Subcontractors. Graphite shall approve in advance and in writing any and all of WuXi ATU’s subcontractors used to perform the Services (each a “Permitted Subcontractor”); provided, that any approval by Graphite of a subcontractor shall not relieve WuXi ATU of its responsibility for that subcontractor or for the Services being performed by that subcontractor. WuXi ATU shall ensure that all Permitted Subcontractors are qualified as per their existing supplier qualification procedures and enter into written agreements with WuXi ATU under which the Permitted Subcontractors agree to terms and conditions of their performance of any Services that are no less protective of Graphite than the provisions of this Agreement applicable to WuXi ATU.

Subcontractors. The Service Provider may, subject to [Section 6(d)(2)] hereof, engage a “Subcontractor” to perform all or any portion of the Service Provider’s duties under this Agreement, provided that any such Subcontractor agrees in writing to be bound by confidentiality obligations at least as protective as the terms of [Section 10(n)] of this Agreement regarding confidentiality and non-use of information, and provided further that the Service Provider remains responsible for the performance of such Subcontractor and for paying the Subcontractor. As used in this Agreement, “Subcontractor” will mean any person or entity engaged to perform hereunder, other than employees of the Service Provider of its affiliates.

The Contractor agrees that, to the extent it engages or retains Subcontractors or other third parties to perform any Work under or related to this Contract, it shall ensure that all Major Subcontractors shall and Contractor shall use commercially reasonable efforts to cause other Subcontractors or other third parties provide a grant of such rights as are required to provide Customer and Customer Permitted Sublicensees with all of the rights and benefits Customer and Customer Permitted Sublicensees would have received under this [Article 14.0] if the Work had been performed by the Contractor.

Subcontractors. The Services to be performed by Service Provider hereunder shall not be subcontracted nor shall Service Provider procure consultants or other outside services and facilities without the prior written approval of Owners, which Owners may withhold or provide in their discretion. Notwithstanding the foregoing, Service Provider may subcontract its Services in whole or in part to an Affiliate of Service Provider without the prior approval of Owners; provided, however, with the exception of Mangiarotti, WesDyne, and Nuclear Parts Organization (“NPO”), any Services performed by an Affiliate of Service Provider shall be subject to the same pricing terms contained in [Exhibit C] (Rates and Invoicing) as if Service Provider had performed such Services directly. Owners will incur no duplication of costs or multiple markups as a result of any subcontract. With regard to Mangiarotti, WesDyne, and NPO, such Affiliates will be treated as third party subcontractors, and Owners shall have review and approval rights with regard to these subcontracts.

Subcontractors. Caribou shall have the right to subcontract any of the Services without the prior written consent of ​; provided that Caribou shall remain responsible for the performance of such subcontractors in fulfilling its obligations under this Agreement and that any such subcontractor shall be under confidentiality and intellectual property assignment provisions no less stringent than those set forth herein and in the License Agreement. Caribou has and shall maintain with all Caribou employees, agents and consultants, written agreements sufficient to enable Caribou to perform its obligations hereunder ​. To the fullest extent permissible, Caribou agrees to pass through to ​ any and all warranties provided by third-party providers of products or services to which access is provided hereunder, and, if applicable, by subcontractors engaged to provide any portion of the Services.

PERMITTED SUBCONTRACTORS. Magenta acknowledges and agrees that BTMB may subcontract with the Medical College of Wisconsin in order to fulfil its obligations under this Agreement and corresponding Rider. BTMB shall ensure that MCW complies will all relevant terms of this Agreement.

Each Party may perform any of its Manufacturing and supply obligations under this Agreement through one or more Third Parties, provided that # such Party remains responsible for the work allocated to, and payment to, such Third Party to the same extent it would if it had done such work itself; # the Third Party undertakes in writing commercially reasonable obligations of confidentiality and non-use regarding Confidential Information that are substantially the same as those undertaken by the Parties with respect to Confidential Information pursuant to [Article 15] hereof; and # the Third Party undertakes in writing to assign or exclusively license back (with the right to sublicense) all intellectual property with respect to Research Candidates, Development Candidates and Products developed in the course of performing any such Manufacturing to such Party. In addition to the foregoing, in each agreement with a Third Party relating to Manufacturing or supply obligations that relates solely to such Research Candidate, Development Candidate or Product and not to other products, SGI will use commercially reasonable efforts to ensure that such agreement is freely assignable to Unum if this Agreement terminates. Each Party may also subcontract Manufacturing work on terms other than those set forth in this [Section 9.9(a)], with the prior approval of the JSC.

Laborers, Subcontractors and Materialmen. ​ shall notify ​ immediately, and in writing, if ​ receives any default notice, notice of lien or demand for past due payment, written or oral, from any laborer, subcontractor or materialmen. ​ will also furnish to ​ at any time and from time to time upon reasonable demand by ​, Lien waivers in form reasonably satisfactory to ​ bearing a then current date from each Major Trade Contractor covering work performed which was the basis of the immediately prior Additional Advance.

“Service Provider Agent” means the agents, subcontractors and representatives of Service Provider.

The failure of ​ to obtain certificates, endorsements, or other forms of insurance evidence from ​ and its Subcontractors is not a waiver by ​ of any requirements for the ​ and its Subcontractors to secure and continuously maintain the specified coverages. ​ shall notify and shall advise its Subcontractors to notify insurers of the coverages required hereunder. ​’s acceptance of certificates and/or endorsements that in any respect do not comply with the requirements of this Section does not release the ​ and its Subcontractors from compliance herewith. Should ​ and/or its Subcontractors fail to secure and continuously maintain the insurance coverage required under this Agreement, ​ shall itself be responsible to ​ for all the benefits and protections that would have been provided by such coverage, including without limitation, the defense and indemnification protections.