Provision of Information. Ford Credit shall # furnish to Ford in a timely manner such information and documents as Ford may reasonably request for purposes of # preparing any Tax Return described in [Section 2.1] of this Agreement, # contesting or defending any Audit of any Tax Return described in [Section 2.1] of this Agreement, and # making any determination or computation necessary or appropriate under this Agreement, # cooperate in any Audit of any Tax Return described in [Section 2.1] of this Agreement, # retain and provide on demand books, records, documentation or other information relating to any Tax Return until the later of # the expiration of the applicable statute of limitations (giving effect to any extension, waiver, or mitigation thereof) and # in the event any claim is made under this Agreement for which such information is relevant, until a Final Determination with respect to such claim, and # take such action as Ford may deem appropriate in connection with any of the foregoing.

The Vendor shall promptly furnish, or cause to be furnished, to the Purchaser all information concerning the Vendor, its Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this [Article 9], including in any other statement, filing, notice or application made by or on behalf of the Purchaser to the SEC. If the Vendor becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement, then the Vendor shall promptly inform the Purchaser thereof. The Vendor shall use reasonable best efforts to ensure that none of the information related to it or any of its Affiliates or their respective Representatives, supplied by or on its behalf for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the 1933 Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

Invalid Provision. The invalidity or unenforceability of any particular provision thereof shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.

INVALID PROVISION. In the event any provision of this Agreement should be or become invalid or unenforceable, such facts shall not affect the validity and enforceability of any other provision of this Agreement. Similarly, if the scope of any restriction or covenant contained herein should be or become too broad or extensive to permit enforcement thereof to its full extent, then any such restriction or covenant shall be enforced to the maximum extent permitted by law, and Employee hereby consents and agrees that the scope of any such restriction or covenant may be modified accordingly in any judicial proceeding brought to enforce such restriction or covenant.

Recoupment Provision. In the event of intentional misconduct of the ​ that causes the Company material financial or material reputational harm, or contributes to a restatement of the Company’s consolidated financial statements, the Company may take one or more of the following actions with respect to the Award, as determined by the Compensation & Human Capital Management Committee of the Board in its sole discretion, and the ​ shall be bound by such determination:

Whistleblower Provision. Nothing contained in this Agreement shall be construed to prevent Employee from reporting any act or failure to act to the Securities and Exchange Commission or other governmental body or prevent Employee from obtaining a fee as a “whistleblower” under Rule 21F-17(a) under the Securities Exchange Act of 1934 or other rules or regulations implemented under the Dodd-Frank Wall Street Reform Act and Consumer Protection Act.

Recoupment Provision. In the event of a restatement of the ​’s consolidated financial statements that is caused, in whole or in part, by the intentional misconduct of the ​, the ​ may take one or more of the following actions with respect to the Option, as determined by the Human Resources & Compensation Committee of the Board (the “Compensation Committee”) in its sole discretion, and the ​ shall be bound by such determination:

Forfeiture Provision. The Executive shall forfeit any unpaid benefit hereunder, if the Executive, directly or indirectly, either as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor of any individual, partnership, corporation or other entity (excluding an ownership interest of three percent (3%) or less in the stock of a publicly-traded company):

Provision of Records. If, based upon such tests and documentation review performed under [Section 9.1], a Batch of Product conforms to the Specifications ​, then a Certificate of Analysis will be completed and approved by the quality assurance department of WuXi ATU. The Batch Documentation for each Batch of Product will be delivered to the representative of Graphite ​.

Best Pay Provision. In the event that any payment or benefit received or to be received by Executive pursuant to the terms of any plan, arrangement or agreement (including any payment or benefit received in connection with a change in ownership or control or the termination of Executive’s employment) (all such payments and benefits being hereinafter referred to as the “Total Payments”) would be subject (in whole or part) to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, then the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if # the net amount of such Total Payments, as so reduced (after subtracting the amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to # the net amount of such Total Payments without such reduction (after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). Except to the extent that an alternative reduction order would result in a greater economic benefit to the Executive on an after-tax basis, the parties intend that the Total Payments shall be reduced in the following order: # reduction of any cash severance payments otherwise payable to Executive that are exempt from Section 409A of the Code, # reduction of any other cash payments or benefits otherwise payable to Executive that are exempt from Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting or payment with respect to any Stock Award that is exempt from Section 409A of the Code, # reduction of any other payments or benefits otherwise payable to Executive on a pro-rata basis or such other manner that complies with Section 409A of the Code, but excluding any payment attributable to the acceleration of vesting and payment with respect to any Stock Award that is exempt from Section 409A of the Code, and # reduction of any payments attributable to the acceleration of vesting or payment with respect to any Stock Award that is exempt from Section 409A of the Code; provided, in case of [clauses [(x), (y) and (z)])])]])], that reduction of any payments or benefits attributable to the acceleration of vesting of Company Stock Awards shall be first applied to Stock Awards with later vesting dates; provided, further, that, notwithstanding the foregoing, any such reduction shall be undertaken in a manner that complies with and does not result in the imposition of additional taxes on the Executive under Section 409A of the Code. The foregoing reductions shall be made in a manner that results in the maximum economic benefit to Executive on an after-tax basis and, to the extent economically equivalent payments or benefits are subject to reduction, in a pro rata manner.