Example ContractsClausesAccuracy, Error, Defect in Graphite Materials or Graphite Information
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Graphite Know-How” means the non-patented proprietary information, inventions, developments, techniques, materials, processes, manufactures, compositions of matter or methods of use and trade secrets, whether or not patentable or copyrightable, and all technical and other information relating to the Product or the Graphite Process known to Graphite other than WuXi ATU Know-How and information in the public domain.

Background IP. All Graphite information, Graphite Materials, Graphite Know-How, and Graphite Intellectual Property Rights provided to WuXi ATU by and/or on behalf of Graphite in connection with this Agreement, in any form whatsoever shall remain the sole and exclusive property of Graphite (the “Graphite Property”). WuXi ATU shall not acquire any right, title or interest in the Graphite Property as a result of its performance of the Services. Any and all intellectual property and information, including WuXi ATU Intellectual Property Rights, WuXi ATU Confidential Information, and WuXi ATU Know-How whether tangible or intangible, which was in WuXi ATU's possession prior to the Effective Date or which is later generated or acquired by WuXi ATU outside the scope of the Services or other activities under this Agreement (collectively, the “WuXi ATU Property”), shall be the sole and exclusive property of WuXi ATU.

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.

Delivery to Graphite. WuXi ATU will ensure that each Batch will be shipped to Graphite or Graphite’s designee, in accordance with the instructions for shipping and packaging specified by Graphite in the applicable Work Order or as otherwise agreed to by the Parties in writing. Transportation of Product, whether or not under any arrangements made by WuXi ATU on behalf of Graphite, shall be made at the sole risk and expense of Graphite.

Graphite Payment Contact. Invoices to Graphite will be submitted to Graphite at ​. In addition, WuXi ATU shall send a copy of the invoice to the Graphite representative designated in the Work Order.

Graphite Materials” means the materials supplied by, or on behalf of Graphite to WuXi ATU and used to produce Product, the particulars of which are identified in Work Orders hereto.

WuXi ATU shall not thereafter use or exploit the Graphite Patent Rights, Graphite Know-How or the Graphite Information in any way whatsoever; and

Graphite Process Documentation” means records provided by Graphite related to the Graphite Process for the Manufacture of Product including master batch records, quality control assay test procedures, work instructions, bill of materials, raw material specifications, forms, training documents, Specifications, critical quality attributes, labels and test record forms.

WuXi ATU will secure Graphite Materials and/or the Graphite Know-How in WuXi ATU’s possession in such manner as WuXi ATU secures its own material of similar nature.

Graphite Patent Rights” means all patents and patent applications of any kind throughout the world that are necessary or useful in performance of the Services, or related to the Products or the Graphite Process, which Graphite is the owner of or is entitled to use.

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