Any and all amounts required hereunder to be paid to [[Organization C:Organization]] shall be paid to [[Organization C:Organization]] pursuant to the terms and conditions of this Agreement. Without limiting the foregoing, any and all [[Organization C:Organization]] Payment Deliverables received by [[Organization B:Organization]] at any time (and any and all [[Organization C:Organization]] Payment Deliverables that are or are deemed to be in or under the custody, possession or control of [[Organization B:Organization]] at any time) shall be held in trust by [[Organization B:Organization]] as the property and for the benefit of [[Organization C:Organization]]. In such event, [[Organization B:Organization]] shall, and [[Organization B:Organization]] has a fiduciary duty to [[Organization C:Organization]], # to hold in trust, as the property and for the benefit of [[Organization C:Organization]], the [[Organization C:Organization]] Payment Deliverables and (ii) (A) to immediately turn over and deliver to [[Organization C:Organization]] each [[Organization C:Organization]] Payment Deliverable, in kind, and in the exact form received, no later than one (1) Business Day after receipt thereof, and concurrently, endorse to [[Organization C:Organization]] any instrument or other form of payment payable to [[Organization B:Organization]], but which is to be paid to [[Organization C:Organization]] under this Agreement, # not to release any [[Organization C:Organization]] Payment Deliverable to any other Person without [[Organization C:Organization]]’s prior written consent, and # not to negotiate or otherwise seek to convert to cash any [[Organization C:Organization]] Payment

Purchaser Deliverables: On or prior to the Closing, the ​ shall deliver: # the Purchase Price to the Escrow Agent; and # upon the satisfaction of the terms set forth in Section 2.2 hereof as determined by ​ in their discretion, written acknowledgement that ​ are satisfied with the results of their due diligence review of the Company and its books and records.

4.3Customer Complaints. Purchaser shall be responsible for # managing all of Purchaser’s customer complaints or product inquires with respect to the Supply Deliverables, # reporting such complaints or inquires to Regulatory Authorities and # except as otherwise provided herein, all appropriate corrective action related thereto. Supplier shall, at Purchaser’s reasonable request, assist Purchaser in complying with Purchaser’s legal obligations pertaining to customer complaints and vigilance reporting.

BOSCH receives from SUPPLIER a non-exclusive, irrevocable, unrestricted as to place, time and subject, and sub-licensable right to use the DOCUMENTS. The right of usage includes any use, modification and reproduction of the DOCUMENTS, All intellectual property rights in SUPPLIER’s products, any modifications to SUPPLIET’s products and all other deliverables provided by Supplier shall be owned by SUPPLIER.

Administrative Agent's receipt of a fully executed copy of the Settlement and Release Agreement dated as of December 14, 2017 (the "Settlement Agreement") by and among David A. Gold and Kenneth L. Gold, Goldy Metals Incorporated, Goldy Metals (Ottawa) Incorporated, End of Life Vehicles Inc. and Borrowers, and all actions, deliverables and other transactions provided for in the Settlement Agreement shall have occurred; and

Exclusive ownership of all concepts, inventions, improvement, designs, programs, formulas, know-how, methods, products, processes and writings, whether copyrightable or patentable, that are not listed as deliverables on this Agreement, and other items developed in the process of providing services to another client shall be governed by the terms of the agreement between ICV and that client and have no bearing on this Agreement.

“Regulatory Standards” means # applicable standards of the International Standards Organization (“ISO”) and applicable ISO-certified processes; # other quality standards and quality assurance plans referenced in the Specifications; # laws and requirements of Regulatory Authorities referenced in the Specifications; and # any other applicable laws and requirements of Regulatory Authorities relating to the manufacture and supply of Supply Deliverables (or components thereof) by Supplier for commercial sale.

4.2Records. Throughout the Term of this Agreement, and for a period of six (6) years thereafter, Supplier shall, at its own cost and expense, keep, or cause to be kept by Third Parties, complete, accurate and authentic accounts, notes, data, records and other documentation pertaining to the Quality Control Procedures and the manufacture, processing, testing, labeling, and storage of the Supply Deliverables, including without limitation master production and control records.

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 7 shall constitute Program Specific Results. Program Specific Deliverables are marked with a (*).

WuXi ATU shall not be obligated to provide Services or Deliverables or otherwise comply with the restrictions and obligations under this Agreement or any Work Order until all overdue payments have been received by WuXi ATU, together with interest accrued on such late payments from the due date until full payment is received. WuXi ATU may also terminate the Work Order for material breach by Graphite upon ​ Business Days written notice to Graphite unless all undisputed overdue amounts owed plus interest is received by WuXi ATU within the notice period.