Rights Not Transferable. Rights under the Plan are not transferable by a Participant other than by will or the laws of descent and distribution, and are exercisable during the Participant’s lifetime only by the Participant.

PBRSUs Not Transferable. The PBRSUs granted herein are not transferable except in accordance with the provisions of the Plan.

Option Not Transferable. Except as otherwise approved by the Committee, this Option is not transferable by the Optionholder otherwise than by the will or the laws of descent and distribution, and is exercisable, during the Optionholder’s lifetime, only by the Optionholder. The naming of a Designated Beneficiary does not constitute a transfer.

RSUs Not Transferable. The RSUs may not be sold, conveyed, assigned, transferred, pledged, hypothecated, or otherwise disposed of or encumbered at any time prior to vesting of the RSUs and the issuance of the underlying Shares. Except as required by applicable law, no RSU nor any interest therein shall be subject to any sale, conveyance, assignment, transfer, pledge, hypothecation, encumbrance, or other disposition or to any charge, liability, debt, or obligation of the Grantee whether as a direct or indirect result of any action of the Grantee or any action taken in any proceeding, including, any proceeding under any bankruptcy or other creditors’ rights law. Any attempted action in violation of this Paragraph 9 shall be null, void, and without effect.

Option Not Transferable. This option shall not be sold, assigned, transferred, pledged or otherwise encumbered by the Employee, either voluntarily or by operation of law, except by will or by the laws of descent and distribution. During the Employee’s lifetime only the Employee can exercise this option.

Shares Non-Transferable. No shares of Restricted Stock shall be transferable by Participant other than by will or by the laws of descent and distribution. In the event any Award is transferred or assigned pursuant to a court order, such transfer or assignment shall be without liability to the Company, and the Company shall have the right to offset against such Award any expenses (including attorneys’ fees) incurred by the Company in connection with such transfer or assignment.

Rights Not Subject to Limitation. Notwithstanding [Sections 3, 5, and 8] or any other provision of this Agreement, this Agreement does not limit any right Employee or the Company may have: # to provide any information in response to a valid subpoena, court order, other legal process or as otherwise required to be provided by law; # to participate in an investigation or proceeding conducted by a federal, state or local government agency (collectively “Government Agency”) authorized to enforce or administer laws within the Agency’s jurisdiction, including any laws against unlawful conduct, including discrimination, or to otherwise provide information to or file a charge with such a Government Agency; # receive a reward paid by the Securities and Exchange Commission for providing information; or # to exercise any other right to the extent such right as a matter of law may not be limited by this Agreement; provided that Section 3 of this Agreement does waive any right of Employee to seek, recover or accept any monetary payments or other individual relief connected to any Government Agency proceeding or any other action related to claims that are lawfully released in this Agreement. Employee acknowledges that pursuant to 18 U.S.C. § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: # made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or # in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

No Transfers Permitted. The rights under this Award are not transferable by Holder other than as set forth in the Plan.

A Participant’s rights under this Program will not be assignable, transferable, pledged, or in any manner alienated, whether by operation of law or otherwise, except as a result of death or incapacity where such rights are passed pursuant to a will or by operation of law.

No Implied Rights; Express Reservation of Rights Not Licensed. Nothing contained in this Agreement confers or will be construed to confer any rights or licenses by implication, estoppel or otherwise, in, to or under any intellectual property rights, other than the rights and licenses expressly granted in this Agreement. All rights not expressly granted by a Party under this Agreement are reserved to such Party. Without limitation, as between the Parties, subject to the licenses granted by WuXi to Arcus under this Agreement, WuXi retains sole and exclusive ownership of all rights, title and interests in and to the Licensed IP.