Common use of Materials Transfer Clause in Contracts

Materials Transfer. During the PD-1 Term, either Party (the “License Transferring Party”) shall transfer, if such Party agrees in writing to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request by the other Party (the “Licensed Materials Receiving Party”), certain biological or chemical materials (the “Jounce CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Licensed Materials”) that are in the possession or control of, and are not needed by, the License Transferring Party, for use by the Licensed Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this PD-1 License Agreement (the “Jounce Licensed Purpose”). Any Direct Costs incurred by the License Transferring Party in connection with providing such Jounce Licensed Materials, including the cost of Manufacturing, shall be included in the Development Costs and subject to the Development Cost Share. All transfers of such Jounce Licensed Materials by the License Transferring Party to the Licensed Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit B, which sets forth the type and name of the Jounce Licensed Material transferred, the amount of the Jounce Licensed Material transferred, the date of the transfer of such Jounce Licensed Material and the Jounce Licensed Purpose (each, a “Jounce License Material Transfer Agreement”). The License Transferring Party shall use reasonable efforts to provide such Jounce Licensed Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce License Material Transfer Agreement, not to exceed [***] for any on-hand Jounce Licensed Materials. Neither Party will unreasonably withhold its consent to any request made by the other Party pursuant to this Section 2.7.1. The Parties agree that the exchanged Jounce Licensed Materials shall be used in compliance with applicable Law and the terms and conditions of this PD-1 License Agreement, and shall not be reverse engineered or chemically analysed, except if required by the Jounce Program Licensed Purpose or otherwise agreed to by the Parties in writing.

Materials Transfer. During the PD-1 Jounce Co-Co Term, either Party (the “License Co-Co Transferring Party”) shall transfer, if such Party agrees in writing to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request by the other Party (the “Licensed Co-Co Materials Receiving Party”), certain biological or chemical materials (the “Jounce Co-Co Materials”) that are in the possession or control of, and are not needed by, the Co-Co Transferring Party, for use by the Co-Co Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this Jounce Lead Co-Co Agreement (the “Jounce Co-Co Purpose”). Any Direct Costs incurred by the Co-Co Transferring Party in connection with providing such Jounce Co-Co Materials, including the cost of Manufacturing, shall be included in the Worldwide Development Costs and subject to the Development Cost Share. All transfers of such Jounce Co-Co Materials by the Co-Co Transferring Party to the Co-Co Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit E, which sets forth the type and name of the Jounce Co-Co Material transferred, the amount of the Jounce Co-Co Material transferred, the date of the transfer of such Jounce Co-Co Material and the Jounce Co-Co Purpose (each, a “Jounce Co-Co Material Transfer Agreement”). The Co-Co Transferring Party shall use Commercially Reasonable efforts to provide such Jounce Co-Co Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce Co-Co Material Transfer Agreement, not to exceed [***] for any on-hand Jounce Co-Co Materials. Neither Party will unreasonably withhold its consent to any request made by the other Party pursuant to this Section 2.7.1. The Parties agree that the exchanged Jounce Co-Co Materials shall be used in compliance with applicable Law and the terms and conditions of this Jounce Lead Co-Co Agreement, and shall not be reverse engineered or chemically analyzed, except if required by the Jounce Program Co-Co Purpose or otherwise agreed to by the Parties in writing. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Licensed Materials”) that are in the possession or control of, and are not needed by, the License Transferring Party, for use by the Licensed Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this PD-1 License Agreement (the “Jounce Licensed Purpose”). Any Direct Costs incurred by the License Transferring Party in connection with providing such Jounce Licensed Materials, including the cost of Manufacturing, shall be included in the Development Costs and subject to the Development Cost Share. All transfers of such Jounce Licensed Materials by the License Transferring Party to the Licensed Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit B, which sets forth the type and name of the Jounce Licensed Material transferred, the amount of the Jounce Licensed Material transferred, the date of the transfer of such Jounce Licensed Material and the Jounce Licensed Purpose (each, a “Jounce License Material Transfer Agreement”). The License Transferring Party shall use reasonable efforts to provide such Jounce Licensed Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce License Material Transfer Agreement, not to exceed [***] for any on-hand Jounce Licensed Materials. Neither Party will unreasonably withhold its consent to any request made by the other Party pursuant to this Section 2.7.1. The Parties agree that the exchanged Jounce Licensed Materials shall be used in compliance with applicable Law and the terms and conditions of this PD-1 License Agreement, and shall not be reverse engineered or chemically analysed, except if required by the Jounce Program Licensed Purpose or otherwise agreed to by the Parties in writing.

Materials Transfer. During In order to facilitate the PD-1 Term, activities contemplated under the CMC DM1 Improvement Plan and any scope of work in respect of DM Collaboration Activities either Party (the “License Transferring Party”) shall transfer, if such Party agrees in writing may provide to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request by the other Party (the “Licensed Materials Receiving Party”), certain biological materials or chemical materials compounds Controlled by the supplying Party (the collectively, “Jounce CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Licensed Materials”) that are in the possession or control of, and are not needed by, the License Transferring Party, for use by the Licensed Materials Receiving receiving Party in furtherance of its rights and the conduct CMC DM1 Improvement Plan or a DM Collaboration Activity. The supplying Party will provide a list of its obligations all Materials provided to the receiving Party under this PD-1 License Agreement (the “Jounce Licensed Purpose”). Any Direct Costs incurred Agreement, which will be updated by the License Transferring supplying Party in connection with providing such Jounce Licensed Materials, including at the cost beginning of Manufacturing, shall be included in each Calendar Quarter during the Development Costs and Term for DM1 or DM2, as applicable. Each supplying Party hereby grants to the receiving Party a worldwide, fully paid-up, royalty-free, time-limited, non-exclusive, non-transferrable, non-sublicensable research license to use the supplying Party’s Material solely for the limited purpose of performing the CMC DM1 Improvement Plan or a DM Collaboration Activity during the applicable Development Term, subject to the Development Cost Sharereceiving Party’s compliance with the terms of this Agreement. All transfers Except as provided in the previous sentence, the provision of such Jounce Licensed Materials Material to a receiving Party under this Agreement does not grant to the receiving Party any license to intellectual property owned or controlled by the License Transferring supplying Party. For clarity, the research license granted to the receiving Party pursuant to this paragraph is not a license to develop, commercialize, market, or otherwise exploit the supplying Party’s Material. Except as expressly set forth in the CMC DM1 Improvement Plan or the scope of work of a DM Collaboration Activity, the receiving Party agrees not to characterize, sequence, analyze or otherwise reverse-engineer any supplying Party’s Material without the written authorization of the supplying Party. Material will not be used in research that is subject to mandatory consulting or licensing obligations of the receiving Party to another individual, receiving Party Affiliate, business entity, or other Third Party unless prior written permission is obtained from the Licensed supplying Party. Except as otherwise provided for under this Agreement, all Materials Receiving delivered to a receiving Party shall be documented in a material transfer agreement substantially in will remain the form of Exhibit B, which sets forth the type and name sole property of the Jounce Licensed Material transferredsupplying Party, the amount will be used only in furtherance of the Jounce Licensed Material transferredactivities conducted in accordance with the CMC DM1 Improvement Plan or DM Collaboration Activity, will not be used or delivered to or for the date benefit of any Third Party (except for Permitted Subcontractors in furtherance of the CMC DM1 Improvement Plan or DM Collaboration Activity), without the prior written consent of the supplying Party, and will be used in compliance with Applicable Law. 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 receiving Party the most current material safety data sheet for the Materials upon transfer of such Jounce Licensed Material and the Jounce Licensed Purpose (each, a “Jounce License Material Transfer Agreement”)any Materials. The License Transferring Party shall use reasonable efforts to provide such Jounce Licensed Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce License Material Transfer Except as expressly set forth in this Agreement, EACH PARTY AGREES THAT THE SUPPLYING PARTY’S MATERIALS ARE PROVIDED “AS IS” AND 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. In the event Millennium does not exercise its DM Exclusive Option with respect to exceed DM1, then within [***] following termination of the DM Option Term with respect to DM1, (i) any Xxxxxxxx-supplied Material remaining in Millennium’s possession with respect to a CMC DM1 Activity or a DM Collaboration Activity with respect to DM1 will be, at Xxxxxxxx’x option, either returned to Xxxxxxxx or destroyed pursuant to Xxxxxxxx’x written instructions and with Xxxxxxxx’x written approval, which destruction will be certified in writing to Xxxxxxxx, (ii) any Millennium-supplied Material remaining in Xxxxxxxx’x possession with respect to a CMC DM1 Activity or a DM Collaboration Activity with respect to DM1 will be, at Millennium’s option, either returned to Millennium or destroyed pursuant to Millennium’s written instructions and with Millennium’s written approval, which destruction will be certified in writing to Millennium, (iii) except for any ondocuments or other tangible objects that apply to Data that do not constitute Out-hand Jounce Licensed Materialsof-Scope Results, all documents and other tangible objects containing or representing Xxxxxxxx Confidential Information or prepared based on Xxxxxxxx Confidential Information (in each case with respect to a CMC DM1 Activity or a DM Collaboration Activity with respect to DM1), and all copies thereof, will be promptly delivered by Millennium to Xxxxxxxx, provided that Millennium may retain one (1) copy of any such documents for archival purposes and any continuing legal obligations, and (iv) except for any documents or other tangible objects that apply to Data that do not constitute Out-of-Scope Results, all documents and other tangible objects containing or representing Millennium Confidential Information or prepared based on Millennium Confidential Information (in each case with respect to a CMC DM1 Activity or DM Collaboration Activity with respect to DM1), and all copies thereof, will be promptly delivered by Xxxxxxxx to Millennium, provided that Xxxxxxxx may retain one (1) copy of any such documents for archival purposes and any continuing legal obligations. Neither Party In the event Millennium does not exercise its DM Exclusive Option with respect to DM2, then within [***] following termination of the DM Option Term with respect to DM2, (i) any Xxxxxxxx-supplied Material remaining in Millennium’s possession with respect to a DM Collaboration Activity with respect to DM2 will unreasonably withhold its consent be, at Xxxxxxxx’x option, either returned to any request made by the other Party Xxxxxxxx or destroyed pursuant to this Section 2.7.1Xxxxxxxx’x written instructions and with Xxxxxxxx’x written approval, which destruction will be certified in writing to Xxxxxxxx, (ii) any Millennium-supplied Material remaining in Xxxxxxxx’x possession with respect to a DM Collaboration Activity with respect to DM2 will be, at Millennium’s option, either returned to Millennium or destroyed pursuant to Millennium’s written instructions and with Millennium’s written approval, which destruction will be certified in writing to Millennium, (iii) except for any documents or other tangible objects that apply to Data that do not constitute Out-of-Scope Results, all documents and other tangible objects containing or representing Xxxxxxxx Confidential Information or prepared based on Xxxxxxxx Confidential Information (in each case with respect to a DM Collaboration Activity with respect to DM2), and all copies thereof, will be promptly delivered by Millennium to Xxxxxxxx, provided that Millennium may retain one (1) copy of any such documents for archival purposes and any continuing legal obligations, and (iv) except for any documents or other tangible objects that apply to Data that do not constitute Out-of-Scope Results, all documents and other tangible objects containing or representing Millennium Confidential Information or prepared based on Millennium Confidential Information (in each case with respect to a DM Collaboration Activity with respect to DM2), and all copies thereof, will be promptly delivered by Xxxxxxxx to Millennium, provided that Xxxxxxxx may retain one (1) copy of any such documents for archival purposes and any continuing legal obligations. The Parties agree For purposes of clarity, any Data that the exchanged Jounce Licensed Materials shall constitutes Out-of-Scope Results will be used in compliance with applicable Law and subject to the terms and conditions of this PD-1 License Agreement, and shall not be reverse engineered or chemically analysed, except if required by the Jounce Program Licensed Purpose or otherwise agreed to by the Parties in writingSection 2.10(e).

Materials Transfer. During (a) To facilitate the PD-1 TermCollaboration and subject to applicable Law, either Party may provide materials (including, without limitation, Cronos Material Samples) to the “License Transferring other. Except as explicitly provided elsewhere in this Agreement, all such materials shall be considered the Confidential Information of the Party providing such material and shall be used by the receiving Party solely for purposes of exercising its rights and performing its obligations under this Agreement. Any and all compounds, biological materials, reagents, assays, and other materials that are provided by one Party to the other Party hereunder and that are not entirely consumed during the Collaboration, as well as any Confidential Information relating thereto, shall all be returned to the providing Party or destroyed promptly upon the completion of the Collaboration, except as otherwise explicitly provided herein with respect to particular materials. The destruction of such materials shall be certified in writing. Except with the prior written consent of the other Party”) , a Party shall transfer, if not make any such Party agrees in writing to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request materials provided by the other Party available to Third Parties. (b) To facilitate the “Licensed Materials Receiving Party”)Scale Up of any Target Cannabinoid, certain biological or chemical materials (Ginkgo will transfer to the “Jounce CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933Person(s) selected in Section 2.3(b) a seed bank sufficient to support Scale Up of the Target Cannabinoid, AS AMENDED. Licensed Materials”) that are in the possession or control of, and are not needed by, the License Transferring Party, for use from Collaboration Strains agreed upon by the Licensed Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this PD-1 License Agreement JSC, (the a “Jounce Licensed PurposeScale Up Transfer”). Any Direct Costs incurred by the License Transferring Party in connection with providing Ginkgo will provide to such Jounce Licensed MaterialsPerson(s) a limited, including the cost of Manufacturing, shall be included in the Development Costs and subject site-specific license to the Development Cost Share. All transfers of such Jounce Licensed Materials by transferred Ginkgo Background IP, Collaboration Strains, and Collaboration Strain and Process IP, solely for the License Transferring Party time reasonably necessary and solely to the Licensed Materials Receiving Party shall extent required to Scale Up said Target Cannabinoid using the transferred Collaboration Strains. The Scale Up Transfer will be effected pursuant to a strain transfer agreement on terms reasonably acceptable to Ginkgo and Cronos. Between Ginkgo and Cronos, Cronos will bear all costs associated with such Scale Up Transfer. (c) To facilitate the Manufacture and Commercialization of each Target Cannabinoid of a completed TDP, Ginkgo will transfer to the Person(s) selected in Section 2.4(b), a seed bank sufficient to support Manufacture of that Target Cannabinoid of the Collaboration Strain selected in Section 2.4(a) (a “Manufacture Transfer). The Manufacture Transfer will be effected pursuant to a strain transfer agreement on terms reasonably acceptable to Ginkgo and Cronos. For clarity, the Manufacture Transfer will be documented in strain transfer agreements on a material Collaboration Strain by Collaboration Strain basis. If the Person selected in Section 2.4(b) is not Cronos, the Person will be granted a sublicense to pursuant to Section 4.2 to be documented in the strain transfer agreement substantially to effect the Manufacture Transfer. Between Ginkgo and Cronos, Cronos will bear all costs associated with such Manufacture Transfer. If the Person selected in the form Section 2.4(b) is in possession of Exhibit B, which sets forth the type and name sufficient quantities of the Jounce Licensed Material transferredrelevant Collaboration Strain for the Manufacture of Target Cannabinoids of completed TDPs due to Scale Up activities, the amount of the Jounce Licensed Material transferredthen no additional transfer will be required, the date of the transfer of such Jounce Licensed Material and the Jounce Licensed Purpose (each, a “Jounce License Material Transfer Agreement”). The License Transferring Party shall use reasonable efforts to provide such Jounce Licensed Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce License Material Transfer Agreement, not to exceed [***] for any on-hand Jounce Licensed Materials. Neither Party will unreasonably withhold its consent to any request made by the other Party pursuant to this Section 2.7.1. The Parties agree provided that the exchanged Jounce Licensed Materials shall be used in compliance with applicable Law and strain transfer agreement for the terms and conditions of this PD-1 License Agreement, and shall not be reverse engineered or chemically analysed, except if required by the Jounce Program Licensed Purpose or otherwise agreed to by the Parties in writingScale Up Transfer covers Manufacturing activities.

Materials Transfer. During the PD-1 Term, either Party (the “License Transferring Party”) shall transfer, if such Party agrees in writing to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request by the other Party (the “Licensed Materials Receiving Party”), certain biological or chemical materials (the “Jounce CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Licensed Materials”) that are in the possession or control of, and are not needed by, the License Transferring Party, for use by the Licensed Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this PD-1 License Agreement (the “Jounce Licensed Purpose”). Any Direct Costs incurred by the License Transferring Party in connection with providing such Jounce Licensed Materials, including the cost of Manufacturing, shall be included in the Development Costs and subject to the Development Cost Share. All transfers of such Jounce Licensed Materials by the License Transferring Party to the Licensed Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit B, which sets forth the type and name of the Jounce Licensed Material transferred, the amount of the Jounce Licensed Material transferred, the date of the transfer of such Jounce Licensed Material and the Jounce Licensed Purpose (each, a “Jounce License Material Transfer Agreement”). The License Transferring Party shall use reasonable efforts to provide such Jounce Licensed Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce License Material Transfer Agreement, not to exceed 11.1 [***] * Confidential Information indicated by [***] has been omitted from this filing and filed separately with the Securities and Exchange Commission. 11.2 The Sponsor’s Material shall be used by the Principal Investigator solely in connection with the Research Project and not for any on-hand Jounce Licensed Materialsother purpose without the prior written consent of Sponsor, which consent shall not be unreasonably withheld. TRLLC shall not distribute, release, or in any way disclose Sponsor’s Material to any person or entity other than laboratory personnel under the Principal Investigator’s direct supervision. 11.3 The Receiving Party shall ensure that no one will be allowed to take or send Material to any other location, unless written permission is obtained from the Disclosing Party. The Material is made available by TRLLC and Sponsor for investigational use only in laboratory animals or in vitro experiments. Neither the Material, nor any chemical or biological materials treated therewith or derived therefrom, will be used in human beings. 11.4 This Agreement and the resulting transfer of Material constitute a license to use the Material solely for purposes of the Research Project. Except as otherwise provided in this Agreement, the Receiving Party will unreasonably withhold its consent to any request made by the other Party agrees that nothing pursuant to this Section 2.7.1. The Parties agree that the exchanged Jounce Licensed Materials Article XI shall be used deemed to grant any rights under any patents. At the request of the Disclosing Party, the Receiving Party will return all unused Material, whether or not during the Term. 11.5 Any Material provided is experimental in nature and shall be provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THERE IS NO REPRESENTATION OR WARRANTY THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 11.6 In no event shall the Disclosing Party be liable for any use by the Receiving Party of the Material or any loss, claim, damage or liability, of whatsoever kind or nature, which may arise from or in connection with this Agreement or the use, handling or storage of the Material. 11.7 The Receiving Party will use the Material in compliance with all laws, governmental regulations and guidelines applicable Law and to the terms and conditions of this PD-1 License Agreement, and shall not be reverse engineered or chemically analysed, except if required by the Jounce Program Licensed Purpose or otherwise agreed to by the Parties in writingMaterial.