Common use of Materials Transfer Clause in Contracts

Materials Transfer. In furtherance of R&D Program activities, each Party may provide to the other Party chemical compounds or biological materials Controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which such other Party is responsible. Except as otherwise expressly provided under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, and will be used in compliance with all applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the Development activities contemplated by this Agreement, each either Party may provide to the other Party certain biological materials or chemical compounds or biological materials Controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which furtherance of such other Party is responsibleDevelopment activities. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in furtherance of the Development activities conducted in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party Party, except to subcontractors, without the prior written consent of the supplying Party, and will be used in compliance with all applicable Applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the Development activities contemplated by this Agreement, each either Party may provide to the other Party certain biological materials or chemical compounds or biological materials Controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which furtherance of such other Party is responsibleDevelopment activities. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in furtherance of the Development activities conducted in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party Party, except for subcontractors, without the prior written consent of the supplying Party, and will be used in compliance with all applicable Applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the clinical trials and other development work contemplated by this Agreement, each either Party may provide to the other Party certain biological materials or chemical compounds (other than Compound or biological materials Product) Controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which furtherance of such clinical trials or other Party is responsibledevelopment work. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party. The receiving Party shall: (a) only use such Materials in furtherance of the clinical trials and other development work for which it is the Responsible Party under a Development Plan, will be used only in accordance with the R&D Plan and the terms and conditions of this Agreement, will (b) not be used use or delivered deliver any Materials to or for the benefit of any Third Party Party, except for subcontractors pursuant to Section 3.8, without the prior written consent of the supplying Party, and will be used (c) use the Materials in compliance with all applicable Applicable Laws. The Parties shall use the Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as otherwise expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the Development or regulatory activities contemplated by this Agreement, each either Party may provide to the other Party certain biological materials or chemical compounds or biological materials Controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which furtherance of such other Party is responsibleDevelopment activities. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in furtherance of the Development activities conducted in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party Party, except for Service Providers pursuant to Section 4.4 or, in the case of Sanofi only, sublicensees, without the prior written consent of the supplying Party, and will be used in compliance with all applicable Applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this AgreementEXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR THE SUPPLY AGREEMENT, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the Research Program, each Party either party may provide to the other Party party certain biological materials or chemical compounds or biological materials Controlled by the supplying Party party, including, but not limited to, compounds from the MX90745 Series or analogs, homologs, derivatives or isomers thereof (collectively, the “Materials”) for use by the other Party party in conducting furtherance of the R&D Program activities for which such other Party is responsibleResearch Program. Except as otherwise expressly provided under this Agreement, all such Materials delivered to the other Party party will remain the sole property of the supplying Partyparty, will be used only in furtherance of the Research Program in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, and will be used in compliance with all applicable Lawslaws, rules and regulations. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreementherein, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesPreclinical Assessment, each Party may provide to the other Party chemical compounds or biological materials Controlled controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities Preclinical Assessment for which such other Party is responsible. Except as otherwise expressly provided under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in accordance with the R&D Plan Preclinical Assessment and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, and will be used in compliance with all applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the Development and Manufacturing activities contemplated by this Agreement, each Party Cue may provide to the other Party LGC certain biological materials or chemical compounds or biological materials Controlled by the supplying Party Cue (collectively, the “Materials”) for use by the other Party LGC in conducting the R&D Program furtherance of activities for which such other Party is responsibleunder a Research Plan, Development Plan or Commercialization Plan. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of Cue. LGC shall use such Materials only in furtherance of the supplying Partyactivities under the applicable Research Plan, will be used only Development Plan or Commercialization Plan conducted in accordance with the R&D Plan and the terms and conditions of this Agreement, and the Materials will not be used or delivered for any other purpose, or to or for the benefit of any Third Party Party, except for Sublicensees and subcontractors, CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH PORTIONS. ASTERISKS DENOTE OMISSIONS. without the prior written consent of the supplying PartyCue, and will be used in compliance with all applicable Applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTYPURPOSE.

Materials Transfer. In furtherance of R&D Program activitiesconnection with a Project, each Party a party may provide to the other Party party certain biological or chemical compounds or biological materials Controlled by the supplying Party materials, including, but not limited to, Client Materials and Delivered Antibodies (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which such other Party is responsible). Except as otherwise expressly provided under set forth in this AgreementAgreement , all such Materials delivered to the other Party will remain the sole property of the supplying Partyproviding party, will be used only in accordance with furtherance of the R&D Plan and the terms and conditions of activities expressly contemplated by this Agreement, will not be used or delivered to or for the benefit of any Third Party (except, in the case of AnaptysBio, in connection with the subcontracting of Project activities in accordance with Section 2.3) without the prior written consent of the supplying Partyproviding party, and will be used in compliance with all applicable Lawslaws, rules and regulations. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreementherein, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesthe activities contemplated by this Article 3 or the transfer of BioAtla Licensed Know-How contemplated hereunder, each Party party may provide to the other Party party chemical compounds or biological materials Controlled by materials, including, in the case of BioAtla as the supplying Party party, but not limited to, BioAtla CAB Biologics (collectively, the “Materials”) ), for use by the other Party party in conducting the R&D Program activities for which such other Party is responsibleaccordance with this Agreement. Except as otherwise expressly provided under this Agreement, all such Materials delivered to the other Party party will remain the sole property of the supplying Partyparty, will be used only in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Partyparty, and will be used in compliance with all applicable Applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the Development activities contemplated by this Agreement, each either Party may provide to the other Party certain biological materials or chemical compounds or biological materials Controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which furtherance of such other Party is responsibleDevelopment activities. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, and will be used only in furtherance of the Development activities conducted in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party Party, except to subcontractors, without the prior written consent of the supplying Party, and will be used in compliance with all applicable Applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the activities under, each or to confirm any results of, a Program, either Party may provide to the other Party certain biological materials or chemical compounds or biological materials Controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which such other Party is responsible). Except as otherwise expressly provided set forth under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in the performance of activities conducted in accordance with the R&D CD123 Development Plan and the terms and conditions or applicable Research Plan or to confirm any results of this Agreementa Program, will not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying PartyParty (except for Permitted Subcontractors performing any activities under the CD123 Development Plan or a Research Plan), and will be used in compliance with all applicable LawsApplicable Law and Regulations (including GLP, cGMP, and cGCP, as applicable). The Each Party will use the Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because as not all of their characteristics may be known. The supplying Party will provide the other Party the most current material safety data sheet for the Materials upon transfer of any Materials. Prior to the supply of any Materials by or on behalf of the supplying Party, the Parties will, upon the supplying Party’s request, enter into a material transfer agreement with respect to such supply. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the Research Program, each Party may either party shall provide to the other Party party certain biological materials or chemical compounds or biological materials Controlled by and available to the supplying Party party, including, but not limited to, [**] materials (including, without limitation, Licensed Compounds, Preclinical Compounds and Selected Compounds) that are necessary or useful to conduct the Research Program (collectively, the “Materials”) for use by the other Party party in conducting furtherance of the R&D Program activities for which such other Party is responsibleResearch Program. Except as otherwise expressly provided under this Agreement, all such Materials delivered to the other Party party will remain the sole property of the supplying Partyparty, will be used only in furtherance of the Research Program in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Partyparty, and will be used in compliance with all applicable Lawslaws, rules and regulations. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND AND, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN ARTICLE 10 HEREOF, ARE PROVIDED 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.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the development activities contemplated by this Agreement, each either Party may provide to the other Party certain biological materials or chemical compounds or biological materials Controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which furtherance of such other Party is responsibledevelopment activities. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in furtherance of the Development activities conducted in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party Party, except for subcontractors pursuant to Section 4.15, without the prior written consent of the supplying Party, and will be used in compliance with all applicable Applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the Collaboration, each Party either party may provide to the other Party party certain biological materials or chemical compounds including, but not limited to, compounds within the Elitra Compound Libraries or biological materials the LG Chem Compound Libraries, Gene Targets, Elitra Assays or other screens, target proteins and reagents (collectively, "Materials") Controlled by the supplying Party party (collectively, the “Materials”other than under this Agreement) for use by the other Party party in conducting furtherance of the R&D Program activities for which such other Party is responsibleCollaboration. Except as otherwise expressly provided under this Agreement, all such Materials delivered to the other Party party will remain the sole property of the supplying Partyparty, will be used only in accordance with furtherance of the R&D Plan Collaboration and solely under the terms and conditions control of this Agreementthe other party, will not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Partyparty, and will not be used in compliance with all applicable Lawsresearch or testing involving human subjects except as expressly permitted by the Development Plan. The Materials supplied under this Agreement Section 3.8 must be used with prudence and appropriate caution in any experimental work work, because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “"AS IS” " AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the development activities contemplated by this Agreement, each either Party may provide to the other Party certain biological materials or chemical compounds or biological materials Controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which furtherance of such other Party is responsibledevelopment activities. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in furtherance of the development activities conducted in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party Party, except for subcontractors pursuant to Section 4.10, without the prior written consent of the supplying Party, and will be used in compliance with all applicable Applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.. 28. ***Confidential Treatment Requested

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the Development activities contemplated by this Agreement, each either Party may provide to the other Party certain biological materials or chemical compounds or biological materials Controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which furtherance of such other Party is responsibleDevelopment activities. […***…]. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in furtherance of the Development activities conducted in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party Party, except for subcontractors pursuant to Section 4.4, without the prior written consent of the supplying Party, and will be used in compliance with all applicable Applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.. ***Confidential Treatment Requested

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the development activities contemplated by this Agreement, each either Party may provide to the other Party certain biological materials or chemical compounds or biological materials Controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which furtherance of such other Party is responsibledevelopment activities. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in furtherance of the development activities conducted in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party Party, except for subcontractors pursuant to Section 4.10, without the prior written consent of the supplying Party, and will be used in compliance with all applicable Applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the Development activities contemplated by this Agreement, each either Party may provide to the other Party certain biological materials or chemical compounds or biological materials Controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which furtherance of such other Party is responsibleDevelopment activities. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in furtherance of the Development activities conducted in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party Party, except to subcontractors permitted in Section 4.12, without the prior written consent of the supplying Party, and will be used in compliance with all applicable Applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the Research Program, each either Party may provide to the other Party certain biological materials or chemical compounds or biological materials including, but not limited to, Research Compounds, receptors, reagents and screens (collectively, "MATERIALS") Controlled by the supplying Party (collectively, the “Materials”other than under this Agreement) for use by the other Party in conducting furtherance of the R&D Program activities for which such other Party is responsibleResearch Program. Except as otherwise expressly provided under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in accordance with furtherance of the R&D Plan Research Program and solely under the terms and conditions control of this Agreementthe other Party, will not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, and will not be used in compliance with all applicable Lawsresearch or testing involving human subject unless specifically agreed to by the supplying Party in writing. The Materials supplied under this Agreement Section 3.7 must be used with prudence and appropriate caution in any experimental work work, because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “"AS IS” " AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesconnection with a Project, each Party a party may provide to the other Party party certain biological or chemical compounds or biological materials Controlled by the supplying Party materials, including, but not limited to, Client Materials and Delivered Antibodies (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which such other Party is responsible). Except as otherwise expressly provided under set forth in this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Partyproviding party, will be used only in accordance with furtherance of the R&D Plan and the terms and conditions of activities expressly contemplated by this Agreement, will not be used or delivered to or for the benefit of any Third Party (except, in the case of AnaptysBio, in connection with the subcontracting of Project activities in accordance with Section 2.3) without the prior written consent of the supplying Partyproviding party, and will be used in compliance with all applicable Lawslaws, rules and regulations. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreementherein, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the development activities contemplated by this Agreement, each either Party may provide to the other Party certain biological materials or chemical compounds or biological materials Controlled controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which furtherance of such other Party is responsibledevelopment activities. Except as otherwise expressly provided for under this Agreement, to the extent that either Party provides Materials to the other Party, all such Materials delivered to the other Party will remain shall be the sole property of the supplying PartyCypress (regardless of which Party supplies such Materials), subject to Alexza’s intellectual property rights in such Materials, will be used by the Parties only in accordance furtherance of the development activities with respect to the R&D Plan and the terms and conditions of this AgreementProduct, will not be used or delivered by Alexza to or for the benefit of any Third Party Party, except for subcontractors pursuant to Section 3.4(c), without the prior written consent of the supplying PartyCypress, and will be used by each Party in compliance with all applicable Applicable Laws. The Materials supplied under this Agreement must be used by each Party with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE ALL 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.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the activities under, each or to confirm any results of, a Program, either Party may provide to the other Party certain biological materials or chemical compounds or biological materials Controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which such other Party is responsible). Except as otherwise expressly provided set forth under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in the performance of activities conducted in accordance with the R&D CD123 Development Plan and the terms and conditions or applicable Research Plan or to confirm any results of this Agreementa Program, will not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying PartyParty (except for Permitted Subcontractors performing any activities under the CD123 Development Plan or a Research Plan), and will be used in compliance with all applicable LawsApplicable Law and Regulations (including GLP, cGMP, and cGCP, as applicable). The Each Party will use the Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because as not all of their characteristics may be known. The supplying Party will provide the other Party the most current material safety data sheet for the Materials upon transfer of any Materials. Prior to the supply of any Materials by or on behalf of the supplying Party, the Parties will, upon the supplying Party’s request, enter into a material transfer agreement with respect to such supply in the form attached as Exhibit A. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D order to facilitate the Research Program activitiesand the Evaluation, each Party either party may provide to the other Party party certain biological materials or chemical compounds or biological materials Controlled by the supplying Party party, including, but not limited to, Muscarinic Compounds, Option Compounds or Other Forms of any of the foregoing (collectively, the “Materials”) for use by the other Party party in conducting furtherance of the R&D Program activities for which such other Party is responsibleResearch Program, any IND Plan or the Evaluation, as applicable. Except as otherwise expressly provided under this Agreement, all such Materials delivered to the other Party party will remain the sole property of the supplying Partyparty, will be used only in furtherance of the Research Program or Evaluation in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party Party, except for subcontractors pursuant to Section 3.6, without the prior written consent of the supplying Partyparty, and will be used in compliance with all applicable Lawslaws, rules and regulations. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreementherein, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY ***Confidential Treatment Requested 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.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the Research Program, each Party either party may provide to the other Party party certain biological materials or chemical compounds or biological materials Controlled by the supplying Party party, including, but not limited to, compounds from the MX90745 Series or analogs, homologs, derivatives or isomers thereof (collectively, the “Materials”) for use by the other Party party in conducting furtherance of the R&D Program activities for which such other Party is responsibleResearch Program. Except as otherwise expressly provided under this Agreement, all such Materials delivered to the other Party party will remain the sole property of the supplying Partyparty, will be used only in furtherance of the Research Program in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party, and will be used in compliance with all applicable Lawslaws, rules and regulations. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreementherein, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.. *** Confidential Treatment Requested

Materials Transfer. In furtherance order to facilitate the Development activities contemplated by this Agreement through the evaluation of R&D Program activitiescompounds, each either Party may provide to the other Party certain biological materials or chemical compounds or biological materials Controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which furtherance of such other Party is responsibleDevelopment activities. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in furtherance of the Development activities conducted in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party Party, except for subcontractors pursuant to Section 7.2.2, without the prior written consent of the supplying Party, and will be used in compliance with all applicable Applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. The supplying Party will provide the other Party the most current material safety data sheet for the Materials upon transfer of any Materials. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the Development activities contemplated by this Agreement, each either Party may provide to the other Party certain biological materials or chemical compounds or biological materials Controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which furtherance of such other Party is responsibleDevelopment activities. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the Certain identified information marked with [***] has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. supplying Party, and will be used only in furtherance of the Development activities conducted in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party Party, except to subcontractors, without the prior written consent of the supplying Party, and will be used in compliance with all applicable Applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the Development activities contemplated by this Agreement, each either Party may provide to the other Party certain biological materials or chemical compounds or biological materials Controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which furtherance of such other Party is responsibleDevelopment activities. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in furtherance of the Development activities conducted in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party Party, except for subcontractors, without the prior written consent of the supplying Party, and will be used in compliance with all applicable Applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT ***Confidential Treatment Requested 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.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the Research, each Party may either party shall provide to the other Party party certain biological materials or chemical compounds including, but not limited to, compounds within the [*] or biological materials the [*], Gene Targets, screens, receptors and reagents as required under the Research Plan that are Controlled by the supplying Party party (collectively, the “"Materials”") for use by the other Party party in conducting furtherance of the R&D Program activities for which such other Party is responsibleResearch. Except as otherwise expressly provided under this Agreement, all such the receiving party shall have no rights in any Materials delivered to it by the other Party will remain the sole property party. The receiving party shall use such Materials only in furtherance of the supplying PartyResearch and solely under the control of the receiving party, will be used only in accordance with the R&D Plan and the terms and conditions of this Agreement, will such Materials shall not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Partyparty, and will nor shall such Materials be used in compliance with all research or testing involving human subjects except as permitted by applicable Lawslaw. The Materials supplied under this Agreement Section 3.7 must be used with prudence and appropriate caution in any experimental work work, because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “"AS IS” " AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the Development activities contemplated by this Agreement, each either Party may provide to the other Party chemical certain materials, including but not limited to, the drug substance and its related compounds or biological materials including impurities, metabolites, references, standards and internal standards Controlled by the supplying Party (collectively, the “Materials”) free of charge for use by the other Party solely for the purpose of performing its Development activities. For avoidance of doubt, ARS is obliged to supply Drug Product in conducting the R&D Program activities for which such other Party is responsibleaccordance with Section 7.1 hereof. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in furtherance of the other Party’s Development activities conducted in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party Party, without the prior written consent of the supplying Party, and will be used in compliance with all applicable Applicable Laws. The Materials supplied under this Agreement must be used by the recipient Party with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. ARS shall provide the certificate of analysis for the Materials and represent and warrant that the qualities and standards of the Materials meet the specifications specified in the certificate of analysis. Except as expressly set forth in this Agreementthe preceding sentence, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the Development and carbon products activities contemplated by this Agreement, each either Party may provide to the other Party chemical compounds certain biological materials or biological samples of forest materials Controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which furtherance of such other Party is responsibleDevelopment activities. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in furtherance of the Development activities conducted in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party Party, except for Service Providers pursuant to Section 4.4 or, in the case of PAC only, sublicensees, without the prior written consent of the supplying Party, and will be used in compliance with all applicable Applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this AgreementEXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR THE MASTER SUPPLY AND PURCHASING AGREEMENT, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the Development activities contemplated by this Agreement, each either Party may provide to the other Party certain biological materials or chemical compounds or biological materials Controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which furtherance of such other Party is responsibleDevelopment activities. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in furtherance of the Development activities conducted in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party Party, except to subcontractors permitted in Section 4.12, without the prior written consent of the supplying Party, and will be used in compliance with all applicable Applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 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.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the development activities contemplated by this Agreement, each Party either party may provide to the other Party party certain biological materials or chemical compounds or biological materials Controlled by the supplying Party party (collectively, the “Materials”) for use by the other Party party in conducting the R&D Program activities for which furtherance of such other Party is responsibledevelopment activities. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party party will remain the sole property of the supplying Partyparty, will be used only in furtherance of the development activities conducted in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party Party, except for subcontractors pursuant to Section 3.3, without the prior written consent of the supplying Partyparty, and will be used in compliance with all applicable Lawslaws, rules and regulations. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the non-clinical and CMC Development activities contemplated by this Agreement, each either Party may provide to the other Party chemical compounds or certain biological materials or chemical compounds, including, but not limited to API, reference standard and metabolite, Controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which furtherance of such other Party is responsiblenon-clinical and CMC Development activities. Any provision of such Materials [*]. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in furtherance of the Development activities conducted in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party Party, except to subcontractors, without the prior written consent of the supplying Party, and will be used in compliance with all applicable Applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the Development activities contemplated by this Agreement, each either Party may provide to the other Party certain biological materials or chemical compounds or biological materials Controlled by the supplying Party (collectively, the “Materials”) for use by the other Party in conducting the R&D Program activities for which furtherance of such other Party is responsibleDevelopment activities. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in furtherance of the Development activities conducted in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party Party, except to subcontractors permitted in Section 4.12, without the prior written consent of the supplying Party, and will be used in compliance with all applicable Applicable Laws. The Materials [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the Development activities contemplated by this Agreement, each either Party may provide to the other Party certain biological materials or chemical compounds or biological materials Controlled by the supplying Party (collectively, the “Materials“ Materials ”) for use by the other Party in conducting the R&D Program activities for which furtherance of such other Party is responsibleDevelopment activities. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in furtherance of the Development activities conducted in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used or delivered to or for the benefit of any Third Party Party, except for subcontractors, without the prior written consent of the supplying Party, and will be used in compliance with all applicable Applicable Laws. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In furtherance of R&D Program activitiesorder to facilitate the Development and manufacturing activities contemplated by this Agreement, each Party HanAll may provide to the other Party Roivant certain biological materials or chemical compounds or biological materials Controlled by HanAll, as and to the supplying Party extent provided in the Transfer Plan (collectively, the “Materials”) for use by the other Party Roivant in conducting the R&D Program activities for which furtherance of such other Party is responsibleDevelopment and manufacturing activities. Except as otherwise expressly provided for under this Agreement, all such Materials delivered to the other Party will remain the sole property of the supplying Party, will be used only in furtherance of the Development and manufacturing activities conducted in accordance with the R&D Plan and the terms and conditions of this Agreement, will not be used by or delivered to or for the benefit of any Third Party Party, except for subcontractors, without the prior written consent of the supplying PartyHanAll, and will be used in compliance with all applicable Applicable Laws. The Roivant agrees to use all Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because and acknowledges that not all of their the characteristics may be of the Materials are currently known. Except as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.