Common use of Adimab Restrictions Clause in Contracts

Adimab Restrictions. Adimab shall not: (i) use a Naïve Library to screen with respect to a Target under any Research Plan if Adimab has previously screened such Naïve Library for the same Target; (ii) in the future screen a Naïve Library with respect to a Target if Adimab had previously screened such Naïve Library for such Target pursuant hereto; (iii) transfer a Naïve Library used to screen for a Target hereunder to any Third Party; (iv) provide any Third Party with any Program Antibody delivered to Scholar Rock pursuant hereto; provided, however, that Adimab may provide a Third Party with a Non-Optioned Antibody if such Non-Optioned Antibody is independently rediscovered without the use of Scholar Rock Materials or Scholar Rock Confidential Information and without violating the provisions of clause (ii) above; (v) deliver to Scholar Rock as a Program Antibody any antibody previously delivered to a Third Party; provided, however, that Adimab may provide Scholar Rock with a Program Antibody if such Program Antibody is not licensed (or optioned) to a Third Party and such Program Antibody was independently rediscovered without the use of Third Party Materials or Third Party Confidential Information and without violating the provisions of clause (i) above; (vi) file any Program Antibody Patents (except pursuant to Scholar Rock’s instructions in accordance with Article 5 hereof); (vii) file any Patent application that incorporates or relies on any Confidential Information of Scholar Rock or its Affiliates; or (viii) use the Program Antibodies, or any other antibody identified pursuant to a Research Plan hereunder, to research, develop, manufacture or commercialize biologic or drug products in the Field for Adimab, its Affiliates or for any Third Parties. Notwithstanding anything to the contrary in this Agreement: (i) subject to Section 2.6(a) above and the following Section 2.6(a)(ii), nothing herein shall prevent Adimab from licensing or transferring some or all of the Adimab Platform Technology and/or Adimab Platform Technology Improvements to a Third Party (including technical support in connection therewith) nor shall anything herein require Adimab to in any way limit the use of the Adimab Platform Technology and/or Adimab Platform Technology Improvements by Adimab or a Third Party; provided, however, that Adimab shall not provide any Third Party with any antibody library used in conducting any Research Program hereunder, and no such license or transfer shall in any way limit the licenses granted to Scholar Rock in Sections 3.1(a) and 3.2(b)(ii); and (ii) nothing herein shall require Adimab to physically remove from its libraries, or to prevent from being included in future libraries, any Program-Benefited Antibodies. Adimab hereby reserves the right for Adimab, its Affiliates, and those deriving rights from them to include Program-Benefited Antibodies in antibody library(ies) transferred or licensed by Adimab to Third Parties (including the transfer of physical possession of samples of Program-Benefited Antibodies to a Third Party as part of the transfer of libraries in such transactions). For clarity, Third Party recipients of Adimab’s Platform Technology and/or Naïve Libraries are entitled to conduct any activity with respect to Program-Benefited Antibodies without contractual restriction from Adimab (although such activities may infringe Patents held by third parties, including Scholar Rock); provided, however, that Adimab and each of its Affiliates shall maintain a complete and accurate list of all Naïve Libraries used as part of the Research Programs.

Adimab Restrictions. Adimab shall not: (i) use a Naïve Library to screen with respect to a Target under any Research Plan if Adimab has previously screened such Naïve Library for the same Target; (ii) in the future screen a Naïve Library with respect to a Target if Adimab had previously screened such Naïve Library for such Target pursuant hereto; (iii) transfer a Naïve Library used to screen for a Target hereunder to any Third Party; (iv) not provide any Third Party with any Program Antibody delivered to Scholar Rock pursuant hereto; provided, however, that Checkpoint. Adimab may provide a Third Party with a Non-Optioned Antibody if such Non-Optioned Antibody is independently rediscovered without the use of Scholar Rock Materials or Scholar Rock Confidential Information and without violating the provisions of clause (ii) above; (v) shall not deliver to Scholar Rock Checkpoint as a Program Antibody any antibody previously delivered to a Third Party; provided, however, that Adimab may provide Scholar Rock with a Program Antibody if such Program Antibody is not licensed (or optioned) to a Third Party . To avoid doubt and such Program Antibody was independently rediscovered without the use of Third Party Materials or Third Party Confidential Information and without violating the provisions of clause (i) above; (vi) file any Program Antibody Patents (except pursuant to Scholar Rock’s instructions in accordance with Article 5 hereof); (vii) file any Patent application that incorporates or relies on any Confidential Information of Scholar Rock or its Affiliates; or (viii) use the Program Antibodies, or any other antibody identified pursuant to a Research Plan hereunder, to research, develop, manufacture or commercialize biologic or drug products in the Field for Adimab, its Affiliates or for any Third Parties. Notwithstanding notwithstanding anything to the contrary in this Agreement: (i) subject to Section 2.6(a) above and the following Section 2.6(a)(ii), nothing herein shall prevent Adimab from licensing or transferring some or all of the Adimab Platform Technology and/or Adimab Platform Technology Improvements to a Third Party (including technical support in connection therewith) nor shall anything herein require Adimab to in any way limit the use of the Adimab Platform Technology and/or Adimab Platform Technology Improvements by Adimab or a Third Party; provided, however, that Adimab shall not provide any Third Party with any antibody library used in conducting any Research Program hereunder, and no such license or transfer shall in any way limit the licenses granted to Scholar Rock in Sections 3.1(a) and 3.2(b)(ii); and (ii) nothing herein shall require Adimab to physically remove from its libraries, or to prevent from being included in future libraries, any Program-Benefited Antibodies. Adimab hereby reserves the right for Adimab, its Affiliates, and those deriving rights from them (a) to include Program-Benefited Antibodies in antibody library(ies) transferred or licensed by Adimab to Third Parties (including the transfer of physical possession of samples of Program-Benefited Antibodies to a Third Party as part of the transfer of libraries in such transactions). For clarity, Third Party recipients of Adimab’s Platform Technology and/or Naïve Libraries are entitled ) and (b) to conduct any activity with respect to Program-Benefited Antibodies without contractual restriction from that are not Optioned Antibodies if Adimab (although or such other party) arrives at such Program-Benefited Antibodies independent from the activities may infringe Patents held by third parties, including Scholar Rock)performed under a Research Plan and in a manner fully compliant with Adimab’s other covenants and obligations under this Agreement; provided, however, that that, except as permitted by Section 6.7 (Certain Data) in no event shall Adimab disclose to any Third Party, or otherwise directly or indirectly exploit, any Confidential Information of Checkpoint, including Confidential Information regarding the relationship between the Target and each Program-Benefited Antibodies and the characterization of its Affiliates shall maintain a complete and accurate list of all Naïve Libraries used as part of the Research ProgramsProgram Antibodies by Adimab.

Adimab Restrictions. Adimab shall not: (i) use a Naïve Library to screen with respect to a Target under any Research Plan if Adimab has previously screened such Naïve Library for the same Target; (ii) in the future screen a Naïve Library with respect to a Target if Adimab had previously screened such Naïve Library for such Target pursuant hereto; (iii) transfer a Naïve Library used to screen for a Target hereunder to any Third Party; (iv) not provide any Third Party with any Program Antibody delivered to Scholar Rock pursuant hereto; provided, however, that Leap. Adimab may provide a Third Party with a Non-Optioned Antibody if such Non-Optioned Antibody is independently rediscovered without the use of Scholar Rock Materials or Scholar Rock Confidential Information and without violating the provisions of clause (ii) above; (v) shall not deliver to Scholar Rock Leap as a Program Antibody any antibody previously delivered to a Third Party; provided, however, that Adimab may provide Scholar Rock with a Program Antibody if such Program Antibody is not licensed (or optioned) to a Third Party . To avoid doubt and such Program Antibody was independently rediscovered without the use of Third Party Materials or Third Party Confidential Information and without violating the provisions of clause (i) above; (vi) file any Program Antibody Patents (except pursuant to Scholar Rock’s instructions in accordance with Article 5 hereof); (vii) file any Patent application that incorporates or relies on any Confidential Information of Scholar Rock or its Affiliates; or (viii) use the Program Antibodies, or any other antibody identified pursuant to a Research Plan hereunder, to research, develop, manufacture or commercialize biologic or drug products in the Field for Adimab, its Affiliates or for any Third Parties. Notwithstanding notwithstanding anything to the contrary in this Agreement: (i) subject to Section 2.6(a) above and the following Section 2.6(a)(ii), nothing herein shall prevent Adimab from licensing or transferring some or all of the Adimab Platform Technology and/or Adimab Platform Technology Improvements to a Third Party (including technical support in connection therewith) nor shall anything herein require Adimab to in any way limit the use of the Adimab Platform Technology and/or Adimab Platform Technology Improvements by Adimab or a Third Party; provided, however, that Adimab shall not provide any Third Party with any antibody library used in conducting any Research Program hereunder, and no such license or transfer shall in any way limit the licenses granted to Scholar Rock in Sections 3.1(a) and 3.2(b)(ii); and (ii) nothing herein shall require Adimab to physically remove from its libraries, or to prevent from being included in future libraries, any Program-Benefited Antibodies. Adimab hereby reserves the right for Adimab, its Affiliates, and those deriving rights from them (a) to include Program-Benefited Antibodies in antibody library(ies) transferred or licensed by Adimab to Third Parties (including the transfer of physical possession of samples of Program-Benefited Antibodies to a Third Party as part of the transfer of libraries in such transactions). For clarity, Third Party recipients of Adimab’s Platform Technology and/or Naïve Libraries are entitled ) and (b) to conduct any activity with respect to Program-Benefited Antibodies without contractual restriction from that are not Optioned Antibodies if Adimab (although or such other party) arrives at such Program-Benefited Antibodies independent from the activities may infringe Patents held by third parties, including Scholar Rock)performed under a Research Plan and in a manner fully compliant with Adimab’s other covenants and obligations under this Agreement; provided, however, that that, except as permitted by Section 6.7 (Certain Data) in no event shall Adimab disclose to any Third Party, or otherwise directly or indirectly exploit, any Confidential Information of Leap, including Confidential Information regarding the relationship between the Target and each Program-Benefited Antibodies and the characterization of its Affiliates shall maintain a complete and accurate list of all Naïve Libraries used as part of the Research ProgramsProgram Antibodies by Adimab.

Adimab Restrictions. Adimab shall not: (i) use a Naïve Naive Library to screen with respect to a Target under any Research Plan if Adimab has previously screened such Naïve Naive Library for the same Target; (ii) in the future screen a Naïve Naive Library with respect to a Target if Adimab had previously screened such Naïve Naive Library for such Target pursuant hereto; (iii) transfer a Naïve Naive Library used to screen for a any Target hereunder to any Third Party; (iv) provide any Third Party with any Program Antibody delivered to Scholar Rock iTeos pursuant heretohereto (and, for the avoidance of doubt, Adimab shall not deliver an antibody to any Third Party with CDR sequences which are identical to any Optioned Antibody); provided, however, that Adimab may provide a Third Party with a Non-Optioned Antibody if such Non-Optioned Antibody is independently rediscovered without the use of Scholar Rock iTeos Materials or Scholar Rock iTeos Confidential Information and without violating the provisions of clause (ii) above; or (v) deliver to Scholar Rock iTeos as a Program Antibody any antibody previously delivered to a Third Party; and provided, further, however, that Adimab may provide Scholar Rock iTeos with a Program Antibody if such Program Antibody is not licensed (or optioned) to a Third Party and such Program Antibody was independently rediscovered without the use of Third Party Materials or Third Party Confidential Information and without violating the provisions of clause (i) above; (vi) file any Program Antibody Patents (except pursuant to Scholar Rock’s instructions in accordance with Article 5 hereof); (vii) file any Patent application that incorporates or relies on any Confidential Information of Scholar Rock or its Affiliates; or (viii) use the Program Antibodies, or any other antibody identified pursuant to a Research Plan hereunder, to research, develop, manufacture or commercialize biologic or drug products in the Field for Adimab, its Affiliates or for any Third Parties. Notwithstanding anything to the contrary in this Agreement: (i) subject to Section 2.6(a) above and the following Section 2.6(a)(ii), nothing herein shall prevent Adimab from licensing or transferring some or all of the Adimab Platform Technology and/or Adimab Platform Technology Improvements to a Third Party (including technical support in connection therewith) nor shall anything herein require Adimab to in any way limit the use of the Adimab Platform Technology and/or Adimab Platform Technology Improvements by Adimab or a Third Party; provided, however, that Adimab shall not provide any Third Party with any antibody library used in conducting any Research Program hereunder, and no such license or transfer shall in any way limit the licenses granted to Scholar Rock in Sections 3.1(a) and 3.2(b)(ii); and (ii) nothing herein shall require Adimab to physically remove from its libraries, or to prevent from being included in future libraries, any Program-Benefited Antibodies. Adimab hereby reserves the right for Adimab, its Affiliates, and those deriving rights from them (a) to include Program-Benefited Antibodies in antibody library(ies) transferred or licensed by Adimab to Third Parties (including the transfer of physical possession of samples of Program-Benefited Antibodies to a Third Party as part of the transfer of libraries in such transactions). For clarity, Third Party recipients of Adimab’s Platform Technology and/or Naïve Libraries are entitled ) and (b) to conduct any activity with respect to Non-Optioned Antibodies if Adimab (or such other party) arrives at such Program-Benefited Antibodies without contractual restriction from Adimab (although such activities may infringe Patents held by third parties, including Scholar Rock); provided, however, that Adimab in a manner fully compliant with Adimab’s other covenants and each of its Affiliates shall maintain a complete and accurate list of all Naïve Libraries used as part of the Research Programsobligations under this Agreement.

Adimab Restrictions. Adimab shall not: (i) use a Naïve Naive Library to screen with respect to a Target under any Research Plan if Adimab has previously screened such Naïve Naive Library for the same Target; (ii) in the future screen a Naïve Naive Library with respect to a Target if Adimab had previously screened such Naïve Naive Library for such Target pursuant hereto; (iii) transfer a Naïve Naive Library used to screen for a any Target hereunder to any Third Party; (iv) provide any Third Party with any Program Antibody delivered to Scholar Rock iTeos pursuant heretohereto (and, for the avoidance of doubt, Adimab shall not deliver an antibody to any Third Party with CDR sequences which are identical to any Optioned Antibody); provided, however, that Adimab may provide a Third Party with a Non-Optioned Antibody if such Non-Optioned Antibody is independently rediscovered without the use of Scholar Rock iTeos Materials or Scholar Rock iTeos Confidential Information and without violating the provisions of clause (ii) above; or (v) deliver to Scholar Rock iTeos as a Program Antibody any antibody previously delivered to a Third Party; and provided, further, however, that Adimab may provide Scholar Rock iTeos with a Program Antibody if such Program Antibody is not licensed (or optioned) to a Third Party and such Program Antibody was independently rediscovered without the use of Third Party Materials or Third Party Confidential Information and without violating the provisions of clause (i) above; (vi) file any Program Antibody Patents (except pursuant to Scholar Rock’s instructions in accordance with Article 5 hereof); (vii) file any Patent application that incorporates or relies on any Confidential Information of Scholar Rock or its Affiliates; or (viii) use the Program Antibodies, or any other antibody identified pursuant to a Research Plan hereunder, to research, develop, manufacture or commercialize biologic or drug products in the Field for Adimab, its Affiliates or for any Third Parties. Notwithstanding anything to the contrary in this Agreement: (i) subject to Section 2.6(a) above and the following Section 2.6(a)(ii), nothing herein shall prevent Adimab from licensing or transferring some or all of the Adimab Platform Technology and/or Adimab Platform Technology Improvements to a Third Party (including technical support in connection therewith) nor shall anything herein require Adimab to in any way limit the use of the Adimab Platform Technology and/or Adimab Platform Technology Improvements by Adimab or a Third Party; provided, however, that Adimab shall not provide any Third Party with any antibody library used in conducting any Research Program hereunder, and no such license or transfer shall in any way limit the licenses granted to Scholar Rock in Sections 3.1(a) and 3.2(b)(ii); and (ii) nothing herein shall require Adimab to physically remove from its libraries, or to prevent from being included in future libraries, any Program-Benefited Antibodies. Adimab hereby reserves the right for Adimab, its Affiliates, and those deriving rights from them (a) to include Program-Benefited Antibodies in antibody library(ies) transferred or licensed by Adimab to Third Parties (including the transfer of physical possession of samples of Program-Program- Benefited Antibodies to a Third Party as part of the transfer of libraries in such transactions). For clarity, Third Party recipients of Adimab’s Platform Technology and/or Naïve Libraries are entitled ) and (b) to conduct any activity with respect to ProgramNon-Optioned Antibodies if Adimab (or such other party) arrives at such Program- Benefited Antibodies without contractual restriction from Adimab (although such activities may infringe Patents held by third parties, including Scholar Rock); provided, however, that Adimab in a manner fully compliant with Adimab’s other covenants and each of its Affiliates shall maintain a complete and accurate list of all Naïve Libraries used as part of the Research Programsobligations under this Agreement.

Adimab Restrictions. Adimab shall not: (i) use a Naïve Library to screen with respect to a Target under any Research Plan if Adimab has previously screened such Naïve Library for the same Target; (ii) in the future screen a Naïve Library with respect to a Target if Adimab had previously screened such Naïve Library for such Target pursuant hereto; (iii) transfer a Naïve Library used to screen for a Target hereunder to any Third Party; (iv) not provide any Third Party with any Program Antibody delivered to Scholar Rock pursuant hereto; provided, however, that Flame. Adimab may provide a Third Party with a Non-Optioned Antibody if such Non-Optioned Antibody is independently rediscovered without the use of Scholar Rock Materials or Scholar Rock Confidential Information and without violating the provisions of clause (ii) above; (v) shall not deliver to Scholar Rock Flame as a Program Antibody any antibody previously delivered to a Third Party; provided, however, that Adimab may provide Scholar Rock with a Program Antibody if such Program Antibody is not licensed (or optioned) to a Third Party . To avoid doubt and such Program Antibody was independently rediscovered without the use of Third Party Materials or Third Party Confidential Information and without violating the provisions of clause (i) above; (vi) file any Program Antibody Patents (except pursuant to Scholar Rock’s instructions in accordance with Article 5 hereof); (vii) file any Patent application that incorporates or relies on any Confidential Information of Scholar Rock or its Affiliates; or (viii) use the Program Antibodies, or any other antibody identified pursuant to a Research Plan hereunder, to research, develop, manufacture or commercialize biologic or drug products in the Field for Adimab, its Affiliates or for any Third Parties. Notwithstanding notwithstanding anything to the contrary in this Agreement: (i) subject to Section 2.6(a) above and the following Section 2.6(a)(ii), nothing herein shall prevent Adimab from licensing or transferring some or all of the Adimab Platform Technology and/or Adimab Platform Technology Improvements to a Third Party (including technical support in connection therewith) nor shall anything herein require Adimab to in any way limit the use of the Adimab Platform Technology and/or Adimab Platform Technology Improvements by Adimab or a Third Party; provided, however, that Adimab shall not provide any Third Party with any antibody library used in conducting any Research Program hereunder, and no such license or transfer shall in any way limit the licenses granted to Scholar Rock in Sections 3.1(a) and 3.2(b)(ii); and (ii) nothing herein shall require Adimab to physically remove from its libraries, or to prevent from being included in future libraries, any Program-Benefited Antibodies. ​ ​ Adimab hereby reserves the right for Adimab, its Affiliates, and those deriving rights from them (a) to include Program-Benefited Antibodies in antibody library(ies) transferred or licensed by Adimab to Third Parties (including the transfer of physical possession of samples of Program-Benefited Antibodies to a Third Party as part of the transfer of libraries in such transactions). For clarity, Third Party recipients of Adimab’s Platform Technology and/or Naïve Libraries are entitled ) and (b) to conduct any activity with respect to Program-Benefited Antibodies without contractual restriction from that are not Optioned Antibodies if Adimab (although or such other party) arrives at such Program-Benefited Antibodies independent from the activities may infringe Patents held by third parties, including Scholar Rock)performed under a Research Plan and in a manner fully compliant with Adimab’s other covenants and obligations under this Agreement; provided, however, that that, except as permitted by Section 6.7 (Certain Data) in no event shall Adimab disclose to any Third Party, or otherwise directly or indirectly exploit, any Confidential Information of Flame, including Confidential Information regarding the relationship between the Target and each Program-Benefited Antibodies and the characterization of its Affiliates shall maintain a complete and accurate list of all Naïve Libraries used as part of the Research ProgramsProgram Antibodies by Adimab.