Raw Materials. Lonza shall procure all Raw Materials. Customer shall be responsible for payment for all consumables and Raw Materials ordered or irrevocably committed to be procured by Lonza hereunder. ​.

Raw Materials. Supplier agrees to maintain all documentation/records regarding its procurement of all raw materials ("Materials") for a period of 5 years. Supplier shall not amend, change or supplement any of the following without Buyer's prior written consent: # the Specifications; # the Materials; or # the process for manufacturing the Hemp Extracts. Any change in any of the foregoing shall, in each case, comply with all applicable laws, regulations and agency requirements. In the event that Supplier desires to change any of the foregoing, Supplier agrees to immediately notify Buyer of such change in writing, and if Buyer agrees to such change, Supplier shall be responsible, at its sole expense, for ensuring that all Hemp Extracts manufactured following such change strictly conform to the change in Specifications, Materials or the manufacturing process.

“Raw Materials Fee” means the procurement and handling fee of ​ of the acquisition cost of Raw Materials by Lonza that is charged to the Customer in addition to the cost of such Raw Materials.

Unless otherwise agreed in writing charges for Raw Materials (including media and feeds) and the applicable Raw Materials Fee for each Batch shall be

“Raw Materials” means all ingredients, solvents, consumables (including Resins), and other components of the Product required to perform the Manufacturing Process or Services and to be procured by Lonza, as further set forth in the bill of materials detailing the same. For the avoidance of doubt, Customer Product Components and Customer Supplied Raw Materials are not considered to be Raw Materials.

“Raw Materials” means any and all raw materials and components needed by Supplier to manufacture, label or package the Parts according to the terms and conditions of this Agreement.

“Customer Supplied Raw Materials” means ​.

Disposition of Unused or Expired Graphite Process Raw Materials. Within ​ days after # expiration of any Graphite Process raw material during the Term, or # termination of this Agreement or # completion of the Work Order, Graphite and WuXi ATU will make arrangements to ship any such Graphite Process unused/expired raw materials to Graphite at Graphite’s expense. ​.

In the event of termination by Customer pursuant to [Section 14.2.1] or by Lonza pursuant to [Section 14.2.4], Lonza shall be compensated for # Services properly rendered up to the date of termination, including in respect of any Product in-process; and # all costs incurred through the date of termination, including Raw Materials costs and Raw Materials Fees for Raw Materials used or purchased for use in connection with the Project Plan.

Raw Materials or Customer Information (or any part thereof) for any purpose other than the performance of the Services under this Agreement. With respect to any Customer Supplied Raw Materials, title shall remain with the Customer and shall not transfer to Lonza. Lonza shall provide quarterly reporting of cGMP inventory of Customer Supplied Raw Materials and Customer Product Components levels by SKU, with actual utilization/ending balances provided, within ​ business days from the end of the calendar quarter.

Selection of Materials. Where more than one type of material or structure is indicated on the Tl Construction Drawings approved by Landlord and Tenant, the option will be selected at Landlord’s sole and absolute discretion. As to all building materials and equipment that Landlord is obligated to supply under this Work Letter, Landlord shall select the manufacturer thereof in its sole and absolute discretion.

Return of Materials. Upon the termination of this Agreement, or upon Company’s earlier request, Advisor will deliver to the Company all of the Company’s property or Confidential Information that Advisor may have in Advisor’s possession or control.

Pre-Existing Materials. Advisor agrees that if in the course of performing the Services, Advisor incorporates into any Invention developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by Advisor or in which Advisor has an interest, # Advisor shall inform Company in writing before incorporating such invention, improvement, development, concept, discovery or other proprietary information into any Invention; and # the Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, use and sell such item as part of or in connection with such Invention. Advisor shall not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without Company’s prior written permission.

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 files, forms, brochures, books, materials, written correspondence, memoranda, documents, manuals, computer disks, software products, lists (including, but not limited to, lists of customers, suppliers, products and prices) and other tangible items, in whatever form and on whatever medium, pertaining to the business of the Company or its Affiliates that may come into the possession or control of the Executive will at all times remain the property of the Company or its Affiliates, as applicable. On termination of the Executive’s employment for any reason, the Executive agrees to deliver promptly to the Company all such property of the Company or any Affiliate in the possession of the Executive or directly or indirectly under the control of the Executive. The Executive agrees not to make for his personal or business use or that of any other Person, reproductions or copies of any such property or other property of the Company or any Affiliate.

Company’s Materials. All drawings, materials, specifications, designs, clinical trial information and results, regulatory interaction information and other data of any nature furnished by Company to Provider for the performance of the Services may be used by Provider only in connection with its performance of the Services and shall remain the property of Company. Any notes, analyses, compilations studies, interpretations, memoranda or other documents prepared by Provider which contain, reflect or are based on, in whole or in part, Company proprietary materials shall be treated as Company proprietary materials. Upon termination or expiration of this Agreement, Provider shall promptly return all Company proprietary materials and shall certify to Company that all notes, analyses, compilations studies, interpretations, memoranda or other documents prepared by Provider which contain, reflect or are based on, in whole or in part, Company proprietary materials have been destroyed. Company shall retain all rights, title and interest in and to such materials, including, without limitation, patents, copyrights and other intellectual property rights in any ideas, concepts, designs, inventions and expressions embodied in such materials. No license, right or ownership interest in Company proprietary information is conveyed to Provider, except that Provider may use Company proprietary materials during the term of this Agreement to perform Services. Notwithstanding any provision to the contrary, Provider shall retain full ownership rights in its processes and business methods which are not unique to Company. Company shall retain all ownership interest in its intellectual property.

LICENSING AND RESEARCH COLLABORATION AGREEMENT THIS AMENDMENT AGREEMENT NO.1 (the “Amendment Agreement”) is made the 24 day of Jan, 2017

By no later than the end of the Consulting Term, Executive agrees to return to the Company all property of the Company or any other affiliate of Southern, including but not limited to data, lists, information, memoranda, documents, identification cards, parking cards, keys, computers, fax machines, pagers, phones, files, and any and all written or descriptive materials of any kind belonging or relating to the Company or any other affiliate of Southern, including, without limitation, any originals, copies, and abstracts containing any work product, intellectual property, confidential information, and trade secrets in Executive’s possession or control. For the avoidance of doubt, Executive may make a copy of and retain his contacts list, calendar, personal correspondence and any records needed to file his personal income tax returns.

Hazardous Materials Usage Neither ​, nor ​’s employees, contractors and subcontractors of any tier, entities with a contractual relationship with ​ (other than ​), or any entity acting as an agent or sub-agent of ​, shall be entitled to produce, use, store, generate, transport or dispose of any Hazardous Materials on, in, or about any portion of the Premises, Building or the Project, nor cause or permit any Hazardous Materials to be brought upon, placed, stored, manufactured, generated, blended, handled, recycled, used or released on, in, under or about the Premises (herein referred to as “Hazardous Materials Usage”) which were not specifically listed on the Approved Hazardous Materials Exhibit, without, in each instance, obtaining ​’s prior written consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that in the event ​ desires to use, store or dispose of Hazardous Materials which are not similar to the Hazardous Materials specifically listed on the Approved Hazardous Materials Exhibit in terms of their hazardous character, handling profile, usage and quantity (“New Hazardous Materials Usage”), then ​ shall have the right to impose additional terms and conditions on this Lease based upon the hazardous character, handling profile, use, storage and/or disposal of such New Hazardous Materials Usage, to the extent such additional terms and conditions are consistent with the requirements of landlords of comparable projects in the vicinity of the Project when leasing

Additional Offering Materials. Except in connection with the Exchange Offer or the filing of the Shelf Registration Statement, not to, and not to authorize or permit any person acting on its behalf to, # distribute any offering material in connection with the offer and sale of the Securities other than the Time of Sale Document and the Final Offering Memorandum and any Company Additional Written Communications (used in accordance with this Agreement) and any amendments and supplements to the Preliminary Offering Memorandum or the Final Offering Memorandum or any Company Additional Written Communication prepared in compliance with this Agreement, # solicit any offer to buy or offer to sell the Securities by means of any form of general