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. In order to facilitate the Research Program, either Party may provide to the other Party certain biological materials or chemical compounds Controlled by the supplying Party, including Active Compounds or other compounds for testing against 19AJ, (collectively, the “Materials”) for use by the other Party in furtherance of the Research Program Program. For the avoidance of doubt, it is agreed that only those Materials comprising Arena Technology or J&J Technology will be disclosed under the foregoing, and the Development and Commercialization of Compounds and Products. All all such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall Materials will be used by the receiving other Party in accordance with only as permitted under the terms applicable license rights granted under Article 5 and conditions of this Agreement solely for purposes of performing its rights subject to all the other restrictions and obligations under this Agreement. Except as otherwise provided under this Agreement, and all such Materials delivered to the receiving other Party shall will remain the sole property of the supplying Party, will be used only in furtherance of the Research Program in accordance with this Agreement, will 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 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 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 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 transferCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE PORTIONS MARKED BY ASTERISKS INCLUDING 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. 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 Programdevelopment activities contemplated by this Agreement, either Party BioAtla may provide to Himalaya, its Licensees or Affiliates or other Selling Parties or Third Party Service Providers, or Himalaya may provide to BioAtla on behalf of its Licensees or Affiliates or Third Party Service Providers, certain biological materials or chemical compounds Controlled by the other Party certain materials supplying party [***] Certain information in this document identified by brackets has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (collectively, “Materials”) for use by the other Party receiving party solely in furtherance of such development activities. For clarity, such Materials do not include the CAB Antibodies provided by BioAtla hereunder or under any License Agreement. Except as otherwise provided for under this Agreement, all such Materials delivered to a party will remain the sole property of the supplying party, will be used only 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 development activities conducted in accordance with the terms and conditions of this Agreement solely for purposes of performing its rights and obligations under this Agreement, and 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, except for subcontractors or Third Party unless expressly contemplated by this Agreement (including Service Providers, without the Research Plan) or upon the prior written consent of the supplying Party. As set forth in the Research Planparty, 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 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 WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

Materials Transfer. In 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 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 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. 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 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 To facilitate the Research ProgramDevelopment activities contemplated by this Agreement, either Party may provide to the other Party certain biological materials or chemical compounds Controlled by the supplying Party (collectively, “Materials”) for use by the other Party in furtherance of the Research Program and the such Development and Commercialization of Compounds and Productsactivities. All such materials (including, Except 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 otherwise provided for purposes of performing its rights and obligations under this Agreement, and all such Materials delivered to the receiving other Party shall will remain the sole property of the supplying Party, will be used only in furtherance of the Development activities conducted in accordance with this Agreement, will 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 Party, except for sublicensees (including Sublicensees in the Research Plancase of AMAG) or upon subcontractors, without 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 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. 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 as expressly set forth in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR [***] except to the extent as may be expressly set forth in and conducted under the Research Plan or any Production Strain Work PlanINDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. If Ambrx develops any assays used in the Research ProgramALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, upon request by BMSAS AMENDED 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 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.