Common use of IN DUPLICATE Clause in Contracts

IN DUPLICATE. To: This is to (acknowledge receipt of your letter) (confirm our telephone conversation) in which you requested certain research materials developed in this laboratory be sent to you for scientific research purposes. The materials concerned, which belong to The Regents of the University of California are: . While I cannot transfer ownership of these materials to you, I will be pleased to permit your use of these materials within your (university) (Non-Profit Research Institution) laboratory for (our cooperative) scientific research. However, before forwarding them to you, I require your agreement that the materials will be received by you only for use in (our cooperative work) (scientific research), that you will bear all risk to you or any others resulting from your use, and that you will not pass these materials, their progeny or derivatives, on to any other party or use them for commercial purposes without the express written consent of The Regents of the University of California. You understand that no other right or license to these materials, their progeny or derivatives, is granted or implied as a result of our transmission of these materials to you. These materials are to be used with caution and prudence in any experimental work, since all of their characteristics are not known. As you recognize, there is a processing cost to us involved in providing these materials to you. We will xxxx you for our processing costs, which will amount to $ . If you agree to accept these materials under the above conditions, please sign the enclosed duplicate copy of this letter, then have it signed by an authorized representative of your institution, and return it to me. Upon receipt of that confirmation I will forward the material(s) to you. (Note: other Paragraphs discussing the relevant literature, the nature of the work, hazards relating to materials to be sent etc. may be appropriate. These will vary depending on the individual circumstances and the relationship between the two parties previously established. Be sure to retain a signed copy when received and send a photocopy of the completed agreement to the University of California, Office of Technology Transfer, 0000 Xxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, XX 94607-5200) ACCEPTED: RESEARCH INVESTIGATOR Printed Name (Signature) Date RESEARCH UNIVERSITY OR NON-PROFIT INSTITUTION Printed Name (Signature) Date The INVENTOR listed below understand and agree to abide by the terms and conditions of Articles 12 and 13 of the Exclusive License and Bailment Agreement between The Regents of the University of California and Ambryx, Inc. effective 3/23/00 and to instruct all relevant personnel working within their laboratory to act accordingly. Said Paragraphs read, in part, as follows: 12.1 The Principal Investigators will initially supply Licensee with viable samples of the Biological Materials within sixty (60) days from the effective date recited on page one of this Agreement. To the extent Licensee requests and necessarily requires additional samples from the Principal Investigators during the term hereof, and the Principal Investigators have such additional samples in its possession and control, the Principal Investigators will supply such additional samples to the Licensee. Licensee will pay the actual handling and shipping costs for any samples provided. 13.1 Th Regents expressly reserves the right to transfer the Biological Materials to one or more non-profit third parties for educational and non-commercial research purposes only. The Regents will instruct the Principal Investigators that they can transfer the Biological Materials to non-profit third parties solely for educational and non-commercial research purposes under the terms and conditions set forth in the biological material transmission letter attached hereto as Appendix A. The Licensee understands that The Regents' right to transfer the Biological Materials for educational and non-commercial research purposes could lead to the inadvertent loss or diminution of proprietary and commercial value of the Biological Materials. The Biological Material is defined in said Agreement as follows: 1.2 Biological Material" means the following: By: /s/ XXXXXXX X. XXXXX Xxxxxxx X. Xxxxx 3/23/00 Date In May 1989, the University of California issued the Guidelines on University-Industry Relations ("Guidelines"). Guideline 10 entitled "Tangible Research Products" requires that when the commercial availability of tangible research products resulting from the conduct of research is restricted by a license, approval must be obtained from the Chancellor of the campus where the research took place. The Exclusive License and Bailment Agreement ("Agreement") between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ("The Regents") and Ambryx Inc. ("Licensee") entitled "Nucleic Acids Encoding G-Protein Coupled Receptors and Assays for Identifying Taste Modulators" contains provisions that restrict the transfer of certain tangible research products to the commercial competitors of the Licensee. The provisions of the Agreement require that The Regents will convey tangible research products to others for educational and research purposes under a biological material transfer agreement. In accordance with the Guidelines, this Agreement permits the University to retain the discretion to publish any results of research at any time and to disseminate the tangible materials for educational and research purposes. Chancellor Xxxxxx X. Xxxxx of the University of California, San Diego, approves the provisions of the attached Agreement that restrict the commercial availability of tangible research products. Approval: /s/ XXXXXX X. XXXXX Xxxxxx X. Xxxxx, Chancellor 3/7/00 Date [University of California Letterhead] Mr. Xxxx Xxxxxxx President and CEO Ambryx, Inc. 00000 Xxxxx Xxxxxx Xxxxx Road, Suite 160 La Jolla, CA 92037 Re: Side Letter Agreement Exclusive License and Bailment Agreement between The Regents of the University of California and Ambryx, In. Dear Xx. Xxxxxxx: Reference is made to that certain Exclusive License and Bailment Agreement (the "Agreement") dated as of the date hereof between The Regents of the University of California ("The Regents") and Ambryx Inc. ("Licensee"). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement. Notwithstanding any other provisions of the Agreement, the following shall apply: 1. Licensee acknowledges that the grant by The Regents to Licensee pursuant to the Agreement of any interest of the NIH in the Patent Rights shall be subject to the review and approval thereof by the NIH ("NIH Approval"). 2. If NIH Approval shall not have been obtained by the date that is thirty (30) days from the date hereof, then in lieu of any provisions of the Agreement requiring payments by Licensee, Licensee shall [***]. In such event, at such time thereafter as NIH Approval is obtained, Licensee shall pay to The Regents, within ten (10) days of written certification to Licensee thereof by The Regents, all payments that would have been payable by Licensee following the date hereof but which were deferred by the provisions of this paragraph. 3. If NIH Approval is obtained and Licensee has received written certification hereof by The Regents on or prior to the date that is thirty (30) days from the date hereof, then paragraphs 1 and 2 above shall not apply and Licensee shall make all payments required to be made by Licensee in accordance with the terms of the Agreement. 4. Licensee further acknowledges that the grant by The Regents to Licensee pursuant to the Agreement of any interest of The Regents in the Patent Rights shall be subject to the execution by the Chancellor of Appendix C to the Agreement ("The Regents Approval"). 5. The Regents will proceed to obtain NIH Approval and The Regents Approval as soon as possible.

IN DUPLICATE. To: :_____________________ This is to (acknowledge receipt of your letter) (confirm our telephone conversation) in which you requested certain research materials developed in this laboratory be sent to you for scientific research purposes. The materials concerned, which belong to The Regents of the University of California California/San Francisco Campus (UCSF) are: :__________________________________________. While I cannot transfer ownership of these materials to you, I will be pleased to permit your use of these materials within your (university) (Non-Profit Research Institution) laboratory for (our cooperative) scientific research. However, before forwarding them to you, I require your agreement that the materials will be received by you only for use in (our cooperative work) (scientific research), that you will bear all risk to you or any others resulting from your use, and that you will not pass these materials, their progeny or derivatives, on to any other party or use them for commercial purposes without the express written consent of The Regents of the University of California. You understand that no other right or license to these materials, their progeny or derivatives, is granted or implied as a result of our transmission of these materials to you. These materials are to be used with caution and prudence in any experimental work, since all of their characteristics are not known. As you recognize, there is a processing cost to us involved in providing these materials to you. We will xxxx you for our processing costs, which will amount to $ $___________________. If you agree to accept these materials under the above conditions, please sign the enclosed duplicate copy of this letter, then have it signed by an authorized representative of your institution, and return it to me. Upon receipt of that confirmation I will forward the material(s) to you. (Note: other Paragraphs paragraphs discussing the relevant literature, the nature of the work, hazards relating to materials to be sent etc. may be appropriate. These will vary depending on the individual circumstances and the relationship between the two parties previously established. Be sure to retain a signed copy when received and send a photocopy of the completed agreement to the University of CaliforniaCalifornia Patent Administrator, Office of Technology Transfer, Systemwide Administration, 0000 Xxxxxxxx XxxxxxXxxxxx Xxx Xxxxxxx, 0xx XxxxxXxxxx 000, Xxxxxxx, XX 94607-520000000) Sincerely yours, ACCEPTED: RESEARCH INVESTIGATOR ---------------------- Printed Name ---------------------- (Signature) ---------------------- Date RESEARCH UNIVERSITY OR NON-PROFIT INSTITUTION ---------------------- Printed Name ----------------------- (Signature) ----------------------- Date SCHEDULE B - PAGE 1B The INVENTOR PRINCIPAL INVESTIGATORS listed below understand and agree to abide by the terms and conditions of Articles 12 16 (MAINTENANCE OF THE BIOLOGICAL MATERIALS) and 13 29 (FULL DISCLOSURE) of the Exclusive License and Bailment Agreement between The Regents of the University of California and AmbryxImagenetics Incorporated effective July 01, Inc. effective 3/23/00 1994 and to instruct all relevant personnel working within their laboratory to act accordingly. Said Paragraphs readparagraph reads, in part, as follows: 12.1 The Principal Investigators will initially supply Licensee with viable samples of the Biological Materials within sixty (60) days from the effective date recited on page one of this Agreement. To the extent Licensee requests and necessarily requires additional samples from the Principal Investigators during the term hereof, and the Principal Investigators have such additional samples in its possession and control, the Principal Investigators will supply such additional samples to the Licensee. Licensee will pay the actual handling and shipping costs for any samples provided. 13.1 Th Regents expressly reserves the right to transfer the Biological Materials to one or more non-profit third parties for educational and non-commercial research purposes only. The Regents will instruct the Principal Investigators that they can transfer the Biological Materials to non-profit third parties solely for educational and non-commercial research purposes under the terms and conditions set forth in the biological material transmission letter attached hereto as Appendix A. The Licensee understands that The Regents' right to transfer the Biological Materials for educational and non-commercial research purposes could lead to the inadvertent loss or diminution of proprietary and commercial value of the Biological Materials. The Biological Material is defined in said Agreement as follows: 1.2 Biological Material" means the following: By: /s/ XXXXXXX X. XXXXX Xxxxxxx X. Xxxxx 3/23/00 Date In May 1989, the University of California issued the Guidelines on University-Industry Relations ("Guidelines"). Guideline 10 entitled "Tangible Research Products" requires that when the commercial availability of tangible research products resulting from the conduct of research is restricted by a license, approval must be obtained from the Chancellor of the campus where the research took place. The Exclusive License and Bailment Agreement ("Agreement") between 16.1 THE REGENTS OF AGREES TO INSTRUCT THE UNIVERSITY OF CALIFORNIA ("The Regents") and Ambryx Inc. ("Licensee") entitled "Nucleic Acids Encoding G-Protein Coupled Receptors and Assays for Identifying Taste Modulators" contains provisions that restrict the transfer of certain tangible research products to the commercial competitors of the Licensee. The provisions of the Agreement require that The Regents will convey tangible research products to others for educational and research purposes under a biological material transfer agreement. In accordance with the Guidelines, this Agreement permits the University to retain the discretion to publish any results of research at any time and to disseminate the tangible materials for educational and research purposes. Chancellor Xxxxxx X. Xxxxx of the University of California, San Diego, approves the provisions of the attached Agreement that restrict the commercial availability of tangible research products. Approval: /s/ XXXXXX X. XXXXX Xxxxxx X. Xxxxx, Chancellor 3/7/00 Date [University of California Letterhead] Mr. Xxxx Xxxxxxx President and CEO Ambryx, Inc. 00000 Xxxxx Xxxxxx Xxxxx Road, Suite 160 La Jolla, CA 92037 Re: Side Letter Agreement Exclusive License and Bailment Agreement between The Regents of the University of California and Ambryx, In. Dear Xx. Xxxxxxx: Reference is made to that certain Exclusive License and Bailment Agreement (the "Agreement") dated as of the date hereof between The Regents of the University of California ("The Regents") and Ambryx Inc. ("Licensee"). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement. Notwithstanding any other provisions of the Agreement, the following shall apply: 1. Licensee acknowledges that the grant by The Regents to Licensee pursuant to the Agreement of any interest of the NIH in the Patent Rights shall be subject to the review and approval thereof by the NIH ("NIH Approval"). 2. If NIH Approval shall not have been obtained by the date that is thirty (30) days from the date hereof, then in lieu of any provisions of the Agreement requiring payments by Licensee, Licensee shall [***]. In such event, at such time thereafter as NIH Approval is obtained, Licensee shall pay to The Regents, within ten (10) days of written certification to Licensee thereof by The Regents, all payments that would have been payable by Licensee following the date hereof but which were deferred by the provisions of this paragraph. 3. If NIH Approval is obtained and Licensee has received written certification hereof by The Regents on or prior to the date that is thirty (30) days from the date hereof, then paragraphs 1 and 2 above shall not apply and Licensee shall make all payments required to be made by Licensee in accordance with the terms of the Agreement. 4. Licensee further acknowledges that the grant by The Regents to Licensee pursuant to the Agreement of any interest of The Regents in the Patent Rights shall be subject to the execution by the Chancellor of Appendix C to the Agreement ("The Regents Approval"). 5. The Regents will proceed to obtain NIH Approval and The Regents Approval as soon as possible.PRINCIPAL INVESTIGATORS THAT WHEN CIRCULATING REPLICABLE BIOLOGICAL MATERIALS COMPRISING RESEARCH INFORMATION THAT HAVE NOT BEEN RELEASED IN AN UNRESTRICTED MANNER TO THIRD PARTIES TO DO SO UNDER THE TERMS AND CONDITIONS SET FORTH IN THE BIOLOGICAL MATERIAL TRANSMISSION LETTER ATTACHED HERETO AS APPENDIX A.

IN DUPLICATE. To: :_____________________ This is to (acknowledge receipt of your letter) (confirm our telephone conversation) in which you requested certain research materials developed in this laboratory be sent to you for scientific research purposes. The materials concerned, which belong to The Regents of the University of California California/San Francisco Campus (UCSF) are: :__________________________________________. While I cannot transfer ownership of these materials to you, I will be pleased to permit your use of these materials within your (university) (Non-Profit Research Institution) laboratory for (our cooperative) scientific research. However, before forwarding them to you, I require your agreement that the materials will be received by you only for use in (our cooperative work) (scientific research), that you will bear all risk to you or any others resulting from your use, and that you will not pass these materials, their progeny or derivatives, on to any other party or use them for commercial purposes without the express written consent of The Regents of the University of California. You understand that no other right or license to these materials, their progeny or derivatives, is granted or implied as a result of our transmission of these materials to you. These materials are to be used with caution and prudence in any experimental work, since all of their characteristics are not known. As you recognize, there is a processing cost to us involved in providing these materials to you. We will xxxx you for our processing costs, which will amount to $ $___________________. If you agree to accept these materials under the above conditions, please sign the enclosed duplicate copy of this letter, then have it signed by an authorized representative of your institution, and return it to me. Upon receipt of that confirmation I will forward the material(s) to you. (Note: other Paragraphs paragraphs discussing the relevant literature, the nature of the work, hazards relating to materials to be sent etc. may be appropriate. These will vary depending on the individual circumstances and the relationship between the two parties previously established. Be sure to retain a signed copy when received and send a photocopy of the completed agreement to the University of CaliforniaCalifornia Patent Administrator, Office of Technology Transfer, Systemwide Administration, 0000 Xxxxxxxx XxxxxxXxxxxx Xxx Xxxxxxx, 0xx XxxxxXxxxx 000, Xxxxxxx, XX 94607-520000000) Sincerely yours, ACCEPTED: RESEARCH INVESTIGATOR ------------------- Printed Name ------------------- (Signature) ------------------- Date RESEARCH UNIVERSITY OR NON-PROFIT INSTITUTION ------------------- Printed Name ------------------- (Signature) ------------------- Date SCHEDULE B - PAGE 1B The INVENTOR PRINCIPAL INVESTIGATORS listed below understand and agree to abide by the terms and conditions of Articles 12 and 13 22 (MAINTENANCE OF THE BIOLOGICAL MATERIALS) of the Exclusive License and Bailment this Agreement between The Regents of the University of California and AmbryxImagenetics Incorporated effective July 01, Inc. effective 3/23/00 1994 and to instruct all relevant personnel working within their laboratory to act accordingly. Said Paragraphs readparagraph reads, in part, as follows: 12.1 The Principal Investigators will initially supply Licensee with viable samples of the Biological Materials within sixty (60) days from the effective date recited on page one of this Agreement. To the extent Licensee requests and necessarily requires additional samples from the Principal Investigators during the term hereof, and the Principal Investigators have such additional samples in its possession and control, the Principal Investigators will supply such additional samples to the Licensee. Licensee will pay the actual handling and shipping costs for any samples provided. 13.1 Th Regents expressly reserves the right to transfer the Biological Materials to one or more non-profit third parties for educational and non-commercial research purposes only. The Regents will instruct the Principal Investigators that they can transfer the Biological Materials to non-profit third parties solely for educational and non-commercial research purposes under the terms and conditions set forth in the biological material transmission letter attached hereto as Appendix A. The Licensee understands that The Regents' right to transfer the Biological Materials for educational and non-commercial research purposes could lead to the inadvertent loss or diminution of proprietary and commercial value of the Biological Materials. The Biological Material is defined in said Agreement as follows: 1.2 Biological Material" means the following: By: /s/ XXXXXXX X. XXXXX Xxxxxxx X. Xxxxx 3/23/00 Date In May 1989, the University of California issued the Guidelines on University-Industry Relations ("Guidelines"). Guideline 10 entitled "Tangible Research Products" requires that when the commercial availability of tangible research products resulting from the conduct of research is restricted by a license, approval must be obtained from the Chancellor of the campus where the research took place. The Exclusive License and Bailment Agreement ("Agreement") between 16.1 THE REGENTS OF AGREES TO INSTRUCT THE UNIVERSITY OF CALIFORNIA ("The Regents") and Ambryx Inc. ("Licensee") entitled "Nucleic Acids Encoding G-Protein Coupled Receptors and Assays for Identifying Taste Modulators" contains provisions that restrict the transfer of certain tangible research products to the commercial competitors of the Licensee. The provisions of the Agreement require that The Regents will convey tangible research products to others for educational and research purposes under a biological material transfer agreement. In accordance with the Guidelines, this Agreement permits the University to retain the discretion to publish any results of research at any time and to disseminate the tangible materials for educational and research purposes. Chancellor Xxxxxx X. Xxxxx of the University of California, San Diego, approves the provisions of the attached Agreement that restrict the commercial availability of tangible research products. Approval: /s/ XXXXXX X. XXXXX Xxxxxx X. Xxxxx, Chancellor 3/7/00 Date [University of California Letterhead] Mr. Xxxx Xxxxxxx President and CEO Ambryx, Inc. 00000 Xxxxx Xxxxxx Xxxxx Road, Suite 160 La Jolla, CA 92037 Re: Side Letter Agreement Exclusive License and Bailment Agreement between The Regents of the University of California and Ambryx, In. Dear Xx. Xxxxxxx: Reference is made to that certain Exclusive License and Bailment Agreement (the "Agreement") dated as of the date hereof between The Regents of the University of California ("The Regents") and Ambryx Inc. ("Licensee"). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement. Notwithstanding any other provisions of the Agreement, the following shall apply: 1. Licensee acknowledges that the grant by The Regents to Licensee pursuant to the Agreement of any interest of the NIH in the Patent Rights shall be subject to the review and approval thereof by the NIH ("NIH Approval"). 2. If NIH Approval shall not have been obtained by the date that is thirty (30) days from the date hereof, then in lieu of any provisions of the Agreement requiring payments by Licensee, Licensee shall [***]. In such event, at such time thereafter as NIH Approval is obtained, Licensee shall pay to The Regents, within ten (10) days of written certification to Licensee thereof by The Regents, all payments that would have been payable by Licensee following the date hereof but which were deferred by the provisions of this paragraph. 3. If NIH Approval is obtained and Licensee has received written certification hereof by The Regents on or prior to the date that is thirty (30) days from the date hereof, then paragraphs 1 and 2 above shall not apply and Licensee shall make all payments required to be made by Licensee in accordance with the terms of the Agreement. 4. Licensee further acknowledges that the grant by The Regents to Licensee pursuant to the Agreement of any interest of The Regents in the Patent Rights shall be subject to the execution by the Chancellor of Appendix C to the Agreement ("The Regents Approval"). 5. The Regents will proceed to obtain NIH Approval and The Regents Approval as soon as possible.PRINCIPAL INVESTIGATORS THAT WHEN CIRCULATING REPLICABLE BIOLOGICAL MATERIALS COMPRISING RESEARCH INFORMATION THAT HAVE NOT BEEN RELEASED IN AN UNRESTRICTED MANNER TO THIRD PARTIES TO DO SO UNDER THE TERMS AND CONDITIONS SET FORTH IN THE BIOLOGICAL MATERIAL TRANSMISSION LETTER ATTACHED HERETO AS APPENDIX A.

IN DUPLICATE. To: This is to (acknowledge receipt of your letter) (confirm our telephone conversation) in which you requested certain research materials developed in this laboratory be sent to you for scientific research purposes. The materials concerned, which belong to The Regents of the University of California California/Xxxxxxxx Livermore National Laboratory (LLNL), are: _____________________________. While I cannot transfer ownership of these materials to you, I will be pleased to permit your use of these materials within your (university) (Non-Profit Research Institution) laboratory for (our cooperative) scientific research. However, before forwarding them to you, I require would like your agreement that the materials will be received by you only for use in (our cooperative work) (scientific research), that you will bear all risk to you or any others resulting from your use, and that you will not pass these materials, their progeny or derivatives, on to any other party or use them for commercial purposes without the express written consent of The Regents of the University of California. You understand that no other right or license to these materials, their progeny or derivatives, is granted or implied as a result of our transmission of these materials to you. These materials are to be used with caution and prudence in any experimental work, since all of their characteristics are not known. As you recognize, there is a processing cost to us involved in providing these materials to you. We will xxxx you for our processing costs, which will amount to $ . If you agree to accept these materials under the above conditions, please sign the enclosed duplicate copy of this letter, then have it signed by an authorized representative of your institution, and return it to me. Upon receipt of that confirmation I will forward the material(s) to you. (Note: other Paragraphs paragraphs discussing the relevant literature, the nature of the work, hazards relating to materials to be sent sent, etc. ., may be appropriate. These will vary depending on the individual circumstances and the relationship between the two parties previously established. Be sure to retain a signed copy when received and send a photocopy of the completed agreement to the University of CaliforniaCalifornia Patent Administrator, Office of Technology TransferPatent Office, Systemwide Administration, 0000 Xxxxxxxx XxxxxxXxxxxx Xxx Xxxxxxx, 0xx XxxxxXxxxx 000, Xxxxxxx, XX 94607-520000000.) Sincerely yours, ACCEPTED: RESEARCH INVESTIGATOR ------------------------- Printed Name ------------------------- (Signature) ------------------------- Date RESEARCH UNIVERSITY OR NON-PROFIT INSTITUTION ------------------------- Printed Name ------------------------- (Signature) ------------------------- Date XXXXXXXX X The INVENTOR INVENTORS listed below understand and agree to abide by the terms and conditions of Articles 12 and 13 Article 15 of the Exclusive License and Bailment Agreement between The Regents of the University of California and AmbryxAmoco Technology Corporation effective October 4, Inc. effective 3/23/00 1989 and to instruct all relevant personnel working within their laboratory to act accordingly. Said Paragraphs readparagraph reads, in part, as follows: 12.1 The Principal Investigators will initially supply Licensee with viable samples of the Biological Materials within sixty (60) days from the effective date recited on page one of this Agreement. To the extent Licensee requests and necessarily requires additional samples from the Principal Investigators during the term hereof, and the Principal Investigators have such additional samples in its possession and control, the Principal Investigators will supply such additional samples to the Licensee. Licensee will pay the actual handling and shipping costs for any samples provided. 13.1 Th Regents expressly reserves the right to transfer the Biological Materials to one or more non-profit third parties for educational and non-commercial research purposes only. The Regents will instruct the Principal Investigators that they can transfer the Biological Materials to non-profit third parties solely for educational and non-commercial research purposes under the terms and conditions set forth in the biological material transmission letter attached hereto as Appendix A. The Licensee understands that The Regents' right to transfer the Biological Materials for educational and non-commercial research purposes could lead to the inadvertent loss or diminution of proprietary and commercial value of the Biological Materials. The Biological Material is defined in said Agreement as follows: 1.2 Biological Material" means the following: By: /s/ XXXXXXX X. XXXXX Xxxxxxx X. Xxxxx 3/23/00 Date In May 1989, the University of California issued the Guidelines on University-Industry Relations ("Guidelines"). Guideline 10 entitled "Tangible Research Products" requires that when the commercial availability of tangible research products resulting from the conduct of research is restricted by a license, approval must be obtained from the Chancellor of the campus where the research took place. The Exclusive License and Bailment Agreement ("Agreement") between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ("The Regents") and Ambryx Inc. ("Licensee") entitled "Nucleic Acids Encoding G-Protein Coupled Receptors and Assays for Identifying Taste Modulators" contains provisions that restrict the transfer of certain tangible research products to the commercial competitors of the Licensee. The provisions of the Agreement require that The Regents will convey tangible research products to others for educational and research purposes under a biological material transfer agreement. In accordance with the Guidelines, this Agreement permits the University to retain the discretion to publish any results of research at any time and to disseminate the tangible materials for educational and research purposes. Chancellor Xxxxxx X. Xxxxx of the University of California, San Diego, approves the provisions of the attached Agreement that restrict the commercial availability of tangible research products. Approval: /s/ XXXXXX X. XXXXX Xxxxxx X. Xxxxx, Chancellor 3/7/00 Date [University of California Letterhead] Mr. Xxxx Xxxxxxx President and CEO Ambryx, Inc. 00000 Xxxxx Xxxxxx Xxxxx Road, Suite 160 La Jolla, CA 92037 Re: Side Letter Agreement Exclusive License and Bailment Agreement between The Regents of the University of California and Ambryx, In. Dear Xx. Xxxxxxx: Reference is made to that certain Exclusive License and Bailment Agreement (the "Agreement") dated as of the date hereof between The Regents of the University of California ("The Regents") and Ambryx Inc. ("Licensee"). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement. Notwithstanding any other provisions of the Agreement, the following shall apply: 1. Licensee acknowledges that the grant by The Regents to Licensee pursuant to the Agreement of any interest of the NIH in the Patent Rights shall be subject to the review and approval thereof by the NIH ("NIH Approval"). 2. If NIH Approval shall not have been obtained by the date that is thirty (30) days from the date hereof, then in lieu of any provisions of the Agreement requiring payments by Licensee, Licensee shall [***]. In such event, at such time thereafter as NIH Approval is obtained, Licensee shall pay to The Regents, within ten (10) days of written certification to Licensee thereof by The Regents, all payments that would have been payable by Licensee following the date hereof but which were deferred by the provisions of this paragraph. 3. If NIH Approval is obtained and Licensee has received written certification hereof by The Regents on or prior to the date that is thirty (30) days from the date hereof, then paragraphs 1 and 2 above shall not apply and Licensee shall make all payments required to be made by Licensee in accordance with the terms of the Agreement. 4. Licensee further acknowledges that the grant by The Regents to Licensee pursuant to the Agreement of any interest of The Regents in the Patent Rights shall be subject to the execution by the Chancellor of Appendix C to the Agreement ("The Regents Approval"). 5. The Regents will proceed to obtain NIH Approval and The Regents Approval as soon as possible.

IN DUPLICATE. To: ----------------------------------------- This is to (acknowledge receipt of your letter) (confirm our telephone conversation) in which you requested certain research materials developed in this laboratory be sent to you for scientific research purposes. The materials concerned, which belong to The Regents of the University of California are: ---------------------------------------. While I cannot transfer ownership of these materials to you, I will be pleased to permit your use of these materials within your (university) (Non-Profit Research Institution) laboratory for (our cooperative) scientific research. However, before forwarding them to you, I require your agreement that the materials will be received by you only for use in (our cooperative work) (scientific research), that you will bear all risk to you or any others resulting from your use, and that you will not pass these materials, their progeny or derivatives, on to any other party or use them for commercial purposes without the express written consent of The Regents of the University of California. You understand that no other right or license to these materials, their progeny or derivatives, is granted or implied as a result of our transmission of these materials to you. These materials are to be used with caution and prudence in any experimental work, since all of their characteristics are not known. As you recognize, there is a processing cost to us involved in providing these materials to you. We will xxxx you for our processing costs, which will amount to $ $______________. If you agree to accept these materials under the above conditions, please sign the enclosed duplicate copy of this letter, then have it signed by an authorized representative of your institution, and return it to me. Upon receipt of that confirmation I will forward the material(s) to you. (Note: other Paragraphs discussing the relevant literature, the nature of the work, hazards relating to materials to be sent etc. may be appropriate. These will vary depending on the individual circumstances and the relationship between the two parties previously established. Be sure to retain a signed copy when received and send a photocopy of the completed agreement to the University of California, Office of Technology Transfer, 0000 Xxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, XX 94607-5200) Sincerely yours, ACCEPTED: RESEARCH INVESTIGATOR ---------------------------------------- Printed Name ---------------------------------------- (Signature) ---------------------------------------- Date RESEARCH UNIVERSITY OR NON-PROFIT INSTITUTION ---------------------------------------- Printed Name ---------------------------------------- (Signature) Date The INVENTOR listed below understand and agree to abide by the terms and conditions of Articles 12 and 13 of the Exclusive License and Bailment Agreement between The Regents of the University of California and Ambryx, Inc. effective 3/23/00 and to instruct all relevant personnel working within their laboratory to act accordingly. Said Paragraphs read, in part, as follows: 12.1 The Principal Investigators will initially supply Licensee with viable samples of the Biological Materials within sixty (60) days from the effective date recited on page one of this Agreement. To the extent Licensee requests and necessarily requires additional samples from the Principal Investigators during the term hereof, and the Principal Investigators have such additional samples in its possession and control, the Principal Investigators will supply such additional samples to the Licensee. Licensee will pay the actual handling and shipping costs for any samples provided. 13.1 Th Regents expressly reserves the right to transfer the Biological Materials to one or more non-profit third parties for educational and non-commercial research purposes only. The Regents will instruct the Principal Investigators that they can transfer the Biological Materials to non-profit third parties solely for educational and non-commercial research purposes under the terms and conditions set forth in the biological material transmission letter attached hereto as Appendix A. The Licensee understands that The Regents' right to transfer the Biological Materials for educational and non-commercial research purposes could lead to the inadvertent loss or diminution of proprietary and commercial value of the Biological Materials. The Biological Material is defined in said Agreement as follows: 1.2 Biological Material" means the following: By: /s/ XXXXXXX X. XXXXX Xxxxxxx X. Xxxxx 3/23/00 Date In May 1989, the University of California issued the Guidelines on University-Industry Relations ("Guidelines"). Guideline 10 entitled "Tangible Research Products" requires that when the commercial availability of tangible research products resulting from the conduct of research is restricted by a license, approval must be obtained from the Chancellor of the campus where the research took place. The Exclusive License and Bailment Agreement ("Agreement") between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ("The Regents") and Ambryx Inc. ("Licensee") entitled "Nucleic Acids Encoding G-Protein Coupled Receptors and Assays for Identifying Taste Modulators" contains provisions that restrict the transfer of certain tangible research products to the commercial competitors of the Licensee. The provisions of the Agreement require that The Regents will convey tangible research products to others for educational and research purposes under a biological material transfer agreement. In accordance with the Guidelines, this Agreement permits the University to retain the discretion to publish any results of research at any time and to disseminate the tangible materials for educational and research purposes. Chancellor Xxxxxx X. Xxxxx of the University of California, San Diego, approves the provisions of the attached Agreement that restrict the commercial availability of tangible research products. Approval: /s/ XXXXXX X. XXXXX Xxxxxx X. Xxxxx, Chancellor 3/7/00 Date [University of California Letterhead] Mr. Xxxx Xxxxxxx President and CEO Ambryx, Inc. 00000 Xxxxx Xxxxxx Xxxxx Road, Suite 160 La Jolla, CA 92037 Re: Side Letter Agreement Exclusive License and Bailment Agreement between The Regents of the University of California and Ambryx, In. Dear Xx. Xxxxxxx: Reference is made to that certain Exclusive License and Bailment Agreement (the "Agreement") dated as of the date hereof between The Regents of the University of California ("The Regents") and Ambryx Inc. ("Licensee"). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement. Notwithstanding any other provisions of the Agreement, the following shall apply: 1. Licensee acknowledges that the grant by The Regents to Licensee pursuant to the Agreement of any interest of the NIH in the Patent Rights shall be subject to the review and approval thereof by the NIH ("NIH Approval"). 2. If NIH Approval shall not have been obtained by the date that is thirty (30) days from the date hereof, then in lieu of any provisions of the Agreement requiring payments by Licensee, Licensee shall [***]. In such event, at such time thereafter as NIH Approval is obtained, Licensee shall pay to The Regents, within ten (10) days of written certification to Licensee thereof by The Regents, all payments that would have been payable by Licensee following the date hereof but which were deferred by the provisions of this paragraph. 3. If NIH Approval is obtained and Licensee has received written certification hereof by The Regents on or prior to the date that is thirty (30) days from the date hereof, then paragraphs 1 and 2 above shall not apply and Licensee shall make all payments required to be made by Licensee in accordance with the terms of the Agreement. 4. Licensee further acknowledges that the grant by The Regents to Licensee pursuant to the Agreement of any interest of The Regents in the Patent Rights shall be subject to the execution by the Chancellor of Appendix C to the Agreement ("The Regents Approval"). 5. The Regents will proceed to obtain NIH Approval and The Regents Approval as soon as possible.---------------------------------------- Date

IN DUPLICATE. To: This is to ([acknowledge receipt of your letter) (] [confirm our telephone conversation) conversations] in which you requested certain research materials developed in this laboratory be sent to you for scientific research purposes. The materials concerned, which belong to The Regents of the University of California California, are: . While I cannot transfer ownership of these materials to you, (blank) I will be pleased to permit your use of these materials within your (university) (Non-Profit Research Institution) laboratory [university][non profit research institution]laboratory for ([our cooperative) ] scientific research. However, before forwarding them to you, I require would like your agreement that the materials will be received by you only for use in ([our cooperative work) (scientific work][scientific research)], that you will bear all risk to you or any others resulting from your use, and that you will not pass these materials, their progeny or derivatives, on to any other party or use them for commercial purposes without the express written consent of The Regents of the University of California. You understand that no other right or license to these materials, their progeny or derivatives, is granted or implied as a result of our transmission of these materials to you. These materials are to be used with caution and prudence in any experimental work, since all of their characteristics are not known. As you recognize, there is a processing cost to us involved in providing these materials to you. We will xxxx bill you for our processing costs, which will amount to $ $(blank). If you agree to accept these materials under the above conditions, please sign the enclosed duplicate copy of this letter, then have it signed by an authorized representative of your institution, and return it to me. Upon receipt of that confirmation I will forward the material(s) to you. ([Note: other Paragraphs Other paragraphs discussing the relevant literature, the nature of the work, hazards relating to materials to be sent sent, etc. ., may be appropriate. These will vary depending on the individual circumstances circumstance and the relationship between the two parties previously established. Be sure to retain a signed copy when received and send a photocopy of the completed agreement to the University of CaliforniaCalifornia Patent Administrator, Office of Technology TransferPatent Office, Systemwide Administration, 0000 Xxxxxxxx XxxxxxXxx, 0xx XxxxxXxxxx xxxxx, XxxxxxxXxxxxxxx, XX 94607-5200) ACCEPTEDXxxxxxxxxx 00000.] Sincerely yours, ------------------------ Accepted: RESEARCH INVESTIGATOR Research Investigator -------------------------- Printed Name (Signature) -------------------------- Signature -------------------------- Date RESEARCH UNIVERSITY OR NON-PROFIT INSTITUTION Research University or Non Profit Institution -------------------------- Printed Name -------------------------- By -------------------------- Date UNIVERSITY OF CALIFORNIA Instructions for Standard Letter Transmitting Biological Materials To Industrial (Signaturefor profit) Date Companies The INVENTOR listed below understand and agree to abide attached letter agreement is authorized for use by the terms and conditions of Articles 12 and 13 of the Exclusive License and Bailment Agreement between The Regents of the University of California and Ambryx, Inc. effective 3/23/00 and to instruct all relevant personnel working within their laboratory to act accordingly. Said Paragraphs read, in part, as follows: 12.1 The Principal Investigators will initially supply Licensee with viable samples of the Biological Materials within sixty (60) days from the effective date recited on page one of this Agreement. To the extent Licensee requests when transmitting cell lines, plasmids and necessarily requires additional samples from the Principal Investigators during the term hereof, and the Principal Investigators have such additional samples in its possession and control, the Principal Investigators will supply such additional samples to the Licensee. Licensee will pay the actual handling and shipping costs like biological materials for any samples provided. 13.1 Th Regents expressly reserves the right to transfer the Biological Materials to one or more non-profit third parties for educational and non-commercial research purposes onlyto scientists employed by industrial (for profit) companies, and when no patent application relating to those materials will be or has been filed. The Regents will instruct the Principal Investigators that they can transfer the Biological Materials When to non-profit third parties solely for educational and non-commercial research purposes under the terms and conditions set forth in the biological material transmission letter attached hereto as Appendix A. The Licensee understands that The Regents' right to transfer the Biological Materials for educational and non-commercial research purposes could lead to the inadvertent loss or diminution of proprietary and commercial value of the Biological Materials. The Biological Material is defined in said Agreement as followsuse this letter: 1.2 Biological Material" means the following: By: /s/ XXXXXXX X. XXXXX Xxxxxxx X. Xxxxx 3/23/00 Date In May 1989, the University of California issued the Guidelines on University-Industry Relations ("Guidelines"). Guideline 10 entitled "Tangible Research Products" requires that when the commercial availability of tangible research products resulting from the conduct of research is restricted by a license, approval must be obtained from the Chancellor of the campus where the research took place. The Exclusive License and Bailment Agreement ("Agreement") between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ("The Regents") and Ambryx Inc. ("Licensee") entitled "Nucleic Acids Encoding G-Protein Coupled Receptors and Assays for Identifying Taste Modulators" contains provisions that restrict the transfer of certain tangible research products to the commercial competitors of the Licensee. The provisions of the Agreement require that The Regents will convey tangible research products to others for educational and research purposes under a biological material transfer agreement. In accordance with the Guidelines, this Agreement permits the University to retain the discretion to publish any results of research at any time and to disseminate the tangible materials for educational and research purposes. Chancellor Xxxxxx X. Xxxxx of the University of California, San Diego, approves the provisions of the attached Agreement that restrict the commercial availability of tangible research products. Approval: /s/ XXXXXX X. XXXXX Xxxxxx X. Xxxxx, Chancellor 3/7/00 Date [University of California Letterhead] Mr. Xxxx Xxxxxxx President and CEO Ambryx, Inc. 00000 Xxxxx Xxxxxx Xxxxx Road, Suite 160 La Jolla, CA 92037 Re: Side Letter Agreement Exclusive License and Bailment Agreement between The Regents of the University of California and Ambryx, In. Dear Xx. Xxxxxxx: Reference is made to that certain Exclusive License and Bailment Agreement (the "Agreement") dated as of the date hereof between The Regents of the University of California ("The Regents") and Ambryx Inc. ("Licensee"). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement. Notwithstanding any other provisions of the Agreement, the following shall apply: 1. Licensee acknowledges that the grant by The Regents to Licensee pursuant to the Agreement of any interest of the NIH in the Patent Rights shall be subject to the review and approval thereof by the NIH ("NIH Approval"). 2. If NIH Approval shall not have been obtained by the date that is thirty (30) days from the date hereof, then in lieu of any provisions of the Agreement requiring payments by Licensee, Licensee shall [***]. In such event, at such time thereafter as NIH Approval is obtained, Licensee shall pay to The Regents, within ten (10) days of written certification to Licensee thereof by The Regents, all payments that would have been payable by Licensee following the date hereof but which were deferred by the provisions of this paragraph. 3. If NIH Approval is obtained and Licensee has received written certification hereof by The Regents on or prior to the date that is thirty (30) days from the date hereof, then paragraphs 1 and 2 above shall not apply and Licensee shall make all payments required to be made by Licensee in accordance with the terms of the Agreement. 4. Licensee further acknowledges that the grant by The Regents to Licensee pursuant to the Agreement of any interest of The Regents in the Patent Rights shall be subject to the execution by the Chancellor of Appendix C to the Agreement ("The Regents Approval"). 5. The Regents will proceed to obtain NIH Approval and The Regents Approval as soon as possible.

IN DUPLICATE. To: ______________________________ This is to (acknowledge receipt of your letter) (confirm our telephone conversation) in which you requested certain research materials developed in this laboratory be sent to you for scientific research purposes. The materials concerned, which belong to The Regents of the University of California California, Xxxxxxxx Berkeley Laboratory are: . _______________________________________________________ ________________________________________________________________________________ While I cannot transfer ownership of these materials to you, I will be pleased to permit your use of these materials within your (university) (Non-Non- Profit Research Institution) laboratory for (our cooperative) scientific research. However, before forwarding them to you, I require your agreement that the materials will be received by you only for use in (our cooperative work) (scientific research), that you will bear all risk to you or any others resulting from your use, and that you will not pass these materials, their progeny or derivatives, on to any other party or use them for commercial purposes without the express written consent of The Regents of the University of California. You understand that no other right or license to these materials, their progeny or derivatives, is granted or implied as a result of our transmission of these materials to you. These materials are to be used with caution and prudence in any experimental work, since all of their characteristics are not known. As you recognize, there is a processing cost to us involved in providing these materials to you. We will xxxx you for our processing costs, which will amount to $ $_________________________. If you agree to accept these materials under the above conditions, please sign the enclosed duplicate copy of this letter, then have it signed by an authorized representative of your institution, and return it to me. Upon receipt of that confirmation I will forward the material(s) to you. (Note: other Paragraphs paragraphs discussing the relevant literature, the nature of the work, hazards relating to materials to be sent etc. may be appropriate. These will vary depending on the individual circumstances and the relationship between the two parties previously established. Be sure to retain a signed copy when received and send a photocopy of the completed agreement to the Executive Director, University of California, Office of Technology Transfer, 0000 Xxxxxxxx XxxxxxXxxxxx Xxx Xxxxxxx, 0xx XxxxxXxxxx 000, Xxxxxxx, XX 94607-520000000.) ACCEPTEDUNIVERSITY OF CALIFORNIA MATERIAL PROVIDED BY: RESEARCH INVESTIGATOR _________________________ Printed Name _________________________ (Signature) ________________________ Date ACCEPTED: RECIPIENT RESEARCH UNIVERSITY OR NON-PROFIT INSTITUTION INVESTIGATOR _________________________ Printed Name _________________________ (Signature) _________________________ Date The INVENTOR INVENTORS listed below understand and agree to abide by the terms and conditions of Articles 12 and 13 Article 22 (MAINTENANCE OF THE BIOLOGICAL MATERIALS) of the Exclusive License and Bailment Option Agreement between The Regents of the University of California and AmbryxVysis, Inc. effective 3/23/00 July 1, 1995, and to instruct all relevant personnel working within their laboratory to act accordingly. Said Paragraphs readparagraph reads, in part, as follows: 12.1 The Principal Investigators will initially supply Licensee with viable samples of the Biological Materials within sixty (60) days from the effective date recited on page one of this Agreement. To the extent Licensee requests and necessarily requires additional samples from the Principal Investigators during the term hereof, and the Principal Investigators have such additional samples in its possession and control, the Principal Investigators will supply such additional samples to the Licensee. Licensee will pay the actual handling and shipping costs for any samples provided. 13.1 Th Regents expressly reserves the right to transfer the Biological Materials to one or more non-profit third parties for educational and non-commercial research purposes only. 22.1 The Regents will agrees to instruct the Principal Investigators that they can transfer the Biological Materials when circulating replicable biological materials comprising Research Information or Derived Products to non-profit third parties solely for educational and non-commercial research purposes to do so under the terms and conditions set forth in the biological material transmission letter Biological Material Transmission Letter attached hereto as Appendix A. The Licensee understands that The Regents' Regents expressly reserves the right to transfer the Biological Materials for educational replicable biological materials comprising Research Information or Derived Products as provided in this Paragraph 22.1 to Universities and non-commercial nonprofit, research purposes could lead organizations to the inadvertent loss or diminution extent that such transfer does not compete with Optionee. The Regents shall inform Optionee of proprietary third party requests for biological materials and commercial value shall provide Optionee with a copy of the fully-executed copy of the Biological MaterialsMaterial Transmittal Letter. The Biological Material is Regents shall inform Optionee of comments, suggestions, and information provided The Regents by recipients of the biological materials. Optionee shall not interfere with the efforts of The Regents to bail these materials to third parties. The Derived Product(s) are defined in said Agreement as follows: 1.2 Biological Material" means the following: By: /s/ XXXXXXX X. XXXXX Xxxxxxx X. Xxxxx 3/23/00 Date In May 1989, the University of California issued the Guidelines on University-Industry Relations ("Guidelines"). Guideline 10 entitled "Tangible Research Products" requires that when the commercial availability of tangible research products resulting from the conduct of research is restricted by a license, approval must be obtained from the Chancellor of the campus where the research took place. The Exclusive License and Bailment Agreement ("Agreement") between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA ("The Regents") and Ambryx Inc. ("Licensee") entitled "Nucleic Acids Encoding G-Protein Coupled Receptors and Assays for Identifying Taste Modulators" contains provisions that restrict the transfer of certain tangible research products to the commercial competitors of the Licensee. The provisions of the Agreement require that The Regents will convey tangible research products to others for educational and research purposes under a biological material transfer agreement. In accordance with the Guidelines, this Agreement permits the University to retain the discretion to publish any results of research at any time and to disseminate the tangible materials for educational and research purposes. Chancellor Xxxxxx X. Xxxxx of the University of California, San Diego, approves the provisions of the attached Agreement that restrict the commercial availability of tangible research products. Approval: /s/ XXXXXX X. XXXXX Xxxxxx X. Xxxxx, Chancellor 3/7/00 Date [University of California Letterhead] Mr. Xxxx Xxxxxxx President and CEO Ambryx, Inc. 00000 Xxxxx Xxxxxx Xxxxx Road, Suite 160 La Jolla, CA 92037 Re: Side Letter Agreement Exclusive License and Bailment Agreement between The Regents of the University of California and Ambryx, In. Dear Xx. Xxxxxxx: Reference is made to that certain Exclusive License and Bailment Agreement (the "Agreement") dated as of the date hereof between The Regents of the University of California ("The Regents") and Ambryx Inc. ("Licensee"). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement. Notwithstanding any other provisions of the Agreement, the following shall apply: 1. Licensee acknowledges that the grant by The Regents to Licensee pursuant to the Agreement of any interest of the NIH in the Patent Rights shall be subject to the review and approval thereof by the NIH ("NIH Approval"). 2. If NIH Approval shall not have been obtained by the date that is thirty (30) days from the date hereof, then in lieu of any provisions of the Agreement requiring payments by Licensee, Licensee shall [***]. In such event, at such time thereafter as NIH Approval is obtained, Licensee shall pay to The Regents, within ten (10) days of written certification to Licensee thereof by The Regents, all payments that would have been payable by Licensee following the date hereof but which were deferred by the provisions of this paragraph. 3. If NIH Approval is obtained and Licensee has received written certification hereof by The Regents on or prior to the date that is thirty (30) days from the date hereof, then paragraphs 1 and 2 above shall not apply and Licensee shall make all payments required to be made by Licensee in accordance with the terms of the Agreement. 4. Licensee further acknowledges that the grant by The Regents to Licensee pursuant to the Agreement of any interest of The Regents in the Patent Rights shall be subject to the execution by the Chancellor of Appendix C to the Agreement ("The Regents Approval"). 5. The Regents will proceed to obtain NIH Approval and The Regents Approval as soon as possible.