the Agent has received an Officer’s Certificate from the Borrowers confirming that the conditions in the [foregoing clauses (a) through (g)] have been satisfied and that the copies of the deliverables required by the same are true and complete.

Section # EnTrust Contributor’s Closing Actions and Deliverables. At the Closing, the EnTrust Contributor shall deliver or cause to be delivered to the Permal Contributor, in each case, duly executed by the EnTrust Contributor and/or, the EnTrust Entities, as applicable:

Records - documentation of facts that include normal and customary documentation of facts or events for an industry, specific deliverables as designated, emails determined to be “records” because of the business or litigation purpose, any records documenting legal, regulatory, fiscal or administrative requirements.

Rights to Inventions. Company shall become the exclusive owner of, and ICV hereby assigns to Company, all concepts, inventions, improvement, designs, programs, formulas, know-how, methods, products, processes and writings, whether copyrightable or patentable, listed as deliverables on this Agreement with respect to performance of Services.

“Facility IP” means all Intellectual Property (and associated deliverables, products, and other materials described in this definition) of Service Provider or its Affiliates, whether now existing or hereafter developed, in or covering the Facility (including all equipment, components, hardware, software and other deliverables) as delivered under the Services Agreement or under the EPC Agreement (including Intellectual Property, deliverables, products, and materials underlying, supporting, or used to create deliverables under the EPC Agreement or Services Agreement, regardless of whether the same have been or will be provided to Owners, but excluding products delivered by Service Provider’s fuels group to Owners under separate commercial agreements), required or reasonably necessary for Owners to design, construct, test, startup, license, complete, maintain, improve, and operate the Facility, to defend challenges on ITAACs or respond to other requests made by any Government Authority or pursuant to applicable Law, including # patents, trademarks (but excluding the Westinghouse name or any trademarks related to AP1000®), copyrights, trade secrets, inventions, know-how, proprietary information, confidential information, documentation, materials and data; # software required or reasonably necessary for Facility Purposes, including Service Provider (or its Affiliates)-owned and developed proprietary computer programs expressed in a source code language consisting of a full source language statement of programs and all related compiler command files, build scripts, complete maintenance documentation, application programming interfaces, graphical user interfaces, schematic diagrams and annotations which comprise the pre-coding detail design specifications, information management data bases (e.g., open item database, PCC outstanding issues list, DCP database, LAR database, ITAAC database), plans, designs, calculations and models (e.g., seismic models, structural models, stress analyses,

2.3Orders. In conjunction with each binding forecast described in [Section 2.2], Purchaser shall, and from time to time during or before the binding forecast quarter, provide to Supplier written purchase orders specifying quantities and requested delivery date(s) of Supply Deliverables that in aggregate over the binding forecast quarter equal or exceed the amounts of the Supply Deliverables specified in that binding forecast quarter, as well as the location(s) to which the requested Supply Deliverables are to be shipped. Each order shall be deemed to have been accepted by Supplier unless rejected by Supplier by providing Purchaser with written notice of rejection within fifteen (15) business days after receipt. Any purchase orders submitted by Purchaser shall reference this Agreement and shall be governed exclusively by the terms contained herein. Any term or condition in any purchase order, confirmation, or other document furnished by Purchaser or Supplier that is in any way inconsistent with the terms and conditions set forth in this Agreement is hereby expressly rejected. No accepted order shall be modified or canceled except as provided herein or upon the mutual agreement of the parties. Mutually agreed change orders shall be subject to all provisions of this Agreement, whether or not the change order so states. Purchaser may in its sole discretion by written notice to Supplier cancel orders for and deliveries of any Supply Deliverables that are not delivered within 90 days after the delivery date specified in the accepted order or, if returned in accordance with [Section 3.3(c)], are not replaced within the time period specified in [Section 3.3(c)]. In the event of such cancellation by Purchaser, Purchaser may then make appropriate and proportional adjustments to any outstanding orders and forecasts in light of any shortfalls in supply that relate to such cancellation.

Deliverables which are in the form of a check or other form of payment without [[Organization C:Organization]]’s prior written consent. Nothing contained in this Section authorizes or permits payment to [[Organization B:Organization]] or any other Person (other than [[Organization C:Organization]]) of any amounts which are required under this Agreement to be paid directly to [[Organization C:Organization]].

Payment of Amounts Owed. In the event of termination by Graphite for convenience or by WuXi ATU for cause, Graphite shall pay WuXi ATU for Services performed up to the date of termination and any termination/cancellation fees and/or liquidated damages, if any, that are agreed-to by the Parties in the applicable Work Order. In addition, Graphite shall reimburse WuXi ATU for expenses incurred or irrevocably committed to third parties in accordance with this Agreement and the Price for any Services that are in-progress or that has an initiation date scheduled within ​ of the receipt of notice of termination or cancellation. In the event Graphite terminates for cause and elects to take ownership of any Deliverables or portion thereof from Services then Graphite shall be liable to WuXi ATU for payment of the Services that gave rise to such Deliverables.

Except as otherwise excluded under Ablynx Background Know-How (or Ablynx Background Know-How Improvements) or Merck Background Know-How (or Merck Background Know-How Improvements), including [Schedule 8.7.3] that lists Merck Background Know-How that will not be provided to Ablynx upon termination of Research Programs, any results generated from the activities set forth in Work Plan 9 shall constitute Program Specific Results. Program Specific Deliverables are marked with a (*).

Except as otherwise excluded under Ablynx Background Know-How (or Ablynx Background Know-How Improvements) or Merck Background Know-How (or Merck Background Know-How Improvements), including [Schedule 8.7.3] that lists Merck Background Know-How that will not be provided to Ablynx upon termination of Research Programs, any results generated from the activities set forth in Work Plan 10 shall constitute Program Specific Results. Program Specific Deliverables are marked with a (*).