Common use of Material Transfer Clause in Contracts

Material Transfer. (i) Other than as may be set forth in the Development Supply Agreement (as defined in Section 9.1), in order to facilitate activities of the Parties under the Inhaled Plan, either Party (referred to in this Section 3.5(c) as the “Transferring Party”) may provide to the other Party (referred to in this Section 3.5(c) as the “Material Receiving Party”) certain materials, PRINT Materials, GSK Materials, Research Materials or Research Products Controlled by the Transferring Party (such materials provided hereunder are referred to, collectively, as “Materials”) for use by the Material Receiving Party in furtherance of its rights and the conduct of its obligations under the Inhaled Plan and, in the event GSK exercises either or both of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable (the “Purpose”). All transfers of such Materials by the Transferring Party to the Material Receiving Party shall be documented in writing (the “Transfer Record”) that sets forth the type and name of the Material transferred, the amount of the Material transferred, the date of the transfer of such Material and the Purpose. (ii) Except as otherwise provided under this Agreement, all such Materials delivered by the Transferring Party to the Material Receiving Party shall remain the sole property of the Transferring Party, shall only be used by the Material Receiving Party in furtherance of the Purpose, and shall be returned to the Transferring Party upon the termination of this Agreement or upon the discontinuation of the use of such Materials (whichever occurs first). The Material Receiving Party shall not cause the Materials to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the Transferring Party. (iii) At the time the Transferring Party provides Materials to the Material Receiving Party as provided herein and to the extent not separately licensed under this Agreement, the Transferring Party hereby grants to the other Party a non-exclusive license under the Patents and Know-How Controlled by it to use such Materials solely for the Purpose. (iv) The Parties agree that the exchanged Materials: (A) shall be used in compliance with applicable Laws; (B) shall not be used in animals intended to be kept as domestic pets; (C) shall not be transferred to a Third Party except if this is provided for and is done in accordance with this Agreement; and (D) shall not be reverse engineered or chemically analyzed, except if this is provided for in the applicable Inhaled Plan. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (v) THE MATERIALS SUPPLIED BY THE TRANSFERRING PARTY UNDER THIS SECTION 3.5(c) ARE SUPPLIED “AS IS” AND NOT FOR USE IN HUMANS EXCEPT AS EXPRESSLY AGREED BY THE PARTIES IN WRITING, AND THE TRANSFERRING PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIALS DOES NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY. (vi) The Material Receiving Party assumes all liability for damages that may arise from its use, storage or disposal of the Materials. The Transferring Party shall not be liable to the Material Receiving Party for any loss, claim or demand made by the Material Receiving Party, or made against the Material Receiving Party by any Third Party, due to or arising from the use of the Materials, except to the extent such loss, claim or demand is caused by the gross negligence or willful misconduct of the Transferring Party.

Material Transfer. (i) Other than as may be set forth in the Development Supply Agreement (as defined in Section 9.1), in In order to facilitate activities of the Parties under the Inhaled PlanResearch, either Party (referred to in this Section 3.5(c) as the “Transferring Party”) may provide to the other Party certain biological materials or chemical compounds including, but not limited to Collaboration Compounds, receptors, reagents and screens (referred to in this Section 3.5(c) as the “Material Receiving Party”) certain materials, PRINT Materials, GSK Materials, Research Materials or Research Products Controlled by the Transferring Party (such materials provided hereunder are referred to, collectively, as “Materials”) owned by or licensed to the supplying Party (other than under this Agreement) for use by the Material Receiving other Party in furtherance of its rights and the conduct of its obligations under Research, subject to a separate global Material Transfer Agreement if desired by the Inhaled Plan andsupplying Party, in the event GSK exercises either or both of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable (the “Purpose”). All transfers of such Materials a form to be mutually agreed by the Transferring Party to the Material Receiving Party shall be documented in writing (the “Transfer Record”) that sets forth the type and name of the Material transferred, the amount of the Material transferred, the date of the transfer of such Material and the Purpose. (ii) Parties. Except as otherwise provided under this Agreement, all such Materials delivered by the Transferring Party to the Material Receiving other Party shall remain the sole property of the Transferring supplying Party, shall only be used by the Material Receiving Party only in furtherance of the Purpose, Research and shall be returned to solely under the Transferring Party upon the termination of this Agreement or upon the discontinuation control of the use of such Materials (whichever occurs first). The Material Receiving Party other Party, shall not cause the Materials to be used by 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 Transferring supplying Party. (iii) At the time the Transferring Party provides Materials to the Material Receiving Party as provided herein , and to the extent not separately licensed under this Agreement, the Transferring Party hereby grants to the other Party a non-exclusive license under the Patents and Know-How Controlled by it to use such Materials solely for the Purpose. (iv) The Parties agree that the exchanged Materials: (A) shall be used in compliance with applicable Laws; (B) shall not be used in animals intended to research or testing involving human subjects. The Materials supplied under this Section 2.9 shall be kept as domestic pets; (C) shall used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be transferred to a Third Party except if this is provided for and is done in accordance with this Agreement; and (D) shall not be reverse engineered or chemically analyzedknown. SUBJECT TO SECTIONS 12.1 AND 12.2 HEREOF, except if this is provided for in the applicable Inhaled Plan. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (v) THE MATERIALS SUPPLIED BY THE TRANSFERRING PARTY UNDER THIS SECTION 3.5(c) ARE SUPPLIED PROVIDED “AS IS” AND NOT FOR USE IN HUMANS EXCEPT AS EXPRESSLY AGREED BY THE PARTIES IN WRITINGWITHOUT ANY REPRESENTATION OR WARRANTY, AND THE TRANSFERRING PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A ANY PARTICULAR PURPOSE, PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS DOES WILL NOT INFRINGE OR VIOLATE ANY PATENT, COPYRIGHT, TRADEMARK, PATENT OR OTHER PROPRIETARY RIGHTS OF A ANY THIRD PARTY. (vi) The Material Receiving Party assumes all liability for damages that may arise from its use, storage or disposal of the Materials. The Transferring Party shall not be liable to the Material Receiving Party for any loss, claim or demand made by the Material Receiving Party, or made against the Material Receiving Party by any Third Party, due to or arising from the use of the Materials, except to the extent such loss, claim or demand is caused by the gross negligence or willful misconduct of the Transferring Party.

Material Transfer. (i) Other than as may be set forth in the Development Supply Agreement (as defined in Section 9.1), in In order to facilitate activities of the Parties under the Inhaled PlanResearch Program and Joint Development Plans, either Party (referred to in this Section 3.5(c) as the “Transferring 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 (referred to in this Section 3.5(c) as the “Material Receiving Party”) certain materials, PRINT Materials, GSK Materials, Research Materials or Research Products Controlled by the Transferring Party (such materials provided hereunder are referred to, collectively, as “Materials”) owned by or licensed to the supplying Party (other than under this Agreement) for use by the Material Receiving other Party in furtherance of its rights and the conduct of its obligations under Research Program and/or the Inhaled Plan and, in the event GSK exercises either or both of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable (the “Purpose”)Joint Development Plans. All transfers of such Materials by the Transferring Party to the Material Receiving Party shall be documented in writing (the “Transfer Record”) that sets forth the type and name of the Material transferred, the amount of the Material transferred, the date of the transfer of such Material and the Purpose. (ii) Except as otherwise provided under this Agreement, all such Materials delivered by the Transferring Party to the Material Receiving other Party shall shall, subject to the licenses granted the other Party pursuant to Article 6, remain the sole property of the Transferring supplying Party, shall only be used by the Material Receiving Party only in furtherance of the PurposeResearch Program and/or the Joint Development Plans, as applicable, and shall be returned to solely under the Transferring Party upon the termination of this Agreement or upon the discontinuation control of the use of such Materials (whichever occurs first). The Material Receiving other Party and/or its Affiliates, shall not cause the Materials to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the Transferring supplying Party. , and shall not (iiiwithout the prior written consent of the supplying Party) At the time the Transferring 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 provides Materials represents and warrants to the Material Receiving Party as provided herein and other that it has the right to provide the extent not separately licensed under this Agreement, the Transferring Party hereby grants Materials to the other Party a non-exclusive license under the Patents and Know-How Controlled by it to use such Materials solely for the Purpose. (iv) The Parties agree that the exchanged Materials: (A) shall be used in compliance with applicable Laws; (B) shall not be used in animals intended to be kept as domestic pets; (C) shall not be transferred to a Third Party except if this is provided for and is done in accordance with this Agreement; and (D) shall not be reverse engineered or chemically analyzeduses contemplated herein. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE X, except if this is provided for in the applicable Inhaled Plan. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (v) THE MATERIALS SUPPLIED BY THE TRANSFERRING PARTY UNDER THIS SECTION 3.5(c) ARE SUPPLIED PROVIDED “AS IS” AND NOT FOR USE IN HUMANS EXCEPT AS EXPRESSLY AGREED BY THE PARTIES IN WRITINGWITHOUT ANY REPRESENTATION OR WARRANTY, AND THE TRANSFERRING PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A ANY PARTICULAR PURPOSE, PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS DOES WILL NOT INFRINGE OR VIOLATE ANY PATENT, COPYRIGHT, TRADEMARK, PATENT OR OTHER PROPRIETARY RIGHTS OF A ANY THIRD PARTY. (vi) The Material Receiving Party assumes all liability for damages that may arise from its use, storage or disposal of the Materials. The Transferring Party shall not be liable to the Material Receiving Party for any loss, claim or demand made by the Material Receiving Party, or made against the Material Receiving Party by any Third Party, due to or arising from the use of the Materials, except to the extent such loss, claim or demand is caused by the gross negligence or willful misconduct of the Transferring Party.

Material Transfer. (i) Other than as may be set forth in 2.7.1 To facilitate the Development Supply Agreement (as defined in Section 9.1), in order to facilitate activities of the Parties under the Inhaled PlanResearch Collaboration, either Party (referred to in Section 1.77 and this Section 3.5(c) 2.7 as the “Transferring "transferring Party”") may may, at its sole discretion, provide to the other Party (referred to in this Section 3.5(c) 2.7 as the “Material Receiving "receiving Party”") certain materialsbiological materials or chemical compounds, PRINT Materialssuch as cell-based assays or research tools, GSK Materialsbut excluding Collaboration Compounds, Research Materials owned by or Research Products Controlled by licensed to the Transferring transferring Party (such materials or compounds provided hereunder are referred to, collectively, as “"Materials”") for use by the Material Receiving receiving Party in furtherance of its rights and the conduct of its obligations under Research Collaboration pursuant to the Inhaled Plan and, in the event GSK exercises either or both of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable (the “Purpose”)Research Plans. All transfers of such Materials by the Transferring transferring Party to the Material Receiving receiving Party shall be documented in writing (the “"Transfer Record”) that sets "), which Transfer Record shall set forth the type and name of the Material transferred, the amount of the Material transferred, the date of the transfer of such Material and the Purposeproposed use of such Material by the receiving Party. (ii) 2.7.2 Except as otherwise provided under this Agreement, all such Materials delivered by the Transferring transferring Party to the Material Receiving receiving Party shall remain the sole property of the Transferring transferring Party, shall only be used by the Material Receiving receiving Party in furtherance of the Purpose, and shall be returned to the Transferring Party upon the termination of this Agreement or upon the discontinuation of the use of such Materials (whichever occurs first)Research Collaboration. The Material Receiving receiving Party shall not cause the Materials to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the Transferring transferring Party. Further, the receiving Party shall not use the Materials in research or testing involving human subjects, unless expressly agreed by the transferring Party in writing. [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (iii) 2.7.3 At the time the Transferring transferring Party provides Materials to the Material Receiving receiving Party as provided herein and to the extent not separately licensed under this Agreementherein, the Transferring transferring Party shall grant, and hereby grants does grant to the other Party a non-exclusive license under the Patents and Know-How Material IP Controlled by it the transferring Party or its Affiliates to use such Materials solely for the Purposepurpose set forth in the Transfer Record. In any event, Material IP shall not become nor be deemed Collaboration IP. (iv) 2.7.4 The Parties agree transferring Party shall have sole control over all matters pertaining to the prosecution of Material IP and the defense and enforcement of any Patents included in the Material IP, in each case which Material IP is Controlled by such transferring Party or its Affiliates. In the event that the exchanged Materials: (A) shall be used receiving Party conceives an invention based on its use of any Materials from the transferring Party as provided in compliance with applicable Laws; (B) the Transfer Record and obtains patent protection therefor, any such patents shall not be used fall within the Material IP Controlled by the transferring Party or its Affiliates. However, receiving Party shall and hereby grants to the transferring Party a non-exclusive, non-sub-licensable (except as to the transferring Party's Affiliates), perpetual, worldwide, fully-paid and royalty-free license, under all of the receiving Party's rights in animals intended and to be kept as domestic pets; such patents and specifically related know how, to conduct any research, development or commercial activities (Ceither alone or with a collaborator or subcontractor for such purposes) shall not be transferred to a Third Party except if this is provided for and is done in accordance with outside the scope of this Agreement; and (D) shall not be reverse engineered or chemically analyzed, except if this is provided for in the applicable Inhaled Plan. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (v) 2.7.5 THE MATERIALS SUPPLIED BY THE TRANSFERRING PARTY UNDER THIS SECTION 3.5(c) 2.7 ARE SUPPLIED “"AS IS” AND NOT FOR USE IN HUMANS EXCEPT AS EXPRESSLY AGREED BY THE PARTIES IN WRITING, " AND THE TRANSFERRING PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIALS DOES NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY. (vi) 2.7.6 The Material Receiving receiving Party assumes all liability for damages that which may arise from its use, storage or disposal of the Materials. The Transferring transferring Party shall will not be liable to the Material Receiving receiving Party for any loss, claim or demand made by the Material Receiving receiving Party, or made against the Material Receiving receiving Party by any Third Party, due to or arising from the use of the Materials, except to the extent such losspermitted by Law, claim or demand is when caused by the gross negligence or willful misconduct of the Transferring transferring Party.

Material Transfer. (i) Other than as may be set forth in the Development Supply Agreement (as defined in Section 9.1), in In order to facilitate activities of the Parties under the Inhaled PlanResearch Program, either Party (referred to in this Section 3.5(c) as the “Transferring Party”) party may provide to the other Party (referred to in this Section 3.5(c) as the “Material Receiving Party”) party certain materials, PRINT Materials, GSK Materials, Research Program Materials or Research Products and Background Materials Controlled by the Transferring supplying Party (such materials provided hereunder are referred to, collectively, as “Materials”) for use by the Material Receiving Party other party in furtherance of its rights the Research Program. All such Program Materials shall be considered the Confidential Information of both parties and shall be subject to the conduct of its obligations under restrictions in Article 8. All Background Materials shall be considered the Inhaled Plan and, in the event GSK exercises either or both Confidential Information of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable (the “Purpose”). All transfers of such Materials by the Transferring supplying Party and shall be subject to the Material Receiving Party shall be documented restrictions in writing (the “Transfer Record”) that sets forth the type and name of the Material transferred, the amount of the Material transferred, the date of the transfer of such Material and the Purpose. (ii) Article 8. Except as otherwise provided under this Agreement, all such Program Materials and Background Materials delivered by the Transferring Party to the Material Receiving Party other party shall remain the sole property of the Transferring Partysupplying party, shall only be used by the Material Receiving Party only in furtherance of the Purpose, Research Program and shall be returned to solely under the Transferring Party upon the termination of this Agreement or upon the discontinuation control of the use of such Materials (whichever occurs first). The Material Receiving Party other party and its Affiliates, shall not cause the Materials to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the Transferring Party. (iii) At the time the Transferring Party provides Materials to the Material Receiving Party as provided herein supplying party and to the extent not separately licensed under this Agreement, the Transferring Party hereby grants to the other Party a non-exclusive license under the Patents and Know-How Controlled by it to use such Materials solely for the Purpose. (iv) The Parties agree that the exchanged Materials: (A) shall be used in compliance with applicable Laws; (B) shall not be used in animals intended to research or testing involving human subjects. The Program Materials and Background Materials supplied under this Section 2.10 must be kept as domestic pets; (C) shall used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be transferred to a Third Party except if this is provided for and is done in accordance with this Agreement; and (D) shall not be reverse engineered or chemically analyzed, except if this is provided for in the applicable Inhaled Planknown. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (v) THE PROGRAM MATERIALS SUPPLIED BY THE TRANSFERRING PARTY UNDER THIS SECTION 3.5(c) AND BACKGROUND MATERIALS ARE SUPPLIED “PROVIDED "AS IS” " AND NOT FOR USE IN HUMANS EXCEPT AS EXPRESSLY AGREED BY THE PARTIES IN WRITINGWITHOUT ANY REPRESENTATION OR WARRANTY, AND THE TRANSFERRING PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A ANY PARTICULAR PURPOSE, PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS DOES WILL NOT INFRINGE OR VIOLATE ANY PATENT, COPYRIGHT, TRADEMARK, PATENT OR OTHER PROPRIETARY RIGHTS OF A ANY THIRD PARTY. (vi) The Material Receiving Party assumes all liability for damages that may arise from its use, storage or disposal of the Materials. The Transferring Party shall not be liable to the Material Receiving Party for any loss, claim or demand made by the Material Receiving Party, or made against the Material Receiving Party by any Third Party, due to or arising from the use of the Materials, except to the extent such loss, claim or demand is caused by the gross negligence or willful misconduct of the Transferring Party.

Material Transfer. (i) Other than as may be set forth in To facilitate the Development Supply Agreement (as defined in Section 9.1), in order to facilitate activities of the Parties under the Inhaled Plancontemplated by this Agreement, either Party (referred to in this Section 3.5(c6.1(h) as the “"Transferring Party”") may provide to the other Party (referred to in this Section 3.5(c6.1(h) as the “"Material Receiving Party”") certain materials, PRINT Materials, GSK Materials, Research Materials owned by or Research Products Controlled by licensed to the Transferring Party (such materials provided hereunder are referred to, collectively, as “Materials”) for use by the Material Receiving Party in furtherance of its rights and the conduct of its obligations under the Inhaled Plan and, in the event GSK exercises either or both of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable (the “Purpose”)Party. All transfers of such Materials by the Transferring Party to the Material Receiving Party shall will be documented in writing (the “"Transfer Record”) that sets "), which Transfer Record will set forth the type and name of the Material transferred, the amount of the Material transferred, the date of the transfer of such Material and the purpose for which such Material may be used by the Material Receiving Party (the "Purpose"). Such Purpose may be in furtherance of the activities contemplated by this Agreement, in each case only as such activities are licensed and not subject to restrictive covenants under this Agreement, or alternatively such Purpose may be narrower due to restrictions and obligations imposed by Third parties on the use of such Materials. The Parties also agree not to impose any more restrictive uses on the Materials transferred between one another than is necessary to comply with such restrictions and obligations imposed by Third Parties on the use of such Materials. (ii) Except as otherwise provided under this Agreement, all such Materials delivered by the Transferring Party to the Material Receiving Party shall remain the sole property of the Transferring Party, and shall only be used by the Material Receiving Party in furtherance of for the Purpose, and shall be returned to the Transferring Party upon the termination of this Agreement or upon the discontinuation of the use of such Materials (whichever occurs first). The Material Receiving Party shall not cause the Materials to not be used by or by, delivered to or used for the benefit of any Third Party without the prior written consent of the Transferring Party. (iii) At the time the Transferring Party provides Materials to the Material Receiving Party . Further, except as otherwise provided herein and to the extent not separately licensed under this Agreement, the Material Receiving Party shall not use the Materials in research or testing involving human subjects, unless expressly agreed by the Transferring Party hereby grants to in writing and where such research and testing is undertaken in accordance with Applicable Law. In addition, the other Party transfer of any Materials hereunder for use in human subjects may only be done in a non-exclusive license under manner compliant with a duly executed quality agreement between the Patents and Know-How Controlled by it to use such Materials solely for the PurposeParties. (iv) The Parties agree that the exchanged Materials: (A) shall be used in compliance with applicable Laws; (B) shall not be used in animals intended to be kept as domestic pets; (C) shall not be transferred to a Third Party except if this is provided for and is done in accordance with this Agreement; and (D) shall not be reverse engineered or chemically analyzed, except if this is provided for in the applicable Inhaled Plan. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (v) THE MATERIALS SUPPLIED BY THE TRANSFERRING PARTY UNDER THIS SECTION 3.5(c) ARE SUPPLIED “AS IS” AND NOT FOR USE IN HUMANS EXCEPT AS EXPRESSLY AGREED BY THE PARTIES IN WRITING, AND THE TRANSFERRING PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIALS DOES NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY. (viiii) The Material Receiving Party assumes all liability for damages losses that may arise from its use, storage storage, or disposal of the Materials. The Transferring transferring Party shall will not be liable to the Material Receiving Party for any loss, claim loss or demand Claim made by the Material Receiving Party, Party or made against the Material Receiving Party by any Third Party, due to or arising from the use of the Materials, except to the extent such loss, claim or demand is caused when cause by the gross negligence or willful misconduct of the Transferring Party, or as otherwise expressly provided for under this Agreement. (iv) Upon expiration or termination of this Agreement with respect to a particular Target and subject to Section 15.4, the Material Receiving Party will return or destroy (as instructed by the Transferring Party) any proprietary Materials transferred pursuant to this Section 6.1(h) relating to such Target (or all Targets in the event of expiration of the Agreement).

Material Transfer. (ia) Other than as may be set forth in the Development Supply Agreement (as defined in Section 9.1), in order to facilitate activities of the Parties under the Inhaled Plan, either Either Party (referred to in this Section 3.5(c) 2.7.5 as the “Transferring Party”) may may, at its sole discretion and as approved by the JRC, provide to the other Party (referred to in this Section 3.5(c) 2.7.5 as the “Material Receiving Party”) certain materialsbiological materials or compounds, PRINT Materials, GSK Materials, Research Materials or Research Products Controlled including assays and research tools in the possession of and controlled by the Transferring Party (such materials or compounds provided hereunder are referred to, collectively, as “Materials”) for use by the Material Receiving Party in furtherance of its rights and the conduct of its obligations under the Inhaled Plan and, in the event GSK exercises either or both of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable this Agreement (the “Purpose”). All transfers of such Materials by the Transferring Party to the Material Receiving Party shall be documented in writing (the “Transfer Record”) that sets forth the type and name of the Material transferred, the amount of the Material transferred, the date of the transfer of such Material and the Purpose. (iib) Except as otherwise provided under this Agreement, all such Materials delivered by the Transferring Party to the Material Receiving Party shall remain the sole property of the Transferring Party, shall only be used by the Material Receiving Party in furtherance of the Purpose, and shall be returned to the Transferring Party or destroyed upon the termination of this Agreement or upon the discontinuation of the use of such Materials (whichever occurs first). The Material Receiving Party shall not cause the Materials to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the Transferring PartyParty unless such Third Party is a Third Party subcontractor as set forth in Section 2.6 or a Sublicensee pursuant to Section 5.1.5 or Section 5.2.6. (iiic) At the time the Transferring Party provides Materials to the Material Receiving Party as provided herein and to the extent not separately licensed under this Agreement, the Transferring Party hereby grants to the other Party a non-exclusive license under the Patents and Know-How Controlled by it to use such Materials solely for the Purpose, and such license, upon termination of this Agreement, completion of the Purpose, or discontinuation of the use of such Materials (whichever occurs first), shall automatically terminate. (ivd) The Parties agree that the exchanged Materials: : (A1) shall at all times be Manufactured in accordance with all applicable Laws, rules and regulations, in accordance with the terms of this Agreement and any applicable quality agreement or any further supply arrangements entered into by the Parties, and shall conform to any specifications agreed upon between the Parties; (2) shall be used in compliance with applicable Laws; Law; (B3) shall not be used in animals intended to be kept as domestic pets; ; (C4) shall not be transferred to a Third Party except if this is provided for and is done in accordance with this Agreement; and and (D5) shall not be reverse engineered or chemically analyzed, except if this is provided for in the Research Plan or the applicable Inhaled Development Plan. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (ve) THE MATERIALS SUPPLIED BY THE TRANSFERRING PARTY UNDER THIS SECTION 3.5(c) 2.7.5 ARE SUPPLIED “AS IS” AND NOT FOR USE IN HUMANS EXCEPT AS EXPRESSLY AGREED BY THE PARTIES IN WRITING, AND AND, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE TRANSFERRING PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIALS DOES NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY. (vif) The Material Receiving Party assumes all liability for damages that may arise from its use, storage or disposal of the Materials. The Except as otherwise set forth in this Agreement, the Transferring Party shall not be liable to the Material Receiving Party for any loss, claim or demand made by the Material Receiving Party, or made against the Material Receiving Party by any Third Party, due to or arising from the use of the Materials, except to the extent such loss, claim or demand is caused by the gross negligence or willful misconduct of the Transferring Party.

Material Transfer. (i) Other than as may be set forth in the Development Supply Agreement (as defined in Section 9.1), in In order to facilitate activities of the Parties under the Inhaled PlanCollaboration Program, either Party (referred to in this Section 3.5(c) as the “Transferring Party”) may provide to the other Party (referred to in this Section 3.5(c) as the “Material Receiving Party”) certain materials, PRINT Materials, GSK Materials, including Research Materials or Research Products Controlled by the Transferring Party (such materials provided hereunder are referred to, collectively, as “Materials”) for use by the Material Receiving Party in furtherance of its rights and the conduct of its obligations under the Inhaled Plan Collaboration Program and, in the event GSK exercises either or both of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable (the “Purpose”). All transfers of such Materials by the Transferring Party to the Material Receiving Party shall be documented in writing (the “Transfer Record”) in the form attached hereto as Exhibit F that sets forth the type and name of the Material transferred, the amount of the Material transferred, the date of the transfer of such Material and the Purpose. (ii) Except as otherwise provided under this Agreement, all such Materials delivered by the Transferring Party to the Material Receiving Party shall remain the sole property of the Transferring Party, shall only be used by the Material Receiving Party in furtherance of the Purpose, and shall be returned to the Transferring Party upon the termination of this Agreement or upon the discontinuation of the use of such Materials (whichever occurs first). Notwithstanding anything to the contrary herein, Joint Materials will remain jointly owned irrespective of transfer of such Joint Materials between the Parties. The Material Receiving Party shall not cause the Materials to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the Transferring Party. (iii) At the time the Transferring Party provides Materials to the Material Receiving Party as provided herein and to the extent not separately licensed under this Agreement, the Transferring Party hereby grants to the other Party a non-exclusive license under the Patents and Know-How Controlled by it to use such Materials solely for the Purpose. (iv) The Parties agree that the exchanged Materials: (A) shall be used in compliance with applicable Laws; (B) shall not be used in animals intended to be kept as domestic pets; (C) shall not be transferred to a Third Party except if this is provided for and is done in accordance with this Agreement; and (D) shall not be reverse engineered or chemically analyzed, except if this is provided for in the applicable Inhaled Plan. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedCollaboration Program. (v) THE MATERIALS SUPPLIED BY THE TRANSFERRING PARTY UNDER THIS SECTION 3.5(c) ARE SUPPLIED “AS IS” AND NOT FOR USE IN HUMANS EXCEPT AS EXPRESSLY AGREED BY THE PARTIES IN WRITING, AND THE TRANSFERRING PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIALS DOES NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY. (vi) The Material Receiving Party assumes all liability for damages that may arise from its use, storage or disposal of the Materials. The Transferring Party shall not be liable to the Material Receiving Party for any loss, claim or demand made by the Material Receiving Party, or made against the Material Receiving Party by any Third Party, due to or arising from the use of the Materials, except to the extent such loss, claim or demand is caused by the gross negligence or willful misconduct of the Transferring Party.

Material Transfer. (ia) Other than as In addition to Compounds which may be set forth in the Development Supply Agreement (as defined in provided by EPIZYME to GSK pursuant to Section 9.12.3.4(a)(ii), in order to facilitate activities of the Parties under the Inhaled Planin connection with this Agreement, either Party (referred to in this Section 3.5(c) 2.7.5 as the “Transferring Party”) may may, at its sole discretion, provide to the other Party (referred to in this Section 3.5(c) 2.7.5 as the “Material Receiving Party”) certain materialsbiological materials or compounds, PRINT Materials, GSK Materials, Research Materials or Research Products including assays and research tools Controlled by the Transferring Party (such materials or compounds provided hereunder are referred to, collectively, as “Materials”) for use by the Material Receiving Party in furtherance of its rights and the conduct of its obligations under the Inhaled Plan and, in the event GSK exercises either or both of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable this Agreement (the “Purpose”). All transfers of such Materials by the Transferring Party to the Material Receiving Party shall be documented in writing (the “Transfer Record”) that sets forth the type and name of the Material transferred, the amount of the Material transferred, the date of the transfer of such Material and the Purpose. (iib) Except as otherwise provided under this Agreement, all such Materials delivered by the Transferring Party to the Material Receiving Party shall remain the sole property of the Transferring Party, shall only be used by the Material Receiving Party in furtherance of the Purpose, and shall be returned to the Transferring Party upon the termination of this Agreement or upon the discontinuation of the use of such Materials (whichever occurs first). The Material Receiving Party shall not cause the Materials to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the Transferring Party. (iiic) At the time the Transferring Party provides Materials to the Material Receiving Party as provided herein and to the extent not separately licensed under this Agreement, the Transferring Party hereby grants to the other Party a non-exclusive license under the Patents and Know-How Controlled by it to use such Materials solely for the Purpose. (ivd) The Parties agree that the exchanged Materials: : (A1) shall at all times be manufactured in accordance with all applicable laws, rules and regulations, in accordance with the terms of this Agreement and any applicable quality agreement or any further supply arrangements entered into by the Parties, and shall conform to any specifications agreed upon between the Parties; (2) shall be used in compliance with applicable Laws; Law; (B3) shall not be used in animals intended to be kept as domestic pets; ; (C4) shall not be transferred to a Third Party except if this is provided for and is done in accordance with this Agreement; and and (D5) shall not be reverse engineered or chemically analyzed, except if this is provided for in the applicable Inhaled Research Plan. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (ve) THE MATERIALS SUPPLIED BY THE TRANSFERRING PARTY UNDER THIS SECTION 3.5(c) 2.7.5 ARE SUPPLIED “AS IS” AND NOT FOR USE IN HUMANS EXCEPT AS EXPRESSLY AGREED BY THE PARTIES IN WRITING, AND THE TRANSFERRING PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIALS DOES NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY. (vif) The Material Receiving Party assumes all liability for damages that may arise from its use, storage or disposal of the Materials. The Transferring Party shall not be liable to the Material Receiving Party for any loss, claim or demand made by the Material Receiving Party, or made against the Material Receiving Party by any Third Party, due to or arising from the use of the Materials, except to the extent such loss, claim or demand is caused by the gross negligence or willful misconduct of the Transferring Party.

Material Transfer. (i) Other than as may be set forth in the Development Supply Agreement (as defined in Section 9.1), in In order to facilitate activities the performance of the Parties under the Inhaled Planresearch and development activities, either Party (referred to in this Section 3.5(c) as the “Transferring Party”) may provide to the other Party certain biological materials or chemical compounds including, but not limited to Collaboration Compounds, receptors, reagents and screens (referred to in this Section 3.5(c) as the “Material Receiving Party”) certain materials, PRINT Materials, GSK Materials, Research Materials or Research Products Controlled by the Transferring Party (such materials provided hereunder are referred to, collectively, as “Materials”) owned by or licensed to the supplying Party (other than under this Agreement) for use by the Material Receiving other Party in furtherance of its rights and such activities, subject to a separate global Material Transfer Agreement if desired by the conduct of its obligations under the Inhaled Plan andsupplying Party, in the event GSK exercises either or both of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable (the “Purpose”). All transfers of such Materials a form to be mutually agreed by the Transferring Party to the Material Receiving Party shall be documented in writing (the “Transfer Record”) that sets forth the type and name of the Material transferred, the amount of the Material transferred, the date of the transfer of such Material and the Purpose. (ii) Parties. Except as otherwise provided under this Agreement, all such Materials delivered by the Transferring Party to the Material Receiving other Party shall remain the sole property of the Transferring supplying Party, shall only be used by the Material Receiving Party only in furtherance of research and development activities under this Agreement in accordance with the PurposeResearch and Development Plan and any Semi-Annual R&D Plan, and shall be returned to maintained solely under the Transferring Party upon the termination of this Agreement or upon the discontinuation control of the use of such Materials (whichever occurs first). The Material Receiving Party other Party, shall not cause the Materials to be used by 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 Transferring supplying Party. (iii) At the time the Transferring Party provides Materials to the Material Receiving Party as provided herein , and to the extent not separately licensed under this Agreement, the Transferring Party hereby grants to the other Party a non-exclusive license under the Patents and Know-How Controlled by it to use such Materials solely for the Purpose. (iv) The Parties agree that the exchanged Materials: (A) shall be used in compliance with applicable Laws; (B) shall not be used in animals intended to be kept as domestic pets; (C) shall not be transferred to a Third Party research or testing involving human subjects except if this is provided for in strict compliance with the Research and is done in accordance with this Agreement; and (D) shall not be reverse engineered Development Plan or chemically analyzed, except if this is provided for in the applicable Inhaled any Semi-Annual R&D Plan. Confidential treatment has been requested The Materials supplied under this Section 2.11 shall be used with respect to portions prudence and appropriate caution in any experimental work, since not all of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934their characteristics may be known. SUBJECT TO SECTIONS 12.1 AND 12.2 HEREOF, as amended. (v) THE MATERIALS SUPPLIED BY THE TRANSFERRING PARTY UNDER THIS SECTION 3.5(c) ARE SUPPLIED PROVIDED “AS IS” AND NOT FOR USE IN HUMANS EXCEPT AS EXPRESSLY AGREED BY THE PARTIES IN WRITINGWITHOUT ANY REPRESENTATION OR WARRANTY, AND THE TRANSFERRING PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A ANY PARTICULAR PURPOSE, PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS DOES WILL NOT INFRINGE OR VIOLATE ANY PATENT, COPYRIGHT, TRADEMARK, PATENT OR OTHER PROPRIETARY RIGHTS OF A ANY THIRD PARTY. (vi) The Material Receiving Party assumes all liability for damages that may arise from its use, storage or disposal of the Materials. The Transferring Party shall not be liable to the Material Receiving Party for any loss, claim or demand made by the Material Receiving Party, or made against the Material Receiving Party by any Third Party, due to or arising from the use of the Materials, except to the extent such loss, claim or demand is caused by the gross negligence or willful misconduct of the Transferring Party.

Material Transfer. (i) Other than as may be set forth in the Development Supply Agreement (as defined in Section 9.1), in In order to facilitate activities of the Parties under the Inhaled PlanCollaboration, either Party (referred to in this Section 3.5(c) as the “Transferring Party”) party may provide to the other Party (referred to in this Section 3.5(c) as the “Material Receiving Party”) party certain materials, PRINT Materials, GSK Materials, Research Program Materials or Research Products and Background Materials Controlled by the Transferring Party supplying party (such materials provided hereunder are referred to, collectively, as “Materials”other than under this Agreement) for use by the Material Receiving Party other party in furtherance of its rights the Collaboration. All such Program Materials shall be considered the Confidential Information of both parties and shall be subject to the conduct of its obligations under restrictions in Article 13. All Background Materials shall be considered the Inhaled Plan and, in the event GSK exercises either or both Confidential Information of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable (the “Purpose”). All transfers of such Materials by the Transferring Party supplying party and shall be subject to the Material Receiving Party shall be documented restrictions in writing (the “Transfer Record”) that sets forth the type and name of the Material transferred, the amount of the Material transferred, the date of the transfer of such Material and the Purpose. (ii) Article 13. Except as otherwise provided under this Agreement, all such Program Materials and Background Materials delivered by the Transferring Party to the Material Receiving Party other party shall remain the sole property of the Transferring Partysupplying party, shall only be used by the Material Receiving Party only in furtherance of the Purpose, Collaboration and shall be returned to solely under the Transferring Party upon the termination of this Agreement or upon the discontinuation control of the use of such Materials (whichever occurs first). The Material Receiving Party other party and its Affiliates, shall not cause the Materials to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the Transferring Party. (iii) At the time the Transferring Party provides Materials to the Material Receiving Party as provided herein supplying party and to the extent not separately licensed under this Agreement, the Transferring Party hereby grants to the other Party a non-exclusive license under the Patents and Know-How Controlled by it to use such Materials solely for the Purpose. (iv) The Parties agree that the exchanged Materials: (A) shall be used in compliance with applicable Laws; (B) shall not be used in animals intended to research or testing involving human subjects. The Program Materials and Background Materials supplied under this Section 2.7 must be kept as domestic pets; (C) shall used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be transferred to a Third Party except if this is provided for and is done in accordance with this Agreement; and (D) shall not be reverse engineered or chemically analyzed, except if this is provided for in the applicable Inhaled Planknown. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (v) THE PROGRAM MATERIALS SUPPLIED BY THE TRANSFERRING PARTY UNDER THIS SECTION 3.5(c) AND BACKGROUND MATERIALS ARE SUPPLIED “PROVIDED "AS IS” " AND NOT FOR USE IN HUMANS EXCEPT AS EXPRESSLY AGREED BY THE PARTIES IN WRITINGWITHOUT ANY REPRESENTATION OR WARRANTY, AND THE TRANSFERRING PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A ANY PARTICULAR PURPOSE, PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS DOES WILL NOT INFRINGE OR VIOLATE ANY PATENT, COPYRIGHT, TRADEMARK, PATENT OR OTHER PROPRIETARY RIGHTS OF A ANY THIRD PARTY. (vi) The Material Receiving Party assumes all liability for damages that may arise from its use, storage or disposal of the Materials. The Transferring Party shall not be liable to the Material Receiving Party for any loss, claim or demand made by the Material Receiving Party, or made against the Material Receiving Party by any Third Party, due to or arising from the use of the Materials, except to the extent such loss, claim or demand is caused by the gross negligence or willful misconduct of the Transferring Party.

Material Transfer. (i) Other than as may be set forth in To facilitate the Preclinical Research or any Development Supply Agreement (as defined in Section 9.1), in order to facilitate activities of the Parties under the Inhaled Planhereunder, either Party may (referred and following identification of a Licensed Product, CytomX shall, with respect to in this Section 3.5(cany materials produced or held on behalf of CytomX pursuant to the Work Plan related to such Licensed Product) as the “Transferring Party”) may provide to the other Party certain materials (referred including biological materials or chemical compounds, or cell lines to in this Section 3.5(c) as the “Material Receiving Party”) certain materialsproduce Products), PRINT Materials, GSK Materials, Research Materials or Research Products Controlled by such Party for use by the Transferring other Party in furtherance of the other Party’s Preclinical Research obligations or any Development activities under this Agreement (such materials provided hereunder are referred to, collectively, as “Materials”) for use by the Material Receiving Party in furtherance of its rights and the conduct of its obligations under the Inhaled Plan and, in the event GSK exercises either or both of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable (the “Purpose”). All transfers of such The Materials by the Transferring Party to the Material Receiving Party shall be documented in writing (the “Transfer Record”) that sets forth the type and name of the Material transferredany case include, at Regeneron’s request, the amount of the Material transferred, the date of the transfer of such Material and the Purpose. (ii) items set forth on Exhibit F. Except as otherwise expressly provided under this Agreement, all such Materials delivered by the Transferring Party to the Material Receiving other Party shall remain the sole property of the Transferring supplying Party, and the receiving Party shall only ensure that such Materials shall be used by the Material Receiving Party only in furtherance of the Purposeexercise of rights or performance of obligations under this Agreement and in accordance with this Agreement, shall be used solely under the Control of the other Party and shall be returned to the Transferring Party upon the termination of this Agreement or upon the discontinuation of the use of such Materials (whichever occurs first). The Material Receiving Party shall not cause the Materials to be used by 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 Transferring supplying Party. (iii) At the time the Transferring Party provides Materials to the Material Receiving Party as provided herein , and to the extent shall not separately licensed under this Agreementbe used in research or testing involving human subjects, the Transferring Party hereby grants to the other Party a non-exclusive license under the Patents in each case unless otherwise specifically contemplated hereunder), and Know-How Controlled by it to use such Materials solely for the Purpose. (iv) The Parties agree that the exchanged Materials: (A) shall will be used in compliance with all applicable Laws; . Delivery of the Materials shall be FCA (Bat the location specified by the supplying Party) shall not be used in animals intended Incoterms 2020, with the costs of shipping and insurance to be kept as domestic pets; (C) shall borne by the shipping Party. The provision of Materials to the receiving Party hereunder does not be transferred to a Third grant such Party except if this is provided for and is done any rights other than those specifically granted in accordance with this Agreement; and (D) shall not be reverse engineered or chemically analyzed. Except as expressly set forth herein, except if this is provided for in the applicable Inhaled Plan. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (v) THE MATERIALS SUPPLIED BY THE TRANSFERRING PARTY UNDER THIS SECTION 3.5(c) ARE SUPPLIED “AS IS” AND NOT FOR USE IN HUMANS EXCEPT AS EXPRESSLY AGREED BY THE PARTIES IN WRITINGPROVIDED WITHOUT ANY REPRESENTATION OR WARRANTY, AND THE TRANSFERRING PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A ANY PARTICULAR PURPOSE, PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS DOES WILL NOT INFRINGE OR VIOLATE ANY PATENT, COPYRIGHT, TRADEMARK, PATENT OR OTHER PROPRIETARY RIGHTS OF A ANY THIRD PARTY, EXCEPT AS SET FORTH IN ARTICLE 9. (vi) The Material Receiving Party assumes all liability for damages that may arise from its use, storage or disposal of the Materials. The Transferring Party shall not be liable to the Material Receiving Party for any loss, claim or demand made by the Material Receiving Party, or made against the Material Receiving Party by any Third Party, due to or arising from the use of the Materials, except to the extent such loss, claim or demand is caused by the gross negligence or willful misconduct of the Transferring Party.

Material Transfer. (i) Other than as may be set forth in the Development Supply Agreement (as defined in Section 9.1), in In order to facilitate activities of the Parties under the Inhaled PlanResearch Program, either Party (referred to in this Section 3.5(c) as the “Transferring Party”) may provide to the other Party (referred to in this Section 3.5(c) as the “Material Receiving Party”) certain materials, PRINT Materials, GSK Materials, Research Program Materials or Research Products and Background Materials Controlled by the Transferring supplying Party (such materials provided hereunder are referred to, collectively, as “Materials”other than under this Agreement) for use by the Material Receiving other Party in furtherance of its rights the Research Program. All such Program Materials shall be considered the Confidential Information of both Parties and shall be subject to the conduct of its obligations under restrictions in Article 10. All Background Materials shall be considered the Inhaled Plan and, in the event GSK exercises either or both Confidential Information of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable (the “Purpose”). All transfers of such Materials by the Transferring supplying Party and shall be subject to the Material Receiving Party shall be documented restrictions in writing (the “Transfer Record”) that sets forth the type and name of the Material transferred, the amount of the Material transferred, the date of the transfer of such Material and the Purpose. (ii) Article 10. Except as otherwise provided under this Agreement, all such Program Materials and Background Materials delivered by the Transferring Party to the Material Receiving other Party shall remain the sole property of the Transferring supplying Party, shall only be used by the Material Receiving Party only in furtherance of the Purpose, Research Program and shall be returned to solely under the Transferring Party upon the termination of this Agreement or upon the discontinuation control of the use of such Materials (whichever occurs first). The Material Receiving other Party and its Affiliates, shall not cause the Materials to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the Transferring Party. (iii) At the time the Transferring supplying Party provides Materials to the Material Receiving Party as provided herein and to the extent not separately licensed under this Agreement, the Transferring Party hereby grants to the other Party a non-exclusive license under the Patents and Know-How Controlled by it to use such Materials solely for the Purpose. (iv) The Parties agree that the exchanged Materials: (A) shall be used in compliance with applicable Laws; (B) shall not be used in animals intended to research or testing involving human subjects. The Program Materials and Background Materials supplied under this Section 2.12 must be kept as domestic pets; (C) shall used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be transferred to a Third Party except if this is provided for and is done in accordance with this Agreement; and (D) shall not be reverse engineered or chemically analyzed, except if this is provided for in the applicable Inhaled Planknown. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (v) THE PROGRAM MATERIALS SUPPLIED BY THE TRANSFERRING PARTY UNDER THIS SECTION 3.5(c) AND BACKGROUND MATERIALS ARE SUPPLIED PROVIDED “AS IS” AND NOT FOR USE IN HUMANS EXCEPT AS EXPRESSLY AGREED BY THE PARTIES IN WRITINGWITHOUT ANY REPRESENTATION OR WARRANTY, AND THE TRANSFERRING PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A ANY PARTICULAR PURPOSE, PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS DOES WILL NOT INFRINGE OR VIOLATE ANY PATENT, COPYRIGHT, TRADEMARK, PATENT OR OTHER PROPRIETARY RIGHTS OF A ANY THIRD PARTY. (vi) The Material Receiving Party assumes all liability for damages that may arise from its use, storage or disposal of the Materials. The Transferring Party shall not be liable to the Material Receiving Party for any loss, claim or demand made by the Material Receiving Party, or made against the Material Receiving Party by any Third Party, due to or arising from the use of the Materials, except to the extent such loss, claim or demand is caused by the gross negligence or willful misconduct of the Transferring Party.

Material Transfer. (i) Other than as may be set forth in To facilitate the Development Supply Agreement (as defined in Section 9.1), in order to facilitate activities of the Parties under the Inhaled PlanPreclinical Development, either Party (referred to in this Section 3.5(c) as the “Transferring Party”) may provide to the other Party certain materials (referred including biological materials or chemical compounds), owned by or licensed to in this Section 3.5(c) as the “Material Receiving Party”) certain materials, PRINT Materials, GSK Materials, Research Materials or Research Products Controlled supplying Party for use by the Transferring other Party in furtherance of Preclinical Development (such materials provided hereunder are referred to, collectively, as “Materials”) for use by the Material Receiving Party in furtherance of its rights and the conduct of its obligations under the Inhaled Plan and, in the event GSK exercises either or both of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable (the “Purpose”). All transfers of such Materials by the Transferring Party to the Material Receiving Party shall be documented in writing (the “Transfer Record”) that sets forth the type and name of the Material transferred, the amount of the Material transferred, the date of the transfer of such Material and the Purpose. (ii) Except as otherwise expressly provided under this Agreement, all such Materials delivered by the Transferring Party to the Material Receiving other Party shall remain the sole property of the Transferring supplying Party, shall only be used by the Material Receiving Party only in furtherance of the Purpose, and shall be returned to the Transferring Party upon the termination exercise of rights or performance of obligations under this Agreement or upon and in accordance with this Agreement and solely under the discontinuation control of the use of such Materials (whichever occurs first). The Material Receiving Party other Party, shall not cause the Materials to be used by 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 Transferring supplying Party. (iii) At the time the Transferring Party provides Materials to the Material Receiving Party as provided herein , and to the extent shall not separately licensed under this Agreementbe used in research or testing involving human subjects or in animals intended for food use, the Transferring Party hereby grants to the other Party a non-exclusive license under the Patents in each case unless otherwise specifically contemplated hereunder), and Know-How Controlled by it to use such Materials solely for the Purpose. (iv) The Parties agree that the exchanged Materials: (A) shall will be used in compliance with all applicable Laws; (B) shall . The provision of Materials to the receiving Party hereunder does not be used grant such Party any rights other than those specifically granted in animals intended to be kept as domestic pets; (C) shall not be transferred to a Third Party except if this is provided for and is done in accordance with this Agreement; and . Delivery of the Materials shall be FCA (Dthe supplying Party’s facilities) Incoterms 2010. The receiving Party shall not be reverse engineered or chemically analyzedbear all responsibility for the shipped Materials thereafter, except if this is provided for in the applicable Inhaled Plan. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]. 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 3.5 are supplied “as is” and such confidential portions have been deleted must be used with prudence and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 appropriate caution in any experimental work, since not all of the Securities Exchange Act of 1934their characteristics may be known. Except as expressly set forth herein, as amended. (v) THE MATERIALS SUPPLIED BY THE TRANSFERRING PARTY UNDER THIS SECTION 3.5(c) ARE SUPPLIED “AS IS” AND NOT FOR USE IN HUMANS EXCEPT AS EXPRESSLY AGREED BY THE PARTIES IN WRITINGWITHOUT ANY REPRESENTATION OR WARRANTY, AND THE TRANSFERRING PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A ANY PARTICULAR PURPOSE, PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS DOES WILL NOT INFRINGE OR VIOLATE ANY PATENT, COPYRIGHT, TRADEMARK, PATENT OR OTHER PROPRIETARY RIGHTS OF A 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 (vithat shall include the type of material, quantity, shipping date and any other relevant details) The Material Receiving Party assumes all liability for damages that may arise on a Calendar Quarter-by-Calendar Quarter basis setting forth the Materials provided to/from its use, storage or disposal of the Materials. The Transferring Party shall not be liable to the Material Receiving Party for any loss, claim or demand made by the Material Receiving each Party, or made against which document shall be signed by an authorized representative of each Party. For clarity, this Section 3.5 shall apply during the Material Receiving Party by Preclinical Development Term only, after which the Parties will enter into an appropriate material transfer agreement with respect to any Third Party, due to or arising from the use transfer of the Materials, except which agreement will be subject to this Agreement and will be interpreted consistent with the extent such loss, claim or demand is caused by the gross negligence or willful misconduct of the Transferring Partyterms hereof.

Material Transfer. (i) Other than as may be set forth in To facilitate the Development Supply Agreement (as defined in Section 9.1), in order to facilitate activities of the Parties under the Inhaled PlanPreclinical Research & Development, either Party (referred to in this Section 3.5(c) as the “Transferring Party”) may provide to the other Party (referred certain biological materials or chemical compounds, owned by or licensed to in this Section 3.5(c) as the “Material Receiving Party”) certain materials, PRINT Materials, GSK Materials, Research Materials or Research Products Controlled supplying Party for use by the Transferring other Party in furtherance of Preclinical Research & Development (such materials or compounds provided hereunder are referred to, collectively, as “Materials”) for use by the Material Receiving Party in furtherance of its rights and the conduct of its obligations under the Inhaled Plan and, in the event GSK exercises either or both of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable (the “Purpose”). All transfers of such Materials by the Transferring Party to the Material Receiving Party shall be documented in writing (the “Transfer Record”) that sets forth the type and name of the Material transferred, the amount of the Material transferred, the date of the transfer of such Material and the Purpose. (ii) Except as otherwise expressly provided under this Agreement, all such Materials delivered by the Transferring Party to the Material Receiving other Party shall remain the sole property of the Transferring supplying Party, shall only be used by the Material Receiving Party only in furtherance of the Purpose, and shall be returned to the Transferring Party upon the termination exercise of rights or performance of obligations under this Agreement or upon and in accordance with this Agreement and solely under the discontinuation control of the use of such Materials (whichever occurs first). The Material Receiving Party other Party, shall not cause the Materials to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the Transferring supplying Party. (iii) At the time the Transferring Party provides Materials to the Material Receiving Party as provided herein , and to the extent shall not separately licensed under this Agreementbe used in research or testing involving human subjects or in animals intended for food use, the Transferring Party hereby grants to the other Party a non-exclusive license under the Patents in each case unless otherwise specifically contemplated hereunder), and Know-How Controlled by it to use such Materials solely for the Purpose. (iv) The Parties agree that the exchanged Materials: (A) shall will be used in compliance with all applicable LawsLaw. 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; (Bb) shall not be used in animals intended to be kept as domestic pets; (C) shall not be transferred to a Third promptly notify the supplying Party except if this is provided for and is done in accordance with this Agreementwhen the Materials have been received; and (Dc) 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 not be reverse engineered or chemically analyzed, except if this is provided responsible for in the applicable Inhaled Plan. Confidential treatment has been requested import clearance (including preparing any necessary documentation with respect to portions 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 agreement Section 3.5 are supplied “as indicated by “[***]is” and such confidential portions have been deleted must be used with prudence and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 appropriate caution in any experimental work, since not all of the Securities Exchange Act of 1934their characteristics may be known. Except as expressly set forth herein, as amended. (v) THE MATERIALS SUPPLIED BY THE TRANSFERRING PARTY UNDER THIS SECTION 3.5(c) ARE SUPPLIED “AS IS” AND NOT FOR USE IN HUMANS EXCEPT AS EXPRESSLY AGREED BY THE PARTIES IN WRITINGWITHOUT ANY REPRESENTATION OR WARRANTY, AND THE TRANSFERRING PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A ANY PARTICULAR PURPOSE, PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS DOES WILL NOT INFRINGE OR VIOLATE ANY PATENT, COPYRIGHT, TRADEMARK, PATENT OR OTHER PROPRIETARY RIGHTS OF A ANY THIRD PARTY. (vi) The Material Receiving Party assumes all liability for damages that may arise from its use, storage or disposal of . During the Materials. The Transferring Party shall not be liable to the Material Receiving Party Preclinical R&D Term for any lossCollaboration Program, claim or demand made by for record-keeping purposes, the Material Receiving 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, or made against which document shall be signed by an authorized representative of each Party. For clarity, this Section 3.5 shall apply during the Material Receiving Party by applicable Preclinical R&D Term only, after which the Parties will enter into an appropriate material transfer agreement with respect to any Third Party, due to or arising from the use transfer of the Materials, except which agreement will be subject to this Agreement and will be interpreted consistent with the extent such loss, claim or demand is caused by the gross negligence or willful misconduct of the Transferring Partyterms hereof.

Material Transfer. (ia) Other than as may be set forth in To facilitate the Development Supply Agreement (as defined in Section 9.1), in order to facilitate activities of the Parties under the Inhaled Plancontemplated by this Agreement, either Party (referred to in this Section 3.5(c) 3.7 as the “Transferring Party”) may provide to the other Party (referred to in this Section 3.5(c) 3.7 as the “Material Receiving Party”) certain biological materials, PRINT Materialschemical compounds, GSK Materialsin vivo models, Research Materials cell-based assays or Research Products Controlled research tools owned by or licensed to the Transferring Party (such materials or compounds provided hereunder are referred to, collectively, as “Materials”) for use by the Material Receiving Party in furtherance of its rights and the conduct of its obligations under the Inhaled Plan and, in the event GSK exercises either or both of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable (the “Purpose”)Party. All transfers of such Materials by the Transferring Party to the Material Receiving Party shall be documented in writing (the “Transfer Record”) that sets ), which Transfer Record shall set forth the type and name of the Material transferred, the amount of the Material transferred, the date of the transfer of such Material and the Purposepurpose(s) for which such Material may be used by the Material Receiving Party (the “Purposes”). Such Purposes may be in furtherance of the activities contemplated by this Agreement, in each case only as such activities are licensed and not subject to restrictive covenants under this Agreement, or alternatively such Purposes may be narrower due to restrictions and obligations imposed by Third Parties on the use of such Materials. The Parties also agree not to impose any more restrictive uses on the Materials transferred between one another than is necessary to comply with such restrictions and obligations imposed by Third Parties on the use of such Materials. (iib) Except as otherwise provided under this Agreement, all such Materials delivered by the Transferring Party to the Material Receiving Party shall remain the sole property of the Transferring Party, and shall only be used by the Material Receiving Party in furtherance of for the Purpose, and shall be returned to the Transferring Party upon the termination of this Agreement or upon the discontinuation of the use of such Materials (whichever occurs first)Purposes. The Material Receiving Party shall not cause the Materials to be used by or by, delivered to or used for the benefit of any Third Party without the prior written consent of the Transferring Party. (iii) At ; provided, that without limiting the time foregoing, Company may not transfer or otherwise provide to any Third Party any Collaboration Molecule or Collaboration Product without obtaining the Transferring Party provides Materials to prior written consent of the JSC. Further, the Material Receiving Party as provided herein and to shall not use the extent not separately licensed under this AgreementMaterials in research or testing involving human subjects, unless expressly agreed by the Transferring Party hereby grants to in writing and where such research and testing is undertaken in accordance with Applicable Law. In addition, the other Party transfer of any Materials hereunder for use in human subjects may only be done in a non-exclusive license under manner compliant with a duly executed quality agreement between the Patents and Know-How Controlled by it to use such Materials solely for the PurposeParties. (ivc) The Parties agree that Other than as set forth in Sections 7.1 and 7.2, no licenses are granted between the exchanged Materials: (A) shall be used Parties, including in compliance with applicable Laws; (B) shall not be used in animals intended to be kept as domestic pets; (C) shall not be transferred to a Third Party except if this is provided for and is done in accordance with this Agreement; and (D) shall not be reverse engineered or chemically analyzed, except if this is provided for in the applicable Inhaled Plan. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedMaterials or their use. (v) THE MATERIALS SUPPLIED BY THE TRANSFERRING PARTY UNDER THIS SECTION 3.5(c) ARE SUPPLIED “AS IS” AND NOT FOR USE IN HUMANS EXCEPT AS EXPRESSLY AGREED BY THE PARTIES IN WRITING, AND THE TRANSFERRING PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIALS DOES NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY. (vid) The Material Receiving Party assumes all liability for damages that Losses which may arise from its use, storage or disposal of the Materials. The Transferring Party shall not be liable to the Material Receiving Party for any loss, claim Loss or demand Claim made by the Material Receiving Party, or made against the Material Receiving Party by any Third Party, due to or arising from the use of the Materials, except to the extent such loss, claim or demand is when caused by the gross negligence or willful misconduct of the Transferring Party, or as otherwise expressly provided for under this Agreement.

Material Transfer. (ia) Other than as may be set forth in the Development Supply Agreement (as defined in Section 9.1), in order to facilitate activities of the Parties under the Inhaled Plan, either Either Party (referred to in this Section 3.5(c) 2.12.5 as the “Transferring Party”) may may, at its sole discretion and as approved by the JRC, provide to the other Party (referred to in this Section 3.5(c) 2.12.5 as the “Material Receiving Party”) certain materialsbiological materials or compounds, PRINT Materials, GSK Materials, Research Materials or Research Products Controlled including assays and research tools in the possession of and controlled by the Transferring Party (such materials or compounds provided hereunder are referred to, collectively, as “Materials”) for use by the Material Receiving Party in furtherance of its rights and the conduct of its obligations under the Inhaled Plan and, in the event GSK exercises either or both of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable this Agreement (the “Purpose”). All transfers of such Materials by the Transferring Party to the Material Receiving Party shall be documented in writing (the “Transfer Record”) that sets forth the type and name of the Material transferred, the amount of the Material transferred, the date of the transfer of such Material and the Purpose. (iib) Except as otherwise provided under this Agreement, all such Materials delivered by the Transferring Party to the Material Receiving Party shall remain the sole property of the Transferring Party, shall only be used by the Material Receiving Party in furtherance of the Purpose, and shall be returned to the Transferring Party or destroyed upon the termination of this Agreement or upon the discontinuation of the use of such Materials (whichever occurs first). The Material Receiving Party shall not cause the Materials to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the Transferring PartyParty unless such Third Party is a Third Party subcontractor as set forth in Section 2.11 or a Sublicensee pursuant to Section 5.1.6 or Section 5.2.6. (iiic) At the time the Transferring Party provides Materials to the Material Receiving Party as provided herein and to the extent not separately licensed under this Agreement, the Transferring Party hereby grants to the other Party a non-exclusive license under the Patents and Know-How Controlled by it to use such Materials solely for the Purpose, and such license, upon termination of this Agreement, completion of the Purpose, or discontinuation of the use of such Materials (whichever occurs first), shall automatically terminate. (ivd) The Parties agree that the exchanged Materials: : (A1) shall at all times be Manufactured in accordance with all applicable Laws, rules and regulations, in accordance with the terms of this Agreement and any applicable quality agreement or any further supply arrangements entered into by the Parties, and shall conform to any specifications agreed upon between the Parties; (2) shall be used in compliance with applicable Laws; Law; (B3) shall not be used in animals intended to be kept as domestic pets; ; (C4) shall not be transferred to a Third Party except if this is provided for and is done in accordance with this Agreement; and and (D5) shall not be reverse engineered or chemically analyzed, except if this is provided for in the Research Plan or the applicable Inhaled Development Plan. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (ve) THE MATERIALS SUPPLIED BY THE TRANSFERRING PARTY UNDER THIS SECTION 3.5(c) 2.12.5 ARE SUPPLIED “AS IS” AND NOT FOR USE IN HUMANS EXCEPT AS EXPRESSLY AGREED BY THE PARTIES IN WRITING, AND AND, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE TRANSFERRING PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIALS DOES NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY. (vif) The Material Receiving Party assumes all liability for damages that may arise from its use, storage or disposal of the Materials. The Except as otherwise set forth in this Agreement, the Transferring Party shall not be liable to the Material Receiving Party for any loss, claim or demand made by the Material Receiving Party, or made against the Material Receiving Party by any Third Party, due to or arising from the use of the Materials, except to the extent such loss, claim or demand is caused by the gross negligence or willful misconduct of the Transferring Party.

Material Transfer. (i) Other than as may be set forth in To facilitate the Parties’ Development Supply Agreement (as defined in Section 9.1), in order to facilitate or Commercialization activities of the Parties under the Inhaled Planhereunder, either Party (referred to in this Section 3.5(c) as the “Transferring Party”) may provide to the other Party certain materials (referred including chemical compounds), owned by or licensed to in this Section 3.5(c) as the “Material Receiving Party”) certain materials, PRINT Materials, GSK Materials, Research Materials or Research Products Controlled such Party for use by the Transferring other Party in furtherance of the other Party’s Development or Commercialization activities under this Agreement (such materials provided hereunder are referred to, collectively, as “Materials”) for use by the Material Receiving Party in furtherance of its rights and the conduct of its obligations under the Inhaled Plan and, in the event GSK exercises either or both of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable (the “Purpose”). All transfers of such Materials by are deemed to be the Transferring Party to the Material Receiving Party shall be documented in writing (the “Transfer Record”) that sets forth the type and name Confidential Information of the Material transferredParty supplying such Materials, and such Party is deemed to be the amount of the Material transferred, the date of the transfer of such Material and the Purpose. (ii) Disclosing Party thereof. Except as otherwise expressly provided under this Agreement, all such Materials delivered by the Transferring Party to the Material Receiving other Party shall remain the sole property of the Transferring supplying Party, and the receiving Party shall only ensure that such Materials shall be used by the Material Receiving Party only in furtherance of the Purposeexercise of rights or performance of obligations under this Agreement and in accordance with this Agreement, shall be used solely under the control of the other Party and shall be returned to the Transferring Party upon the termination of this Agreement or upon the discontinuation of the use of such Materials (whichever occurs first). The Material Receiving Party shall not cause the Materials to be used by 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 Transferring supplying Party. (iii) At the time the Transferring Party provides Materials to the Material Receiving Party as provided herein , and to the extent shall not separately licensed under this Agreementbe used in research or testing involving human subjects, the Transferring Party hereby grants to the other Party a non-exclusive license under the Patents in each case unless otherwise specifically contemplated hereunder, and Know-How Controlled by it to use such Materials solely for the Purpose. (iv) The Parties agree that the exchanged Materials: (A) shall will be used in compliance with all applicable Laws; (B) shall . The provision of Materials to the receiving Party hereunder does not be used grant such Party any rights other than those specifically granted in animals intended to be kept as domestic pets; (C) shall not be transferred to a Third Party except if this is provided for and is done in accordance with this Agreement; and (D) . Delivery of the Materials shall not be reverse engineered or chemically analyzed, except if this is provided for in the applicable Inhaled Plan. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]. 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 3.2 are supplied “as is” and such confidential portions have been deleted must be used with prudence and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 appropriate caution in any experimental work, since not all of the Securities Exchange Act of 1934their characteristics may be known. Except as expressly set forth herein, as amended. (v) THE MATERIALS SUPPLIED BY THE TRANSFERRING PARTY UNDER THIS SECTION 3.5(c) ARE SUPPLIED “AS IS” AND NOT FOR USE IN HUMANS EXCEPT AS EXPRESSLY AGREED BY THE PARTIES IN WRITINGPROVIDED WITHOUT ANY REPRESENTATION OR WARRANTY, AND THE TRANSFERRING PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A ANY PARTICULAR PURPOSE, PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS DOES WILL NOT INFRINGE OR VIOLATE ANY PATENT, COPYRIGHT, TRADEMARK, PATENT OR OTHER PROPRIETARY RIGHTS OF A ANY THIRD PARTY. , EXCEPT AS SET FORTH IN ARTICLE 9. For record-keeping purposes, the Parties shall compile a list (vithat shall include the type of material, quantity, shipping date and any other relevant details) The Material Receiving Party assumes all liability for damages that may arise on a Calendar Quarter-by-Calendar Quarter basis setting forth the Materials provided to/from its use, storage or disposal of the Materials. The Transferring Party shall not be liable to the Material Receiving Party for any loss, claim or demand made by the Material Receiving each Party, or made against the Material Receiving Party which document shall be signed by any Third Party, due to or arising from the use an authorized representative of the Materials, except to the extent such loss, claim or demand is caused by the gross negligence or willful misconduct of the Transferring each Party.

Material Transfer. (i) Other than as may be set forth in To facilitate the Development Supply Agreement (as defined in Section 9.1), in order to facilitate activities of the Parties under the Inhaled PlanPreclinical Research & Development, either Party (referred to in this Section 3.5(c) as the “Transferring Party”) may provide to the other Party (referred certain biological materials or chemical compounds, owned by or licensed to in this Section 3.5(c) as the “Material Receiving Party”) certain materials, PRINT Materials, GSK Materials, Research Materials or Research Products Controlled supplying Party for use by the Transferring other Party in furtherance of Preclinical Research & Development (such materials or compounds provided hereunder are referred to, collectively, as “Materials”) for use by the Material Receiving Party in furtherance of its rights and the conduct of its obligations under the Inhaled Plan and, in the event GSK exercises either or both of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable (the “Purpose”). All transfers of such Materials by the Transferring Party to the Material Receiving Party shall be documented in writing (the “Transfer Record”) that sets forth the type and name of the Material transferred, the amount of the Material transferred, the date of the transfer of such Material and the Purpose. (ii) Except as otherwise expressly provided under this Agreement, all such Materials delivered by the Transferring Party to the Material Receiving other Party shall remain the sole property of the Transferring supplying Party, shall only be used by the Material Receiving Party only in furtherance of the Purpose, and shall be returned to the Transferring Party upon the termination exercise of rights or performance of obligations under this Agreement or upon and in accordance with this Agreement and solely under the discontinuation control of the use of such Materials (whichever occurs first). The Material Receiving Party other Party, shall not cause the Materials to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the Transferring supplying Party. (iii) At the time the Transferring Party provides Materials to the Material Receiving Party as provided herein , and to the extent shall not separately licensed under this Agreementbe used in research or testing involving human subjects or in animals intended for food use, the Transferring Party hereby grants to the other Party a non-exclusive license under the Patents in each case unless otherwise specifically contemplated hereunder), and Know-How Controlled by it to use such Materials solely for the Purpose. (iv) The Parties agree that the exchanged Materials: (A) shall will be used in compliance with all applicable LawsLaw. 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; (Bb) shall not be used in animals intended to be kept as domestic pets; (C) shall not be transferred to a Third promptly notify the supplying Party except if this is provided for and is done in accordance with this Agreementwhen the Materials have been received; and (Dc) 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 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 reverse engineered or chemically analyzedknown. Except as expressly set forth herein, except if THE MATERIALS ARE WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING 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 is provided for in Section 3.5 shall apply during the applicable Inhaled Plan. Confidential treatment has been requested Preclinical R&D Term only, after which the Parties will enter into an appropriate material transfer agreement with respect to portions any transfer of Materials, which agreement will be subject to this agreement Agreement and will be interpreted consistent with the terms hereof. ______________ Certain confidential information has been omitted from this document, as indicated by the notation “[***]” and such ”. The omitted information has been filed on a confidential portions have been deleted and filed separately basis with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendeda request for confidential treatment. (v) THE MATERIALS SUPPLIED BY THE TRANSFERRING PARTY UNDER THIS SECTION 3.5(c) ARE SUPPLIED “AS IS” AND NOT FOR USE IN HUMANS EXCEPT AS EXPRESSLY AGREED BY THE PARTIES IN WRITING, AND THE TRANSFERRING PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIALS DOES NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY. (vi) The Material Receiving Party assumes all liability for damages that may arise from its use, storage or disposal of the Materials. The Transferring Party shall not be liable to the Material Receiving Party for any loss, claim or demand made by the Material Receiving Party, or made against the Material Receiving Party by any Third Party, due to or arising from the use of the Materials, except to the extent such loss, claim or demand is caused by the gross negligence or willful misconduct of the Transferring Party.

Material Transfer. (i) Other than as may be set forth in the Development Supply Agreement (as defined in Section 9.1), in In order to facilitate activities of the Parties under the Inhaled PlanCollaboration, either Party (referred to in this Section 3.5(c) as the “Transferring Party”) party may provide to the other Party (referred to in this Section 3.5(c) as the “Material Receiving Party”) party certain materials, PRINT Materials, GSK Materials, Research Program Materials or Research Products and Background Materials Controlled by the Transferring Party supplying party (such materials provided hereunder are referred to, collectively, as “Materials”other than under this Agreement) for use by the Material Receiving Party other party in furtherance of its rights the Collaboration. All such Program Materials shall be considered the Confidential Information of both parties and shall be subject to the conduct of its obligations under restrictions in Article 12. All Background Materials shall be considered the Inhaled Plan and, in the event GSK exercises either or both Confidential Information of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable (the “Purpose”). All transfers of such Materials by the Transferring Party supplying party and shall be subject to the Material Receiving Party shall be documented restrictions in writing (the “Transfer Record”) that sets forth the type and name of the Material transferred, the amount of the Material transferred, the date of the transfer of such Material and the Purpose. (ii) Article 12. Except as otherwise provided under this Agreement, all such Program Materials and Background Materials delivered by the Transferring Party to the Material Receiving Party other party shall remain the sole property of the Transferring Partysupplying party, shall only be used by the Material Receiving Party only in furtherance of the Purpose, Collaboration and shall be returned to solely under the Transferring Party upon the termination of this Agreement or upon the discontinuation control of the use of such Materials (whichever occurs first). The Material Receiving Party other party and its Affiliates, shall not cause the Materials to be used by or delivered to or for the benefit of any Third Party without the prior written consent of the Transferring Party. (iii) At the time the Transferring Party provides Materials to the Material Receiving Party as provided herein supplying party and to the extent not separately licensed under this Agreement, the Transferring Party hereby grants to the other Party a non-exclusive license under the Patents and Know-How Controlled by it to use such Materials solely for the Purpose. (iv) The Parties agree that the exchanged Materials: (A) shall be used in compliance with applicable Laws; (B) shall not be used in animals intended to research or testing involving human subjects. The Program Materials and Background Materials supplied under this Section 2.7 must be kept as domestic pets; (C) shall used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be transferred to a Third Party except if this is provided for and is done in accordance with this Agreement; and (D) shall not be reverse engineered or chemically analyzed, except if this is provided for in the applicable Inhaled Planknown. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (v) THE PROGRAM MATERIALS SUPPLIED BY THE TRANSFERRING PARTY UNDER THIS SECTION 3.5(c) AND BACKGROUND MATERIALS ARE SUPPLIED PROVIDED “AS IS” AND NOT FOR USE IN HUMANS EXCEPT AS EXPRESSLY AGREED BY THE PARTIES IN WRITINGWITHOUT ANY REPRESENTATION OR WARRANTY, AND THE TRANSFERRING PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A ANY PARTICULAR PURPOSE, PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS DOES WILL NOT INFRINGE OR VIOLATE ANY PATENT, COPYRIGHT, TRADEMARK, PATENT OR OTHER PROPRIETARY RIGHTS OF A ANY THIRD PARTY. (vi) The Material Receiving Party assumes all liability for damages that may arise from its use, storage or disposal of the Materials. The Transferring Party shall not be liable to the Material Receiving Party for any loss, claim or demand made by the Material Receiving Party, or made against the Material Receiving Party by any Third Party, due to or arising from the use of the Materials, except to the extent such loss, claim or demand is caused by the gross negligence or willful misconduct of the Transferring Party.

Material Transfer. (i) Other than as may be set forth in To facilitate the Preclinical Research or any regulatory, Development Supply Agreement (as defined in Section 9.1), in order to facilitate or Commercialization activities of the Parties under the Inhaled Planhereunder, either Party may (referred and at Astellas’s reasonable request and cost following identification of an applicable clinical development candidate, CytomX shall, with respect to in this Section 3.5(cany 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) as the “Transferring Party”) may provide to the other Party certain materials (referred including biological materials or chemical compounds, or cell lines to in this Section 3.5(c) as the “Material Receiving Party”) certain materialsproduce Products), PRINT Materials, GSK Materials, Research Materials owned by or Research Products Controlled licensed to such Party for use by the Transferring other Party in furtherance of the other Party’s Preclinical Research obligations or any regulatory, Development or Commercialization activities under this Agreement (such materials provided hereunder are referred to, collectively, as “Materials”) for use by the Material Receiving Party in furtherance of its rights and the conduct of its obligations under the Inhaled Plan and, in the event GSK exercises either or both of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable (the “Purpose”). All transfers of such The Materials by the Transferring Party to the Material Receiving Party shall be documented in writing (the “Transfer Record”) that sets forth the type and name of the Material transferredany case include, at Astellas’s request, the amount items set forth on Appendix C of the Material transferred, the date of the transfer of such Material and the Purpose. (ii) Exhibit B. Except as otherwise expressly provided under this Agreement, all such Materials delivered by the Transferring Party to the Material Receiving other Party shall remain the sole property of the Transferring supplying Party, and the receiving Party shall only ensure that such Materials shall be used by the Material Receiving Party only in furtherance of the Purposeexercise of rights or performance of obligations under this Agreement and in accordance with this Agreement, shall be used solely under the control of the other Party and shall be returned to the Transferring Party upon the termination of this Agreement or upon the discontinuation of the use of such Materials (whichever occurs first). The Material Receiving Party shall not cause the Materials to be used by 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 Transferring supplying Party. (iii) At the time the Transferring Party provides Materials to the Material Receiving Party as provided herein , and to the extent shall not separately licensed under this Agreementbe used in research or testing involving human subjects, the Transferring Party hereby grants to the other Party a non-exclusive license under the Patents in each case unless otherwise specifically contemplated hereunder), and Know-How Controlled by it to use such Materials solely for the Purpose. (iv) The Parties agree that the exchanged Materials: (A) shall 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; (Bb) shall not be used in animals intended to be kept as domestic pets; (C) shall not be transferred to a Third notify the supplying Party except if this is provided for and is done in accordance with this Agreementwhen the Materials have been received; and (Dc) 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 not be reverse engineered or chemically analyzed, except if this is provided responsible for in the applicable Inhaled Plan. Confidential treatment has been requested import clearance (including preparing any necessary documentation with respect to portions 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 agreement Section 3.5 are supplied “as indicated by “[***]is” and such confidential portions have been deleted must be used with prudence and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 appropriate caution in any experimental work, since not all of the Securities Exchange Act of 1934their characteristics may be known. Except as expressly set forth herein, as amended. (v) THE MATERIALS SUPPLIED BY THE TRANSFERRING PARTY UNDER THIS SECTION 3.5(c) ARE SUPPLIED “AS IS” AND NOT FOR USE IN HUMANS EXCEPT AS EXPRESSLY AGREED BY THE PARTIES IN WRITINGPROVIDED WITHOUT ANY REPRESENTATION OR WARRANTY, AND THE TRANSFERRING PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A ANY PARTICULAR PURPOSE, PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS DOES WILL NOT INFRINGE OR VIOLATE ANY PATENT, COPYRIGHT, TRADEMARK, PATENT OR OTHER PROPRIETARY RIGHTS OF A ANY THIRD PARTY. , EXCEPT AS SET FORTH IN ARTICLE 9. For record-keeping purposes, the Parties shall compile a list (vithat shall include the type of material, quantity, shipping date and any other relevant details) The Material Receiving Party assumes all liability for damages that may arise on a [***]-by-[***] basis setting forth the Materials provided to/from its use, storage or disposal of the Materials. The Transferring Party shall not be liable to the Material Receiving Party for any loss, claim or demand made by the Material Receiving each Party, or made against the Material Receiving Party which document shall be signed by any Third Party, due to or arising from the use an authorized representative of the Materials, except to the extent such loss, claim or demand is caused by the gross negligence or willful misconduct of the Transferring each Party.

Material Transfer. (i) Other than as may be set forth in the Development Supply Agreement (as defined in Section 9.1), in In order to facilitate activities of the Parties under the Inhaled PlanCollaboration Program, either Party (referred to in this Section 3.5(c) as the “Transferring Party”) may provide to the other Party (referred to in this Section 3.5(c) as the “Material Receiving Party”) certain materials, PRINT Materials, GSK Materials, including Research Materials or Research Products Controlled by the Transferring Party (such materials provided hereunder are referred to, collectively, as “Materials”) for use by the Material Receiving Party in furtherance of its rights and the conduct of its obligations under the Inhaled Plan Collaboration Program and, in the event GSK exercises either or both of the Liquidia Respiratory Option or Inhaled Option, in furtherance of its rights under the Liquidia Respiratory License or Inhaled License, as applicable (the “Purpose”). All transfers of such Materials by the Transferring Party to the Material Receiving Party shall be documented in writing (the “Transfer Record”) in the form attached hereto as Exhibit F that sets forth the type and name of the Material transferred, the amount of the Material transferred, the date of the transfer of such Material and the Purpose. (ii) Except as otherwise provided under this Agreement, all such Materials delivered by the Transferring Party to the Material Receiving Party shall remain the sole property of the Transferring Party, shall only be used by the Material Receiving Party in furtherance of the Purpose, and shall be returned to the Transferring Party upon the termination of this Agreement or upon the discontinuation of the use of such Materials (whichever occurs first). Notwithstanding anything to the contrary herein, Joint Materials will remain jointly owned irrespective of transfer of such Joint Materials between the Parties. The Material Receiving Party shall not cause the Materials to be used by or delivered to Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended or for the benefit of any Third Party without the prior written consent of the Transferring Party. (iii) At the time the Transferring Party provides Materials to the Material Receiving Party as provided herein and to the extent not separately licensed under this Agreement, the Transferring Party hereby grants to the other Party a non-exclusive license under the Patents and Know-How Controlled by it to use such Materials solely for the Purpose. (iv) The Parties agree that the exchanged Materials: (A) shall be used in compliance with applicable Laws; (B) shall not be used in animals intended to be kept as domestic pets; (C) shall not be transferred to a Third Party except if this is provided for and is done in accordance with this Agreement; and (D) shall not be reverse engineered or chemically analyzed, except if this is provided for in the applicable Inhaled Plan. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedCollaboration Program. (v) THE MATERIALS SUPPLIED BY THE TRANSFERRING PARTY UNDER THIS SECTION 3.5(c) ARE SUPPLIED “AS IS” AND NOT FOR USE IN HUMANS EXCEPT AS EXPRESSLY AGREED BY THE PARTIES IN WRITING, AND THE TRANSFERRING PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIALS DOES NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY. (vi) The Material Receiving Party assumes all liability for damages that may arise from its use, storage or disposal of the Materials. The Transferring Party shall not be liable to the Material Receiving Party for any loss, claim or demand made by the Material Receiving Party, or made against the Material Receiving Party by any Third Party, due to or arising from the use of the Materials, except to the extent such loss, claim or demand is caused by the gross negligence or willful misconduct of the Transferring Party.