Nothing contained in this Agreement shall be construed as giving any person, firm, corporation or other entity, other than the parties to this Agreement and their successors and permitted assigns, any right, remedy or claim under or in respect of this Agreement or any term or condition contained in this Agreement.

Yongzhou JIT is engaged in the business of developing and marketing medical technology. Guangzhou JIE is the owner of the equity in Yongzhou JIT, and [[Person B:Person]]in IGP and Jumi IIT (collectively, the “Transferring Owners”) own in aggregate 85.53% of the equity in Guangzhou JIE and 100% of the equity in Jumi GCL, a recently organized holding company. Yongzhou JIT, Guangzhou JIE, [[Person B:Person]]in IGP, Jumi IIT and Jumi GCL are identified herein collectively as the “YJIT Parties”.

Loan Parties. Set forth on [Schedule 5.20(b)] is a complete and accurate list of all Loan Parties, showing as of the Closing Date, or as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.13 and 6.14, (as to each Loan Party) # the exact legal name, # any former legal names of such Loan Party in the four (4) months prior to the Closing Date, # the jurisdiction of its incorporation or organization, as applicable, # the type of organization, # the jurisdictions in which such Loan Party is qualified to do business, # the address of its chief executive office, # the address of its principal place of business, # its U.S. federal taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation or organization, # the organization identification number, # ownership information (e.g., publicly held or if private or partnership, the owners and partners of each of the Loan Parties) and # the industry or nature of business of such Loan Party.

Additional Parties. In accordance with [Section 6.13] of the Credit Agreement, additional Persons may become a Guarantor hereunder after the date hereof, and each Guarantor shall cause such Person to signify its acceptance of the terms hereof by execution and delivery to the Administrative Agent of one or more counterparts of the Joinder hereto, appropriately dated, along with such other documents as may be required under [Section 6.13] of the Credit Agreement.

Parties' Indemnity. Subject to the terms of this Section, the Parties hereby agree to indemnify, defend and hold harmless the other Party and its officers, directors, agents, attorneys, accountants and affiliates from and against any and all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys’ fees and expenses (“Damages”) asserted against or incurred by the Party by reason of or resulting from a breach by the other Party of any representation, warranty or covenant contained herein, or in any agreement executed pursuant thereto.

Parties Bound. The terms, provisions, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns, subject to the limitation on assignment expressly set forth herein.

Third Parties. Nothing in this Agreement, whether express or implied, is intended to: # confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; # relieve or discharge the obligation or liability of any person not an express party to this Agreement; or # give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.

Where a Lender includes the indication described in sub-clause 12.2.9 above in [Schedule 1] (Original Parties), the Borrower shall file a duly completed form [[Unknown Identifier]] in respect of such Lender with HM Revenue & Customs within 30 days of the date of this Agreement and shall promptly provide the Lender with a copy of that filing provided that the Borrower shall not be liable in respect of any non-compliance with its obligations under this sub-clause 12.2.10 where such non-compliance is due to circumstances beyond the control of the Borrower (including, without limitation, any delay, failure or omission on the part of the relevant Lender or the Facility Agent to comply with any obligation owed to the Borrower, or to any inaccuracy in any information provided by the relevant Lender or the Facility Agent in connection with the DT Treaty Passport scheme).

Committee Authority. The Committee shall have complete discretion in the exercise of its rights, powers, and duties under this Agreement. Any interpretation or construction of any provision of, and the determination of any question arising under, this Agreement shall be made by the Committee in its discretion, as described in paragraph 9. The Committee and the Audit Committee may designate any individual or individuals to perform any of its functions hereunder and utilize experts to assist in carrying out their duties hereunder.

Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.