Regulatory Materials. The Transition Agreement will require the Opt-Out Party to transfer and assign to the Continuing Party all Regulatory Materials and Regulatory Approvals solely relating to the Reversion Product that are owned or controlled by the Opt-Out Party or its Affiliates (other than Regulatory Materials and Regulatory Approvals for the Manufacture of the ACTR T-cells or the SGI Antibodies, as applicable, which will be retained by ACTR or SGI, respectively). The Transition Agreement will contain terms governing the coordination or transition of the Parties’ ongoing regulatory responsibilities with respect to such Reversion Product.

Hazardous Materials. Tenant fails to perform or breaches any agreement or covenant to be performed or observed by Tenant under Paragraph 4.4 above and such failure or breach continues for more than ten (10) days after Landlord gives written notice thereof to Tenant; provided, however, that if, by the nature of such agreement or covenant, such failure or breach cannot reasonably be cured within such period of ten (10) days, an Event of Default shall not exist as long as Tenant commences the curing of such failure or breach within such period of ten (10) days and, having so commenced, thereafter prosecutes such cure with diligence and dispatch to completion as soon as may be reasonably practicable thereafter.

Hazardous Materials. Tenant shall not allow, cause or permit any Hazardous Materials to be generated, used, treated, released, stored or disposed of in or about the Building or the Land, provided that Tenant may use and store normal and reasonable quantities of standard cleaning and office materials (such as, without limitation, toner, [[Unknown Identifier]] printing supplies) in the Premises so long as such materials are properly, safely and lawfully stored and used by Tenant and the quantity of same does not equal or exceed a “reportable quantity” as defined in 40 C.F.R. 302 and 305, as amended, or any applicable state or local law that requires reporting. At the expiration or earlier termination of this Lease, with respect to conditions relating to Hazardous Materials existing on account of Tenant’s use or occupancy of the Premises or any action or inaction of Tenant or any Agent respecting Hazardous Materials (it being understood that the term “inaction” as used in this Section shall not impose upon Tenant any obligation to remove Hazardous Materials existing in the Premises as of the Lease Commencement Date which were introduced into the Premises by anyone other than Tenant or any Agent, unless and to the extent such condition is knowingly aggravated as a result of Tenant’s use or occupancy of the Premises), Tenant shall surrender the Premises to Landlord free of Hazardous Materials that are in violation of Environmental Laws. Notwithstanding the termination or any other provision of this Lease, Tenant shall indemnify, defend (with counsel approved by Landlord) and hold Landlord and Landlord’s Representatives harmless from and against any and all Claims of any kind or nature, known or unknown, contingent or otherwise, which arise out of or are in any way related to the acts or omissions of Tenant or any Agent (including, but not limited to, reasonable attorneys’, consultant, laboratory and expert fees and any diminution in the value of the Building, damages for the loss or restriction on use of any space or amenity of the Building and damages arising from any adverse impact on marketing of space), whether before, during or after the Lease Term arising from or related to the generation, use, presence, transportation, storage, treatment, disposal, spill, release or discharge of Hazardous Materials by Tenant or any Agent in or about the Premises or the Building. Notwithstanding the termination or other provision of this Lease Landlord shall indemnify, defend (with counsel approved by Tenant) and hold Tenant and Tenant’s Representatives harmless from and against any and all Claims of any kind or nature which are arise out of or are in any way related to the acts or omissions of Landlord or any Landlord’s Representative (including but not limited to, reasonable attorneys’, consultant, laboratory and expert fees and damages for the loss or restriction on use of the Premises or any other space or amenity of the Building) arising from or related to the generation, use, presence, transportation, storage, treatment, disposal, spill, release or discharge or Hazardous Materials by Landlord or any Landlord’s Representative. Tenant shall: # give Landlord prompt verbal and follow-up written notice of any Environmental Default, or circumstance that could reasonably be expected to give rise to an Environmental Default, of which Tenant has actual knowledge, which Environmental Default (if arising) Tenant shall cure in accordance with all Environmental Laws and only after Tenant has obtained Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; and # promptly deliver to Landlord copies of any material written notices or other items received by Tenant from or submitted by Tenant to any governmental or quasi-governmental agency respecting Hazardous Materials, or any claim instituted or threatened in writing against Tenant by any third party, concerning Hazardous Materials and the Premises, the occupancy or use thereof as it relates to Hazardous Materials, or the existence or potential existence of Hazardous Materials therein. To the extent required by applicable Environmental Laws, Tenant covenants to promptly investigate, clean up and otherwise remediate, at Tenant’s sole cost and expense, any spill, release or discharge of Hazardous Materials at or about the Premises, the Building and/or the Land to the extent caused by the acts or omissions of Tenant or Agents. Such investigation, clean up and remediation shall be performed in accordance with applicable Environmental Laws and to the reasonable satisfaction of Landlord and only after Tenant has obtained Landlord’s written consent, such consent not to be unreasonably withheld, conditioned or delayed. Upon any Environmental Default, in addition to all other rights available to Landlord under this Lease, at law or in equity, Landlord shall have the right but not the obligation to enter the Premises, to supervise and approve any actions taken by Tenant to address the Environmental Default, and, if Tenant fails to address same with reasonable promptness in accordance with this Lease, to take such actions as may be required by applicable Environmental Law to cure the Environmental Default. If any governmental agency shall require testing to ascertain whether an Environmental Default by Tenant is pending or threatened, then, subject to Tenant’s right to contest such requirement as provided herein, Tenant shall pay the costs therefor as additional rent within thirty (30) days following Landlord’s written invoice therefor, accompanied by commercially reasonable back-up documentation for such costs. Promptly upon Landlord’s written request, Tenant shall execute from time to time affidavits, representations and similar documents concerning Tenant’s knowledge and belief regarding the presence of Hazardous Materials at or in the Premises. Landlord shall have the right but not the obligation, at all reasonable times during the Lease Term, to inspect the Premises and conduct tests and investigations and take samples to determine whether Tenant is in compliance with the provisions of this Article, and to request lists of all Hazardous Materials used or stored at the Premises. In conducting any such tests, investigations or sampling, Landlord shall use diligent efforts to minimize any interference with Tenant’s use of or access to the Premises. The cost of any such inspections, tests and investigations shall be paid by Landlord at its sole cost and expense, except that the reasonable costs of such inspections, tests and investigations shall be borne by Tenant where the same disclose that Tenant is not in compliance with the requirements of this Lease respecting Hazardous Materials in all material respects. Landlord will provide Tenant with reasonable prior notice of any such inspection in advance thereof, other than in cases of emergency where Landlord shall endeavor to provide Tenant contemporaneous telephonic or e-mail notice. At any time during the Lease Term, Landlord may, after reasonable prior written notice to Tenant, perform an environmental site assessment or environmental audit of the Premises to assess with a reasonable degree of certainty the presence or absence of any Hazardous Materials in the Premises and the potential costs in connection with abatement, cleanup, or removal of any Hazardous Materials placed within or released from the Premises by Tenant or any Agent. Tenant will reasonably cooperate with Landlord and allow Landlord and Landlord’s Representatives reasonable access to any and all parts of the Premises and to the records of Tenant with respect to the Premises and Hazardous Materials for the purpose of performing such environmental site assessment or environmental audit. In conducting any such assessment or audit, Landlord shall use diligent efforts to minimize any interference with Tenant’s use of or access to the Premises. The cost of any such assessments or audits shall be paid by Landlord at its sole cost and expense, except Tenant shall pay the cost of any such assessment or audit which indicates that Hazardous Materials have been placed in or have been released from the Premises by Tenant or any Agent in violation of the terms of this Lease.

For purposes of this Agreement, the definition of “Hazardous Materials” shall be as defined within 49 C.F.R. Parts 105 through 180, or any “Hazardous Substances”, as defined in 42 U.S.C. Section 9601, or as defined by any other federal, state or local statute, ordinance or regulation (such terms together referred to herein as “Hazardous Materials”).

Raw Materials. Lonza shall procure all Raw Materials. Customer shall be responsible for payment for all consumables and Raw Materials ordered or irrevocably committed to be procured by Lonza hereunder. ​.

Restricted Materials. Seller Covenants that none of the goods sold or transferred to Buyer contains any: # of the following chemicals: arsenic, asbestos, benzene, beryllium, carbon tetrachloride, cyanide, lead or lead compounds, cadmium or cadmium compounds, hexavalcnl chromium, mercury or mercury compounds, irichloroethylene, tetrachioroetbylene, methyl chloroform, polychlorinaled biphenyls (“PCBs”), poiybrominatcd biphenyls (“PBBs”), polybrominated diphenyl ethers (“PBDEs”); # chemical or hazardous material otherwise prohibited pursuant to Section 6 of TSCA; # chemical or hazardous material otherwise restricted pursuant to EU Directive 2002/95/EC (27 January 2003) (the “ROHS Directive”); # designated ozone depleting chemicals as restricted under the Montreal Protocol (including, without limitation, 1,1,1 trichlorocthane, carbon tetrachloride, Halon-1211, 1301, and 2402, and chlorofiuorocarbons (“CFCs”) 11-13, 111-13 5, 211-217); # substance listed on the REACH Candidate List, subject to authorization and listed on [Annex XIV] of REACH, or restricted under Directive 76/769/EEC and when it shall be repealed, [Annex XVII] of REACH; or # other chemical or hazardous material the use of which is restricted in any other jurisdiction to or through which Buyer informs Seller the goods are likely to be shipped or to or through which Seller otherwise has knowledge that shipment will likely occur, unless with regard to all of the foregoing, Buyer expressly agrees in writing and Seller identifies an applicable exception from any relevant legal restriction on the inclusion of such chemicals or hazardous materials in the goods sold or transferred to Buyer. Upon request from Buyer and subject to reasonable confidentiality provisions which enable Buyer to meet its compliance obligations, Seller will provide Buyer with the chemical composition, including proportions, of any substance, preparation, mixture, alloy or goods supplied under this Order and any other relevant information or data regarding the properties including without limitation test data and hazard information.

If Items or any services provided hereunder include Hazardous Materials, Supplier represents and warrants that Supplier and its personnel providing services to Buyer understand the nature of and hazards associated with the design and/or service of Items including handling, transportation, and use of such Hazardous Materials, as applicable to Supplier. Prior to causing Hazardous Materials to be on Buyer’s properly, Supplier shall obtain written approval from Buyer’s Site Environmental/Health/Safety organization. Supplier will be responsible for and indemnify Buyer from any liability to any third party (including governmental agencies) resulting from the actions of Supplier or its contractors in connection with: # providing such Hazardous Materials to Buyer; and/or # the use of such Hazardous Materials in providing services to Buyer.

Selection of Materials. Where more than one type of material or structure is indicated on the Tl Construction Drawings approved by Landlord and Tenant, the option will be selected at Landlord’s sole and absolute discretion. As to all building materials and equipment that Landlord is obligated to supply under this Work Letter, Landlord shall select the manufacturer thereof in its sole and absolute discretion.

Return of Materials. Upon the termination of this Agreement, or upon Company’s earlier request, Advisor will deliver to the Company all of the Company’s property or Confidential Information that Advisor may have in Advisor’s possession or control.

Pre-Existing Materials. Advisor agrees that if in the course of performing the Services, Advisor incorporates into any Invention developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by Advisor or in which Advisor has an interest, # Advisor shall inform Company in writing before incorporating such invention, improvement, development, concept, discovery or other proprietary information into any Invention; and # the Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, use and sell such item as part of or in connection with such Invention. Advisor shall not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without Company’s prior written permission.