Closing Deliverables. If the Company accepts the undersigned’s Subscription Agreement, the Company shall deliver an originally executed share certificate representing the purchased Units in exchange for the accepted Purchase Price to the undersigned to the address provided by the undersigned on the signature page to this Subscription Agreement.

Closing Deliverables. On the Closing Date, the Seller will have delivered or caused to be delivered to Buyer the duly executed Closing deliverables, as specified in Section 6.1.

Deliverables. All Deliverables, information, data, writings, inventions and other work product (and all intellectual property rights therein), in any form whatsoever, both tangible and intangible, developed as a result of performance of the Services by WuXi ATU (collectively, the “Works”), shall be the sole and exclusive property of Graphite. Graphite shall be the sole owner of all the rights to such Works in any form and in all fields of use known or hereafter existing. Provided that Graphite has fulfilled all of its payment obligations to WuXi ATU, Graphite may transfer such Works or use the Works for any purpose without further payment to WuXi ATU.

On the date of the Closing, the Purchaser shall complete the transfer the Purchase Price to the Seller (as set forth in Exhibit A), in accordance with instructions provided by the Seller to the Purchaser prior to the date of the Closing.

At the Closing, the Seller shall # deliver to the Cayman Transfer Agent a signed Instrument of Transfer duly executed by the Seller with respect to the sale of the Purchased Shares to the Purchaser, # cause the Company to delivered to the Cayman Transfer Agent a Signed Instruction Letter, # cause the Company to instruct the Cayman Transfer Agent to deliver a new share certificate to the Purchaser evidencing the Purchased Shares.

Purchaser Deliverables. At the Closing and as a condition to Closing, Purchaser shall deliver the following:

Section # Closing Deliverables.

Closing. Upon the terms and subject to the conditions set forth in this Agreement, the closing of the transaction contemplated by this Agreement (the “Closing”) shall take place at the offices of Morris, Nichols, Arsht & Tunnell LLP, or at such other place as the parties mutually agree upon, on such day and at such time as may be mutually agreed upon by the parties (the “Closing Date”), it being understood that Closing shall occur within thirty (30) days of the parties receiving approval from the Delaware Public Service Commission (“DPSC”) to consummate the transaction contemplated hereby.

Closing. The closing (the “Closing”) of the purchase of the Common Shares by the Buyers shall occur at the offices of [[Address B:Address]]. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., New York time, on the first (1st) Business Day (as defined below) on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer). As used herein “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Closing. The USMS and the Purchaser will reasonably cooperate in mutually agreeing upon a date (the “Closing Date”) to consummate the transaction contemplated by this Agreement (the “Closing”) that satisfies the regulatory and convenience needs of both Parties, but in any event said date shall be no later than four business days following the execution of this Agreement by both parties and the satisfaction (or waiver) of the conditions set forth in Section 5 of this Agreement. The Purchaser will initiate the Closing by delivering an amount in cash equal to the Purchase Price to the USMS on the Closing Date via wire transfer, pursuant to wire transfer instructions provided by the USMS. The USMS shall direct its custodian broker to electronically deliver the Shares to the brokerage account specified by the Purchaser upon receipt by the USMS of the wire transfer of an amount in cash equal to the Purchase Price. The foregoing Closing Date notwithstanding, for tax and accounting purposes, the transaction shall be considered closed upon the delivery of the Shares to the Purchaser’s account.