No Duty to Inquire. Neither the Company, the Trustee nor the Committee shall have any obligation to inquire into or be responsible for any action or failure to act on the part of the others.

No Duty to Mitigate. The Employee shall not be required to mitigate the amount of any payment contemplated by this Agreement, nor shall any such payment be reduced by any earnings that the Employee may receive from any other source.

No Duty to Account. EDS and each other Elevate Party and TCDS and each other Think Party shall have an unrestricted right to make any use of the Co-Owned Subject Matter (including the right to grant non-exclusive licenses to the Co-Owned Subject Matter to any third party) and shall not have any obligation of any kind to account to the other party or obtain consent of the other party to grant nonexclusive licenses to the Co-Owned Subject Matter (subject to compliance with Section 7 below). Notwithstanding the foregoing, each Party’s exportation or re-exportation of the Co-Owned Subject Matter outside the United States of America and its territories and possessions will be in compliance with applicable export control laws.

Fiduciary Duty. During his or her service with the Company Group the Participant shall devote his or her full energies, abilities, attention and business time to the performance of his or her service responsibilities and shall not engage in any activity which conflicts or interferes with, or in any way compromises, his or her performance of such responsibilities.

No Duty on Secured Parties’ Part. The powers conferred on the Secured Party by this Section 3 are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon them to exercise any such powers. The Secured Party shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Secured Party nor any of its officers, directors, employees or agents shall, in the absence of willful misconduct or gross negligence, be responsible to the Debtor for any act or failure to act pursuant to this Section 3.

Duty to Notify. WuXi ATU will promptly notify Graphite if at any time during the term of this Agreement WuXi ATU has reason to believe that it will be unable to perform or complete the Services in a timely manner. Compliance by WuXi ATU with this Section 4.6 will not relieve WuXi ATU of any other obligation or liability under this Agreement.

Duty of Care. Lender’s sole duty with respect to the custody, safekeeping and physical preservation of the Pledged Collateral in its possession, under [Section 9-207] of the UCC or otherwise, shall be to deal with it in the same manner as Lender deals with its own property consisting of similar instruments or interests and Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateral.

Manager’s Duty to Indemnify. Manager will defend, indemnify and hold Purchaser and each of its affiliates and their respective partners, members, officers, directors, shareholders, employees, agents, representatives, successors and assigns harmless from and against any and all liabilities, losses, damages, claims, demands, expenses, assessments, judgments, recoveries, deficiencies and costs, including reasonable attorney’s fees (but excluding any consequential, exemplary or punitive damages, other than those consequential, exemplary or punitive damages # arising in connection with the intentional act or omission of Manager resulting in a breach, # arising in connection with the fraud of Manager, or # payable to one or more third parties), to the extent resulting from, arising out of, or based upon claims by a third party directly resulting from any breach by Manager of any warranty, representation, agreement or obligation contained in this Agreement.

Section # No Fiduciary Duty 70

SECTION # No Fiduciary Duty 145141