Technology Transfer. The Parties expressly agree that they shall work together to transfer the Manufacturing Process to the Facility, including implementing the technology transfer plan set forth in Project Plan. Customer shall fully support such technology transfer as reasonably requested by Lonza. Customer shall (by such date as agreed between the Parties) supply to Lonza all such Customer Information, Customer Supplied Raw Materials, Customer Product Components and other information or materials that are listed in each Project Plan and may be reasonably required by Lonza to perform the Services. Lonza shall not be responsible for any delays arising out of Customer’s failure to provide such Customer Information, Customer Supplied Raw Materials, Customer Product Components and/or other information and/or materials reasonably required to perform the Services to Lonza.

Exchange Control Requirements. You understand and agree that, pursuant to local exchange control requirements, you will be required to immediately repatriate the cash proceeds from the sale of shares of Common Stock related to the RSUs (or any other award granted under the Plan or any predecessor plan) to China. You further understand that, under applicable laws, such repatriation of cash proceeds will need to be effectuated through a special exchange control account established by the Corporation (or any affiliate or subsidiary), and you hereby consent and agree that any proceeds from the sale of shares of Common Stock will be transferred to such special account prior to being delivered to you. You understand that the Corporation may face delays in converting the proceeds to local currency due to exchange control restrictions in China. Proceeds may be paid to you in U.S. dollars or local currency at the Corporation’s discretion. If the proceeds are paid to you in U.S. dollars, you will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited in this account. If the proceeds are paid to you in local currency, the Corporation is under no obligation to secure any particular currency conversion rate, and you understand that the Corporation may face delays in converting the proceeds to local currency due to exchange control restrictions in China. You agree to bear any currency fluctuation risk between the time the shares are sold and the time the sale proceeds are distributed through any such special exchange account. You further agree to comply with any other requirements that may be imposed by the Corporation in the future in order to facilitate compliance with the exchange control requirements in China.

Landlord shall commence performance of the work identified on Exhibit D annexed hereto (the “Landlord’s Existing Premises Work”) in the Existing Premises (excluding the Storage Space) following the date hereof (it being agreed that certain portions of such work may not be performed until such time as the weather conditions required to perform such work are appropriate) and shall thereafter diligently pursue the Substantial Completion thereof and shall use commercially reasonable efforts to cause such Substantial Completion to occur on or before the date that is one hundred eighty (180) days following the Existing Premises Work Start Date (which one hundred eighty (180) days period shall be subject to extension due to casualty, condemnation, Tenant Delays, Unavoidable Delays); it being understood that any of the work detailed in this sentence shall be performed in coordination with Tenant’s performance of any Tenant’s Work in the Existing Premises (excluding the Storage Space) and Tenant hereby permits Landlord (and Landlord’s contractors and agents) access to the Existing Premises (excluding the Storage Space) to perform such work Landlord shall not be required to perform any such work on an overtime or premium-pay basis. In connection with any Landlord’s Existing Premises Work performed by Landlord, Tenant shall have no claim for any rent abatement and shall not be entitled to make any claim for constructive or actual eviction in connection therewith. Tenant acknowledges and agrees that the Landlord’s Existing Premises Work shall be performed by Landlord during regular business hours and same may interfere with Tenant’s ordinary conduct of business (though Tenant hereby waives any claim against Landlord in connection therewith); provided, however, that subject to the foregoing, Landlord and Tenant shall reasonably cooperate with each other and shall use reasonable efforts to coordinate the performance of Landlord’s Existing Premises Work and Tenant’s Work as necessary to minimize interference with the other party’s work being performed in the Existing Premises. Following Substantial Completion of Landlord’s Existing Premises Work on each floor of the Existing Premises, Landlord and Tenant (to the extent that Tenant makes a representative reasonably available) shall conduct a walk-through inspection of the applicable portions of the Existing Premises and shall identify any Punch List Items in connection with Landlord’s Existing Premises Work. Landlord shall use commercially reasonable efforts to complete such Punch List Items within thirty (30) days following notice from Tenant thereof (which thirty (30) day period shall be subject to extension due to casualty, condemnation, Tenant Delays and Unavoidable Delays). Tenant hereby acknowledges and agrees that the Punch List Items shall be performed in coordination with Tenant’s performance of Alterations in the Existing Premises and Tenant’s occupancy thereof and Tenant hereby permits Landlord (and Landlord’s contractors and agents) access to the Existing Premises to perform such work and Landlord shall not be required to perform any such work on an overtime or premium-pay basis. Subject to the immediately preceding sentence, Landlord and Tenant shall reasonably cooperate with each other and use reasonable efforts to coordinate the performance of any Punch List Items and Tenant’s Work as necessary to minimize interference with the other party’s work being performed in the Existing Premises. In connection with any Punch List Items performed by Landlord, Tenant shall have no claim for any rent abatement and shall not be entitled to make any claim for constructive or actual eviction in connection therewith. Tenant acknowledges and agrees that the Punch List Items shall be performed by Landlord during regular business hours and same may interfere with Tenant’s ordinary conduct of business (though Tenant hereby waives any claim against Landlord in connection therewith).

The “Commencement Date” shall be the earlier of: # the date Landlord Delivers the Premises to Tenant; and # the date Landlord could have Delivered the Premises but for Tenant Delays. Upon the request of either Landlord or Tenant, Landlord and Tenant shall execute and deliver a written acknowledgment of the Commencement Date, and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however, the failure by either party to execute and deliver such acknowledgment shall not affect either party’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease and, if elected by Tenant, the Extension Term which Tenant may elect pursuant to Section 39 hereof.

substantially complete such restoration, as set forth in ​’s Completion Notice (the “Outside Restoration Date”), which Outside Restoration Date shall be extended to the extent of any delays # caused by ​ or # caused by Force Majeure (up to a maximum of sixty (60) days of additional delay due to Force Majeure), then ​ shall have the additional right during the first ten (10) business days following the Outside Restoration Date until such repairs are complete, to terminate this Lease by delivery of written notice to ​ (the “Damage Termination Notice”), which termination shall be effective on a date specified by ​ in such Damage Termination Notice (the “Damage Termination Date”), which Damage Termination Date shall not be less than ten (10) business days, nor greater than thirty (30) days, following the date such Damage Termination Notice was delivered to ​.

FORCE MAJEURE. No failure or omission by any party in the performance of any obligation of this Agreement (except payments hereunder) shall be deemed a breach of this Agreement nor create any liability if the same shall arise from any cause or causes beyond the control of the party in question, as the case may be, including, but not restricted to, the following, which, for the purpose of this Agreement, shall be regarded as beyond the control of the party in question: acts of God; acts or omissions of any government or any agency thereof; compliance with any governmental authority or any officer, department, agency or instrumentality thereof; fire; storm; flood; earthquake; accident; acts of the public enemy; war, declared or undeclared; rebellion; insurrection; riot; sabotage; invasion; quarantine restrictions; strike; lockout; disputes or differences with workmen; transportation embargoes or delays in transportation.

Programmer shall pay to Licensee the fee set forth on Schedule hereto, in advance of each month, for the rights granted under this Agreement (the “Monthly Fee”). In accordance with Licensee’s rights under Section 2.3.2 below, and provided Programmer is not then in default hereof, if Licensee preempts, deletes, delays, suspends, cancels or fails to broadcast any of the Programming during time that would otherwise be considered as LMA Hours, Programmer shall receive a credit equal to the pro rata portion of the Monthly Fee paid for the month in which such preemption, deletion, delay, suspension, cancellation or failure to broadcast occurs pursuant to Section 2.3.2. Any credit due Programmer shall be applied to the Monthly Fee due immediately following the calendar month during which such suspension, cancellation, preemption or delay subject to credit occurred.

Any payment or proceeds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion. If the payments or proceeds are paid to the Participant in U.S. dollars, the Participant will be required to set up a U.S. dollar bank account in the PRC (if the Participant does not already have one) so that the payments or proceeds may be deposited into this account. If the payments or proceeds are paid to the Participant in local currency, the Company is under no obligation to secure any particular currency exchange rate and the Company may face delays in converting the payments or proceeds to local currency due to exchange control restrictions. The Participant agrees to bear any currency exchange rate fluctuation risk between the time the cash proceeds are received and the time the cash proceeds are distributed to the Participant through the special account described above.

Charges and Expenses. Issuance of Common Stock to [[Organization B:Organization]], or any of its assignees, upon the conversion of this Note shall be made without charge to [[Organization B:Organization]] for any issuance fee, transfer tax, legal opinion and related charges, postage/mailing charge or any other expense with respect to the issuance of such Common Stock. Company shall pay all Transfer Agent fees incurred from the issuance of the Common Stock to [[Organization B:Organization]], as well as any and all other fees and charges required by the Transfer Agent as a condition to effectuate such issuance. Any such fees or charges, as noted in this Section that are paid by [[Organization B:Organization]] (whether from [[Organization A:Organization]]’s delays, outright refusal to pay, or otherwise), will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144.

Landlord’s Repair Notice. Landlord, as soon as reasonably possible but in any event within sixty (60) days after the date of the Casualty, shall deliver a written notice to Tenant (“Landlord’s Casualty Notice”) indicating Landlord’s election # to perform Landlord’s Restoration Work, including Landlord’s good faith estimate (which shall be based on Landlord’s consultation with a qualified, independent, experienced and reputable architect and/or general contractor experienced in similar types of Landlord’s Restoration Work) of the number of days (assuming no unusual delays in the receipt of insurance proceeds, no overtime or other premiums, and no Force Majeure Event) measured from the date of the Casualty that will be required for Landlord to substantially complete Landlord’s Restoration Work (the “Estimated Restoration Period”) or # to terminate this Lease pursuant to Paragraph 25.3 as of the date specified in Landlord’s Casualty Notice, which date shall not be less than thirty (30) nor more than sixty (60) days after the date of such notice, unless Tenant exercised its right to terminate this Lease pursuant to Paragraph 25.4.