Common use of License to BMS Clause in Contracts

License to BMS. (a) Subject to the terms and conditions of this Agreement, Ambrx hereby grants to BMS an exclusive (even as to Ambrx) license, with the right to grant sublicenses as provided in Section 7.2, under the Product Specific Patents to research, develop, make, have made, use, sell, offer for sale, export and import (including the exclusive right to Develop, have Developed, Commercialize and have Commercialized) Compounds and Products in the Territory; provided that BMS covenants to Ambrx that BMS, and its Affiliates and Sublicensees, shall only practice under such exclusive license in the Field. Accordingly, BMS covenants to Ambrx that BMS, and its Affiliates and Sublicensees, shall not practice under such exclusive license outside the Field. (b) Subject to the terms and conditions of this Agreement, Ambrx hereby grants to BMS an exclusive (even as to Ambrx) license, with the right to grant sublicenses as provided in Section 7.2, under the Ambrx Technology to research, develop, make, have made, use, sell, offer for sale, export and import (including the exclusive right to Develop, have Developed, Commercialize and have Commercialized) Compounds and Products in the Field in the Territory. Without limiting the generality of the foregoing terms of this Section 7.1, the license granted by Ambrx to BMS pursuant to this Section 7.1 shall include, subject to the terms and conditions of this Agreement and the applicable Existing License Agreements, (i) an exclusive (even as to Ambrx) sublicense under Ambrx’s interest in the Scripps Patents to research, develop, make, have made, use, sell, offer for sale, export and import (including the exclusive right to Develop, have Developed, Commercialize and have Commercialized) Compounds and Products in the Field in the Territory and (ii) a license to BMS to prosecute, maintain, defend and enforce certain Ambrx Patents as set forth in Article 9. (c) Notwithstanding anything to the contrary, the licenses granted pursuant to this Section 7.1 with respect to “research” shall not include the right to conduct research to engineer, reverse engineer, extract or modify the ReCODE Components except to the extent as may be expressly set forth in and conducted under the Research Plan or any Production Strain Work Plan.

License to BMS. (a) Subject to the terms and conditions of this Agreement, Ambrx CytomX hereby grants to BMS an exclusive (even as to AmbrxCytomX) license, with the right to grant sublicenses as provided in Section 7.2, under the Product Specific Patents to research, develop, make, have made, use, sell, offer for sale, export and import (including the exclusive right to Develop, have Developed, Commercialize and have Commercialized) Compounds and Compounds, alone or as incorporated in Products in the TerritoryTerritory (including, for clarity, the Masks and Antibodies set forth on Schedule 1.30, or any Compounds comprising such materials); provided that BMS covenants to Ambrx CytomX that BMS, and its Affiliates and Sublicensees, shall only practice under such exclusive license in the Field. Accordingly, BMS covenants to Ambrx that BMS, and its Affiliates and Sublicensees, shall not practice under such exclusive license outside Field in the FieldTerritory. (b) Subject to the terms and conditions of this Agreement, Ambrx CytomX hereby grants to BMS an exclusive (even as to AmbrxCytomX) license, with the right to grant sublicenses as provided in Section 7.2, under the Ambrx CytomX Technology to research, develop, make, have made, use, sell, offer for sale, export and import (including the exclusive right to Develop, have Developed, Commercialize and have Commercialized) Compounds and Products Compounds, alone or as incorporated in Products, in the Field in the Territory. Without limiting the generality of the foregoing terms of this Section 7.1, the license granted by Ambrx to BMS pursuant to this Section 7.1 shall include, subject to the terms and conditions of this Agreement and the applicable Existing License Agreements, (i) an exclusive (even as to Ambrx) sublicense under Ambrx’s interest in the Scripps Patents to research, develop, make, have made, use, sell, offer for sale, export and import (including the exclusive right to Develop, have Developed, Commercialize and have Commercialized) Compounds and Products in the Field in the Territory and (ii) a license to BMS to prosecute, maintain, defend and enforce certain Ambrx Patents as set forth in Article 9. (c) Notwithstanding anything BMS (working alone or in collaboration with Third Parties) shall have the right to use the Compounds and CytomX Information related to such Compounds and the Collaboration Targets for research purposes in support of BMS’ research programs on the Collaboration Targets, provided that any such Third Party shall be bound by obligations with respect to the contrary, the licenses granted pursuant to use and disclosure of CytomX Confidential Information in accordance with Article 12. (d) BMS’s rights under this Section 7.1 with respect to “research” shall not include the right to conduct research modify Compounds, provided no substantive changes shall be made to engineerMask or Substrate of such Compound other than modifications to Mask or Substrate made in the course of optimizing a Compound or a Product, reverse engineer, extract or modify the ReCODE Components except and provided that BMS may make any changes to the extent as may be expressly set forth in and conducted under Antibody portion of the Research Plan or any Production Strain Work PlanCompound.

License to BMS. (a) Subject to the terms and conditions of this Agreement, Ambrx hereby grants to BMS an exclusive (even as to Ambrx) license, with the right to grant sublicenses as provided in Section 7.2, under the Product Specific Patents to research, develop, make, have made, use, sell, offer for sale, export and import (including the exclusive right to Develop, have Developed, Commercialize and have Commercialized) Compounds and Products in the Territory; provided that BMS covenants to Ambrx that BMS, and its Affiliates and Sublicensees, shall only practice under such exclusive license in the Field. Accordingly, BMS covenants to Ambrx that BMS, and its Affiliates and Sublicensees, shall not practice under such exclusive license outside the Field. (b) Subject to the terms and conditions of this Agreement, Ambrx hereby grants to BMS an exclusive (even as to Ambrx) license, with the right to grant sublicenses as provided in Section 7.2, under the Ambrx Technology to research, develop, make, have made, use, sell, offer for sale, export and import (including the exclusive right to Develop, have Developed, Commercialize and have Commercialized) Compounds and Products in the Field in the Territory. Without limiting the generality of the foregoing terms of this Section 7.1, the license granted by Ambrx to BMS pursuant to this Section 7.1 shall include, subject to the terms and conditions of this Agreement and the applicable Existing License Agreements, (i) an exclusive (even as to Ambrx) sublicense under Ambrx’s interest in the Scripps Patents to research, develop, make, have made, use, sell, offer for sale, export and import (including the exclusive right to Develop, have Developed, Commercialize and have Commercialized) Compounds and Products in the Field in the Territory and (ii) a license to BMS to prosecute, maintain, defend and enforce certain Ambrx Patents as set forth in Article 9. (c) Notwithstanding anything to the contrary, the licenses granted pursuant to this Section 7.1 with respect to “research” shall not include the right to conduct research to engineer, reverse engineer, extract or modify the ReCODE Components ReCODE/EuCODE Components, except to the extent as may be expressly set forth agreed in and conducted advance in writing by Ambrx in its sole discretion. (d) Notwithstanding the foregoing, with respect to Patent rights (other than Patent rights covering the use or application of the Ambrx ReCODE/EuCODE Technology as used or applied to Products or Compounds during the Term) in-licensed or otherwise acquired by Ambrx from Third Parties after the Effective Date (“Future Third Party Patent”), such Future Third Party Patent shall only be included in the Ambrx Patents (sub)licensed to BMS under the Research Plan or any Production Strain Work Plan.this Section 7.1 if BMS accepts such

License to BMS. Section 7.1 is hereby deleted in its entirety and replaced with the following: (a) Subject to the terms and conditions of this Agreement, Ambrx CytomX hereby grants to BMS an exclusive (even as to AmbrxCytomX) license, with the right to grant sublicenses as provided in Section 7.2, under the Product Specific Patents to research, develop, make, have made, use, sell, offer for sale, export and import (including the exclusive right to Develop, have Developed, Commercialize and have Commercialized) Compounds and Compounds, alone or as incorporated in Products in the TerritoryTerritory (including, for clarity, the Masks and Antibodies set forth on Schedule 1.30, or any Compounds comprising such materials, but excluding Masks to [***] that are not incorporated in Compounds); provided that BMS covenants to Ambrx CytomX that BMS, and its Affiliates and Sublicensees, shall only practice under such exclusive license in the FieldField in the Territory; and further provided, [***]. AccordinglyFor clarity, in the event BMS covenants has contributed to Ambrx that BMSthe Preclinical Development Program [***], and CytomX shall have no right to such [***] other than to perform its Affiliates and Sublicensees, shall not practice obligations under such exclusive license outside the Fieldthis Agreement. (b) Subject to the terms and conditions of this Agreement, Ambrx CytomX hereby grants to BMS an exclusive (even as to AmbrxCytomX) license, with the right to grant sublicenses as provided in Section 7.2, under the Ambrx Technology CytomX Technology, to research, develop, make, have made, use, sell, offer for sale, export and import (including the exclusive right to Develop, have Developed, Commercialize and have Commercialized) Compounds and Products Compounds, alone or as incorporated in Products, in the Field in the Territory. Without limiting Notwithstanding the generality foregoing, in the case of a Compound that meets the foregoing terms criteria of this Section 7.11.30 (iv), the license granted by Ambrx to BMS pursuant to grant in this Section 7.1 7.1(b) shall include, subject (x) be limited to a [***] in which [***]; (y) be [***] with respect to [***]; and (z) exclude the terms and conditions of this Agreement and the applicable Existing License Agreements, (i) an exclusive (even as right to Ambrx) sublicense under Ambrx’s interest use Masks to [***] other than in the Scripps Patents to research, develop, make, have made, use, sell, offer for sale, export and import (including performance of BMS’ obligations under the exclusive right to Develop, have Developed, Commercialize and have Commercialized) Compounds and Products in the Field in the Territory and (ii) a license to BMS to prosecute, maintain, defend and enforce certain Ambrx Patents as set forth in Article 9Agreement. (c) Notwithstanding anything BMS (working alone or in collaboration with Third Parties) shall have the right to use the Compounds and CytomX Information related to such Compounds and the Collaboration Targets for research purposes in support of BMS’ research programs on the Collaboration Targets, provided that any such Third Party shall be bound by obligations with respect to the contraryuse and disclosure of CytomX Confidential Information in accordance with Article 12. Notwithstanding the foregoing, the licenses rights granted pursuant to BMS in this Section 7.1(c) exclude the right to use [***], any CytomX Know-How pertaining to Masks to [***], and Information pertaining thereto other than in the performance of BMS’ obligations under the Agreement. (d) BMS’s rights under this Section 7.1 with respect to “research” shall not include the right to conduct research modify Compounds, provided no substantive changes shall be made to engineerMask or Substrate of such Compound other than modifications to Mask or Substrate made in the course of optimizing a Compound or a Product, reverse engineer, extract or modify the ReCODE Components except and provided that BMS may make any changes to the extent as may be expressly set forth Antibody portion of the Compound. Notwithstanding the foregoing, unless agreed upon in writing by XxxxxX, BMS (i) shall not make any changes or generate any variants to [***] or (ii) use [***] outside the scope of BMS’ rights and conducted obligations under the Research Plan or any Production Strain Work PlanAgreement.