Common use of Certain Rights and Obligations Under the Existing License Agreements Clause in Contracts

Certain Rights and Obligations Under the Existing License Agreements. Notwithstanding any other provision of this Agreement, the following provisions shall apply. (a) Without limiting any other right or remedy of BMS under this Agreement and in order to prevent, ameliorate, mitigate or cure a breach of any of the Existing License Agreements, in the event that Ambrx fails to perform any of its obligations under any of such Existing License Agreements (except to the extent that a breach by BMS of its obligations under this Agreement or any other act or omission by BMS prevents such performance by Ambrx), which failure is not cured within thirty (30) days after written notice from BMS, BMS may perform such obligation on behalf of Ambrx, at Ambrx’s expense, and Ambrx shall reimburse BMS for its costs (including both its out-of-pocket costs and internal costs) in connection with such performance. This Agreement sets forth the obligations of the Parties inter se, and nothing in this Agreement (including any standard of effort set forth herein) shall limit or modify the obligations of Ambrx under the Existing License Agreements. (b) To the extent that Ambrx is permitted to assert against an Existing Third Party Licensor a claim on behalf of BMS (as Ambrx’s sublicensee) for specific performance of any covenant of an Existing Third Party Licensor contained in the applicable Existing License Agreement, Ambrx shall use reasonable efforts to cooperate with BMS (at BMS’ expense) to permit BMS to assert such claim or request for specific performance by such Existing Third Party Licensor, including, if necessary, allowing BMS to bring such claim in the name of Ambrx; provided that BMS shall give Ambrx written notice of any proposed settlement with such Existing Third Party Licensor and a reasonable opportunity to review and comment on such proposed settlement, and BMS shall not enter into any settlement with such Existing Third Party Licensor that could reasonably be viewed as materially adversely affecting the rights of Ambrx hereunder or under the applicable Existing License Agreement, without Ambrx’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). (c) Whenever Ambrx provides any report, notice or other communication to an Existing Third Party Licensor relating to Compounds, Products and/or this Agreement (or otherwise relating to or impacting the rights sublicensed to BMS under this Agreement) in compliance with any of the obligations under the Existing License Agreements, Ambrx shall provide a copy of such report or notice to BMS at least ten (10) days prior to the time such report, notice or communication is provided to such Existing Third Party Licensor or, if it is impracticable to provide such copy at least ten (10) days ahead of time, Ambrx shall provide such copy to BMS as early as practicable prior to the provision thereof to such Existing Third Party Licensor. (d) Whenever Ambrx receives any report, notice or other communication relating to Compounds, Products and/or this Agreement (or otherwise relating to or impacting the rights sublicensed to BMS under this Agreement) from an Existing Third Party Licensor with respect to the applicable Existing License Agreement (including any notice with respect to any default, breach or termination of the Existing License Agreement), Ambrx shall promptly provide a copy of such report, notice or other communication to BMS. (e) Ambrx shall, if reasonably requested by BMS, take commercially reasonable efforts to exercise any of Ambrx’s rights, or to enforce any material obligation of an Existing Third Party Licensor, at Ambrx’s expense, under the applicable Existing License Agreement, in each case as it relates to a Compound and/or Product. (f) Ambrx shall not agree or consent to any amendment, supplement or other modification to the Existing License Agreement, or exercise any other right or consent thereunder, in each case in a manner that could reasonably be viewed as materially adversely affecting the rights sublicensed to BMS under this Agreement, without BMS’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). (g) Ambrx shall not terminate, and shall not take or fail to take any action that would permit the Existing Third Party Licensor to terminate, any Existing License Agreement (either unilaterally or by mutual agreement with the applicable Existing Third Party Licensor), or any right thereunder, without the prior written consent of BMS, which consent may be given or withheld in BMS’ sole discretion, in each case as it relates to or impacts the rights sublicensed to BMS under this Agreement. (h) Except to the extent permitted under Section 17.8, Ambrx shall not during the Term grant any Lien (or permit any Lien to attach) with respect to this Agreement or any of the Product Specific Patent Rights. For sake of clarity, any breach of this sub-Section by Ambrx that is not cured within ten (10) Business Days after written notice thereof shall be deemed a material breach of this Agreement.

Certain Rights and Obligations Under the Existing License Agreements. Notwithstanding any other provision of this Agreement, the following provisions shall apply. (a) In the event of any purported or actual breach (or threatened termination) of any Existing License Agreement, CytomX shall give notice to BMS of such breach or termination. Without limiting any other right or remedy of BMS under this Agreement and in order to prevent, ameliorate, mitigate or cure a breach of any of the Existing License Agreements, in the event that Ambrx CytomX fails to perform any of its obligations under any of such Existing License Agreements (except to the extent that a breach by BMS of its obligations under this Agreement or any other act or omission by BMS prevents such performance by AmbrxCytomX), which failure is not cured within thirty (30) days after written notice from BMS, BMS may perform such obligation on behalf of AmbrxCytomX, at AmbrxCytomX’s expense, and Ambrx CytomX shall reimburse BMS for its costs (including both its out-of-pocket costs and internal costs) in connection with such performance. performance or BMS shall be entitled to credit any such costs against any future payments otherwise owed to CytomX. This Agreement sets forth the obligations of the Parties inter se, and nothing in this Agreement (including any standard of effort set forth herein) shall limit or modify the obligations of Ambrx CytomX under the Existing License Agreements. (b) To the extent that Ambrx CytomX is permitted to assert against an Existing Third Party Licensor a claim on behalf of BMS (as AmbrxCytomX’s sublicensee) for specific performance of any covenant of an Existing Third Party Licensor contained in the applicable Existing License Agreement, Ambrx CytomX shall use reasonable efforts to cooperate with BMS (at BMS’ expense) to permit BMS to assert such claim or request for specific performance by such Existing Third Party Licensor, including, if necessary, allowing BMS to bring such claim in the name of AmbrxCytomX; provided that BMS shall give Ambrx CytomX written notice of any proposed settlement with such Existing Third Party Licensor and a reasonable opportunity to review and comment on such proposed settlement, and BMS shall not enter into any settlement with such Existing Third Party Licensor that could reasonably be viewed as materially adversely affecting the rights of Ambrx CytomX hereunder or under the applicable Existing License Agreement, without AmbrxCytomX’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). (c) Whenever Ambrx CytomX provides any report, notice or other communication to an Existing Third Party Licensor relating to Compounds, Products and/or this Agreement (or otherwise relating to or impacting the rights sublicensed to BMS under this Agreement) in compliance with any of the obligations under the Existing License Agreements, Ambrx to the extent such communication would adversely affect BMS’ rights under the Existing License Agreement, CytomX shall provide a copy of such report or notice to BMS at least ten (10) days prior to the time such report, notice or communication is provided to such Existing Third Party Licensor or, if it is impracticable to provide such copy at least ten (10) days ahead of time, Ambrx CytomX shall provide such copy to BMS as early as practicable prior to the provision thereof to such Existing Third Party Licensor. CytomX shall have no obligation to disclose to BMS any confidential information of any Third Party or of CytomX contained in any such report, and any information provided by CytomX to BMS may be redacted to remove any such information. (d) Whenever Ambrx CytomX receives any report, notice or other communication relating to Compounds, Products and/or this Agreement (or otherwise relating to or impacting the rights sublicensed to BMS under this Agreement) from an Existing Third Party Licensor with respect to the applicable Existing License Agreement and which report, notice or other communication would have a material adverse effect on this Agreement (including any notice with respect to any default, breach or termination of the Existing License Agreement), Ambrx CytomX shall promptly provide a copy of such report, notice or other communication to BMS. CytomX shall have no obligation to disclose to BMS any confidential information of any Third Party (other than the Existing Third Party Licensor) contained in any such report, notice or other communication and any information provided by CytomX to BMS may be redacted to remove any such information. (e) Ambrx CytomX shall, if reasonably requested by BMS, take commercially reasonable efforts to exercise any of AmbrxCytomX’s rights, or to enforce any material obligation of an Existing Third Party Licensor, at AmbrxCytomX’s expense, under the applicable Existing License Agreement, in each case as it relates to a Compound and/or Product. (f) Ambrx CytomX shall not agree or consent to any amendment, supplement or other modification to the Existing License Agreement, or exercise any other right or consent thereunder, in each case in a manner that could reasonably be viewed as materially adversely affecting the rights sublicensed to BMS under this Agreement, without BMS’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). (g) Ambrx CytomX shall not terminate, and shall use reasonable efforts to not take or fail to take any action that would permit the Existing Third Party Licensor to terminate, any Existing License Agreement (either unilaterally or by mutual agreement with the applicable Existing Third Party Licensor), or any right thereunderthereunder which would have an adverse effect on the rights sublicensed to BMS under this Agreement, without the prior written consent of BMS, which consent may be given or withheld in BMS’ sole discretion, in each case as it relates to or impacts the rights sublicensed to BMS under this Agreement. (h) Except to the extent permitted under Section 17.8Xxxxxxx 00.0, Ambrx XxxxxX shall not during the Term grant any Lien (or permit any Lien to attach) with respect to this Agreement or any of the Product Specific Patent Rights, that could adversely impact BMS’ rights thereunder. For sake of clarity, any breach of this sub-Section by Ambrx CytomX that is not cured within ten (10) Business Days after written notice thereof shall be deemed a material breach of this Agreement., provided that it shall not be deemed a breach of this Agreement for CytomX to xxxxx x Xxxx under which the lienholder takes a Lien subject to the licenses granted hereunder.

Certain Rights and Obligations Under the Existing License Agreements. Notwithstanding any other provision of this Agreement, the following provisions shall apply. (a) Without limiting any other right or remedy of BMS under this Agreement and in order to ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. prevent, ameliorate, mitigate or cure a breach of any of the Existing License Agreements, in the event that Ambrx fails to perform any of its obligations under any of such Existing License Agreements (except to the extent that a breach by BMS of its obligations under this Agreement or any other act or omission by BMS prevents such performance by Ambrx), which failure is not cured within thirty (30) days after written notice from BMS, BMS may perform such obligation on behalf of Ambrx, at Ambrx’s expense, and Ambrx shall reimburse BMS for its costs (including both its out-of-pocket costs and internal costs) in connection with such performance. This Agreement sets forth the obligations of the Parties inter se, and nothing in this Agreement (including any standard of effort set forth herein) shall limit or modify the obligations of Ambrx under the Existing License Agreements. (b) To the extent that Ambrx is permitted to assert against an Existing Third Party Licensor a claim on behalf of BMS (as Ambrx’s sublicensee) for specific performance of any covenant of an Existing Third Party Licensor contained in the applicable Existing License Agreement, Ambrx shall use reasonable efforts to cooperate with BMS (at BMS’ expense) to permit BMS to assert such claim or request for specific performance by such Existing Third Party Licensor, including, if necessary, allowing BMS to bring such claim in the name of Ambrx; provided that BMS shall give Ambrx written notice of any proposed settlement with such Existing Third Party Licensor and a reasonable opportunity to review and comment on such proposed settlement, and BMS shall not enter into any settlement with such Existing Third Party Licensor that could reasonably be viewed as materially adversely affecting the rights of Ambrx hereunder or under the applicable Existing License Agreement, without Ambrx’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). (c) Whenever Ambrx provides any report, notice or other communication to an Existing Third Party Licensor relating to Compounds, Products and/or this Agreement (or otherwise relating to or impacting the rights sublicensed to BMS under this Agreement) in compliance with any of the obligations under the Existing License Agreements, Ambrx shall provide a copy of such report or notice to BMS at least ten (10) days prior to the time such report, notice or communication is provided to such Existing Third Party Licensor or, if it is impracticable to provide such copy at least ten (10) days ahead of time, Ambrx shall provide such copy to BMS as early as practicable prior to the provision thereof to such Existing Third Party Licensor. (d) Whenever Ambrx receives any report, notice or other communication relating to Compounds, Products and/or this Agreement (or otherwise relating to or impacting the rights sublicensed to BMS under this Agreement) from an Existing Third Party Licensor with respect to the applicable Existing License Agreement (including any notice with respect to any default, breach or termination of the Existing License Agreement), Ambrx shall promptly provide a copy of such report, notice or other communication to BMS. (e) Ambrx shall, if reasonably requested by BMS, take commercially reasonable efforts to exercise any of Ambrx’s rights, or to enforce any material obligation of an Existing Third Party Licensor, at Ambrx’s expense, under the applicable Existing License Agreement, in each case as it relates to a Compound and/or Product. (f) Ambrx shall not agree or consent to any amendment, supplement or other modification to the Existing License Agreement, or exercise any other right or consent thereunder, in each case in a manner that could reasonably be viewed as materially adversely affecting the rights sublicensed to BMS under this Agreement, without BMS’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). (g) Ambrx shall not terminate, and shall not take or fail to take any action that would permit the Existing Third Party Licensor to terminate, any Existing License Agreement (either unilaterally or by mutual agreement with the applicable Existing Third Party Licensor), or any right thereunder, without the prior written consent of BMS, which consent may be given or withheld in BMS’ sole discretion, in each case as it relates to or impacts the rights sublicensed to BMS under this Agreement. (h) Except to the extent permitted under Section 17.8, Ambrx shall not during the Term grant any Lien (or permit any Lien to attach) with respect to this Agreement or any of the Product Specific Patent Rights. For sake of clarity, any breach of this sub-Section by Ambrx that is not cured within ten (10) Business Days after written notice thereof shall be deemed a material breach of this Agreement.

Certain Rights and Obligations Under the Existing License Agreements. Notwithstanding any other provision of this Agreement, the following provisions shall apply. (a) Without limiting any other right or remedy of BMS under this Agreement and in order to *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. prevent, ameliorate, mitigate or cure a breach of any of the Existing License Agreements, in the event that Ambrx fails to perform any of its obligations under any of such Existing License Agreements (except to the extent that a breach by BMS of its obligations under this Agreement or any other act or omission by BMS prevents such performance by Ambrx), which failure is not cured within thirty (30) days after written notice from BMS, BMS may perform such obligation on behalf of Ambrx, at Ambrx’s expense, and Ambrx shall reimburse BMS for its costs (including both its out-of-pocket costs and internal costs) in connection with such performance. This Agreement sets forth the obligations of the Parties inter se, and nothing in this Agreement (including any standard of effort set forth herein) shall limit or modify the obligations of Ambrx under the Existing License Agreements. (b) To the extent that Ambrx is permitted to assert against an Existing Third Party Licensor a claim on behalf of BMS (as Ambrx’s sublicensee) for specific performance of any covenant of an Existing Third Party Licensor contained in the applicable Existing License Agreement, Ambrx shall use reasonable efforts to cooperate with BMS (at BMS’ expense) to permit BMS to assert such claim or request for specific performance by such Existing Third Party Licensor, including, if necessary, allowing BMS to bring such claim in the name of Ambrx; provided that BMS shall give Ambrx written notice of any proposed settlement with such Existing Third Party Licensor and a reasonable opportunity to review and comment on such proposed settlement, and BMS shall not enter into any settlement with such Existing Third Party Licensor that could reasonably be viewed as materially adversely affecting the rights of Ambrx hereunder or under the applicable Existing License Agreement, without Ambrx’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). (c) Whenever Ambrx provides any report, notice or other communication to an Existing Third Party Licensor relating to Compounds, Products and/or this Agreement (or otherwise relating to or impacting the rights sublicensed to BMS under this Agreement) in compliance with any of the obligations under the Existing License Agreements, Ambrx shall provide a copy of such report or notice to BMS at least ten (10) days prior to the time such report, notice or communication is provided to such Existing Third Party Licensor or, if it is impracticable to provide such copy at least ten (10) days ahead of time, Ambrx shall provide such copy to BMS as early as practicable prior to the provision thereof to such Existing Third Party Licensor. (d) Whenever Ambrx receives any report, notice or other communication relating to Compounds, Products and/or this Agreement (or otherwise relating to or impacting the rights sublicensed to BMS under this Agreement) from an Existing Third Party Licensor with respect to the applicable Existing License Agreement (including any notice with respect to any default, breach or termination of the Existing License Agreement), Ambrx shall promptly provide a copy of such report, notice or other communication to BMS. (e) Ambrx shall, if reasonably requested by BMS, take commercially reasonable efforts to exercise any of Ambrx’s rights, or to enforce any material obligation of an Existing Third Party Licensor, at Ambrx’s expense, under the applicable Existing License Agreement, in each case as it relates to a Compound and/or Product. (f) Ambrx shall not agree or consent to any amendment, supplement or other modification to the Existing License Agreement, or exercise any other right or consent thereunder, in each case in a manner that could reasonably be viewed as materially adversely affecting the rights sublicensed to BMS under this Agreement, without BMS’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). (g) Ambrx shall not terminate, and shall not take or fail to take any action that would permit the Existing Third Party Licensor to terminate, any Existing License Agreement (either unilaterally or by mutual agreement with the applicable Existing Third Party Licensor), or any right thereunder, without the prior written consent of BMS, which consent may be given or withheld in BMS’ sole discretion, in each case as it relates to or impacts the rights sublicensed to BMS under this Agreement. (h) Except to the extent permitted under Section 17.8, Ambrx shall not during the Term grant any Lien (or permit any Lien to attach) with respect to this Agreement or any of the Product Specific Patent Rights. For sake of clarity, any breach of this sub-Section by Ambrx that is not cured within ten (10) Business Days after written notice thereof shall be deemed a material breach of this Agreement.

Certain Rights and Obligations Under the Existing License Agreements. Notwithstanding any other provision of this Agreement, the following provisions shall apply. (a) Without limiting any other right or remedy of BMS under this Agreement and in order to prevent, ameliorate, mitigate or cure a breach of any of the Existing License Agreements, in the event that Ambrx fails to perform any of its obligations under any of such Existing License Agreements (except to the extent that a breach by BMS of its obligations under this Agreement or any other act or omission by BMS prevents such performance by Ambrx), which failure is not cured within thirty (30) days after written notice from BMS, BMS may perform such obligation on behalf of Ambrx, at Ambrx’s ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. expense, and Ambrx shall reimburse BMS for its costs (including both its out-of-pocket costs and internal costs) in connection with such performance. This Agreement sets forth the obligations of the Parties inter se, and nothing in this Agreement (including any standard of effort set forth herein) shall limit or modify the obligations of Ambrx under the Existing License Agreements. (b) To the extent that Ambrx is permitted to assert against an Existing Third Party Licensor a claim on behalf of BMS (as Ambrx’s sublicensee) for specific performance of any covenant of an Existing Third Party Licensor contained in the applicable Existing License Agreement, Ambrx shall use reasonable efforts to cooperate with BMS (at BMS’ expense) to permit BMS to assert such claim or request for specific performance by such Existing Third Party Licensor, including, if necessary, allowing BMS to bring such claim in the name of Ambrx; provided that BMS shall give Ambrx written notice of any proposed settlement with such Existing Third Party Licensor and a reasonable opportunity to review and comment on such proposed settlement, and BMS shall not enter into any settlement with such Existing Third Party Licensor that could reasonably be viewed as materially adversely affecting the rights of Ambrx hereunder or under the applicable Existing License Agreement, without Ambrx’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). (c) Whenever Ambrx provides any report, notice or other communication to an Existing Third Party Licensor relating to Compounds, Products and/or this Agreement (or otherwise relating to or impacting the rights sublicensed to BMS under this Agreement) in compliance with any of the obligations under the Existing License Agreements, Ambrx shall provide a copy of such report or notice to BMS at least ten (10) days prior to the time such report, notice or communication is provided to such Existing Third Party Licensor or, if it is impracticable to provide such copy at least ten (10) days ahead of time, Ambrx shall provide such copy to BMS as early as practicable prior to the provision thereof to such Existing Third Party Licensor. (d) Whenever Ambrx receives any report, notice or other communication relating to Compounds, Products and/or this Agreement (or otherwise relating to or impacting the rights sublicensed to BMS under this Agreement) from an Existing Third Party Licensor with respect to the applicable Existing License Agreement (including any notice with respect to any default, breach or termination of the Existing License Agreement), Ambrx shall promptly provide a copy of such report, notice or other communication to BMS. (e) Ambrx shall, if reasonably requested by BMS, take commercially reasonable efforts to exercise any of Ambrx’s rights, or to enforce any material obligation of an Existing Third Party Licensor, at Ambrx’s expense, under the applicable Existing License Agreement, in each case as it relates to a Compound and/or Product. (f) Ambrx shall not agree or consent to any amendment, supplement or other modification to the Existing License Agreement, or exercise any other right or consent thereunder, in each case in a manner that could reasonably be viewed as materially adversely affecting the rights sublicensed to BMS under this Agreement, without BMS’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). (g) Ambrx shall not terminate, and shall not take or fail to take any action that would permit the Existing Third Party Licensor to terminate, any Existing License Agreement (either unilaterally or by mutual agreement with the applicable Existing Third Party Licensor), or any right thereunder, without the prior written consent of BMS, which consent may be given or withheld in BMS’ sole discretion, in each case as it relates to or impacts the rights sublicensed to BMS under this Agreement. (h) Except to the extent permitted under Section Sections 7.9(e) and 17.8, Ambrx shall not during the Term grant any Lien (or permit any Lien to attach) with respect to this Agreement or any of the Product Specific Patent Rights. For sake of clarity, any breach of this sub-Section by Ambrx that is not cured within ten (10) Business Days after written notice thereof shall be deemed a material breach of this Agreement.

Certain Rights and Obligations Under the Existing License Agreements. Notwithstanding any other provision of this Agreement, the following provisions shall apply. (a) In the event of any purported or actual breach (or threatened termination) of any Existing License Agreement, CytomX shall give notice to BMS of such breach or termination. Without limiting any other right or remedy of BMS under this Agreement and in order to prevent, ameliorate, mitigate or cure a breach of any of the Existing License Agreements, in the event that Ambrx CytomX fails to perform any of its obligations under any of such Existing License Agreements (except to the extent that a breach by BMS of its obligations under this Agreement or any other act or omission by BMS prevents such performance by AmbrxCytomX), which failure is not cured within thirty (30) days after written notice from BMS, BMS may perform such obligation on behalf of AmbrxCytomX, at AmbrxCytomX’s expense, and Ambrx CytomX shall reimburse BMS for its costs (including both its out-of-pocket costs and internal costs) in connection with such performance. performance or BMS shall be entitled to credit any such costs against any future payments otherwise owed to CytomX. This Agreement sets forth the obligations of the Parties inter se, and nothing in this Agreement (including any standard of effort set forth herein) shall limit or modify the obligations of Ambrx CytomX under the Existing License Agreements. (b) To the extent that Ambrx CytomX is permitted to assert against an Existing Third Party Licensor a claim on behalf of BMS (as AmbrxCytomX’s sublicensee) for specific performance of any covenant of an Existing Third Party Licensor contained in the applicable Existing License Agreement, Ambrx CytomX shall use reasonable efforts to cooperate with BMS (at BMS’ expense) to permit BMS to assert such claim or request for specific performance by such Existing Third Party Licensor, including, if necessary, allowing BMS to bring such claim in the name of AmbrxCytomX; provided that BMS shall give Ambrx CytomX written notice of any proposed settlement with such Existing Third Party Licensor and a reasonable opportunity to review and comment on such proposed settlement, and BMS shall not enter into any settlement with such Existing Third Party Licensor that could reasonably be viewed as materially adversely affecting the rights of Ambrx CytomX hereunder or under the applicable Existing License Agreement, without AmbrxCytomX’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). (c) Whenever Ambrx CytomX provides any report, notice or other communication to an Existing Third Party Licensor relating to Compounds, Products and/or this Agreement (or otherwise relating to or impacting the rights sublicensed to BMS under this Agreement) in compliance with any of the obligations under the Existing License Agreements, Ambrx to the extent such communication would adversely affect BMS’ rights under the Existing License Agreement, CytomX shall provide a copy of such report or notice to BMS at least ten (10) days prior to the time such report, notice or communication is provided to such Existing Third Party Licensor or, if it is impracticable to provide such copy at least ten (10) days ahead of time, Ambrx CytomX shall provide such copy to BMS as early as practicable prior to the provision thereof to such Existing Third Party Licensor. CytomX shall have no obligation to disclose to BMS any confidential information of any Third Party or of CytomX contained in any such report, and any information provided by CytomX to BMS may be redacted to remove any such information. (d) Whenever Ambrx CytomX receives any report, notice or other communication relating to Compounds, Products and/or this Agreement (or otherwise relating to or impacting the rights sublicensed to BMS under this Agreement) from an Existing Third Party Licensor with respect to the applicable Existing License Agreement and which report, notice or other communication would have a material adverse effect on this Agreement (including any notice with respect to any default, breach or termination of the Existing License Agreement), Ambrx CytomX shall promptly provide a copy of such report, notice or other communication to BMS. CytomX shall have no obligation to disclose to BMS any confidential information of any Third Party (other than the Existing Third Party Licensor) contained in any such report, notice or other communication and any information provided by CytomX to BMS may be redacted to remove any such information. (e) Ambrx CytomX shall, if reasonably requested by BMS, take commercially reasonable efforts to exercise any of AmbrxCytomX’s rights, or to enforce any material obligation of an Existing Third Party Licensor, at AmbrxCytomX’s expense, under the applicable Existing License Agreement, in each case as it relates to a Compound and/or Product. (f) Ambrx CytomX shall not agree or consent to any amendment, supplement or other modification to the Existing License Agreement, or exercise any other right or consent thereunder, in each case in a manner that could reasonably be viewed as materially adversely affecting the rights sublicensed to BMS under this Agreement, without BMS’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). (g) Ambrx CytomX shall not terminate, and shall use reasonable efforts to not take or fail to take any action that would permit the Existing Third Party Licensor to terminate, any Existing License Agreement (either unilaterally or by mutual agreement with the applicable Existing Third Party Licensor), or any right thereunderthereunder which would have an adverse effect on the rights sublicensed to BMS under this Agreement, without the prior written consent of BMS, which consent may be given or withheld in BMS’ sole discretion, in each case as it relates to or impacts the rights sublicensed to BMS under this Agreement. (h) Except to the extent permitted under Section 17.8Sxxxxxx 00.0, Ambrx XxxxxX shall not during the Term grant any Lien (or permit any Lien to attach) with respect to this Agreement or any of the Product Specific Patent Rights, that could adversely impact BMS’ rights thereunder. For sake of clarity, any breach of this sub-Section by Ambrx CytomX that is not cured within ten (10) Business Days after written notice thereof shall be deemed a material breach of this Agreement., provided that it shall not be deemed a breach of this Agreement for CytomX to gxxxx x Xxxx under which the lienholder takes a Lien subject to the licenses granted hereunder.

Certain Rights and Obligations Under the Existing License Agreements. Notwithstanding any other provision of this Agreement, the following provisions shall apply. (a) Without limiting any other right or remedy of BMS Exactus BioSolutions under this Agreement and in order to prevent, ameliorate, mitigate or cure a breach of any of the Existing License Agreements, in the event that Ambrx Digital Diagnostics fails to perform any of its obligations under any of such Existing License Agreements (except to the extent that a breach by BMS Exactus BioSolutions of its obligations under this Agreement or any other act or omission by BMS Exactus BioSolutions prevents such performance by AmbrxDigital Diagnostics), which failure is not cured within thirty (30) days after written notice from BMSExactus BioSolutions, BMS Exactus BioSolutions may perform such obligation on behalf of AmbrxDigital Diagnostics, at Ambrx’s Digital Diagnostics’ expense, and Ambrx Digital Diagnostics shall reimburse BMS Exactus BioSolutions for its costs (including both its out-of-pocket costs and internal costs) in connection with such performance. This Agreement sets forth the obligations of the Parties inter se, and nothing in this Agreement (including any standard of effort set forth herein) shall limit or modify the obligations of Ambrx Digital Diagnostics under the Existing License Agreements. (b) To the extent that Ambrx Digital Diagnostics is permitted to assert against an Existing Third Party Licensor a claim on behalf of BMS Exactus BioSolutions (as Ambrx’s sublicenseeDigital Diagnostics) for specific performance of any covenant of an Existing Third Party Licensor contained in the applicable Existing License Agreement, Ambrx Digital Diagnostics shall use reasonable efforts to cooperate with BMS Exactus BioSolutions (at BMSExactus BioSolutions’ expense) to permit BMS Exactus BioSolutions to assert such claim or request for specific performance by such Existing Third Party LicensorDigital Diagnostics, including, if necessary, allowing BMS Exactus BioSolutions to bring such claim in the name of AmbrxDigital Diagnostics; provided that BMS Exactus BioSolutions shall give Ambrx Digital Diagnostics written notice of any proposed settlement with such Existing Third Party Licensor and a reasonable opportunity to review and comment on such proposed settlement, and BMS Exactus BioSolutions shall not enter into any settlement with such Existing Third Party Licensor that could reasonably be viewed as materially adversely affecting the rights of Ambrx Digital Diagnostics hereunder or under the applicable Existing License Agreement, without Ambrx’s Digital Diagnostics’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). (c) Whenever Ambrx Digital Diagnostics provides any report, notice or other communication to an Existing Third Party Licensor relating to Compounds, Products and/or this Agreement (or otherwise relating to or impacting the rights sublicensed to BMS Exactus BioSolutions under this Agreement) in compliance with any of the obligations under the Existing License Agreements, Ambrx Digital Diagnostics shall provide a copy of such report or notice to BMS Exactus BioSolutions at least ten (10) days prior to the time such report, notice or communication is provided to such Existing Third Party Licensor or, if it is impracticable to provide such copy at least ten (10) days ahead of time, Ambrx Digital Diagnostics shall provide such copy to BMS Exactus BioSolutions as early as practicable prior to the provision thereof to such Existing Third Party LicensorParty. (d) Whenever Ambrx Digital Diagnostics receives any report, notice or other communication relating to Compounds, Products and/or this Agreement (or otherwise relating to or impacting the rights sublicensed to BMS Exactus BioSolutions under this Agreement) from an Existing Third Party Licensor with respect to the applicable Existing License Agreement (including any notice with respect to any default, breach or termination of the Existing License Agreement), Ambrx Digital Diagnostics shall promptly provide a copy of such report, notice or other communication to BMSExactus BioSolutions. (e) Ambrx Digital Diagnostics shall, if reasonably requested by BMSExactus BioSolutions, take commercially reasonable efforts to exercise any of Ambrx’s Digital Diagnostics’ rights, or to enforce any material obligation of an Existing Third Party LicensorParty, at Ambrx’s Digital Diagnostics’ expense, under the applicable Existing License Agreement, in each case as it relates to a Compound Device and/or Product. (f) Ambrx Digital Diagnostics shall not agree or nor consent to any amendment, supplement or other modification to the Existing License Agreement, or exercise any other right or consent thereunder, in each case in a manner that could reasonably be viewed as materially adversely affecting the rights sublicensed to BMS Exactus BioSolutions under this Agreement, without BMSExactus BioSolutions’ prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). (g) Ambrx Digital Diagnostics shall not terminate, and shall not take or fail to take any action that would permit the Existing Third Party Licensor to terminate, any Existing License Agreement (either unilaterally or by mutual agreement with the applicable Existing Third Party LicensorDigital Diagnostics), or any right thereunder, without the prior written consent of BMSExactus BioSolutions, which consent may be given or withheld in BMSExactus BioSolutions’ sole discretion, in each case as it relates to or impacts the rights sublicensed to BMS Exactus BioSolutions under this Agreement. (h) Except to the extent permitted under Section 17.8, Ambrx Digital Diagnostics shall not during the Term grant any Lien (or permit any Lien to attach) with respect to this Agreement or any of the Product Specific Patent Rights. For sake of clarity, any breach of this sub-Section by Ambrx Digital Diagnostics that is not cured within ten (10) Business Days after written notice thereof shall be deemed a material breach of this Agreement.