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.

Whistleblower Statutes. Notwithstanding anything to the contrary in this Award Agreement, nothing in Sections 16 or 17 of this Award Agreement is intended to or shall limit, prevent, impede or interfere with the Participant's non-waivable right, without prior notice to the Corporation, to provide information to the government, participate in investigations, testify in proceedings regarding the Corporation, Employer or any Affiliate's past or future conduct, engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency. The Participant does not need prior authorization from the Corporation to make any such reports or disclosures and is not required to notify the Corporation that the Participant has made such reports or disclosures.

Whistleblower Protections. Nothing in this Agreement or any other arrangement with the Company Group shall prohibit Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, or making other disclosures, that are protected under the whistleblower provisions of federal law or regulation (or similar state laws) or receipt of awards thereunder. Executive will not need the prior authorization of the Board to make any such reports or disclosures, and Executive will not be required to notify the Company that Executive has made such reports or disclosures; provided that no such reports or disclosures shall waive any attorney-client or similar privilege of the Company or its affiliates. Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of Confidential Information (including trade secrets) that is made: # in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law, or # in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose Confidential Information (including trade secrets) to Executive’s attorney and use the Confidential Information (including trade secrets) in the court proceeding if Executive # files any document containing the Confidential Information under seal and # does not disclose the Confidential Information, except pursuant to court order.

Under the federal Defend Trade Secrets Act of 2016, Participants shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: # is made # in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and # solely for the purpose of reporting or investigating a suspected violation of law; # is made to ​’s attorney in relation to a lawsuit for retaliation against such Participant for reporting a suspected violation of law; or # is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Plan shall # prevent any Participant from testifying truthfully as required by law, # prohibit or prevent any Participant from filing a charge with or participating, testifying, or assisting in any investigation, hearing, whistleblower proceeding, or other proceeding before any federal, state, or local government agency (e.g., EEOC, NLRB, SEC, etc.), or # prevent any Participant from disclosing confidential information in confidence to a federal, state, or local government official for the purpose of reporting or investigating a suspected violation of law.

Whistleblower Exceptions. Executive understands and acknowledges that nothing contained in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any federal, state or local governmental agency or commission, or communicating with or otherwise participating in any investigations or proceedings that are protected under the whistleblower provisions of federal law or regulation. Executive shall not be required to provide notice to ​ of, or receive prior authorization from ​ for, any such communications or disclosures. This Agreement does not limit Executive’s right to receive an award for information provided to any such governmental agency or commission.

Saving Provision. The Company and Consultant agree and stipulate that the agreements set out in Section 2 above are fair and reasonably necessary for the protection of the business, goodwill, confidential information, and other protectable interests of the Company in light of all of the facts and circumstances of the relationship between Consultant and the Company. In the event a court of competent jurisdiction should decline to enforce those provisions, they shall be deemed to be modified to restrict Consultant to the maximum extent which the court shall find enforceable; however, in no event shall the above provisions be deemed to be more restrictive to Consultant than those contained herein.

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.

Non-Encouragement Provision. Executive agrees that she will not instigate, cause, advise or encourage any other persons, groups of persons, corporations, partnerships or any other entity to file litigation against the 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 ​.

Provision of Services. BTMB agrees to perform the work set forth in the Rider(s) attached hereto as Attachment A (hereafter referred to as the “Services”). The Parties may, by mutual written agreement, add additional Rider(s) to this Agreement from time to time during the Term of this Agreement. Each Rider is hereby incorporated by reference as an integral part of and will be subject to the terms and conditions of this Agreement upon execution by both BTMB and Magenta. In the event that any term or condition of this Agreement is inconsistent with any term or condition set forth in the corresponding Rider(s), the term or condition of this Agreement shall prevail, unless such Rider expressly amends a provision of this Agreement, in which case the terms or conditions of the Rider prevails with respect to the Services described in such Rider. The Parties warrant that all respective obligations will be performed in accordance with the terms of this Agreement and the corresponding Rider(s).