Delivery to Graphite. WuXi ATU will ship each Batch to Graphite or Graphite’s designee, # on the shipping date and time mutually agreed upon by WuXi ATU and Graphite, # ​.

Graphite Equipment. Unless otherwise agreed in a Work Order, WuXi ATU will supply all Equipment necessary to perform the Services, except that Graphite will supply the Graphite Equipment, if any, set out in a Work Order. WuXi ATU will not use the Graphite Equipment except in performance of Services under the applicable Work Order. Title to the Graphite Equipment will remain with Graphite and WuXi ATU will ensure that the Graphite Equipment is properly labeled as Graphite property and remains free and clear of any liens or encumbrances. At Graphite’s written request and at Graphite’s reasonable expense, the Graphite Equipment will be returned to Graphite, or to Graphite’s designee. If agreed to in the relevant Work Order, WuXi ATU will be responsible, for maintenance of the Graphite Equipment (other than normal wear and tear). To the extent Graphite provides spare parts for the Graphite Equipment, such spare parts will remain the property of Graphite and will be used by WuXi ATU only for maintenance of the Graphite Equipment. WuXi ATU will promptly notify Graphite if at any time it believes any Graphite Equipment has been damaged, lost or stolen.

Graphite Delays. Any changes or additions to the information provided by Graphite, Graphite Materials, or raw materials provided by Graphite, or (in the case of information) that results in a material change or revision to # the timing, method, or manner of performance of WuXi ATU’s Manufacturing obligations hereunder, # production or assay batch records, or # WuXi ATU-furnished facilities, equipment, materials, services or site, may cause a Service start date to be rescheduled or cancelled. Graphite shall be liable for the reschedule/cancellation fees listed under the applicable Work Order.

Graphite Indemnity. Graphite shall indemnify, defend, and hold harmless WuXi ATU, its Affiliates, officers, directors, employees and agents (collectively, the “WuXi ATU Indemnified Parties”) against all Losses to WuXi ATU may become subject to as a result of any Claims brought by a third Party arising from or related to Graphite’s # research, development, manufacture, distribution, use, sales or other disposition by Graphite, including any distributor, collaborator, customer, sublicense, representative or agent of Graphite, of the Product and/or any other substances upon which the Services were performed, # infringement by Graphite of any third party’s patent rights or unauthorized use or misappropriation of its information or know-how except for Claims falling under 17.1(c); # negligent or willful act, breach of any Appliable Law or any warranty or representation made in this Agreement. Graphite’s obligation to indemnify WuXi ATU shall be reduced to the extent Losses are caused by WuXi ATU’s negligent act or omission or WuXi ATU’s violation of any Applicable Law.

Acceptance of Delivery. Graphite or Graphite representative shall examine the Product as soon as practicable after receipt. Notice of all claims (time being of the essence) arising out of:

At Delivery, unencumbered title to Product will be conveyed to Graphite.

Graphite Payment Contact. Invoices to Graphite will be submitted to Graphite at ​. In addition, WuXi ATU shall send a copy of the invoice to the Graphite representative designated in the Work Order.

Graphite Confidential Information. WuXi ATU acknowledges that save as provided herein WuXi ATU shall not at any time have any right, title, license or interest in or to the Graphite Confidential Information, Graphite Patent Rights, Graphite Know-How, or any other intellectual property rights vested in Graphite or to which Graphite is entitled.

Non-delivery will be given in writing to WuXi ATU within ​ Business Days after the receipt by Graphite of WuXi ATU’s shipping notice.

Non-Conforming Product. Following Delivery of Product, Graphite notifies WuXi ATU in accordance with the procedure and timelines set forth in the Quality Agreement that the Product fails to meet Specification ​ (a “Non-Conforming Product”), WuXi ATU shall initiate an