No Benefit to Third Parties. Except as provided in [Article 11], the covenants and agreements set forth in this Agreement are for the sole benefit of the Parties hereto and their successors and permitted assigns, and they shall not be construed as conferring any rights on any other Persons.

The provisions of this Agreement are for the sole benefit of the Parties and their successors and permitted assigns, and they shall not be construed as conferring any rights in any Third Party except as otherwise expressly provided. Except as expressly provided herein, no person who is not a party to this Agreement (including any employee, officer, agent, representative or subcontractor of either Party) shall have the right to enforce any term of this Agreement which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the Parties, which agreement must refer to this [Section 26].

Third Parties. Nothing in this Agreement, whether express or implied, is intended to: # confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; # relieve or discharge the obligation or liability of any person not an express party to this Agreement; or # give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.

No Third Party Benefit. Seller and Buyer agree that except as provided in [Section 12] with respect to Seller Indemnitees and Buyer Indemnitees, the provisions of this Agreement, including, without limitation, [Section 2], are for the sole benefit of Seller and Buyer and their respective successors and assigns, and are not for the benefit, directly or indirectly, of any other Person.

No Third Party Benefit. This Lease is a contract between Landlord and Tenant and nothing herein is intended to create any third party benefit.

No Recourse to Third Parties. Each party agrees it will look solely to the other party (or any guarantor in respect thereof) for performance of such other party’s obligations under any Transaction.

Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

Binding on Affiliated Third Parties. This Agreement shall inure to the benefit of and shall be binding upon GRVE and Hymers and their respective agents, representatives, executors, administrators, trustees, personal representatives, partners, directors, officers, shareholders, agents, attorneys, insurers, employees, representatives, predecessors, successors, heirs and assigns.

Direct Advances to Third Parties. At ​’s option, but subject to the provisions of [Section 4.1.22(c)], ​ may make any or all Additional Advances directly or through the Title Company to # General Contractor or any Major Trade Contractor for construction expenses which shall theretofore have been approved by ​ and for which ​ shall have failed to make payment, # ​’s Architect to pay its fees to the extent funds are allocated thereto in the Project Budget, # the Construction Consultant to pay its fees and disbursements, # ​’s counsel to pay its fees and disbursements, # to itself to pay # any installment of interest due under the Building Loan Note, # any expenses incurred by ​ which are reimbursable by ​ under the Building Loan Documents (including, without limiting the generality of the foregoing, reasonable attorneys’ fees and expenses and other fees and expenses incurred by such ​), provided that ​ shall theretofore have received notice from ​ that such expenses have been incurred and ​ shall have failed to reimburse ​ for said expenses beyond any grace periods provided for said reimbursement under the Building Loan Note, this Agreement or any of the other Building Loan Documents, or # following an Event of Default, any other sums due to any ​ under the Building Loan Note, this Agreement or any of the other Building Loan Documents, all to the extent that the same are not paid by the respective due dates thereof, # to pay Taxes and/or Insurance Premiums, and # any other Person to whom ​ in good faith determines payment is due and any portion of the Building Loan so disbursed by ​ shall be deemed disbursed as of the date on which the Person to whom payment is made receives the same. The execution of this Agreement by ​ shall, and hereby does, constitute an irrevocable authorization so to advance the proceeds of the Building Loan directly or through the Title Company to such Persons in accordance with this [Section 2.20(c)] as amounts become due and payable to them hereunder and any portion of the Building Loan so disbursed by ​ shall be deemed disbursed as of the date on which the Person to whom payment is made receives the same. No further authorization from ​ shall be necessary to warrant such direct Additional Advances to such relevant Person, and all such Additional Advances shall satisfy the obligation of ​ hereunder and shall be secured by the Building Loan Mortgage and the other Building Loan Documents as fully as if made directly to ​.

Infringement Claims by Third Parties. If either # any Licensed Product Developed, made, Commercialized or otherwise exploited by or under authority of Arcus becomes the subject of a Third Party’s claim or assertion of infringement of a patent relating to the manufacture, use, sale, offer for sale or importation of such Licensed Product in the Field in the Territory, or # if a declaratory judgment action is brought naming either Party as a defendant and alleging invalidity of any of the Licensed Patents in the Territory, the Party first having notice of the claim or assertion shall promptly notify the other Party, and the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. Unless the Parties otherwise agree in writing, each Party shall have the right to defend itself against a suit that names it as a defendant (the “Defending Party”). If WuXi is named in such legal action ​ CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.