Common use of Material Transfer Clause in Contracts

Material Transfer. 2.1 During the course of the Project, APN will transfer to AbbVie and Lundbeck their selected [***] APN Compounds as standards and precursors and as set forth in Appendix II in such amounts as are necessary to conduct the Project. 2.2 Lundbeck and AbbVie agree to use the APN Compounds and the Compound Information, as defined in Appendix I, solely for the purpose of conducting the Project. 2.3 Lundbeck and AbbVie agree to not reverse engineer the APN Compounds or undertake any additional analyses thereof, chemical or biological, including, without limitation, any attempt to determine the composition, formula, structure or properties of APN Compounds, without the express written permission of APN, except as required for a Party to fulfill its obligations under this Agreement. 2.4 Except as set forth under Section 6.4 of this Agreement, Lundbeck and AbbVie agree to not further give, transfer, or distribute the APN Compounds and the Compound Information to any third party without APN’s prior written consent. Subject to the provisions set forth in Section 10 hereto, the Party engaging a subcontractor shall be permitted to share the APN Compounds solely for the purpose of performing the Work Plan. 2.5 In the event that a Party’s work under the Project does not proceed to Stage 2, pursuant to Section 5.6, and upon completion of the Project or termination of this Agreement pursuant to Section 7.1, whichever is sooner, Lundbeck and AbbVie shall discontinue the use of APN Compounds and shall destroy or return to APN, at APN’s sole discretion and costs, all the remaining APN Compounds. Upon APN’s request, Lundbeck and AbbVie shall provide written documentation of such destruction of all applicable APN Compounds to APN. 2.6 The APN Compounds delivered pursuant to the Project are understood to be experimental in nature and may have hazardous properties. As of the Effective Date of this Agreement, APN has no knowledge of any such hazardous effects. APN shall supply to Lundbeck and AbbVie pertinent records, safety data and information in its possession regarding the APN Compounds. The Parties will handle the APN Compounds accordingly and will inform each other in writing, pursuant to Section 15 (“Notices”), of any adverse effects experienced by persons handling the APN Compounds. 2.7 Except as set forth in Section 18 (“Indemnification”), Lundbeck and AbbVie each assume all liability for damages which may arise from their respective use, storage or disposal of APN Compounds. Except as set forth in Section 18 (“Indemnification”), APN will not be liable for any loss, claim, or demand made by Lundbeck or AbbVie, or made against Lundbeck or AbbVie by any third party, due to or arising from the use of APN Compounds by Lundbeck or AbbVie, except to the extent permitted by law when caused by the gross negligence or willful misconduct of APN.

Material Transfer. 2.1 During Any Program Materials useful or necessary for the R&D Program that are first derived or obtained in the course of the Project, APN will transfer to AbbVie Collaboration and Lundbeck their selected [***] APN Compounds as standards and precursors and as set forth in Appendix II in such amounts as that are necessary to conduct the Project. 2.2 Lundbeck and AbbVie agree to use the APN Compounds and the Compound Informationspecific, as defined opposed to being of general applicability, to a Collaboration Target or a Program Antibody shall be delivered and assigned from XOMA to Takeda in Appendix Iaccordance with the Research Plan or otherwise upon Takeda’s request. Such Program Materials shall become Takeda’s sole property but, solely if applicable, subject to the Pre-existing Obligations. For the avoidance of doubt, notwithstanding anything herein to the contrary, such Program Materials shall include any and all Program Antibodies themselves (including any rights and interests in a Master Cell Bank established therefor), which shall consequently be delivered and assigned from XOMA to Takeda as described above. Any and all Program Materials useful or necessary for the purpose R&D Program that are first derived or obtained in the course of conducting the Project. 2.3 Lundbeck Collaboration and AbbVie agree that are of general applicability, as opposed to being specific, to a Collaboration Target or a Program Antibody shall also be delivered (but shall not reverse engineer the APN Compounds or undertake any additional analyses thereof, chemical or biological, including, without limitation, any attempt be assigned) from XOMA to determine the composition, formula, structure or properties of APN Compounds, without the express written permission of APN, except as required Takeda for a Party to fulfill its obligations use permitted under this Agreement, regardless of the ownership thereof (which shall be as determined under Section 9.1.2 hereof), provided, that XOMA may retain such quantities of such Program Materials as are reasonably necessary for use by XOMA in accordance with Section 9.1. 2.4 Except as set forth under Section 6.4 of this Agreement, Lundbeck and AbbVie agree to not further give, transfer, or distribute the APN Compounds and the Compound Information to any third party without APN’s prior written consent. Subject to the provisions set forth in Section 10 hereto, the Party engaging a subcontractor shall be permitted to share the APN Compounds solely for the purpose of performing the Work Plan. 2.5 In the event that a Party’s work under the Project does not proceed to Stage 2, pursuant to Section 5.6, and upon completion of the Project or termination of this Agreement pursuant to Section 7.1, whichever is sooner, Lundbeck and AbbVie shall discontinue the use of APN Compounds and shall destroy or return to APN, at APN’s sole discretion and costs, all the remaining APN Compounds. Upon APN’s request, Lundbeck and AbbVie shall provide written documentation of such destruction of all applicable APN Compounds to APN. 2.6 The APN Compounds delivered pursuant to the Project are understood to be experimental in nature and may have hazardous properties. As of the Effective Date of this Agreement, APN has no knowledge of any such hazardous effects. APN shall supply to Lundbeck and AbbVie pertinent records, safety data and information in its possession regarding the APN Compounds3.1. The Parties will handle use Commercially Reasonable and Diligent Efforts to specify in the APN Compounds accordingly and will inform applicable R&D Plan the quantities of such Program Materials to be so retained by XOMA, recognizing that the Parties’ primary objective with respect to such Program Materials in the context of such R&D Plan shall be to meet Takeda’s requirements with respect thereto. Furthermore, in order to facilitate the Collaboration, either Party may provide to the other Party certain Program Materials not derived or obtained during the course of Collaboration for use by the other Party in furtherance of the Collaboration. The Parties hereto shall cooperate with each other for proper identification and maintenance of the Program Materials provided hereunder by providing the receiving Party with certificate(s) of analysis, where applicable, and keeping records of exchange and, where feasible, using the same identification code(s). All such Program Materials shall be considered the Confidential Information of both Parties and shall be subject to the restrictions in writing, pursuant to Section 15 (“Notices”), of any adverse effects experienced by persons handling the APN Compounds. 2.7 Except as set forth in Section 18 (“Indemnification”), Lundbeck and AbbVie each assume all liability for damages which may arise from their respective use, storage or disposal of APN CompoundsArticle 10. Except as set forth otherwise provided under this Agreement or in Section 18 (“Indemnification”accordance with the applicable Plan(s), APN will all such Program Materials delivered to the other Party voluntarily shall remain the sole property of the supplying Party, shall be used only in furtherance of the Collaboration and solely under the control of the other Party and its Affiliates, shall not be liable for any loss, claim, used or demand made by Lundbeck or AbbVie, or made against Lundbeck or AbbVie by any third party, due delivered to or arising from for the use benefit of APN Compounds by Lundbeck any Third Party without the prior written consent of the supplying Party and shall not be used in research or AbbVietesting involving human subjects, in each case except as may be provided in the applicable R&D Plan. The Program Materials supplied under this Section 2.6 must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may be known. THE PROGRAM MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY. The Party providing the Program Materials shall disclose to the extent permitted by law when caused by other Party such information as is in the gross negligence Providing Party’s possession and can reasonably be disclosed regarding such Program Materials including, where feasible, its identity, scientific nature, safety, safe handling, related patents or willful misconduct any other proprietary rights of APNa Third Party that are known to the providing Party.

Material Transfer. 2.1 During the course 4.1 Within thirty (30) days after receipt of the Projectfirst annual fee payment pursuant to Section 3.1, APN will transfer Prothena shall deliver to AbbVie and Lundbeck their selected Roche the following Licensed Know-How: [***] APN Compounds as standards and precursors any relevant technical information to assist Roche [***]. Roche shall disclose to Prothena any results from [***] conducted by or on behalf of Roche and as set forth in Appendix II in Prothena may use such amounts as are necessary to conduct the Projectinformation for any and all purposes. 2.2 Lundbeck and AbbVie agree to use the APN Compounds and the Compound Information4.2 The [***], as defined in Appendix Iwell as any and all [***] (collectively the “Materials”) are proprietary and belong to, and are solely owned by, Prothena. Roche agrees that the Materials shall only be used within the Field (the “Purpose”) and for no other purpose. Roche shall not transfer any Materials to any Third Party without the prior written approval of Prothena. Information related to the Materials are the Confidential Information of Prothena. 4.3 Roche hereby covenants that it shall not attempt to [***] of Materials and agrees not to make derivatives or modifications of the Materials except as needed for the purpose of conducting Purpose. Roche acknowledges that the ProjectMaterials have not been approved for human use and agrees that the Materials will not be administered to humans. Roche will comply with all applicable laws and regulations relating to the Materials. 2.3 Lundbeck and AbbVie agree to not reverse engineer 4.4 THE MATERIALS ARE EXPERIMENTAL IN NATURE AND THE MATERIALS AND INFORMATION RELATING THERETO ARE PROVIDED “AS IS” AND WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND WARRANTY OF NON-INFRINGEMENT OF ANY PROPRIETARY RIGHT OF A THIRD PARTY. Notwithstanding the APN Compounds or undertake any additional analyses thereofforegoing, chemical or biological, including, without limitation, any attempt to determine the composition, formula, structure or properties of APN Compounds, without the express written permission of APN, except as required for a Party to fulfill its obligations under this Agreement. 2.4 Except as set forth under Section 6.4 of this Agreement, Lundbeck and AbbVie agree to not further give, transfer, or distribute the APN Compounds and the Compound Information to any third party without APN’s prior written consent. Subject to the provisions set forth in Section 10 hereto, the Party engaging a subcontractor shall be permitted to share the APN Compounds solely for the purpose of performing the Work Plan. 2.5 In the event that a Party’s work under the Project does Materials delivered to Roche are defective or not proceed in accordance with the agreed quality, Prothena agrees to Stage 2, pursuant to Section 5.6, and upon completion provide [***] on request by Roche. 4.5 Roche agrees that any use of the Project Materials by, through or termination on behalf of Roche for any purpose other than the Purpose or not otherwise authorized under this Agreement or the Collaboration Agreement will be deemed to be a material breach of this Agreement (“Material Breach”). All [***] Certain information in this document has been excluded pursuant to Section 7.1Regulation S-K, whichever Item 601(b)(10). Such excluded information is soonernot material and would likely cause competitive harm to the registrant if publicly disclosed. information, Lundbeck inventions, improvements, and AbbVie discoveries, whether or not patentable, conceived, reduced to practice, made, observed or developed by or on behalf of Roche, solely or jointly with others, as a result of a Material Breach, together with any intellectual property rights therein (“Material Breach IP”) shall discontinue be owned solely and exclusively by Prothena. The Material Breach IP shall be the use Confidential Information of APN Compounds Prothena. Roche shall promptly and shall destroy fully disclose all Material Breach IP to Prothena, whether or return not patentable. Roche shall, and hereby does, assign to APNProthena, without further consideration, all of Roche’s right, title and interest in and to all Material Breach IP. Upon Prothena’s request and at APNProthena’s sole discretion expense, Roche shall cause its employees and costs, agents to perform all the remaining APN Compounds. Upon APN’s request, Lundbeck and AbbVie shall provide written documentation of such destruction of all applicable APN Compounds acts necessary to APNreasonably assist Prothena in perfecting its rights in Material Breach IP. 2.6 The APN Compounds delivered pursuant to the Project are understood to be experimental in nature and may have hazardous properties. As of the Effective Date of this Agreement, APN has no knowledge of any such hazardous effects. APN shall supply to Lundbeck and AbbVie pertinent records, safety data and information in its possession regarding the APN Compounds. The Parties will handle the APN Compounds accordingly and will inform each other in writing, pursuant to Section 15 (“Notices”), of any adverse effects experienced by persons handling the APN Compounds. 2.7 Except as set forth in Section 18 (“Indemnification”), Lundbeck and AbbVie each assume all liability for damages which may arise from their respective use, storage or disposal of APN Compounds. Except as set forth in Section 18 (“Indemnification”), APN will not be liable for any loss, claim, or demand made by Lundbeck or AbbVie, or made against Lundbeck or AbbVie by any third party, due to or arising from the use of APN Compounds by Lundbeck or AbbVie, except to the extent permitted by law when caused by the gross negligence or willful misconduct of APN.

Material Transfer. 2.1 During Pursuant to the course research activities under this AGREEMENT, MASCOMA and DARTMOUTH may from time to time transfer research materials to the other party (“Materials”). Such Materials, including unmodified descendents from the Materials (“Progeny”) and unmodified functional subunits or expression products of the ProjectMaterials (“Unmodified Derivatives”), APN will transfer to AbbVie and Lundbeck their selected shall remain the property of the party transferring the Materials. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] APN Compounds as standards and precursors and as set forth in Appendix II in such amounts as are necessary to conduct the Project. 2.2 Lundbeck and AbbVie agree to use the APN Compounds and the Compound Information, as defined in Appendix I, solely DENOTES OMISSIONS. Materials shall be used only for the purpose purposes of conducting the Project. 2.3 Lundbeck PROJECT, in a safe manner and AbbVie agree in compliance with applicable law. Materials shall be treated as Confidential pursuant to Article XII of this AGREEMENT and shall not reverse engineer be provided to any person not associated with . DARTMOUTH or MASCOMA or to any person not under the APN Compounds or undertake any additional analyses thereof, chemical or biological, including, without limitation, any attempt to determine supervision of the composition, formula, structure or properties of APN Compoundsrespective parties, without the express written permission of APN, except as required for a Party to fulfill its obligations under this Agreement. 2.4 Except as set forth under Section 6.4 of this Agreement, Lundbeck and AbbVie agree to not further give, transfer, or distribute the APN Compounds and the Compound Information to any third party without APN’s prior written consentconsent of MASCOMA or DARTMOUTH, as the case may be. Subject MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR THAT USE OF MATERIALS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTS, AND THE PROVIDING PARTY WILL HAVE NO OTHER LIABILITY IN CONNECTION WITH THEIR RESPECTIVE MATERIALS. If the research involving Materials results in an invention, such invention shall be subject to the provisions set forth in Section 10 hereto, the Party engaging a subcontractor shall be permitted to share the APN Compounds solely for the purpose of performing the Work Plan. 2.5 In the event that a Party’s work under the Project does not proceed to Stage 2, pursuant to Section 5.6, and upon completion of the Project or termination Article XIII of this Agreement pursuant to Section 7.1, whichever is sooner, Lundbeck and AbbVie shall discontinue the use of APN Compounds and shall destroy or return to APN, at APN’s sole discretion and costs, all the remaining APN Compounds. Upon APN’s request, Lundbeck and AbbVie shall provide written documentation of such destruction of all applicable APN Compounds to APNAGREEMENT. 2.6 The APN Compounds delivered pursuant to the Project are understood to be experimental in nature and may have hazardous properties. As of the Effective Date of this Agreement, APN has no knowledge of any such hazardous effects. APN shall supply to Lundbeck and AbbVie pertinent records, safety data and information in its possession regarding the APN Compounds. The Parties will handle the APN Compounds accordingly and will inform each other in writing, pursuant to Section 15 (“Notices”), of any adverse effects experienced by persons handling the APN Compounds. 2.7 Except as set forth in Section 18 (“Indemnification”), Lundbeck and AbbVie each assume all liability for damages which may arise from their respective use, storage or disposal of APN Compounds. Except as set forth in Section 18 (“Indemnification”), APN will not be liable for any loss, claim, or demand made by Lundbeck or AbbVie, or made against Lundbeck or AbbVie by any third party, due to or arising from the use of APN Compounds by Lundbeck or AbbVie, except to the extent permitted by law when caused by the gross negligence or willful misconduct of APN.

Material Transfer. 2.1 During Pursuant to the course research activities under this AGREEMENT, MASCOMA and DARTMOUTH may from time to time transfer research materials to the other party (“Materials”). Such Materials, including unmodified descendents from the Materials (“Progeny”) and unmodified functional subunits or expression products of the ProjectMaterials (“Unmodified Derivatives”), APN will transfer to AbbVie and Lundbeck their selected shall remain the property of the party transferring the Materials. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] APN Compounds as standards and precursors and as set forth in Appendix II in such amounts as are necessary to conduct the Project. 2.2 Lundbeck and AbbVie agree to use the APN Compounds and the Compound Information, as defined in Appendix I, solely DENOTES OMISSIONS. Materials shall be used only for the purpose purposes of conducting the Project. 2.3 Lundbeck PROJECT, in a safe manner and AbbVie agree in compliance with applicable law. Materials shall be treated as Confidential pursuant to Article XII of this AGREEMENT and shall not reverse engineer be provided to any person not associated with DARTMOUTH or MASCOMA or to any person not under the APN Compounds or undertake any additional analyses thereof, chemical or biological, including, without limitation, any attempt to determine supervision of the composition, formula, structure or properties of APN Compoundsrespective parties, without the express written permission of APN, except as required for a Party to fulfill its obligations under this Agreement. 2.4 Except as set forth under Section 6.4 of this Agreement, Lundbeck and AbbVie agree to not further give, transfer, or distribute the APN Compounds and the Compound Information to any third party without APN’s prior written consentconsent of MASCOMA or DARTMOUTH, as the case may be. Subject MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR THAT USE OF MATERIALS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTS, AND THE PROVIDING PARTY WILL HAVE NO OTHER LIABILITY IN CONNECTION WITH THEIR RESPECTIVE MATERIALS. If the research involving Materials results in an invention, such invention shall be subject to the provisions set forth in Section 10 hereto, the Party engaging a subcontractor shall be permitted to share the APN Compounds solely for the purpose of performing the Work Plan. 2.5 In the event that a Party’s work under the Project does not proceed to Stage 2, pursuant to Section 5.6, and upon completion of the Project or termination Article XIII of this Agreement pursuant to Section 7.1, whichever is sooner, Lundbeck and AbbVie shall discontinue the use of APN Compounds and shall destroy or return to APN, at APN’s sole discretion and costs, all the remaining APN Compounds. Upon APN’s request, Lundbeck and AbbVie shall provide written documentation of such destruction of all applicable APN Compounds to APNAGREEMENT. 2.6 The APN Compounds delivered pursuant to the Project are understood to be experimental in nature and may have hazardous properties. As of the Effective Date of this Agreement, APN has no knowledge of any such hazardous effects. APN shall supply to Lundbeck and AbbVie pertinent records, safety data and information in its possession regarding the APN Compounds. The Parties will handle the APN Compounds accordingly and will inform each other in writing, pursuant to Section 15 (“Notices”), of any adverse effects experienced by persons handling the APN Compounds. 2.7 Except as set forth in Section 18 (“Indemnification”), Lundbeck and AbbVie each assume all liability for damages which may arise from their respective use, storage or disposal of APN Compounds. Except as set forth in Section 18 (“Indemnification”), APN will not be liable for any loss, claim, or demand made by Lundbeck or AbbVie, or made against Lundbeck or AbbVie by any third party, due to or arising from the use of APN Compounds by Lundbeck or AbbVie, except to the extent permitted by law when caused by the gross negligence or willful misconduct of APN.