No Orders or Injunctions. No order, judgment, injunction or decree issued by a governmental authority of competent jurisdiction prohibiting consummation of the transactions contemplated by this Agreement or the other Transaction Documents shall be in effect and no law shall have been enacted, issued, promulgated, enforced or entered into by any governmental authority that enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement or the other Transaction Documents.

“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.

Maintenance Records and Warranties. Maintenance work orders for the twenty-four (24) months preceding the Effective Date of this Agreement and warranties, if any, on roofs, air conditioning units, fixtures and equipment;

appropriate by WuXi ATU and Graphite. Work Orders will be signed by each Party, reference this Agreement, and be sequentially numbered as executed. A Work Order may be substantially in the form provided on Exhibit A of this Agreement in which case such Work Order may reference an agreed-upon proposal or quote submitted by WuXi ATU, provided that the proposal or quote is attached to the Work Order. Once signed, a Work Order becomes a part of the Agreement, although the terms in a Work Order will govern only Services described in that Work Order. In the event of any inconsistency between this Agreement and any Work Order, this Agreement will prevail unless the Work Order specifically states otherwise.

Buyer may at any time, by written notice to Seller, suspend performance of the work for such time as it deems appropriate. Upon receiving notice of suspension, Seller shall promptly suspend work to the extent specified, properly caring for and protecting all work in progress and materials, supplies and equipment Seller has on hand for performance. Upon Buyer’s request, Seller shall promptly deliver to Buyer copies of outstanding purchase orders and subcontracts for materials, equipment and/or services for the work, and shall take such action relative to such purchase orders and subcontracts as Buyer may reasonably direct. Buyer may at any time withdraw the suspension as to all or part of the suspended work by written notice specifying the effective date and scope of withdrawal. Seller shall resume diligent performance on the specified effective date of withdrawal. All Seller’s claims for increase or decrease in the reasonable costs [...​...] directly associated with or the time required for the performance of any work caused by suspension shall be pursued pursuant to, and consistent with, Section 6 “Changes”.

The Master Services Agreement. As a general form of contract, this Agreement allows the Parties to contract multiple projects through the issuance of different Work Orders (each a “Work Order”) without having to renegotiate the basic terms and conditions contained in this Agreement. This Agreement does not obligate the Parties to enter into any Work Order. Unless the Parties expressly state otherwise in a Work Order, the terms and conditions of this Agreement shall govern the Services provided by WuXi ATU under any Work Order. This Agreement will not be effective until it (or a counterpart of it) has been signed on behalf of both Parties.

Obligations on Termination. Upon expiration or after receipt of a notice of termination for any reason, Seller shall immediately: # stop work as directed in the notice; # place no further subcontracts or purchase orders for materials, services or facilities hereunder, except as necessary to complete the continued portion of this Order; and # terminate all subcontracts to the extent they relate to work terminated. After termination, Seller shall deliver to Buyer all completed work and work in process, including all designs, drawings, specifications, other documentation and material required or produced in connection with such work and all of Buyer’s Confidential Information as set forth in Section 16.

Entire Agreement. This Agreement, together with any SOW, amendments, work orders or other related documents, constitutes the entire agreement of the Parties with respect to its subject matter and merges and supersedes all prior discussions and writings with respect thereto.

Advances and Loans; Affiliate Transactions. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit, make advances to or enter into any transaction with any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances # in existence or committed on the Issue Date and which the Borrower has informed Holder in writing prior to the Issue Date, # in regard to transactions with unaffiliated third parties, made in the ordinary course of business or # in regard to transactions with unaffiliated third parties, not in excess of $100,000. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, repay any affiliate (as defined in Rule 144) of the Borrower in connection with any indebtedness or accrued amounts owed to any such party.

#[[Bank of America:Organization]] will own exclusively all Work Product and [[Organization A:Organization]] hereby assigns to [[Bank of America:Organization]] all right, title and interest (including all Intellectual Property Rights) in the Work Product. Work Product, to the extent permitted by law, shall be deemed “works made for hire” (as that term is defined in the United States Copyright Act). [[Organization A:Organization]] shall provide [[Bank of America:Organization]] upon request with all assistance reasonably required to register, perfect or enforce such right, title and interest, including providing pertinent information and, executing all applications, specifications, oaths, assignments and all other instruments that [[Bank of America:Organization]] shall deem necessary. [[Organization A:Organization]] shall enter into agreements with all of its Representatives and Subcontractors necessary to establish [[Bank of America:Organization]]’s sole ownership in the Work Product. [[Bank of America:Organization]] acknowledges [[Organization A:Organization]]’s and its licensors’ claims of proprietary rights in preexisting works of authorship and other intellectual property (“Pre-existing IP”) [[Organization A:Organization]] uses in its work pursuant to this Agreement. [[Bank of America:Organization]] does not claim any right not expressly granted by this Agreement in such Pre-existing IP, which shall not be deemed Work Product, even if incorporated with Work Product in the Product [[Organization A:Organization]] delivers to [[Bank of America:Organization]]. Unless otherwise agreed in an Order, [[Organization A:Organization]] grants [[Bank of America:Organization]] a perpetual, worldwide, irrevocable, nonexclusive royalty free license to any Pre-existing IP embedded in the Work Product, which shall permit [[Bank of America:Organization]] and any transferee or sublicensee of [[Bank of America:Organization]], subject to the restrictions in this Agreement, to make, use, import, reproduce, display, distribute, make derivative works and modify such Pre-existing IP as necessary or desirable for the use of the Work Product.