. In connection with the execution of the Research Plan, Lilly may need to transfer certain Lilly materials to [[Merus:Organization]] that are not otherwise delivered under a supply or other separate agreement between the Parties or their Affiliates. In each such case, the Parties will mutually agree on the terms of such material transfer. Any such materials provided to [[Merus:Organization]] shall be accompanied by a materials transfer record substantially in the form of [Exhibit 4.9] (each a “Materials Transfer Record”) or as otherwise agreed through the JSC pursuant to [Section 2.5(e) or 2.5(g)])]. In the event of such transfer, unless otherwise mutually agreed by the Parties in writing, Lilly shall be responsible for obtaining all necessary approvals and/or filings as required under Applicable Laws for the exportation of any such materials to [[Merus:Organization]] and [[Merus:Organization]] shall be responsible for obtaining all necessary approvals and/or filings as required under Applicable Laws for their importation and use by [[Merus:Organization]].

. In order to execute the Research Plan, [[Merus:Organization]] may need to transfer certain materials to Lilly that are not otherwise delivered under a supply or other separate agreement between the Parties or their Affiliates (“[[Merus:Organization]] Materials”). On a Research-Program-by-Research Program basis, Lilly may use any [[Merus:Organization]] Materials that ​; provided, however, that all other [[Merus:Organization]] Materials may only be used by Lilly for activities under the Research Plan, or such other activities ​. Unless otherwise mutually agreed by the Parties in writing, [[Merus:Organization]] shall be responsible for obtaining all necessary approvals and/or filings as required under Applicable Laws for the exportation of [[Merus:Organization]] Materials to Lilly and Lilly shall be responsible for obtaining all necessary approvals and/or filings as required under Applicable Laws for their importation and use by Lilly. All [[Merus:Organization]] Materials ​ Certain information in this document has been omitted as the information is not material and would be competitively harmful if publicly disclosed.

will at all times remain the property of [[Merus:Organization]] and will be held confidential in respect to Third Parties and will not be transferred to a Third Party without prior written permission of [[Merus:Organization]], unless the Third Party agrees to terms and use limitations at least as restrictive as those set forth in this Agreement and such transfer is documented by a materials transfer record similar to the Material Transfer Records used under this Agreement. Upon the termination of this Agreement, Lilly will, at [[Merus:Organization]]’s sole discretion and Lilly’s cost, either # dispose of any residual [[Merus:Organization]] Materials not consumed by Lilly in the performance of this Agreement in accordance with Applicable Laws, or # upon request, return such [[Merus:Organization]] Materials to [[Merus:Organization]]. Any [[Merus:Organization]] Materials provided to Lilly by [[Merus:Organization]] or by Lilly to any Third Party (to the extent permitted herein) shall be accompanied by a Materials Transfer Record. Without limiting the foregoing, following the completion of a given Research Program with respect to a Lilly Target Pair, at Lilly’s request, [[Merus:Organization]] may transfer or cause to be transferred to Lilly any Manufacturing-related [[Merus:Organization]] Know-How reasonably necessary or useful for the Exploitation by Lilly of a Compound or Product and licensed to Lilly under Section 6.1.