Institution. For the performance of its obligations under this Agreement, Institution shall only use its employees or the employees of Institution’s wholly owned affiliates that are obligated to the relevant terms of this Agreement via a separate agreement with Institution. E. Amendment. Any amendment(s) to this Agreement must be in writing and signed by both parties. F. Alternative Dispute Resolution. The parties agree to make their best efforts to resolve any disputes regarding this Agreement through the Commercial Rules of the American Arbitration Association by one arbitrator appointed in accordance with said Rules. G. Entirety of Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter herein, and supersedes all prior terms or understandings, written or oral. In the event of a conflict between the terms of this Agreement and the Protocol, this Agreement shall govern all legal and financial matters and the Protocol shall govern all clinical matters. H. Waiver. Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure of any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. No waiver by a party hereto of, or consent by a party hereto to, a variation from any provision of this Agreement shall be effective unless made in a written instrument duly executed on behalf of such party.