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 (*).

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

Ownership of Work Product. Consultant hereby assigns to the Company, for no additional consideration, all of Consultant’s rights, including copyrights, in all deliverables and other works prepared by Consultant under this Agreement. Consultant shall, and shall cause his agents to, promptly sign and deliver any documents and take any actions that the Company reasonably requests to establish and perfect the rights assigned to the Company under this Section 4.2.

The Parties agree to collaborate on the Research Project and shall use reasonable endeavours to carry out in a diligent manner those parts of the Research Project allocated to it, in accordance with the details specified in [Schedule 1]. The Parties recognise that the Research Project is research in nature and hence completion within the period of performance or the achievement of the deliverables or milestones specified in [Schedule 1] cannot be guaranteed.

Specifications. If Specifications are provided in any Work Order, WuXi ATU will perform the Services and provide the Deliverables in accordance with the Specifications. The final Specifications, as approved in writing by the Parties will be incorporated by reference and made part of the applicable Work Order. Any amendments to the Specifications that are approved in writing by the Parties shall also be incorporated by reference and made part of the applicable Work Order.

Notwithstanding anything to the contrary contained herein and for all purposes hereunder only those leases (assuming for purposes hereof that such leases were in existence on January 1, 2015) that would have constituted capital leases or financing leases in conformity with GAAP on January 1, 2015, shall be considered capital leases or financing leases for all purposes hereunder, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

Ownership of Materials. All materials, information, property and other items defined as specific deliverables related to the contracted Services (including, but not limited to, reports, data, drawings, working papers and other writings), together will all rights associated with ownership of such items (such as copyright, patent, trade secret, trademark and trade name rights), shall become the property of Company when so obtained or developed as a direct result of performance of the Services detailed [Attachment A], whether or not delivered to Company.

Changes. Either Party may propose a change in the scope or detail of a Work Order. Any such change will require a written change of scope amendment to each Work Order (a “Change of Scope”). Each Change of Scope will detail the requested changes to the applicable task, responsibility, duty, milestone, deliverables, budget, Timeline(s) or other matter. A Change of Scope will become effective as an amendment to such Work Order upon the execution of such Change of Scope by both Parties’ authorized representatives. Each Party agrees to act in good faith and promptly when considering a Change of Scope requested by the other Party.

Section # Acceleration and Extension of Maturity Date. The Maturity Date shall be November 29, 2017, unless extended, at the election of the Company to July 11, 2018, by written notice to the Holder on or before November 27, 2017 (the “Extension Notice Date”), together with the deliverables set forth in [Section 2.2(b)] of the Purchase Agreement and so long as # the Company is not in default under the terms of any of the Transaction Documents after receipt of notice from the Holder of the same (subject to any cure periods), and # subject to and in accordance with the terms herein and in the Purchase Agreement.

Subrogation. Subject to the terms of this Contract, the Parties hereby agree that no rights of subrogation arising from any insurance shall apply in this Contract (and shall cause its insurer(s) to waive any such rights of subrogation) against the other Party and its Affiliates, directors, officers and employees, and to the extent reasonably consistent with industry-standard insurance policies, contractors, subcontractors, Consultants, and agents, with respect to all rights, obligations, remedies and claims under, or related to, or arising from this Contract, including all work performed, deliverables, or liabilities of any kind whatsoever, whether sounding in contract or in tort (including, but not limited to, negligence), to the fullest extent authorized by Law.