Technology Transfer. The Parties expressly agree that they shall work together to transfer the Manufacturing Process to the Facility, including implementing the technology transfer plan set forth in Project Plan. Customer shall fully support such technology transfer as reasonably requested by Lonza. Customer shall (by such date as agreed between the Parties) supply to Lonza all such Customer Information, Customer Supplied Raw Materials, Customer Product Components and other information or materials that are listed in each Project Plan and may be reasonably required by Lonza to perform the Services. Lonza shall not be responsible for any delays arising out of Customer’s failure to provide such Customer Information, Customer Supplied Raw Materials, Customer Product Components and/or other information and/or materials reasonably required to perform the Services to Lonza.

all raw materials, work-in-process and finished goods inventories of ingredients, components and products, including, without limitation all packaging materials and product formulations, that are owned, used by or otherwise available to Seller for sale in connection with the operation of the Tequila Business (collectively, the “Inventory”), as more specifically listed on [Exhibit D]

Permits, Licenses, and Authorizations. ​ shall obtain and maintain all permits necessary for the exercise of its rights and performance of ​’s obligations under this Agreement, including any permits required for the import of Products or any raw materials and other manufacturing parts used in the production and manufacture of the Product, and the shipment of hazardous materials, as applicable.

“Graphite Process Documentation” means records provided by Graphite related to the Graphite Process for the Manufacture of Product including master batch records, quality control assay test procedures, work instructions, bill of materials, raw material specifications, forms, training documents, Specifications, critical quality attributes, labels and test record forms.

“Inventory” means, with respect to a Person, all inventory of any kind or nature, whether or not prepaid, and wherever located, held, maintained by, stored by or on behalf of or owned by such Person, including all raw materials, work in process, semi‑finished and finished products, goods, replacement and spare parts, component parts, packaging materials, operating supplies, in‑transit or consigned inventory, fuels and other similar items.

“Commodities Hedge Agreement” means a commodities contract purchased by the Borrower or any of its Subsidiaries in the ordinary course of business, and not for speculative purposes, with respect to raw materials necessary to the manufacturing or production of goods in connection with the business of the Borrower and its Subsidiaries.

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.

“Inventory” means, as to each Loan Party, all of such Loan Party’s now owned and hereafter existing or acquired goods, wherever located, which # are leased by such Loan Party as lessor; # are held by such Loan Party for sale or lease or to be furnished under a contract of service; # are furnished by such Loan Party under a contract of service; or # consist of raw materials, work in process, finished goods or materials used or consumed in its business.

“Inventory” is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

Pricing. Evelo shall be entitled to credit 100% of the fees paid by Evelo pursuant to Section 3.3 when paid upfront or as a prepayment for the applicable Run against any corresponding payments due for such Run. For clarity, the Run fees include the manufacture of Product by Biose but not any raw materials.