Disclosure Materials. The SEC Reports taken as a whole do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Customer Materials. In the event Customer supplies to Ginkgo any tangible materials, including any Background Customer Strains, (“Customer Materials”) under and in accordance with the terms of a TDP, Customer will provide such Customer Materials at its sole cost and expense and in a timely manner to Ginkgo at the Ginkgo foundry, together with information specific to such Customer Materials, known to Customer, and reasonably required to enable Ginkgo to properly and safely handle, store, and use such Customer Materials. Ginkgo will properly and safely handle, store, and use such Customer Materials solely in accordance with the applicable TDP (and for no other purpose) and in accordance with Applicable Law. Notwithstanding the foregoing, unless it receives the prior written consent of Ginkgo’s Senior Executive, in no event will Customer transfer or provide to Ginkgo any tangible material that includes any direct identifiers or other individually identifiable information, including any “Protected Health Information” as defined in 45 C.F.R. Section 164.501. In all cases, any Customer Materials provided to Ginkgo under a TDP will be de-identified in accordance with 45 C.F.R. Section 164.514(b) before being so provided to Ginkgo.

Background Materials. During the Development Term, Apellis will reasonably promptly provide SFJ with copies of material documents, data and information Controlled by Apellis which are reasonably requested by SFJ and reasonably useful or necessary for SFJ to evaluate the Product and Development Program (the “Background Materials”). For clarity, Apellis will remain the sole owner of, and will retain all right, title and interest in, to and under all Background Materials, including all Intellectual Property related thereto, and subject to Article 11, the Background Materials will be Apellis Confidential Information. For the avoidance of doubt, Background Materials shall be Confidential Information of Apellis and subject to the restrictions set forth in Article 11.

Catalent shall be responsible for procuring Raw Materials as necessary to meet the Firm Commitment. Catalent shall not be liable for any delay in delivery of Product if # Catalent is unable to obtain, in a timely manner, a particular Raw Material necessary for Processing and # Catalent placed orders for such Raw Materials promptly following receipt of Client’s Firm Commitment. In the event that any Raw Material becomes subject to purchase lead time beyond the Firm Commitment time frame, the parties will negotiate in good faith an appropriate amendment to this Agreement, including Clause 4.2.

If available, Customer will provide all samples/materials necessary to perform this project. The samples/materials should arrive at Catalent with all proper documentation. If samples/materials are not available, upon request from Customer, Catalent will purchase all samples/materials necessary to perform the project. Where standard materials, such as excipients or columns are required, or needed to maintain the Project timeline, Catalent will purchase such materials. Catalent will invoice Customer monthly at cost plus reasonable and customary acquisition and handling costs for any material purchased as described above. Non-standard or special instrumentation or equipment required solely for this project will be invoiced to Customer following Customer’s approval.

Raw Materials. Lonza shall procure all required Raw Materials as well as consumables. Customer shall be responsible for payment for all consumables and Raw Materials ordered or irrevocably committed to be procured by Lonza hereunder for the manufacture of Batches pursuant to Binding Orders. If agreed by the Parties, upon advance payment by Customer, Lonza shall purchase and hold a minimum of [Redacted] to serve as safety stock, as well as [Redacted]. Upon cancellation of any Batch pursuant to a Binding Order or termination of the Agreement, all such unused Raw Materials shall be [Redacted].

Hazardous Materials. Subtenant may store Hazardous Materials and Medical Waste in the Chemical Storage Room no greater than 66.67% of Sublandlord’s permitted chemical storage and as apportioned by Section 2.1, subject to Sublandlord’s existing fire permit(s). Subtenant shall store Hazardous Materials and Medical Waste in compliance with Sublandlord’s applicable permit(s) and shall not store Hazardous Materials and Medical Waste in any portion of the Subleased Premises in excess of the amounts in this [Section 7.1]. Subtenant shall provide a list of its Hazardous Materials and any biological inventory for BL-2 lab, location of storage within the Subleased Premises, and associated quantities to Sublandlord and Landlord before the Sublease Commencement Date and promptly before any material change, for final approval. Subtenant acknowledges and understands that approval of Subtenant’s proposed Hazardous Materials list, biological inventory, and/or quantities is at Landlord’s sole discretion, and Landlord may or may not so approve. Landlord holds and maintains the MWRA permit for the pH neutralization tank and for the discharge of Industrial Wastewater to the sewer system serving the Building. In the event Subtenant’s use of the Subleased Premises requires additional or modified permits, by either Subtenant or Landlord, the costs of such permits shall be carried by Subtenant alone.

HAZARDOUS MATERIALS. If the environmental site assessment provided for in paragraph 4 confirms the presence of Hazardous Materials on the Property, Buyer, at its sole option, may elect to terminate this Agreement and neither party shall have any further obligations under this Agreement. Should Buyer elect not to terminate this Agreement, Seller shall, at Seller's sole cost and expense and prior to the exercise of the option and closing, promptly commence and diligently pursue any assessment, clean up and monitoring of the Property necessary to bring the Property into full compliance with Environmental Law to DSL’s satisfaction in its sole discretion. "Environmental Law" shall mean all federal, state and local laws, including statutes, regulations, ordinances, codes, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to the protection of the environment or human health, welfare or safety, or to the emission, discharge, seepage, release or threatened release of any contaminant, solid waste, hazardous waste, pollutant, irritant, petroleum product, waste product, radioactive material, flammable or corrosive substance, carcinogen, explosive, polychlorinated biphenyl, asbestos, hazardous or toxic substance, material or waste of any kind into the environment, including, without limitation, ambient air, surface water, ground water, or land including, but not limited to, the Federal Solid Waste Disposal Act, the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource and Conservation and Recovery Act of 1976, the Hazardous and Solid Waste Amendments of 1984, the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Federal Superfund Amendments and Reauthorization Act of 1986, Chapters 161, 253, 373, 376 and 403, Florida Statutes, Rules of the U.S. Environmental Protection Agency, Rules of the Florida Department of Environmental Protection, and the rules of the Florida water management districts now or at any time hereafter in effect. However, should the estimated cost to Seller of clean up of Hazardous Materials exceed a sum which is equal to 0% of the Initial Purchase Price as stated in paragraph 3.A. Seller may elect to terminate this Agreement and neither party shall have any further obligations under this Agreement.

Definitions: As used in this Lease, the following terms have the following

Hazardous Materials. (a) Tenant Obligations. Tenant shall not bring or allow any of Tenant's Agents to bring on the Premises or the Project, any asbestos, petroleum or petroleum products, used oil, explosives, toxic materials or substances defined as hazardous wastes, hazardous materials or hazardous substances under any federal, state or local law or regulation (“Hazardous Materials”), except for routine office and janitorial supplies used on the Premises and stored in the usual and customary manner and quantities, and in compliance with all applicable environmental laws and regulations (“Permitted Materials”). Except as provided in this Section 9.2, in the event of any release of Hazardous Materials on, from, under or about the Premises or the Project as the result of Tenant’s occupancy or use of the Premises, Landlord shall have the right, but not the obligation, to cause Tenant, at Tenant’s sole cost and expense, to clean up, remove, remediate and repair any soil or groundwater contamination or other damage or contamination in conformance with the requirements of applicable law. Subject to the waivers set forth in [Section 15.5], Tenant shall indemnify, protect, hold harmless and defend (by counsel acceptable to Landlord) Landlord, its affiliates, its Agents and each of their respective Agents, successors and assigns, from and against any and all demands, claims, causes of action, damages, penalties, fines, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) (“Claims”) to the extent caused by or arising out of # a violation of the foregoing prohibitions or # the presence or release of any Hazardous Materials on, from, under or about the Premises, the Project or other properties as the result of Tenant's occupancy or use of the Premises. Notwithstanding anything to the contrary, Tenant's obligation to indemnify, protect, hold harmless and defend Landlord, its affiliates, its Agents and each of their respective Agents, successors and assigns, shall not extend to any Claims arising as a result of, and Tenant shall not have any liability to Landlord under this Section 9.2 resulting from, any Hazardous Materials # existing or generated, on, from, under or about the Project, including, without limitation, the Premises, prior to the Date of Lease (“Pre-Existing Contamination”) unless caused or exacerbated by Tenant’s or Tenant’s Agents’ release of Hazardous Materials, exacerbation of Pre-Existing Contamination, violation of any applicable laws, statutes, ordinances or governmental rules or regulations or breach by Tenant of its obligations under this Section 9.2 (collectively, and separately referred to as “Tenant Responsible Contamination”), subject to the waivers in [Section 15.5], # that migrate onto the Premises, Building or Project by no fault of Tenant, or # generated or brought on the Premises, Building or Project by Landlord or its Agents. Tenant shall immediately give Landlord written notice # of any suspected breach of this Section 9.2, # upon Tenant’s actual knowledge of the presence or any release of any Hazardous Materials (other than Permitted Materials) within or about the Premises or # upon receiving any notices from governmental agencies or other parties pertaining to Hazardous Materials which may affect the Premises. Neither the written consent of Landlord to the presence of the Hazardous Materials, nor Tenant's compliance with all laws applicable to such Hazardous Materials, shall relieve Tenant of its indemnification obligation under this Lease. Landlord shall have the right from time to time, but not the obligation, to # request from Tenant information showing Tenant’s compliance with its obligations under Section 9.2; and # to enter upon the Premises in accordance with Article XIV to conduct such inspections and undertake such sampling and testing activities as Landlord deems necessary or desirable to determine whether Tenant is in compliance with its obligations under Section 9.2, except that in no event may Landlord sample or test tenant raw materials, lab materials, products or processes, except with the prior written consent of Tenant, which consent may be withheld if commercially reasonable alternative means exist to assure Tenant compliance.