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.

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 [[Unknown Identifier]] shall constitute Program Specific Results. Program Specific Deliverables are marked with a (*).

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.

All materials, information, property and other items developed by ICV prior to or during this Agreement, or developed for other clients during this Agreement Term, and not defined as specific deliverables for this Agreement, shall remain the property of ICV. Specifically, ownership of all materials, information, property 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.

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.

“[[Organization C:Organization]] Payment Deliverables” shall mean any and all checks, commercial paper, notes, cash or other forms of payment of any and all sums: # required to be paid to [[Organization C:Organization]] hereunder but which have been received by [[Organization B:Organization]] (including any and all proceeds received by [[Organization B:Organization]] from the sale of any Participated Mortgage Loan to a Take-Out Purchaser); or # received by [[Organization B:Organization]] during the occurrence of an Event of Default which sums relate to any Participated Mortgage Loan.

Contractor’s Assignment of Rights. Contractor represents that it has assigned some or all of its rights under the Contract to Assignee. Regardless of any details or limitations that the Contractor and Assignee may have agreed to as between themselves, the Contractor irrevocably warrants to the Commonwealth that the Commonwealth may treat the Assignee as holding all of Contractor’s rights under the Contract. This includes, without limitation, any outstanding right to payment for work or deliverables previously rendered under the Contract.

3.2Testing Units; Quality Control Audits. Supplier shall maintain testing units of Supply Deliverables for a period of 5 years after Supplier delivers such Supply Deliverables to Purchaser, or longer if required by law. After such time period, Supplier shall notify Purchaser prior to the destruction or disposal of any sample units retained under this [Section 3.2] and, if requested by Purchaser, Supplier shall deliver or cause to be delivered such sample units to Purchaser in lieu of such destruction or disposal, all at Purchaser’s expense. During the term of this Agreement, Purchaser shall have the right to audit, survey, or verify the adherence of Supplier to the Quality Control Procedures and Regulatory Standards, all at Purchaser’s expense. In addition, upon reasonable advance written notice to Supplier, Purchaser shall have the right to have representatives or Regulatory Authorities visit the manufacturing facilities of Supplier and Third Party vendors during normal business hours to review Supplier’s and such vendors’ manufacturing operations, to assess compliance with Quality Control Procedures and Regulatory Standards, and to discuss any related issues with Supplier’s and such vendors’ manufacturing and management personnel.

effective, until either such notice is withdrawn or such provision is amended in a manner satisfactory to the Borrower and the Required ​. Notwithstanding anything to the contrary contained herein, for purposes of this Agreement, leases shall continue to be accounted for on a basis consistent with that reflected in the financial statements of the Borrower for the fiscal year ended December 31, 2017, and all calculations and deliverables under this Agreement shall be made or delivered, as applicable, in accordance with such accounting.

“EBITDA” shall mean for any period the sum of # Earnings Before Interest and Taxes for such period, plus # depreciation expenses for such period, plus # amortization expenses for such period, plus # one-time charges for severance and termination related charges and expenses in an amount not to exceed $1,000,000 for such period; plus # any fees or expenses incurred or paid by either the Borrower or any of its Subsidiaries or Affiliates in connection with the Borrowers’ entry into this Agreement and the Other Documents, (including, any fees or expenses incurred or paid by any Borrower or any Subsidiaries), appraisals or due diligence with respect to the Agreement and the Other Documents or any deliverables to be provided or actions to be taken on a post-closing basis for such period.