Accuracy, Error, Defect in Graphite Materials or Graphite Information. WuXi ATU is not liable for # any error or defect in, or the accuracy of Graphite Materials or Graphite Information or for any error or defect in the Services arising out of or related to any inaccuracies, error or defect in such Graphite Materials or Graphite Information, nor for # any consequences of such inaccuracies, errors or defects, including but not limited to, any liability arising out of any delay by WuXi ATU to timely perform the Services.

Graphite Confidential Information. WuXi ATU acknowledges that save as provided herein WuXi ATU shall not at any time have any right, title, license or interest in or to the Graphite Confidential Information, Graphite Patent Rights, Graphite Know-How, or any other intellectual property rights vested in Graphite or to which Graphite is entitled.

Graphite shall supply to WuXi ATU the Graphite Information, together with full details of any hazards relating to the Graphite Materials, their storage and use. The Graphite Materials and/or the Graphite Information and/or the Graphite Know-How supplied to WuXi ATU will remain the property of Graphite.

Graphite Equipment. Unless otherwise agreed in a Work Order, WuXi ATU will supply all Equipment necessary to perform the Services, except that Graphite will supply the Graphite Equipment, if any, set out in a Work Order. WuXi ATU will not use the Graphite Equipment except in performance of Services under the applicable Work Order. Title to the Graphite Equipment will remain with Graphite and WuXi ATU will ensure that the Graphite Equipment is properly labeled as Graphite property and remains free and clear of any liens or encumbrances. At Graphite’s written request and at Graphite’s reasonable expense, the Graphite Equipment will be returned to Graphite, or to Graphite’s designee. If agreed to in the relevant Work Order, WuXi ATU will be responsible, for maintenance of the Graphite Equipment (other than normal wear and tear). To the extent Graphite provides spare parts for the Graphite Equipment, such spare parts will remain the property of Graphite and will be used by WuXi ATU only for maintenance of the Graphite Equipment. WuXi ATU will promptly notify Graphite if at any time it believes any Graphite Equipment has been damaged, lost or stolen.

Graphite Delays. Any changes or additions to the information provided by Graphite, Graphite Materials, or raw materials provided by Graphite, or (in the case of information) that results in a material change or revision to # the timing, method, or manner of performance of WuXi ATU’s Manufacturing obligations hereunder, # production or assay batch records, or # WuXi ATU-furnished facilities, equipment, materials, services or site, may cause a Service start date to be rescheduled or cancelled. Graphite shall be liable for the reschedule/cancellation fees listed under the applicable Work Order.

Graphite Indemnity. Graphite shall indemnify, defend, and hold harmless WuXi ATU, its Affiliates, officers, directors, employees and agents (collectively, the “WuXi ATU Indemnified Parties”) against all Losses to WuXi ATU may become subject to as a result of any Claims brought by a third Party arising from or related to Graphite’s # research, development, manufacture, distribution, use, sales or other disposition by Graphite, including any distributor, collaborator, customer, sublicense, representative or agent of Graphite, of the Product and/or any other substances upon which the Services were performed, # infringement by Graphite of any third party’s patent rights or unauthorized use or misappropriation of its information or know-how except for Claims falling under 17.1(c); # negligent or willful act, breach of any Appliable Law or any warranty or representation made in this Agreement. Graphite’s obligation to indemnify WuXi ATU shall be reduced to the extent Losses are caused by WuXi ATU’s negligent act or omission or WuXi ATU’s violation of any Applicable Law.

“Graphite Technology” means # Graphite Materials and any intermediates, components, or derivatives of Graphite Materials; # Product and any intermediates, components, or derivatives of Product Manufactured under this Agreement; # Specifications; and # the Technology of Graphite either # existing prior to the Effective Date, or # developed or obtained by or on behalf of Graphite independent of this Agreement and without reliance upon the Confidential Information of WuXi ATU.

Disposition of Unused or Expired Graphite Process Raw Materials. Within ​ days after # expiration of any Graphite Process raw material during the Term, or # termination of this Agreement or # completion of the Work Order, Graphite and WuXi ATU will make arrangements to ship any such Graphite Process unused/expired raw materials to Graphite at Graphite’s expense. ​.

Graphite Process/Specifications Changes. Any change or modification to the agreed-to Graphite Process or Specifications for any Product must be agreed-to by the Parties and made in accordance with the change control provisions of the Quality Agreement.

government or public authority, which shall be paid by Graphite (other than taxes on WuXi ATU’s income). In the event Graphite disputes any invoiced amount, Graphite must give WuXi ATU written notice of such dispute ​. In the absence of such written notice, the invoice shall be deemed to have been accepted by Graphite. Payment of all amounts not under good faith dispute by Graphite must be made ​ by Graphite of the applicable invoice. Graphite shall not have the right to set off any of its payment obligations against any damages, credits, claims or charges assessed by Graphite against WuXi ATU.