Common use of Materials Transfer Clause in Contracts

Materials Transfer. In order to facilitate the Research Program, either Party may provide to the other Party certain materials for use by the other Party in furtherance of the Research Program and the Development and Commercialization of Compounds and Products. All such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by the receiving Party in accordance with the terms and conditions of this Agreement solely for purposes of performing its rights and obligations under this Agreement, and the receiving Party shall not transfer such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) to any Third Party unless expressly contemplated by this Agreement (including the Research Plan) or upon the written consent of the supplying Party. As set forth in the Research Plan, each Party shall provide the other Party with samples of Compounds, research and production strains for Compounds and corresponding host or control strains (and cell banks thereof), biological materials with respect to screening assays, and such other materials as set forth in the Research Plan for use by the other Party in accordance with the terms and conditions of this Agreement (including the Research Plan). Any materials provided by BMS to Ambrx (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by Ambrx solely for purposes of conducting the Research Program and will be returned to BMS (or destroyed as may be requested by BMS in writing) promptly following the end of the Research Term or earlier upon request by BMS. All Information related to such BMS materials shall be BMS Confidential Information. All such BMS materials and Ambrx Materials must be used with prudence and appropriate caution in any experimental work, since all of their characteristics may not be known. Ambrx shall have no obligation [***] except to the extent as may be expressly set forth in and conducted under the Research Plan or any Production Strain Work Plan. If Ambrx develops any assays used in the Research Program, upon request by BMS, Ambrx shall transfer to BMS the materials and Information to enable BMS to use such assays in support of BMS’ internal research and development activities; provided that BMS shall not during the Research Term use such assays in support of any program for the same indication as is being pursued for the Product. At BMS’ option, Ambrx agrees to deliver to BMS, at BMS’ expense, or to dispose of Research Program-specific animals in Ambrx’s possession following completion of the Research Term or earlier termination of this Agreement. The Parties agree that if Ambrx wishes to retain any such Research Program-specific animals, BMS will consider reasonable offers from Ambrx to purchase such Research Program-specific animals from BMS. In addition, upon reasonable request by BMS, Ambrx shall provide to BMS samples of any replicatable Ambrx Materials that were previously transferred to BMS (but which are no longer available to BMS), to the extent that such Ambrx Materials are then available to Ambrx. In such event, BMS shall reimburse Ambrx for the out-of-pocket shipping costs with respect to such transfer.

Materials Transfer. In order to facilitate the Research Program, either Party may provide to the other Party certain materials for use by the other Party in furtherance of the Research Program and the Development and Commercialization of Compounds and Products. All such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by the receiving Party in accordance with the terms and conditions of this Agreement solely for purposes of performing its rights and obligations under this Agreement, and the receiving Party shall not transfer such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) to any Third Party unless expressly contemplated by this Agreement (including the Research Plan) or upon the written consent of the supplying Party. As set forth in the Research Plan, each Party shall provide the other Party with samples of Compounds, research and production strains for Compounds and corresponding host or control strains (and cell banks thereof), biological materials with respect to screening assays, and such other materials as set forth in the Research Plan for use by the other Party in accordance with the terms and conditions of this Agreement (including the Research Plan). Any materials provided by BMS to Ambrx (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by Ambrx solely for purposes of conducting the Research Program and will be returned to BMS (or destroyed as may be requested by BMS in writing) promptly following the end of the Research Term or earlier upon request by BMS. All Information related to such BMS materials shall be BMS Confidential Information. All such BMS materials and Ambrx Materials must be used with prudence and appropriate caution in any experimental work, since all of their characteristics may not be known. Ambrx shall have no obligation [***] except to the extent as may be expressly set forth in and conducted under the Research Plan or any Production Strain Work Plan]. If Ambrx develops any assays used in the Research Program, upon request by BMS, Ambrx shall transfer to BMS the materials and Information to enable BMS to use such assays in support of BMS’ internal research and development activities; provided that BMS shall not during the Research Term use such assays in support of any program for the same indication as is being pursued for the Product. At BMS’ option, Ambrx agrees to deliver to BMS, at BMS’ expense, or to dispose of Research Program-specific animals in Ambrx’s possession following completion of the Research Term or earlier termination of this Agreement. The Parties agree that if Ambrx wishes to retain any such Research Program-specific animals, BMS will consider reasonable offers from Ambrx to purchase such Research Program-specific animals from BMS. In addition, upon reasonable request by BMS, Ambrx shall provide to BMS samples of any replicatable Ambrx Materials that were previously transferred to BMS (but which are no longer available to BMS), to the extent that such Ambrx Materials are then available to Ambrx. In such event, BMS shall reimburse Ambrx for the out-of-pocket shipping costs with respect to such transfer.

Materials Transfer. (a) Ambrx will be responsible for transferring to BMS Compounds and Host Cell Lines as set forth in Section 3.1, and the transfer of materials for the production of Compounds as set forth in Article 6. (b) In addition, in order to facilitate the Research Program, either Party may provide to the other Party certain other materials for use by the other Party in furtherance of the Research Program and the Development and Commercialization of Compounds and Products. All such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by the receiving Party in accordance with the terms and conditions of this Agreement solely for purposes of performing its rights and obligations under this Agreement, and the receiving Party shall not transfer such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) to any Third Party unless expressly contemplated by this Agreement (including the Research Plan) or upon the written consent of the supplying Party. As set forth in the Research Plan, each Party shall provide the other Party with samples of Compounds, research and production strains for Compounds and corresponding host or control strains (and cell banks thereof), biological materials with respect to screening assays, and such other materials as set forth in the Research Plan for use by the other Party in accordance with the terms and conditions of this Agreement (including the Research Plan). Any materials provided by BMS a Party to Ambrx the other Party (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by Ambrx such other Party solely for purposes of conducting the Research Program and (or, with respect to Ambrx Materials, as permitted pursuant to the terms of this Agreement). Any materials provided by BMS will be returned to BMS (or destroyed as may be requested by BMS in writing) promptly following the end of the Research Term or earlier upon request by BMS. All Information related to such BMS materials shall be BMS Confidential InformationInformation of the Party providing the materials. All such BMS materials and Ambrx Materials must be used with prudence and appropriate caution in any experimental work, since all of their characteristics may not be known. Ambrx shall have no obligation . (c) [***] except to the extent as may be expressly set forth in and conducted under the Research Plan or any Production Strain Work Plan. ] (d) If Ambrx develops any assays used in the Research Program, upon request by BMS, Ambrx shall transfer to BMS the materials and Information to enable BMS to use such assays in support of BMS’ internal research and development activities; provided that BMS shall not during the Research Term use such assays in support of any program for the same indication Target as is being pursued for under the Product. Research Program other than in support of the Development of Compounds and Products. (e) At BMS’ option, Ambrx agrees to deliver to BMS, at BMS’ expense, or to dispose of Research Program-specific animals in Ambrx’s possession following completion of the Research Term or earlier termination of this Agreement. The Parties agree that if Ambrx wishes to retain any such Research Program-specific animals, BMS will consider reasonable offers from Ambrx to purchase such Research Program-specific animals from BMS. . (f) In addition, upon reasonable request by BMS, Ambrx shall provide to BMS samples of any replicatable Ambrx Materials that were previously transferred to BMS (but which are no longer available to BMS), to the extent that such Ambrx Materials are then available to Ambrx. In such event, BMS shall reimburse Ambrx for the out-of-pocket shipping costs with respect to such transfer.

Materials Transfer. In order to facilitate the Research Program, either Party may provide to the other Party certain tangible biological materials or chemical compounds, including AVEO’s proprietary Models and Transferred Cell Lines derived from such Models, Collaboration Compounds, receptors, assays, reagents and screens (collectively, “Materials”) owned by or licensed to the supplying Party (other than under this Agreement) for use by the other Party in furtherance of the Research Program. For purposes of clarity, biological materials and chemical compounds, including the Additional Tumor Models and Tumor Archives, transferred pursuant to Section 10.2 shall not be considered Materials under this Agreement. The transfer of any such Materials shall be conducted pursuant to the terms of this Agreement, including the following: (a) Any Know-How or Inventions, including any intellectual property rights therein, developed, made or conceived through use of the Materials (other than (i) [**] Models, (ii) the OSI Active Program Models, (iii) the [**] Models and (iv) the Development and Commercialization of Compounds and Products. All such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereofTransferred Cell Lines derived from OSI Active Program Models) shall be used by the receiving Party in accordance with the terms and conditions of this Agreement solely for purposes of performing its rights and obligations deemed Collaboration Intellectual Property under this Agreement. (b) All Materials supplied by one Party to the other Party shall remain the sole property of the supplying Party and shall be used (i) only in furtherance of the Research Program or for the specific purpose provided for in the Research Plan, and (ii) solely under the control of the receiving Party. In the event a Party uses Materials provided by the other Party for purposes other than in furtherance of the Research Program or for the specific purpose provided in the Research Plan, the other Party shall solely own any results, discoveries or inventions arising out of such use. The Materials may not transfer such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) be used or delivered to or for the benefit of any Third Party unless expressly contemplated by this Agreement (including without the Research Plan) or upon the prior written consent of the supplying Party, and shall not be used in research or testing involving human subjects, except as expressly contemplated as a part of the Research Program. As All Materials shall be returned to the supplying Party or destroyed (at the election of the supplying Party) promptly after completion of the permitted use. The use of the Materials shall comply with restrictions and conditions on use (if any) imposed by Third Parties. Notwithstanding anything to the contrary herein, the obligations set forth in this Section 2.5(b) shall not apply to any [**] Models transferred pursuant to Section 2.12 below. (c) The Parties shall cooperate in determining if one or more Third Party licenses are necessary to use the Materials as contemplated under the Research PlanProgram. OSI shall be solely responsible for obtaining any necessary Third Party licenses prior to receiving Materials from AVEO. AVEO has disclosed to OSI all necessary Third Party licenses relating to AVEO’s basic modeling technology of which it is aware as of the Restatement Effective Date. (d) THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, each 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. Any Materials supplied by one Party shall provide to the other Party with samples of Compounds, research and production strains for Compounds and corresponding host or control strains (and cell banks thereof), biological materials with respect to screening assays, and such other materials as set forth in the Research Plan for use by the other Party in accordance with the terms and conditions of this Agreement (including the Research Plan). Any materials provided by BMS to Ambrx (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by Ambrx solely for purposes of conducting the Research Program and will be returned to BMS (or destroyed as may be requested by BMS in writing) promptly following the end of the Research Term or earlier upon request by BMS. All Information related to such BMS materials shall be BMS Confidential Information. All such BMS materials and Ambrx Materials must be used with prudence and appropriate caution in any experimental work, since not all of their characteristics may not be known. Ambrx shall have no obligation [***] except to the extent as may be expressly set forth in and conducted under the Research Plan or any Production Strain Work Plan. If Ambrx develops any assays used in the Research Program, upon request by BMS, Ambrx shall transfer to BMS the materials and Information to enable BMS to use such assays in support of BMS’ internal research and development activities; provided that BMS shall not during the Research Term use such assays in support of any program for the same indication as is being pursued for the Product. At BMS’ option, Ambrx agrees to deliver to BMS, at BMS’ expense, or to dispose of Research Program-specific animals in Ambrx’s possession following completion of the Research Term or earlier termination of this Agreement. The Parties agree that if Ambrx wishes to retain any such Research Program-specific animals, BMS will consider reasonable offers from Ambrx to purchase such Research Program-specific animals from BMS. In addition, upon reasonable request by BMS, Ambrx shall provide to BMS samples of any replicatable Ambrx Materials that were previously transferred to BMS (but which are no longer available to BMS), to the extent that such Ambrx Materials are then available to Ambrx. In such event, BMS shall reimburse Ambrx for the out-of-pocket shipping costs with respect to such transfer.

Materials Transfer. In order to facilitate the activities contemplated under the Research ProgramPlan, either Party may provide to the other Party certain biological materials for use or chemical compounds Controlled by the supplying Party to the extent permitted by Applicable Laws (collectively, “Materials”). Except as otherwise expressly set forth under this Agreement, all such Materials delivered to the other Party in furtherance will remain the sole property of the Research Program and the Development and Commercialization of Compounds and Products. All such materials (includingsupplying Party, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall will be used by only in the receiving Party performance of activities conducted in accordance with the terms and conditions Research Plan, will not be used or delivered to or for the benefit of this Agreement solely for purposes of performing its rights and obligations under this Agreement, and the receiving Party shall not transfer such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) to any Third Party unless expressly contemplated by this Agreement (including without the Research Plan) or upon the prior written consent of the supplying Party. As set forth in the Research Plan, each Party shall provide the other Party with samples of Compounds, research and production strains (except for Compounds and corresponding host or control strains (and cell banks thereof), biological materials with respect to screening assays, and such other materials as set forth in the Research Plan for use by the other Party in accordance with the terms and conditions of this Agreement (including subcontractors performing any activities under the Research Plan). Any materials provided by BMS to Ambrx (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by Ambrx solely for purposes of conducting the Research Program and will be returned to BMS (or destroyed as may be requested by BMS used in writing) promptly following compliance with Applicable Law. Each Party will use the end of the Research Term or earlier upon request by BMS. All Information related to such BMS materials shall be BMS Confidential Information. All such BMS materials and Ambrx Materials must be used supplied under this Agreement with prudence and appropriate caution in any experimental work, since work as not all of their characteristics may not be known. Ambrx shall have no obligation [***] except The supplying Party will provide the other Party the most current material safety data sheet for the Materials upon transfer of any Materials. LogicBio will notify CANbridge if any Materials supplied by LogicBio are “Licensed Materials” under the CMRI Agreement, and, without limiting the foregoing, CANbridge’s use of any Materials of LogicBio that are “Licensed Materials” under the CMRI Agreement will be subject to the extent additional terms and restrictions set forth in the CMRI Agreement with respect thereto. Except as may be expressly set forth in and conducted under the Research Plan or any Production Strain Work Plan. If Ambrx develops any assays used in the Research Program, upon request by BMS, Ambrx shall transfer to BMS the materials and Information to enable BMS to use such assays in support of BMS’ internal research and development activities; provided that BMS shall not during the Research Term use such assays in support of any program for the same indication as is being pursued for the Product. At BMS’ option, Ambrx agrees to deliver to BMS, at BMS’ expense, or to dispose of Research Program-specific animals in Ambrx’s possession following completion of the Research Term or earlier termination of this Agreement. The Parties agree that if Ambrx wishes to retain any such Research Program-specific animals, BMS will consider reasonable offers from Ambrx to purchase such Research Program-specific animals from BMS. In additionTHE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, upon reasonable request by BMSEXPRESS OR IMPLIED, Ambrx shall provide to BMS samples of any replicatable Ambrx Materials that were previously transferred to BMS (but which are no longer available to BMS), to the extent that such Ambrx Materials are then available to Ambrx. In such event, BMS shall reimburse Ambrx for the out-of-pocket shipping costs with respect to such transferINCLUDING 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 order to facilitate the Research Development Program, either Party may provide to the other Party certain materials for use by the other Party in furtherance of the Research Development Program and the Development and Commercialization of Compounds and Products. All such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by the receiving Party in accordance with the terms and conditions of this Agreement solely for purposes of performing its rights and obligations under this Agreement, and the receiving Party shall not transfer such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) to any Third Party unless expressly contemplated by this Agreement (including the Research Development Plan) or upon the written consent of the supplying Party. As set forth in the Research Development Plan, each Party shall provide the other Party with samples of CompoundsDevices, research Development and production strains reagents for Compounds Devices and corresponding host or control strains (and cell banks thereof), biological materials with respect to screening assays, and such other materials as set forth in the Research Development Plan for use by the other Party in accordance with the terms and conditions of this Agreement (including the Research Development Plan). Any materials provided by BMS Exactus BioSolutions to Ambrx (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) Digital Diagnostics shall be used by Ambrx Digital Diagnostics solely for purposes of conducting the Research Development Program and will be returned to BMS Exactus BioSolutions (or destroyed as may be requested by BMS Exactus BioSolutions in writing) promptly following the end of the Research Development Term or earlier upon request by BMSExactus BioSolutions. All Information related to such BMS Exactus BioSolutions materials shall be BMS Exactus BioSolutions Confidential Information. All such BMS Exactus BioSolutions’ materials and Ambrx Digital Diagnostics Materials must be used with prudence and appropriate caution in any experimental work, since all of their characteristics may not be known. Ambrx shall have no obligation [***] except to the extent as may be expressly set forth in and conducted under the Research Plan or any Production Strain Work Plan. If Ambrx Digital Diagnostics develops any assays materials used in the Research Development Program, upon request by BMSExactus BioSolutions, Ambrx Digital Diagnostics shall transfer to BMS Exactus BioSolutions the materials and Information to enable BMS Exactus BioSolutions to use such assays in support of BMS’ Exactus Diagnostic’s internal research Development and development activities; provided that BMS Exactus BioSolutions shall not during the Research Development Term use such assays in support of any program for the same indication as is being pursued for the Product. At BMSExactus BioSolutions’ option, Ambrx Digital Diagnostics agrees to deliver to BMSExactus BioSolutions, at BMSExactus BioSolutions’ expense, or to dispose of Research Development Program-specific animals in Ambrx’s Digital Diagnostics’ possession following completion of the Research Development Term or earlier termination of this Agreement. The Parties agree that if Ambrx Digital Diagnostics wishes to retain any such Research Development Program-specific animalsreagents, BMS Exactus BioSolutions will consider reasonable offers from Ambrx Digital Diagnostics to purchase such Research Development Program-specific animals reagents from BMSExactus BioSolutions. In addition, upon reasonable request by BMSExactus BioSolutions, Ambrx Digital Diagnostics shall provide to BMS Exactus BioSolutions samples of any replicatable Ambrx Digital Diagnostics Materials that were previously transferred to BMS (but Exactus BioSolutions(but which are no longer available to BMSExactus BioSolutions), to the extent that such Ambrx Digital Diagnostics Materials are then available to AmbrxDigital Diagnostics. In such event, BMS Exactus BioSolutions shall reimburse Ambrx Digital Diagnostics for the out-of-pocket shipping costs with respect to such transfer.

Materials Transfer. In order to facilitate the Research Program, either Party may provide to the other Party certain materials for use by the other Party in furtherance of the Research Program and the Development and Commercialization of Compounds and ProductsProgram. All such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by the receiving Party in accordance with the terms and conditions of this Agreement solely for purposes of performing its rights and obligations under this Agreement, and the receiving Party shall not transfer such materials to any Third Party unless expressly contemplated by this Agreement or upon the written consent of the supplying Party. Upon request by BMS during the Research Term Isis shall provide BMS with samples of Compounds for use by BMS in accordance with the terms and conditions of this Agreement. Any materials provided by BMS to Isis in support of the Research Program, including but not limited to any biological materials with respect to screening assays, including any progeny, expression products, mutants, replicates, derivatives and modifications thereof, (such materials being individually and collectively referred to as the “BMS Materials”) shall be used by Isis solely for purposes of performing the Research Program and for no other purpose, and any remaining BMS Materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) to any Third Party unless expressly contemplated by this Agreement (including the Research Plan) or upon the written consent of the supplying Party. As set forth in the Research Plan, each Party shall provide the other Party with samples of Compounds, research and production strains for Compounds and corresponding host or control strains (and cell banks thereof), biological materials with respect to screening assays, and such other materials as set forth in the Research Plan for use by the other Party in accordance with the terms and conditions of this Agreement (including the Research Plan). Any materials provided by BMS to Ambrx (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by Ambrx solely for purposes of conducting the Research Program and will be returned to BMS (or destroyed as may be requested by BMS in writing) promptly following the end of the Research Term or earlier upon request by BMS. All Information information related to such BMS materials Materials shall be BMS Confidential Information. All such BMS materials and Ambrx Materials must be used with prudence and appropriate caution in any experimental work, since all of their characteristics may not be known. Ambrx shall have no obligation [***] except to the extent as may be expressly set forth in and conducted under the Research Plan or any Production Strain Work Plan. If Ambrx Isis develops any assays used in the Research Program, upon request by BMSBMS during the Research Term, Ambrx Isis shall transfer to BMS the materials and Information information to enable BMS to use such assays in support of BMS’ ’s internal research and development activities; provided that BMS shall not during the Research Term use such assays in support of any program for the same indication as is being pursued for the Product. At activities consistent with BMS’ option, Ambrx agrees to deliver to BMS, at BMS’ expense, or to dispose of Research Program-specific animals in Ambrx’s possession following completion of the Research Term or earlier termination of this Agreement. The Parties agree that if Ambrx wishes to retain any such Research Program-specific animals, BMS will consider reasonable offers from Ambrx to purchase such Research Program-specific animals from BMS. In addition, upon reasonable request by BMS, Ambrx shall provide to BMS samples of any replicatable Ambrx Materials that were previously transferred to BMS (but which are no longer available to BMS), to the extent that such Ambrx Materials are then available to Ambrx. In such event, BMS shall reimburse Ambrx for the out-of-pocket shipping costs with respect to such transferrights under Section 2.3.

Materials Transfer. In order to facilitate the Research Program, either Party may provide to the other Party certain materials for use by the other Party in furtherance of During the Research Program Term, at the request of Juno from time to time, Editas shall promptly transfer to Juno reasonably sufficient research-grade quantities of any Collaboration RNP Complexes or other Editas Materials as reasonably requested by Juno (collectively, the “Transferred Editas Materials”), solely for the following uses and purposes (the Development and Commercialization of Compounds and Products. All such materials “Permitted Purposes”): (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereofi) shall be used to conduct activities assigned to Juno by the receiving Party JSC, (ii) following the commencement of the Evaluation and Validation Period with respect to a Program, to determine whether the applicable Collaboration RNP Complex meets the Lead Candidate Selection Criteria in accordance with Section 2.6(c), (iii) following Data Package delivery for a particular Lead Candidate to evaluate whether to exercise its Opt-In Right with respect to the applicable Program and to prepare for the conduct of Development activities following the potential exercise of such Opt-In Right (including to grow and develop cell lines, develop assays and conduct other tests and activities to evaluate the Opt-In Right and to prepare for the conduct of Development activities following the potential exercise of the Opt-In Right), and (iv) for such other purposes as may be agreed to by the Parties in writing. All transfers of such Transferred Editas Materials by Editas to Juno shall be documented in a material transfer agreement in the form set forth on Exhibit B (an “Editas Material Transfer Agreement”), and shall set forth the type and name of the Transferred Editas Materials, the amount of the Transferred Editas Materials transferred and the date of the transfer of such Transferred Editas Materials. In no event shall Editas be required under this Agreement to provide to Juno (A) more than [**] of a particular Collaboration RNP Complex or (B) any Editas Materials (including RNP Complexes) of a quality higher than research grade. Juno shall only use the Transferred Editas Materials provided pursuant to this Section 2.7(a) for the Permitted Purposes and Juno shall use such Transferred Editas Materials in compliance with applicable Law, the terms and conditions of this the Editas Material Transfer Agreement solely for purposes of performing its rights and obligations under this Agreement, and the receiving Party shall not transfer such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) to any Third Party unless expressly contemplated by this Agreement (including the Research Plan) or upon the written consent of the supplying Party. As set forth in the Research Plan, each Party shall provide the other Party with samples of Compounds, research and production strains for Compounds and corresponding host or control strains (and cell banks thereof), biological materials with respect to screening assays, and such other materials as set forth in the Research Plan for use by the other Party in accordance with the terms and conditions of this Agreement (including the Research Plan). Any materials provided by BMS to Ambrx (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by Ambrx solely for purposes of conducting the Research Program and will be returned to BMS (or destroyed as may be requested by BMS in writing) promptly following the end of the Research Term or earlier upon request by BMS. All Information related to such BMS materials shall be BMS Confidential Information. All such BMS materials and Ambrx Materials must be used with prudence and appropriate caution in any experimental work, since all of their characteristics may not be known. Ambrx shall have no obligation [***] except to the extent as may be expressly set forth in and conducted under the Research Plan or any Production Strain Work Plan. If Ambrx develops any assays used in the Research Program, upon request by BMS, Ambrx shall transfer to BMS the materials and Information to enable BMS to use such assays in support of BMS’ internal research and development activities; provided that BMS shall not during the Research Term use such assays in support of any program for the same indication as is being pursued for the Product. At BMS’ option, Ambrx agrees to deliver to BMS, at BMS’ expense, or to dispose of Research Program-specific animals in Ambrx’s possession following completion of the Research Term or earlier termination of this Agreement. The Parties agree that if Ambrx wishes to retain any such Research Program-specific animals, BMS will consider reasonable offers from Ambrx to purchase such Research Program-specific animals from BMS. In addition, upon reasonable request by BMS, Ambrx shall provide to BMS samples of any replicatable Ambrx Materials that were previously transferred to BMS (but which are no longer available to BMS), to the extent that such Ambrx Materials are then available to Ambrx. In such event, BMS shall reimburse Ambrx for the out-of-pocket shipping costs with respect to such transfer.

Materials Transfer. In order to facilitate the Research Programtechnology transfer provided in Section 3.4 and facilitate Metabolex’s research and development of PPAR-d Products, either Party may Xxxxxxx shall provide to Metabolex upon the prior written request of Metabolex, at no charge, the biological material, chemical compounds and Information Controlled by Xxxxxxx and its Affiliates listed on Exhibit D that Xxxxxxx and/or its Affiliates have on hand at the relevant time, and other Party certain materials material reasonably requested by Metabolex prior to [*] that Xxxxxxx and/or its Affiliates have on hand at the relevant time (collectively, the “Materials”) for use by Metabolex solely to research and develop PPAR-d Products. To the other Party extent that such Materials consist of reports that are in furtherance the process of being written/completed as of the Research Program and relevant time, Xxxxxxx agrees to write/complete such reports prior to providing them to Metabolex. It is agreed that Xxxxxxx and/or its Affiliates shall transfer to Metabolex upon prior written request of Metabolex, all of its stock of the Development and Commercialization compounds known as [*] (including any clinical materials containing such compounds), other than such amounts that Xxxxxxx needs to retain for regulatory purposes. The Materials shall be transferred within a reasonably practicable time after the written request of Compounds and ProductsMetabolex. It is the expectation of the Parties that prior to [*], Metabolex shall only request the transfer of Materials that it needs in order to [*]. All such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall Materials provided by Xxxxxxx and/or its Affiliates under this Agreement will be used by Metabolex only for the receiving Party in accordance with specific research and development purposes as disclosed and as permitted under the terms applicable license rights granted under Section 2.1 and conditions of this Agreement solely for purposes of performing its rights subject to all the other restrictions and obligations under this Agreement, and . Such Materials will not be used or delivered to or for the receiving Party shall not transfer such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) to benefit of any Third Party unless expressly contemplated by except as otherwise permitted under this Agreement (including without the Research Plan) or upon the prior written consent of the supplying Party. As set forth in the Research PlanXxxxxxx, each Party shall provide the other Party with samples of Compounds, research and production strains for Compounds and corresponding host or control strains (and cell banks thereof), biological materials with respect to screening assays, and such other materials as set forth in the Research Plan for use by the other Party in accordance with the terms and conditions of this Agreement (including the Research Plan). Any materials provided by BMS to Ambrx (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by Ambrx solely for purposes of conducting the Research Program and will be returned to BMS (or destroyed as may be requested by BMS used in writing) promptly following the end of the Research Term or earlier upon request by BMScompliance with all applicable laws, rules and regulations. All Information related to such BMS materials shall be BMS Confidential Information. All such BMS materials and Ambrx The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work, since work because not all of their characteristics may not be known. Ambrx shall have no obligation [***] except to the extent Except as may be expressly set forth in and conducted under the Research Plan or any Production Strain Work Plan. If Ambrx develops any assays used in the Research Programherein, upon request by BMSTHE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, Ambrx shall transfer to BMS the materials and Information to enable BMS to use such assays in support of BMS’ internal research and development activities; provided that BMS shall not during the Research Term use such assays in support of any program for the same indication as is being pursued for the Product. At BMS’ optionEXPRESS OR IMPLIED, Ambrx agrees to deliver to BMS, at BMS’ expense, or to dispose of Research Program-specific animals in Ambrx’s possession following completion of the Research Term or earlier termination of this Agreement. The Parties agree that if Ambrx wishes to retain any such Research Program-specific animals, BMS will consider reasonable offers from Ambrx to purchase such Research Program-specific animals from BMS. In addition, upon reasonable request by BMS, Ambrx shall provide to BMS samples of any replicatable Ambrx Materials that were previously transferred to BMS (but which are no longer available to BMS), to the extent that such Ambrx Materials are then available to Ambrx. In such event, BMS shall reimburse Ambrx for the out-of-pocket shipping costs with respect to such transferINCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT 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. This Section 3.10 shall not apply to the supply of Therapeutics and Raw Materials pursuant to Article 6, which shall be governed by Article 6. (a) In order to facilitate the Research Program, either Party may provide to the other Party certain materials (other than samples of Target Therapeutics or Raw Materials as provided under Sections 6.2 and 6.4) for use by the other Party in furtherance of the Research Program and the Development and Commercialization of Compounds Therapeutics and Products. All such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by the receiving Party in accordance with the terms and conditions of this Agreement solely for purposes of performing its rights and obligations under this Agreement, and the receiving Party shall not transfer such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) to any Third Party unless expressly contemplated by this Agreement (including the Research Plan) or upon the written consent of the supplying Party. As set forth in the Research Plan, each Party shall provide the other Party with samples of Compounds, research and production strains for Compounds and corresponding host or control strains (and cell banks thereof), biological such materials with respect to screening assays, and such other materials as set forth in the Research Plan for use by the other Party in accordance with the terms and conditions of this Agreement (including the Research Plan). All Information related to such materials shall be Confidential Information of the providing Party. All such materials must be used with prudence and appropriate caution in any experimental work, since all of their characteristics may not be known. (b) Any materials provided by BMS to Ambrx uniQure (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by Ambrx solely for purposes of conducting the Research Program and will be returned to BMS (or destroyed as may be requested by BMS in writing) promptly following the end of the Research Term or earlier upon request by BMS. All Information related to such BMS materials shall be BMS Confidential Information. All such BMS materials and Ambrx Materials must be used with prudence and appropriate caution in any experimental work, since all of their characteristics may not be known. Ambrx shall have no obligation [***] except to the extent as may be expressly set forth in and conducted under the Research Plan or any Production Strain Work Plan. If Ambrx uniQure develops any assays used in the Research Program, upon request by BMS, Ambrx uniQure shall transfer to BMS the materials and Information to enable BMS to use such assays in support of BMS’ internal research and development activities; Development activities with respect to the Collaboration Targets. (c) Any materials provided that by uniQure to BMS (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall not during the Research Term use be returned to uniQure (or destroyed as may be requested by uniQure in writing) promptly following termination of such assays in support of any program Collaboration Target, if such materials were specifically provided for the same indication as is being pursued for the Product. At BMS’ optiona particular Collaboration Target, Ambrx agrees to deliver to BMSor, at BMS’ expenseotherwise, upon request by uniQure or to dispose of Research Program-specific animals in Ambrx’s possession following completion of the Research Term or earlier termination of this Agreement. The Parties agree that if Ambrx wishes Agreement by BMS pursuant to retain any such Research Program-specific animals, BMS will consider reasonable offers from Ambrx to purchase such Research Program-specific animals from BMS. In addition, upon reasonable request by BMS, Ambrx shall provide to BMS samples of any replicatable Ambrx Materials that were previously transferred to BMS (but which are no longer available to BMSSection 13.7(f), to the extent that such Ambrx Materials are then available to Ambrx. In such event, BMS shall reimburse Ambrx for the out-of-pocket shipping costs with respect to such transfer.

Materials Transfer. In order to (a) To facilitate the Research ProgramCollaboration and subject to applicable Law, either Party may provide to the other Party certain materials for use by the other Party in furtherance of the Research Program and the Development and Commercialization of Compounds and Products. All such materials (including, without limitation, Cronos Material Samples) to the other. Except as applicableexplicitly provided elsewhere in this Agreement, any progeny, expression products, mutants, replicates, derivatives all such materials shall be considered the Confidential Information of the Party providing such material and modifications thereof) shall be used by the receiving Party in accordance with the terms and conditions of this Agreement solely for purposes of performing 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 receiving other Party hereunder and that are not entirely consumed during the Collaboration, as well as any Confidential Information relating thereto, shall not transfer 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 (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) to any Third Party unless expressly contemplated by this Agreement (including shall be certified in writing. Except with the Research Plan) or upon the prior written consent of the supplying other Party. As set forth in the Research Plan, each a Party shall provide not make any such materials provided by the other Party with samples available to Third Parties. (b) To facilitate the Scale Up of Compoundsany Target Cannabinoid, research and production strains for Compounds and corresponding host or control strains (and cell banks thereofGinkgo will transfer to the Person(s) selected in Section 2.3(b), biological materials with respect to screening assays, and at such other materials time as set forth in Section 2.3, a seed bank sufficient to support Scale Up of the Research Plan for use Target Cannabinoid, from Collaboration Strains agreed upon by the other Party in accordance with the terms and conditions of this Agreement JSC (including the Research Plana “Scale Up Transfer”). Any materials provided by BMS Ginkgo will provide to Ambrx (includingsuch Person(s) a limited, as applicablesite-specific license to the transferred Ginkgo Background IP, any progenyCollaboration Strains, expression productsand Collaboration Strain and Process IP, mutants, replicates, derivatives and modifications thereof) shall be used by Ambrx solely for purposes of conducting the Research Program time reasonably necessary and will be returned to BMS (or destroyed as may be requested by BMS in writing) promptly following the end of the Research Term or earlier upon request by BMS. All Information related to such BMS materials shall be BMS Confidential Information. All such BMS materials and Ambrx Materials must be used with prudence and appropriate caution in any experimental work, since all of their characteristics may not be known. Ambrx shall have no obligation [***] except solely to the extent as 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. The scope of a Scale Up Transfer may be expressly modified and qualified by the contents of an applicable Work Order. For clarity, Cronos’ ability to maintain a seed bank transferred under a Scale Up Transfer is subject to and limited by the last sentence of Section 2.4(a). (c) To facilitate the Manufacture and Commercialization of each Target Cannabinoid, Ginkgo will transfer to the Person(s) selected in Section 2.4(b), at such time as set forth in Section 2.4, 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 conducted under Cronos. For clarity, the Research Plan or any Production Manufacture Transfer will be documented in strain transfer agreements on a Collaboration Strain Work Planby Collaboration Strain basis. If Ambrx develops any assays used the Person selected in Section 2.4(b) is not Cronos, the Person will be granted a sublicense pursuant to Section 4.2, to be documented in the Research Programstrain transfer agreement to effect the Manufacture Transfer. Between Ginkgo and Cronos, upon request by BMSCronos will bear all costs associated with such Manufacture Transfer. If the Person selected in Section 2.4(b) is in possession of sufficient quantities of the relevant Collaboration Strain for the Manufacture of Target Cannabinoids due to such Person having performed Scale Up activities, Ambrx shall then no additional transfer to BMS the materials and Information to enable BMS to use such assays in support of BMS’ internal research and development activities; will be required, provided that BMS shall not during the Research Term use such assays in support of any program strain transfer agreement for the same indication as Scale Up Transfer covers Manufacturing activities. For clarity, Cronos’ ability to maintain a seed bank transferred under a Manufacture Transfer is being pursued for subject to and limited by the Product. At BMS’ option, Ambrx agrees to deliver to BMS, at BMS’ expense, or to dispose last sentence of Research Program-specific animals in Ambrx’s possession following completion of the Research Term or earlier termination of this Agreement. The Parties agree that if Ambrx wishes to retain any such Research Program-specific animals, BMS will consider reasonable offers from Ambrx to purchase such Research Program-specific animals from BMS. In addition, upon reasonable request by BMS, Ambrx shall provide to BMS samples of any replicatable Ambrx Materials that were previously transferred to BMS (but which are no longer available to BMSSection 2.4(a), to the extent that such Ambrx Materials are then available to Ambrx. In such event, BMS shall reimburse Ambrx for the out-of-pocket shipping costs with respect to such transfer.

Materials Transfer. This Section 3.8 shall not apply to the supply of Licensed Compounds pursuant to Sections 6.2, which shall be governed by those respective Sections. In order to facilitate the Research Program, each Party shall provide the materials that it is required to provide under the Research Plan and, from time to time, either Party may provide to the other Party certain other materials (other than samples of Licensed Compounds as provided under Section 6.2) for use by the other Party in furtherance of the Research Program and and/or the Development and and/or Commercialization of Licensed Compounds and Licensed Products. The transfer of any such materials for the performance of the study shall be documented using the form Collaboration Material Transfer Agreement in Exhibit F. All such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by the receiving Party in accordance with the terms and conditions of this Agreement solely for purposes of performing its rights and obligations under this Agreement, and the receiving Party shall not transfer such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) to any Third Party unless expressly contemplated by this Agreement (including the Research Plan) or upon the written consent of the supplying Party. As set forth in the Research Plan, each Party shall provide the other Party with samples of Compounds, research and production strains for Compounds and corresponding host or control strains (and cell banks thereof), biological such materials with respect to screening assays, and such other materials as set forth in the Research Plan for use by the other Party in accordance with the terms and conditions of this Agreement (including the Research Plan). Any materials BMS Materials provided by BMS to Ambrx Exscientia (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by Ambrx solely for purposes of conducting the Research Program and will be returned to BMS (or destroyed as may be requested by BMS in writing) promptly following the end of the Research Term or earlier upon request by BMS. All Information related to such BMS materials shall be BMS Confidential InformationInformation of the providing Party. All such BMS materials Materials and Ambrx Exscientia Materials must be used with prudence and appropriate caution in any experimental work, since all of their characteristics may not be known. Ambrx shall have no obligation [***] except to the extent as may be expressly set forth in and conducted under the Research Plan or any Production Strain Work Plan. If Ambrx Exscientia develops any assays used in the Research Program, upon request by BMS, Ambrx Exscientia shall transfer to BMS the materials and Information under Exscientia’s possession or Control to enable BMS to for use such assays in support of BMS’ internal research and development activities; provided that BMS activities with respect to the Collaboration Targets. Upon request by BMS, Exscientia shall not during the Research Term use such assays in support of any program for the same indication as is being pursued for the Product. At BMS’ option, Ambrx agrees to deliver to BMS, BMS (at BMS’ expense, ) or to dispose of Research Program-specific animals in AmbrxExscientia’s possession following completion of the Research Term or earlier termination of this Agreement. The Parties agree that if Ambrx wishes to retain any such Research Program-specific animals, BMS will consider reasonable offers from Ambrx to purchase such Research Program-specific animals from BMS. In addition, upon reasonable request by BMS, Ambrx shall provide to BMS samples For the avoidance of any replicatable Ambrx Materials that were previously transferred to BMS (but which are no longer available to BMS), to the extent that such Ambrx Materials are then available to Ambrx. In such eventdoubt, BMS shall reimburse Ambrx for retain all right, title and interest in and to the out-of-pocket shipping costs with respect BMS Materials and Exscientia shall retain all right title and interest in and to such transferthe Exscientia Materials. Certain confidential information contained in this document, marked by [****], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Materials Transfer. In order to facilitate the Research ProgramProgram and subject to Section 3.1, either Party may RAPT shall provide [***] to the other Party certain materials Hanmi [***] samples in total under this Agreement of one or more Tool Compounds and/or Compounds, as applicable, and applicable RAPT Know-How for use by the other Party Hanmi in furtherance of the Research Program Program, provided that if Hanmi requires [***] of Tool Compounds and/or Compounds, as applicable, then the Parties shall discuss in good faith, provided, further, that [***]. Each Research Plan shall specify the quantity of Tool Compound and/or Compound, if applicable, required and how the Development and Commercialization of cost thereof will be allocated. All Tool Compounds and Products. All such materials Compounds (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by the receiving Party Hanmi in accordance with the terms and conditions of this Agreement solely for purposes of performing its rights the applicable Research Plan in accordance with this Agreement and obligations under this Agreementfor no other purpose. Without limiting the foregoing, and notwithstanding anything in this Agreement or any Research Plan to the receiving Party contrary, Hanmi shall not under any circumstances administer any Tool Compounds or Compounds (which were provided for the purpose of conducting the Research Program) to any human, and shall expressly prohibit in writing any Affiliate, Sublicensee or contractor that receives any Tool Compound or Compound from doing so. Hanmi shall not transfer such materials any Tool Compounds and/or Compounds, as applicable (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) to any Third Party unless expressly contemplated permitted by this Agreement (including the Research Plan) or upon the written consent of RAPT. Ownership of all Information generated by or on behalf of Hanmi and its Affiliates and Third Party subcontractors using the supplying Party. As set forth Tool Compound or Compound in the course of the Research Plan, each Party shall provide the other Party with samples of Compounds, research and production strains for Compounds and corresponding host or control strains Program (and cell banks thereof“Research Results”), biological materials with respect and RAPT’s right to screening assaysuse and disclosure such Research Results, and such other materials as set forth in the Research Plan for use shall be governed by the other Party in accordance with the terms and conditions of this Agreement Section 4.3 (including the Research PlanInformation Transfer to RAPT). Any materials provided by BMS to Ambrx (includingHanmi shall use all Tool Compound and Compound, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by Ambrx solely for purposes of conducting the Research Program and will be returned to BMS (or destroyed as may be requested by BMS in writing) promptly following the end of the Research Term or earlier upon request by BMS. All Information related to such BMS materials shall be BMS Confidential Information. All such BMS materials and Ambrx Materials must be used with prudence and appropriate caution in any experimental work, since all of their its characteristics may not be known. Ambrx shall have no obligation [***] except to the extent as may be expressly set forth in and conducted under the Research Plan or any Production Strain Work Plan. If Ambrx develops any assays used in the Research Program, upon request by BMS, Ambrx shall transfer to BMS the materials and Information to enable BMS to use such assays in support of BMS’ internal research and development activities; provided that BMS shall not during the Research Term use such assays in support of any program for the same indication as is being pursued for the Product. At BMS’ option, Ambrx agrees to deliver to BMS, at BMS’ expense, or to dispose of Research Program-specific animals in Ambrx’s possession following completion of the Research Term or earlier termination of this Agreement. The Parties agree that if Ambrx wishes to retain any such Research Program-specific animals, BMS will consider reasonable offers from Ambrx to purchase such Research Program-specific animals from BMS. In addition, upon reasonable request by BMS, Ambrx shall provide to BMS samples of any replicatable Ambrx Materials that were previously transferred to BMS (but which are no longer available to BMS), to the extent that such Ambrx Materials are then available to Ambrx. In such event, BMS shall reimburse Ambrx for the out-of-pocket shipping costs with respect to such transfer.

Materials Transfer. In order to facilitate the Research activities under, or to confirm any results of, a Program, either Party may provide to the other Party certain biological materials for use or chemical compounds Controlled by the supplying Party (collectively, “Materials”). Except as otherwise expressly set forth under this Agreement, all such Materials delivered to the other Party in furtherance will remain the sole property of the Research Program and the Development and Commercialization of Compounds and Products. All such materials (includingsupplying Party, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall will be used by only in the receiving Party performance of activities conducted in accordance with the terms and conditions CD123 Development Plan or applicable Research Plan or to confirm any results of this Agreement solely a Program, will not be used or delivered to or for purposes the benefit of performing its rights and obligations under this Agreement, and the receiving Party shall not transfer such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) to any Third Party unless expressly contemplated by this Agreement (including without the Research Plan) or upon the prior written consent of the supplying Party. As set forth in Party (except for Permitted Subcontractors performing any activities under the Research Plan, each Party shall provide the other Party with samples of Compounds, research and production strains for Compounds and corresponding host CD123 Development Plan or control strains (and cell banks thereof), biological materials with respect to screening assays, and such other materials as set forth in the Research Plan for use by the other Party in accordance with the terms and conditions of this Agreement (including the a Research Plan). Any materials provided by BMS to Ambrx , and will be used in compliance with Applicable Law and Regulations (includingincluding GLP, cGMP, and cGCP, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by Ambrx solely for purposes of conducting ). Each Party will use the Research Program and will be returned to BMS (or destroyed as may be requested by BMS in writing) promptly following the end of the Research Term or earlier upon request by BMS. All Information related to such BMS materials shall be BMS Confidential Information. All such BMS materials and Ambrx Materials must be used supplied under this Agreement with prudence and appropriate caution in any experimental work, since work as not all of their characteristics may not be known. Ambrx shall have no obligation [***] except 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 extent 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 may be Exhibit A. Except as expressly set forth in and conducted under the Research Plan or any Production Strain Work Planthis Agreement, THE 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. 3. If Ambrx develops any assays used in the Research Program, upon request by BMS, Ambrx shall transfer to BMS the materials and Information to enable BMS to use such assays in support of BMS’ internal research and development activities; provided that BMS shall not during the Research Term use such assays in support of any program for the same indication as is being pursued for the Product. At BMS’ option, Ambrx agrees to deliver to BMS, at BMS’ expense, or to dispose of Research Program-specific animals in Ambrx’s possession following completion Section 16.1(d) (Gilead Agent Improvement IP) of the Research Term or earlier termination of this Agreement. The Parties agree that if Ambrx wishes to retain any such Research Program-specific animals, BMS will consider reasonable offers from Ambrx to purchase such Research Program-specific animals from BMS. In addition, upon reasonable request by BMS, Ambrx shall provide to BMS samples of any replicatable Ambrx Materials that were previously transferred to BMS (but which are no longer available to BMS), to the extent that such Ambrx Materials are then available to Ambrx. In such event, BMS shall reimburse Ambrx for the out-of-pocket shipping costs with respect to such transfer.Collaboration Agreement is hereby deleted and replaced in its entirety as follows: