Common use of Material Transfer Clause in Contracts

Material Transfer. In order to facilitate the Research Program and Joint Development Plans, either Party may provide to the other Party certain biological materials or chemical compounds including, but not limited to AVEO Molecules, receptors, assays, reagents and screens (collectively, “Materials”) owned by or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance of the Research Program and/or the Joint Development Plans. Except as otherwise provided under this Agreement, all such Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 6, remain the sole property of the supplying Party, shall be used only in furtherance of the Research Program and/or the Joint Development Plans, as applicable, and solely under the control of the other Party and/or its Affiliates, shall not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, and shall not (without the prior written consent of the supplying Party) be used in research or testing involving human subjects. The Materials supplied under this Section 10.6 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE X, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Material Transfer. In order to facilitate the Research Program and Joint Development PlansResearch, either Party may provide to the other Party certain biological materials or chemical compounds including, but not limited to AVEO MoleculesCollaboration Compounds, receptors, assays, reagents and screens (collectively, “Materials”) owned by or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance of the Research Program and/or Research, subject to a separate global Material Transfer Agreement if desired by the Joint Development Planssupplying Party, in a form to be mutually agreed by the Parties. Except as otherwise provided under this Agreement, all such Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 6, shall remain the sole property of the supplying Party, shall be used only in furtherance of the Research Program and/or the Joint Development Plans, as applicable, and solely under the control of the other Party and/or its AffiliatesParty, shall not be used or delivered to or for the benefit of any Third Party (or in the case of APSA, any Sublicensee) without the prior written consent of the supplying Party, and shall not (without the prior written consent of the supplying Party) be used in research or testing involving human subjects. The Materials supplied under this Section 10.6 must 2.9 shall be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE XSUBJECT TO SECTIONS 12.1 AND 12.2 HEREOF, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Material Transfer. In order to facilitate the Research Program and Joint Development PlansResearch, either Party may provide to the other Party certain biological materials or chemical compounds including, but not limited to AVEO MoleculesAventis Compounds and Alliance Compounds, receptors, assays, reagents and screens (collectively, “Materials”) owned by or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance of the Research Program and/or Research, subject, if desired by the Joint Development Planssupplying Party, to a separate global Material Transfer Agreement in a form to be mutually agreed by the Parties. Except as otherwise provided under this Agreement, all such Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 6, shall remain the sole property of the supplying Party, shall be used only in furtherance of the Research Program and/or the Joint Development Plans, as applicable, and solely under the control of the other Party and/or its AffiliatesParty, shall not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, and shall not (without the prior written consent of the supplying Party) be used in research or testing involving human subjects. The Materials supplied under this Section 10.6 must 2.9 shall be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated herein. EXCEPT SUBJECT TO SECTION 12.1 OR AS EXPRESSLY SET FORTH OTHERWISE PROVIDED IN THIS ARTICLE XANY MATERIAL TRANSFER AGREEMENT BETWEEN THE PARTIES, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Material Transfer. In order to facilitate the Research Program and Joint Development PlansProgram, either Party may provide to the other Party certain biological materials or chemical compounds including, but not limited to AVEO Molecules, receptors, assays, reagents and screens (collectively, the “MaterialsSubstances”) owned by or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance of the Research Program and/or the Joint Development PlansProgram. Except as otherwise provided under this Agreement, all such Materials Substances delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 6, shall remain the sole property of the supplying Party, shall be used only in furtherance of the Research Program and/or or the Joint Development Plansreceiving Party’s rights under this Agreement, as applicable, and solely shall remain under the sole control of the other Party and/or its Affiliates, Party. Substances shall not be used by or delivered to or for the benefit of any Third Party without except under a written Material Transfer Agreement containing terms and conditions substantially similar to those contained in the prior written consent of the supplying Party, and form attached as Exhibit E. Any rights to inventions acquired by either Party pursuant to any such Material Transfer Agreement shall be deemed Joint Collaboration Technology. The Substances supplied under this Section 5.6 shall not (without the prior written consent of the supplying Party) be used in research or testing involving human subjects. The Materials supplied under this Section 10.6 , and must be used otherwise with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE X, THE MATERIALS SUBSTANCES ARE PROVIDED HEREUNDER “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential Investment under Rule 24b-2 under the Securities Exchange Act of 1934. LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS SUBSTANCES WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Material Transfer. In order to facilitate the Research Program and Joint Development PlansProgram, either Party party may provide to the other Party party certain biological materials or chemical compounds including, but not limited to AVEO Molecules, receptors, assays, reagents Program Materials and screens (collectively, “Materials”) owned Background Materials Controlled by or licensed to the supplying Party (other than under this Agreement) for use by the other Party party in furtherance of the Research Program. All such Program and/or Materials shall be considered the Joint Development PlansConfidential Information of both parties and shall be subject to the restrictions in Article 8. All Background Materials shall be considered the Confidential Information of the supplying Party and shall be subject to the restrictions in Article 8. Except as otherwise provided under this Agreement, all such Program Materials and Background Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 6, party shall remain the sole property of the supplying Partyparty, shall be used only in furtherance of the Research Program and/or the Joint Development Plans, as applicable, and solely under the control of the other Party and/or party and its Affiliates, shall not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, party and shall not (without the prior written consent of the supplying Party) be used in research or testing involving human subjects. The Program Materials and Background Materials supplied under this Section 10.6 2.10 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE X, THE PROGRAM MATERIALS AND BACKGROUND MATERIALS ARE PROVIDED “"AS IS” " AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Material Transfer. In order to facilitate the Research Program performance of research and Joint Development Plansdevelopment activities, either Party may provide to the other Party certain biological materials or chemical compounds including, but not limited to AVEO MoleculesCollaboration Compounds, receptors, assays, reagents and screens (collectively, “Materials”) owned by or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance of such activities, subject to a separate global Material Transfer Agreement if desired by the Research Program and/or supplying Party, in a form to be mutually agreed by the Joint Development PlansParties. Except as otherwise provided under this Agreement, all such Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 6, shall remain the sole property of the supplying Party, shall be used only in furtherance of research and development activities under this Agreement in accordance with the Research Program and/or the Joint and Development PlansPlan and any Semi-Annual R&D Plan, as applicable, and shall be maintained solely under the control of the other Party and/or its AffiliatesParty, shall not be used or delivered to or for the benefit of any Third Party (or in the case of Xx. Xxxx, any Sublicensee) without the prior written consent of the supplying Party, and shall not (without the prior written consent of the supplying Party) be used in research or testing involving human subjectssubjects except in strict compliance with the Research and Development Plan or any Semi-Annual R&D Plan. The Materials supplied under this Section 10.6 must 2.11 shall be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE XSUBJECT TO SECTIONS 12.1 AND 12.2 HEREOF, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Material Transfer. In order to To facilitate the Preclinical Research Program and Joint Development Plans& Development, either Party may provide to the other Party certain biological materials or chemical compounds includingcompounds, but not limited to AVEO Molecules, receptors, assays, reagents and screens (collectively, “Materials”) owned by or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance of the Preclinical Research Program and/or the Joint & Development Plans(such materials or compounds provided hereunder are referred to, collectively, as “Materials”). Except as otherwise expressly provided under this Agreement, all such Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 6, shall remain the sole property of the supplying Party, shall be used only in furtherance of the Research Program and/or the Joint Development Plans, as applicable, exercise of rights or performance of obligations under this Agreement and in accordance with this Agreement and solely under the control of the other Party and/or its AffiliatesParty, shall not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, and shall not (without the prior written consent of the supplying Party) be used in research or testing involving human subjectssubjects or in animals intended for food use, in each case unless otherwise specifically contemplated hereunder), and will be used in compliance with all applicable Law. The provision of Materials to the receiving Party hereunder does not grant such Party any rights other than those specifically granted in this Agreement. Delivery of the Materials shall be EXW Incoterms 2010 (the supplying Party’s facilities). The receiving Party shall bear all responsibility for the shipped Materials thereafter, provided however, that Amgen shall bear the entire costs of transferring the Materials to EnteraBio and the insurance costs, to the extent applicable. The receiving Party shall be responsible for any and all consents, approvals, authorizations or other permits necessary for the use, handling, transfer, and/or storage of the Materials. The receiving Party shall: (a) receive the Materials; (b) promptly notify the supplying Party when the Materials have been received; and (c) forward to the supplying Party any applicable chain of custody forms, in-transport temperature record(s) and receipt verification documentation and such other documentation reasonably requested by the supplying Party. The receiving Party shall be responsible for import clearance (including preparing any necessary documentation with respect thereto) and making entry of shipment. The supplying Party shall provide the relevant shipping documentation, pro forma invoice and airway xxxx, together with such other documentation necessary for the use, handling, transfer, and/or storage of the Materials. The Materials supplied under this Section 10.6 3.5 are supplied “as is” and must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated Except as expressly set forth herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE X, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY. During the Preclinical R&D Term for any Collaboration Program, for record-keeping purposes, the Parties shall compile a list (that shall include the type of material, quantity, shipping date and any other relevant details) on a quarterly basis setting forth the Materials provided to/from each Party, which document shall be signed by an authorized representative of each Party. For clarity, this Section 3.5 shall apply during the applicable Preclinical R&D Term only, after which the Parties will enter into an appropriate material transfer agreement with respect to any transfer of Materials, which agreement will be subject to this Agreement and will be interpreted consistent with the terms hereof. ______________ Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on a confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Material Transfer. In order to To facilitate the Preclinical Research Program and Joint or any Development Plansactivities hereunder, either Party may (and following identification of a Licensed Product, CytomX shall, with respect to any materials produced or held on behalf of CytomX pursuant to the Work Plan related to such Licensed Product) provide to the other Party certain materials (including biological materials or chemical compounds includingcompounds, but not limited or cell lines to AVEO Moleculesproduce Products), receptors, assays, reagents and screens (collectively, “Materials”) owned Controlled by or licensed to the supplying such Party (other than under this Agreement) for use by the other Party in furtherance of the other Party’s Preclinical Research Program and/or obligations or any Development activities under this Agreement (such materials provided hereunder are referred to, collectively, as “Materials”). The Materials shall in any case include, at Regeneron’s request, the Joint Development Plans. items set forth on Exhibit F. Except as otherwise expressly provided under this Agreement, all such Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 6, shall remain the sole property of the supplying Party, and the receiving Party shall ensure that such Materials shall be used only in furtherance of the Research Program and/or the Joint Development Plansexercise of rights or performance of obligations under this Agreement and in accordance with this Agreement, as applicable, and shall be used solely under the control Control of the other Party and/or its Affiliates, and shall not be used or delivered to or for the benefit of any Third Party Party, except for permitted subcontractors as set forth in 2.2.8 or to Sublicensees, without the prior written consent of the supplying Party, and shall not (without the prior written consent of the supplying Party) be used in research or testing involving human subjects, in each case unless otherwise specifically contemplated hereunder), and will be used in compliance with all applicable Laws. Delivery of the Materials shall be FCA (at the location specified by the supplying Party) Incoterms 2020, with the costs of shipping and insurance to be borne by the shipping Party. The Materials supplied under this Section 10.6 must be used with prudence and appropriate caution in any experimental work, since not all provision of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the receiving Party hereunder does not grant such Party any rights other Party for the uses contemplated than those specifically granted in this Agreement. Except as expressly set forth herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE X, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY, EXCEPT AS SET FORTH IN ARTICLE 9. Article 4.

Material Transfer. In order to facilitate the Research Program and Joint Development PlansProgram, either Party party may provide to the other Party party certain biological materials or chemical compounds including, but not limited to AVEO Moleculesto, receptorsstructural genes, assaysgenetic sequences, reagents promoters, enhancers, probes, linkage probes, vectors, hosts, plasmids, peptides, polypeptides, transgenic animals, proteins, biological modifiers, antigens, hybridomas, antibodies, toxins, lectins, enzymes, lipids, hormones, viruses, viroids, cell or parts of cells, cell lines and screens transformed cell lines, and any progeny, replicates, mutants, fragments and derivatives of the foregoing (collectively, “Materials”"Material') owned by or licensed to the supplying Party party (other than under this the Agreement) for use by the other Party party in furtherance of the Research Program and/or the Joint Development PlansProgram. Except as otherwise provided under this the Agreement, all such Materials Material delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 6, party (a) shall remain the sole property of the supplying Partyparty, (b) shall be used only in furtherance of the Research Program and/or the Joint Development Plans, as applicable, and solely under the control of the other Party and/or its Affiliatesparty, (c) shall not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Partyparty, and (d) shall not (without the prior written consent of the supplying Party) be used in research or testing involving human subjects. The Materials supplied under this Section 10.6 3.7 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE X, THE MATERIALS ARE PROVIDED “AS IS” IS AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS MATERIAL WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Material Transfer. In order to To facilitate the Preclinical Research Program and Joint or any regulatory, Development Plansor Commercialization activities hereunder, either Party may (and at Astellas’s reasonable request and cost following identification of an applicable clinical development candidate, CytomX shall, with respect to any materials produced or held on behalf of CytomX pursuant to the Preclinical Research Plan and set forth on Appendix C of Exhibit B, any of its Affiliates or their respective subcontractors necessary to allow Astellas to exercise its rights hereunder) provide to the other Party certain materials (including biological materials or chemical compounds includingcompounds, but not limited or cell lines to AVEO Moleculesproduce Products), receptors, assays, reagents and screens (collectively, “Materials”) owned by or licensed to the supplying such Party (other than under this Agreement) for use by the other Party in furtherance of the other Party’s Preclinical Research Program and/or obligations or any regulatory, Development or Commercialization activities under this Agreement (such materials provided hereunder are referred to, collectively, as “Materials”). The Materials shall in any case include, at Astellas’s request, the Joint Development Plans. items set forth on Appendix C of Exhibit B. Except as otherwise expressly provided under this Agreement, all such Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 6, shall remain the sole property of the supplying Party, and the receiving Party shall ensure that such Materials shall be used only in furtherance of the Research Program and/or the Joint Development Plansexercise of rights or performance of obligations under this Agreement and in accordance with this Agreement, as applicable, and shall be used solely under the control of the other Party and/or its Affiliates, and shall not be used or delivered to or for the benefit of any Third Party Party, except for permitted subcontractors as set forth in Section 2.2, without the prior written consent of the supplying Party, and shall not (without the prior written consent of the supplying Party) be used in research or testing involving human subjects, in each case unless otherwise specifically contemplated hereunder), and will be used in compliance with all applicable Laws. The provision of Materials to the receiving Party hereunder does not grant such Party any rights other than those specifically granted in this Agreement. Delivery of the Materials shall be FCA (the supplying Party’s facilities) Incoterms 2010. The receiving Party shall: (a) receive the Materials; (b) notify the supplying Party when the Materials have been received; and (c) forward to the supplying Party any applicable chain of custody forms, in-transport temperature record(s) and receipt verification documentation and such other documentation reasonably requested by the supplying Party. The receiving Party shall be responsible for import clearance (including preparing any necessary documentation with respect thereto) and making entry of shipment. The supplying Party shall provide the relevant shipping documentation, pro forma invoice and airway bxxx, together with such other documentation necessary for the use, handling, transfer, and/or storage of the Materials. The Materials supplied under this Section 10.6 3.5 are supplied “as is” and must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated Except as expressly set forth herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE X, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY, EXCEPT AS SET FORTH IN ARTICLE 9. For record-keeping purposes, the Parties shall compile a list (that shall include the type of material, quantity, shipping date and any other relevant details) on a [***]-by-[***] basis setting forth the Materials provided to/from each Party, which document shall be signed by an authorized representative of each Party.

Material Transfer. In order Pursuant to facilitate the Research Program research activities under this AGREEMENT, MASCOMA and Joint Development Plans, either Party DARTMOUTH may provide from time to time transfer research materials to the other Party certain biological materials or chemical compounds including, but not limited to AVEO Molecules, receptors, assays, reagents and screens party (collectively, “Materials”). Such Materials, including unmodified descendents from the Materials (“Progeny”) owned by and unmodified functional subunits or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance expression products of the Research Program and/or the Joint Development Plans. Except as otherwise provided under this AgreementMaterials (“Unmodified Derivatives”), all such Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 6, shall remain the sole property of the supplying Party, party transferring the Materials. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. Materials shall be used only in furtherance for the purposes of the Research Program and/or the Joint Development PlansPROJECT, in a safe manner and in compliance with applicable law. Materials shall be treated as applicable, Confidential pursuant to Article XII of this AGREEMENT and solely under the control of the other Party and/or its Affiliates, shall not be used provided to any person not associated with . DARTMOUTH or delivered MASCOMA or to or for any person not under the benefit supervision of any Third Party the respective parties, without the prior written consent of MASCOMA or DARTMOUTH, as the supplying Party, and shall not (without the prior written consent of the supplying Party) be used in research or testing involving human subjectscase may be. The Materials supplied under this Section 10.6 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE X, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING INCLUDING, WITHOUT LIMITATION LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTYRIGHTS, AND THE PROVIDING PARTY WILL HAVE NO OTHER LIABILITY IN CONNECTION WITH THEIR RESPECTIVE MATERIALS. If the research involving Materials results in an invention, such invention shall be subject to the provisions of Article XIII of this AGREEMENT.

Material Transfer. In order Pursuant to facilitate the Research Program research activities under this AGREEMENT, MASCOMA and Joint Development Plans, either Party DARTMOUTH may provide from time to time transfer research materials to the other Party certain biological materials or chemical compounds including, but not limited to AVEO Molecules, receptors, assays, reagents and screens party (collectively, “Materials”). Such Materials, including unmodified descendents from the Materials (“Progeny”) owned by and unmodified functional subunits or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance expression products of the Research Program and/or the Joint Development Plans. Except as otherwise provided under this AgreementMaterials (“Unmodified Derivatives”), all such Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 6, shall remain the sole property of the supplying Party, party transferring the Materials. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. Materials shall be used only in furtherance for the purposes of the Research Program and/or the Joint Development PlansPROJECT, in a safe manner and in compliance with applicable law. Materials shall be treated as applicable, Confidential pursuant to Article XII of this AGREEMENT and solely under the control of the other Party and/or its Affiliates, shall not be used provided to any person not associated with DARTMOUTH or delivered MASCOMA or to or for any person not under the benefit supervision of any Third Party the respective parties, without the prior written consent of MASCOMA or DARTMOUTH, as the supplying Party, and shall not (without the prior written consent of the supplying Party) be used in research or testing involving human subjectscase may be. The Materials supplied under this Section 10.6 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE X, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING INCLUDING, WITHOUT LIMITATION LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTYRIGHTS, AND THE PROVIDING PARTY WILL HAVE NO OTHER LIABILITY IN CONNECTION WITH THEIR RESPECTIVE MATERIALS. If the research involving Materials results in an invention, such invention shall be subject to the provisions of Article XIII of this AGREEMENT.

Material Transfer. In order to To facilitate the Preclinical Research Program and Joint Development Plans& Development, either Party may provide to the other Party certain biological materials or chemical compounds includingcompounds, but not limited to AVEO Molecules, receptors, assays, reagents and screens (collectively, “Materials”) owned by or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance of the Preclinical Research Program and/or the Joint & Development Plans(such materials or compounds provided hereunder are referred to, collectively, as “Materials”). Except as otherwise expressly provided under this Agreement, all such Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 6, shall remain the sole property of the supplying Party, shall be used only in furtherance of the Research Program and/or the Joint Development Plans, as applicable, exercise of rights or performance of obligations under this Agreement and in accordance with this Agreement and solely under the control of the other Party and/or its AffiliatesParty, shall not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, and shall not (without the prior written consent of the supplying Party) be used in research or testing involving human subjectssubjects or in animals intended for food use, in each case unless otherwise specifically contemplated hereunder), and will be used in compliance with all applicable Law. The provision of Materials to the receiving Party hereunder does not grant such Party any rights other than those specifically granted in this Agreement. Delivery of the Materials shall be EXW Incoterms 2010 (the supplying Party’s facilities). The receiving Party shall bear all responsibility for the shipped Materials thereafter, provided however, that Amgen shall bear the entire costs of transferring the Materials to EnteraBio and the insurance costs, to the extent applicable. The receiving Party shall be responsible for any and all consents, approvals, authorizations or other permits necessary for the use, handling, transfer, and/or storage of the Materials. The receiving Party shall: (a) receive the Materials; (b) promptly notify the supplying Party when the Materials have been received; and (c) forward to the supplying Party any applicable chain of custody forms, in-transport temperature record(s) and receipt verification documentation and such other documentation reasonably requested by the supplying Party. The receiving Party shall be responsible for import clearance (including preparing any necessary documentation with respect thereto) and making entry of shipment. The supplying Party shall provide the relevant shipping documentation, pro forma invoice and airway bxxx, together with such other documentation necessary for the use, handling, transfer, and/or storage of the Materials. The Materials supplied under this Section 10.6 3.5 are supplied “as is” and must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated Except as expressly set forth herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE X, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY. During the Preclinical R&D Term for any Collaboration Program, for record-keeping purposes, the Parties shall compile a list (that shall include the type of material, quantity, shipping date and any other relevant details) on a quarterly basis setting forth the Materials provided to/from each Party, which document shall be signed by an authorized representative of each Party. For clarity, this Section 3.5 shall apply during the applicable Preclinical R&D Term only, after which the Parties will enter into an appropriate material transfer agreement with respect to any transfer of Materials, which agreement will be subject to this Agreement and will be interpreted consistent with the terms hereof.

Material Transfer. In order to facilitate the Research Program and Joint Development Plans, either Each Party may provide will transfer to the other Party certain biological materials or chemical compounds including, but not limited to, the compounds to AVEO Moleculesbe provided by the Parties pursuant to Section 2.2(a) and Section 2.2(b), receptors, assays, reagents and screens (collectively, “Materials”) owned by or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance of the Research Program and/or (collectively, the Joint Development Plans"Materials"). Except as otherwise provided under this Agreement, all such Materials delivered transferred hereunder will (a) remain solely under the control of the receiving Party and (as between the Parties) continue to the other Party shall, subject to the licenses granted the other Party pursuant to Article 6, remain be the sole property of the supplying transferring Party, shall (b) be used only in furtherance of the Research Program and/or Research, (or in connection with activities conducted during the Joint Development Plans, as applicablelicense period, and solely under pursuant to the control of the other Party and/or its Affiliateslicenses, shall set forth in Sections 3.1(a)(ii) or 3.2(a)(ii)), (c) not be provided or made available to, or used or delivered to by the Receiving Party or for the benefit of of, any Third Party without the prior written consent of the supplying transferring Party, and shall (d) not (without the prior written consent of the supplying Party) be used in research or testing involving human subjects. The Materials supplied under this Section 10.6 2.8 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE XSECTION 11.3 AND SECTION 11.4 HEREOF, THE MATERIALS ARE PROVIDED “"AS IS” " AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Material Transfer. In order to facilitate the Research Program and Joint Development PlansProgram, either Party may provide to the other Party certain biological materials or chemical compounds including, but not limited to AVEO Molecules, receptors, assays, reagents Program Materials and screens (collectively, “Materials”) owned Background Materials Controlled by or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance of the Research Program. All such Program and/or Materials shall be considered the Joint Development PlansConfidential Information of both Parties and shall be subject to the restrictions in Article 10. All Background Materials shall be considered the Confidential Information of the supplying Party and shall be subject to the restrictions in Article 10. Except as otherwise provided under this Agreement, all such Program Materials and Background Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 6, shall remain the sole property of the supplying Party, shall be used only in furtherance of the Research Program and/or the Joint Development Plans, as applicable, and solely under the control of the other Party and/or and its Affiliates, shall not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, Party and shall not (without the prior written consent of the supplying Party) be used in research or testing involving human subjects. The Program Materials and Background Materials supplied under this Section 10.6 2.12 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE X, THE PROGRAM MATERIALS AND BACKGROUND MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Material Transfer. In order to To facilitate the Research Program and Joint Parties’ Development Plansor Commercialization activities hereunder, either Party may provide to the other Party certain biological materials or (including chemical compounds includingcompounds), but not limited to AVEO Molecules, receptors, assays, reagents and screens (collectively, “Materials”) owned by or licensed to the supplying such Party (other than under this Agreement) for use by the other Party in furtherance of the Research Program and/or other Party’s Development or Commercialization activities under this Agreement (such materials provided hereunder are referred to, collectively, as “Materials”). All Materials are deemed to be the Joint Development PlansConfidential Information of the Party supplying such Materials, and such Party is deemed to be the Disclosing Party thereof. Except as otherwise expressly provided under this Agreement, all such Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 6, shall remain the sole property of the supplying Party, and the receiving Party shall ensure that such Materials shall be used only in furtherance of the Research Program and/or the Joint Development Plansexercise of rights or performance of obligations under this Agreement and in accordance with this Agreement, as applicable, and shall be used solely under the control of the other Party and/or its Affiliates, and shall not be used or delivered to or for the benefit of any Third Party Party, except for permitted subcontractors as set forth in Section 2.2, without the prior written consent of the supplying Party, and shall not (without the prior written consent of the supplying Party) be used in research or testing involving human subjects, in each case unless otherwise specifically contemplated hereunder, and will be used in compliance with all applicable Laws. The provision of Materials to the receiving Party hereunder does not grant such Party any rights other than those specifically granted in this Agreement. Delivery of the Materials shall be [***]. The receiving Party shall: (a) receive the Materials; (b) notify the supplying Party when the Materials have been received; and (c) forward to the supplying Party any applicable chain of custody forms, in-transport temperature record(s) and receipt verification documentation and such other documentation reasonably requested by the supplying Party. The receiving Party shall be responsible for import clearance (including preparing any necessary documentation with respect thereto) and making entry of shipment. The supplying Party shall provide the relevant shipping documentation, pro forma invoice and airway xxxx, together with such other documentation necessary for the use, handling, transfer, and/or storage of the Materials. The Materials supplied under this Section 10.6 3.2 are supplied “as is” and must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated Except as expressly set forth herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE X, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY, EXCEPT AS SET FORTH IN ARTICLE 9. For record-keeping purposes, the Parties shall compile a list (that shall include the type of material, quantity, shipping date and any other relevant details) on a Calendar Quarter-by-Calendar Quarter basis setting forth the Materials provided to/from each Party, which document shall be signed by an authorized representative of each Party.

Material Transfer. In order to facilitate the Research Program and Joint Development PlansCollaboration, either Party party may provide to the other Party party certain biological materials or chemical compounds including, but not limited to AVEO Molecules, receptors, assays, reagents Program Materials and screens (collectively, “Materials”) owned Background Materials Controlled by or licensed to the supplying Party party (other than under this Agreement) for use by the other Party party in furtherance of the Research Collaboration. All such Program and/or Materials shall be considered the Joint Development PlansConfidential Information of both parties and shall be subject to the restrictions in Article 12. All Background Materials shall be considered the Confidential Information of the supplying party and shall be subject to the restrictions in Article 12. Except as otherwise provided under this Agreement, all such Program Materials and Background Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 6, party shall remain the sole property of the supplying Partyparty, shall be used only in furtherance of the Research Program and/or the Joint Development Plans, as applicable, Collaboration and solely under the control of the other Party and/or party and its Affiliates, shall not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, party and shall not (without the prior written consent of the supplying Party) be used in research or testing involving human subjects. The Program Materials and Background Materials supplied under this Section 10.6 2.7 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE X, THE PROGRAM MATERIALS AND BACKGROUND MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Material Transfer. In order to facilitate the Research Program and Joint Development PlansCollaboration, either Party party may provide to the other Party party certain biological materials or chemical compounds including, but not limited to AVEO Molecules, receptors, assays, reagents Program Materials and screens (collectively, “Materials”) owned Background Materials Controlled by or licensed to the supplying Party party (other than under this Agreement) for use by the other Party party in furtherance of the Research Collaboration. All such Program and/or Materials shall be considered the Joint Development PlansConfidential Information of both parties and shall be subject to the restrictions in Article 13. All Background Materials shall be considered the Confidential Information of the supplying party and shall be subject to the restrictions in Article 13. Except as otherwise provided under this Agreement, all such Program Materials and Background Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 6, party shall remain the sole property of the supplying Partyparty, shall be used only in furtherance of the Research Program and/or the Joint Development Plans, as applicable, Collaboration and solely under the control of the other Party and/or party and its Affiliates, shall not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, party and shall not (without the prior written consent of the supplying Party) be used in research or testing involving human subjects. The Program Materials and Background Materials supplied under this Section 10.6 2.7 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE X, THE PROGRAM MATERIALS AND BACKGROUND MATERIALS ARE PROVIDED “"AS IS” " AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Material Transfer. In order to To facilitate the Research Program and Joint Development PlansPreclinical Development, either Party may provide to the other Party certain materials (including biological materials or chemical compounds includingcompounds), but not limited to AVEO Molecules, receptors, assays, reagents and screens (collectively, “Materials”) owned by or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance of the Research Program and/or the Joint Preclinical Development Plans(such materials provided hereunder are referred to, collectively, as “Materials”). Except as otherwise expressly provided under this Agreement, all such Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 6, shall remain the sole property of the supplying Party, shall be used only in furtherance of the Research Program and/or the Joint Development Plans, as applicable, exercise of rights or performance of obligations under this Agreement and in accordance with this Agreement and solely under the control of the other Party and/or its AffiliatesParty, shall not be used or delivered to or for the benefit of any Third Party Party, except for permitted subcontractors as set forth in Section 3.2, without the prior written consent of the supplying Party, and shall not (without the prior written consent of the supplying Party) be used in research or testing involving human subjectssubjects or in animals intended for food use, in each case unless otherwise specifically contemplated hereunder), and will be used in compliance with all applicable Laws. The provision of Materials to the receiving Party hereunder does not grant such Party any rights other than those specifically granted in this Agreement. Delivery of the Materials shall be FCA (the supplying Party’s facilities) Incoterms 2010. The receiving Party shall bear all responsibility for the shipped Materials thereafter, [***]. The receiving Party shall be responsible for any and all consents, approvals, authorizations or other permits necessary for the use, handling, transfer, and/or storage of the Materials. The receiving Party shall: (a) receive the Materials; (b) promptly notify the supplying Party when the Materials have been received; and (c) forward to the supplying Party any applicable chain of custody forms, in-transport temperature record(s) and receipt verification documentation and such other documentation reasonably requested by the supplying Party. The receiving Party shall be responsible for import clearance (including preparing any necessary documentation with respect thereto) and making entry of shipment. The supplying Party shall provide the relevant shipping documentation, pro forma invoice and airway bxxx, together with such other documentation necessary for the use, handling, transfer, and/or storage of the Materials. The Materials supplied under this Section 10.6 3.5 are supplied “as is” and must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated Except as expressly set forth herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE X, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY, EXCEPT AS SET FORTH IN ARTICLE 9. During the Preclinical Development Term, for record-keeping purposes, the Parties shall compile a list (that shall include the type of material, quantity, shipping date and any other relevant details) on a Calendar Quarter-by-Calendar Quarter basis setting forth the Materials provided to/from each Party, which document shall be signed by an authorized representative of each Party. For clarity, this Section 3.5 shall apply during the Preclinical Development Term only, after which the Parties will enter into an appropriate material transfer agreement with respect to any transfer of Materials, which agreement will be subject to this Agreement and will be interpreted consistent with the terms hereof.

Material Transfer. In order to facilitate the Research Program and Joint Development PlansProgram, either Party party may provide to the other Party party certain biological materials or chemical compounds including, but not limited to AVEO Molecules, receptors, assays, reagents Program Materials and screens (collectively, “Materials”) owned Background Materials Controlled by or licensed to the supplying Party (other than under this Agreement) for use by the other Party party in furtherance of the Research Program. All such Program and/or Materials shall be considered the Joint Development PlansConfidential Information of both parties and shall be subject to the restrictions in Article 8. All Background Materials shall be considered the Confidential Information of the supplying Party and shall be subject to the restrictions in Article 8. Except as otherwise provided under this Agreement, all such Program Materials and Background Materials delivered to the other Party shall, subject to the licenses granted the other Party pursuant to Article 6, party shall remain the sole property of the supplying Partyparty, shall be used only in furtherance of the Research Program and/or the Joint Development Plans, as applicable, and solely under the control of the other Party and/or party and its Affiliates, shall not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, party and shall not (without the prior written consent of the supplying Party) be used in research or testing involving human subjects. The Program Materials and Background Materials supplied under this Section 10.6 2.10 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. Each Party represents and warrants to the other that it has the right to provide the Materials to the other Party for the uses contemplated herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE X, THE PROGRAM MATERIALS AND BACKGROUND MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.