. 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]].

Tenant shall not cause or permit any Hazardous Materials (as defined below) to be brought upon, kept or used in or about the Premises in violation of Applicable Laws by Tenant or any of its employees, agents, contractors or invitees (collectively with Tenant, each a “Tenant Party”). If # Tenant breaches such obligation, # the presence of Hazardous Materials as a result of such a breach results in contamination of the Premises, any portion thereof, or any adjacent property, # contamination of the Premises otherwise occurs during the Term or any extension or renewal hereof or holding over hereunder or # contamination of the Premises occurs as a result of Hazardous Materials that are placed on or under or are released into the Premises by a Tenant Party, then Tenant shall Indemnify the Landlord Indemnitees from and against any and all Claims of any kind or nature, including # diminution in value of the Premises or any portion thereof, # damages for the loss or restriction on use of rentable or usable space or of any amenity of the Premises, # damages arising from any adverse impact on marketing of space in the Premises or any portion thereof and # sums paid in settlement of Claims that arise before, during or after the Term as a result of such breach or contamination. This Indemnification by Tenant includes costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work required by any Governmental Authority because of Hazardous Materials present in the air, soil or groundwater above, on, under or about the Premises. Without limiting the foregoing, if the presence of any Hazardous Materials in, on, under or about the Premises, any portion thereof or any adjacent property caused or permitted by any Tenant Party results in any contamination of the Premises, any portion thereof or any adjacent property, then Tenant shall promptly take all actions at its sole cost and expense as are necessary to return the Premises, any portion thereof or any adjacent property to its respective condition existing prior to the time of such contamination; provided that Landlord’s written approval of such action shall first be obtained, which approval Landlord shall not unreasonably withhold; and provided, further, that it shall be reasonable for Landlord to withhold its consent if such actions could have a material adverse long-term or short-term effect on the Premises, any portion thereof or any adjacent property. Tenant’s obligations under this Section shall not be affected, reduced or limited by any limitation on the amount or type of damages, compensation or benefits payable by or for Tenant under workers’ compensation acts, disability benefit acts, employee benefit acts or similar legislation.

Active Materials. Except as expressly set forth in Section 2.2, under no circumstances will [[Organization A:Organization]] be responsible for any loss or damage to the Active Materials. [[Organization A:Organization]]'s maximum responsibility for loss or damage to the Active Materials will not exceed the Maximum Credit Value set forth in [Schedule D] of a Product Agreement.

If Client terminates a PSA pursuant to [Section 15.2.1 or 15.2.2]2], upon Client’s written election to SBL, SBL shall, at Client’s election (with respect to any portion of the Raw Materials) deliver the remaining Raw Materials to Client ​, or dispose of them. ​.

Active Materials. Except as expressly set forth in [Section 2.2], under no circumstances will Patheon be responsible for any loss or damage to the Active Materials. Patheon’s maximum responsibility for loss or damage to the Active Materials will not exceed the Maximum Credit Value set forth in [Schedule D] of a Product Agreement.

Supplied Materials. BBB (itself or through the relevant BBB Affiliate) shall provide APCETH with the required starting material for the production of Product, including mobilized peripheral blood from patients and lentiviral vector as further specified in the Quality Agreement (the “Supplied Materials”). BBB shall provide APCETH with a proposed delivery schedule for Supplied Materials (“Supplied Material Delivery Schedule”), which shall be in accordance with the Forecast provided to APCETH and the present stock of released Supplied Material at APCETH. BBB and its Affiliates shall have the right to request in writing from APCETH on a ​ basis an account of its remaining stock of Supplied Material available for the production of Product.

Other Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(m), the Company shall have furnished to Cowen such appropriate further information, certificates and documents as Cowen may have reasonably requested. All such opinions, certificates, letters and other documents shall have been in compliance with the provisions hereof. The Company will furnish Cowen with such conformed copies of such opinions, certificates, letters and other documents as Cowen shall have reasonably requested.

Board Materials. Within five (5) Business Days after delivery, and in the same manner as delivered to Board members (or, as applicable, the members of any committee or subcommittee of the Board), copies of all materials that Borrower Representative provides to Board members (or committee or subcommittee members) in connection with meetings of the Board or of any committee or subcommittee of the Board, including any reports with respect to Borrowers’ operations or performance, and promptly after such meeting, minutes of such meetings; provided, however, the foregoing may be subject to such exclusions and redactions as Borrower Representative reasonably deems necessary in order to # preserve the confidentiality of proprietary information, or # prevent impairment of the attorney client privilege or # avoid a conflict of interest on the part of Agent or any Lender.

Materials Transfer. Poseida shall, within ​ of Roche’s request, assign and

Materials Transfer. In order to facilitate the Development activities contemplated by this Agreement, either Party may provide to the other Party certain biological materials or chemical compounds Controlled by the supplying Party (collectively, “Materials”) for use by the other Party in furtherance of such Development activities. Except as otherwise provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the Certain identified information marked with ​ has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.