Access to Facility IP. Regardless of whether certain Facility IP is deliverable under this Agreement, Westinghouse will provide Owners electronic access (except where electronic versions are unavailable or impractical for the required purpose) at the Site to the Facility IP, including but not limited to design calculations and all documents referenced or cited in the DCD and required to be incorporated into or referenced in the COL, as needed # to meet all applicable regulatory requirements and # to exercise Owners’ oversight role (including participation in the design change process) (“Accessible IP”). The NRC will have the same access as Owners with respect to item # herein. Where Service Provider maintains electronic versions of Accessible IP, Service Provider will provide Owners’ personnel with access to read-only versions of such Accessible IP from workstations supplied by Service Provider for use on-Site and at Owners’ off-Site corporate offices. Owners’ access to Accessible IP will be available at any time, without the need for prior notice or authorization, with full implementation of this requirement to occur as soon as reasonably possible after the Effective Date. Owners will not copy or otherwise reproduce any Accessible IP. For Accessible IP that does not exist in electronic form, Service Provider will provide hard copies at the Site promptly upon Owners’ request.

Access to Facility. At agreed-upon dates and times, WuXi ATU will permit Graphite or its duly authorized representatives # to observe and consult with WuXi ATU during the performance of Services under this Agreement, including the Manufacturing of any Batch of Product, and # to inspect the Facility and Graphite Process to ascertain compliance by WuXi ATU with the terms of this Agreement, including inspection of # the Graphite Equipment and other equipment, and Graphite Materials and raw materials used in the performance of Services; # the holding facilities for such Graphite Materials and raw materials; and # all Records relating to such Services and the Product.

Maintenance of Facility IP. Except to the extent expressly precluded by law or court order, and then only to the narrowest extent required by such law or court order, Service Provider will maintain Facility IP, including any Facility IP newly developed during the term of this Agreement, in a form that enables Service Provider to perform the Services and preserves Owners’ right under [Exhibits F] (Facility IP License in the Event of a Triggering Event) and G (IP License).

Other Licenses. Nothing in this Facility IP License is intended to reduce Owners’ rights to use, or Service Provider’s obligations to deliver and provide access to Facility IP in accordance with the requirements of the Services Agreement or any other licenses granted to Owners.

“Licensed IP” means # that portion of the Facility IP delivered by Service Provider to Owners, or to which Owners are given access by Service Provider pursuant to the Services Agreement (the types of Licensed IP that will be delivered to Owners are identified in [Exhibit B] of the Services Agreement); # that portion of the Facility IP delivered by Service Provider to Owners under the EPC Agreement; and # any Intellectual Property that is not capable of being delivered (e.g., patent rights) but is required to enable Owners’ Use of Facility equipment, components, hardware, and software delivered under the EPC Agreement or the Services Agreement.

“Use” means to access, use, copy, reproduce, modify, prepare derivative works, make, have made (including export and import in compliance with applicable US law), distribute, perform and display for Facility Purposes and in compliance with the provisions of this Facility IP License.

The right of Owners to share and/or subcontract the Facility IP (pursuant to [Section 2]), shall be subject to the limitations and conditions set forth in [Section 3] with regard to the ability of Owners to exercise their rights in and to the Facility IP.

Facility IP other than as specifically set forth in this Facility IP License, and do not include any right to use any Facility IP # with or for any facility other than the Facility (Vogtle Units 3 & 4), or # for the manufacture or design of fuel assemblies for AP1000® reactors. The licenses granted herein are in addition to and not in lieu of any other licenses granted under the Services Agreement or other agreements between the Parties or between Service Provider and Owners. The restrictions set forth in this Facility IP License apply only to the license granted in this Facility IP License.

WEC shall ensure that any assignment, sale or exclusive license of any portion of this Facility IP License is subject to the rights and obligations of [Section 2] and the covenant not to sue in [Section 7(c)] (but only with respect to IP Improvements of such Facility IP made by Owners as of or before such assignment, sale or exclusive license (“Covenant IP Improvements”)), and in a manner, by operation of law or otherwise, such that any further assignee, purchaser or exclusive licensee of such Facility IP takes such Facility IP subject to the rights and obligations of [Section 2] and the covenant not to sue in [Section 7(c)] (with respect to Covenant IP Improvements). WEC shall also be entitled to assign to any assignee, purchaser or exclusive licensee of any portion of the Facility IP the right to enforce this Facility IP License against Owners, to the extent it relates to the Use or disclosure of Facility IP. In addition to the foregoing, WEC shall ensure that any assignment, sale, or exclusive license of its interest in and to its Facility IP, or any portion thereof,

Access. Tenant shall have access to the Premises twenty-four (24) hours per day, seven (7) days a week. Tenant assumes responsibility for controlling access to the Premises and may install its own security system pursuant to Paragraph 16.3, provided that Landlord shall at all times have access to the Premises in the event of an emergency and as necessary to provide the services and perform the obligations of Landlord under this Lease.