Tooling, Equipment and Materials. Subject to the mutual written consent of te Parties, if applicable, ​ will be reimbursed, at cost, for any specially-required equipment and/or fixtures (collectively, “Tooling”) and improvements to equipment and Tooling purchased by ​ needed for or used in the production of the Product (“Product Tooling”) and/or to perform ​’s obligations to ​. ​ will be responsible for normal maintenance of ​’s Tooling and equipment in its possession. Equipment and Tooling paid for by ​ remains the property of ​. Expenditures greater that Five Thousand Dollars ($5,000 USD) (hereinafter “Substantive Expenditures”) within any ninety (90) day period for Tooling or equipment will be made only with the prior written authorization of ​. Any

Advertising and Promotional Materials. Subject to Applicable Law, and applicable industry codes of conduct, all Promotional Materials for any Product will include, with equal prominence, the names and logos of both Parties.

Third Party Hazardous Materials. If it is determined that the materials incorporated into the Premises contain Hazardous Materials that are not in compliance with Applicable Law as of the Lease Date, then Landlord shall not be liable to Tenant for any damages, but as Tenant’s sole remedy, Landlord, at no cost to Tenant (including as Operating Expenses), shall perform such work or take such other action as may be necessary to remediate the non-compliant condition of the materials. If any Hazardous Materials are discovered to have been present in the Premises as of the date of this Lease in violation of Applicable Laws, then Landlord, at Landlord’s expense (without pass through as an Operating Expense), shall diligently remove or otherwise remediate such condition, as required by Applicable Laws. Further, in no event shall Tenant be required to clean up, remove or remediate any Hazardous Materials in, on, or about the Premises, that were not brought upon, produced, treated, stored, used, discharged or disposed of by Tenant or Tenant Parties (collectively, “Third Party Hazardous Materials”), except to the extent that any hazard posed by such Third Party Hazardous Materials is exacerbated by the negligent acts or omissions or willful misconduct of Tenant or Tenant Parties. Landlord, at Landlord’s expense (without pass through as an Operating Expense), shall remove or otherwise remediate any Third Party Hazardous Materials, as required by Applicable Laws. In addition, Landlord shall indemnify, protect, defend (with counsel reasonably acceptable to Tenant) and hold harmless Tenant from and against # any fine or cost or expense (including reasonable [[Organization B:Organization]] expenses and consultants’ fees) (“Remediation Cost”) that Tenant may incur as a result of any Remedial Work required of Tenant by a governmental authority resulting from the introduction, production, use, generation, storage, treatment, disposal, discharge, release or other handling or disposition of any Third Party Hazardous Materials, and # any Losses asserted against Tenant or any Tenant Party arising from any injury or death of any person or damage to or destruction of any property occurring as a result of any such Third Party Hazardous Materials; provided, however, that the foregoing indemnity obligation shall not apply to any Remediation Cost or Claim to the extent arising from the negligence or willful misconduct of any Tenant Party, or to the extent that any hazard posed by such Third Party Hazardous Materials is exacerbated by, or the cost of the Remedial Work is increased as a result of, the negligent acts or omissions or willful misconduct of Tenant or Tenant Parties.

Limitation on Offering Materials. The Company has not prepared, made, used, authorized, approved or distributed and will not, and will not cause or allow its agents or representatives to, prepare, make, use, authorize, approve or distribute any written communication (as defined by Rule 405 of the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Securities, or otherwise is prepared to market the Securities, other than # the Time of Sale Document, # the Final Offering Memorandum and # any electronic roadshow or other written communication (as defined by Rule 405 of the Securities Act) used in accordance with Section 5(c) hereof (each such communication by the Company or its agents or representatives described in this clause (iii) and listed on [Schedule III] hereto, a “Company Additional Written Communication”).

You hereby affirm that the restrictive covenants and other post-employment obligations contained in the Confidentiality, Non-Competition and Non-Solicitation Agreement, dated as of August 1, 2019 (the “Restrictive Covenant Agreement”) and the Employment Agreement, respectively, are and shall remain in effect and enforceable in accordance with the terms of the Restrictive Covenant Agreement and Employment Agreement, respectively, and you hereby reaffirm the existence and reasonableness of those obligations (including, without limitation, any confidentiality obligations, and any non-competition, non-solicitation, non-interference and non-disparagement restrictions). You also hereby reaffirm and acknowledge your obligations to comply with the provisions set forth in [Section 2(b)] of the Restrictive Covenant Agreement and the Company hereby requests the return, as of the Effective Date, of all Confidential Information and other Company property described in such [Section 2(b)] (including, without limitation, log-ins and access codes to all Company social media accounts and websites).

Following the Effective Date of this Agreement, but not before the payment of the consideration under Section 7.01 by Licensee to Merck, Merck shall transfer to Licensee, in a mutually agreed manner, the ​ reasonably within the possession and control of Merck and necessary for Licensee to make, use and sell the Licensed Product. Any obligation of Merck to transfer such tangible material to Licensee and to provide assistance and support with such materials will not extend beyond ​ days after the Effective Date and will only be to the extent possible by the expenditure of commercially reasonable efforts.

Offering Materials Furnished to Cowen. The Company has delivered to Cowen one complete copy of the Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies of the Registration Statement (without exhibits) and the Prospectus, as amended or supplemented, in such quantities and at such places as Cowen has reasonably requested.

No Improper Use of Materials. The Manager agrees not to bring to ReGenX or to use in the performance of services for ReGenX under this Agreement any materials or documents of a present or former employer of the Manager, or any materials or documents that the Manager obtained from a third party under a binder of confidentiality, unless such materials or documents are generally available to the public or the Manager has authorization from such present or former employer or third party for the possession and unrestricted use of such materials. The Manager understands that the Manager is not to breach any obligation of confidentiality that the Manager has to present or former employers or clients, and agrees to fulfill all such obligations during the term of the Manager’s service on the Board of Managers.

“Hazardous Materials” means # petroleum and petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and # any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any applicable Environmental Law.

CLIENT shall not deliver to OHL any Products, goods or materials that constitute or contain Hazardous Materials, as defined in this Agreement, unless, prior to delivery of such Hazardous Materials, CLIENT has: