Common use of Materials Transfer Clause in Contracts

Materials Transfer. (a) In order to facilitate the Preclinical Development Program, either Party may provide to the other Party certain materials (other than samples of Compounds, and starting materials, intermediates and reagents for the synthesis of Compounds, provided by CytomX to BMS under this Agreement) for use by the other Party in furtherance of the Preclinical 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 that are made by the receiving Party and that include the materials of the supplying Party), to the extent such material is not generally available from a Third Party (any such materials provided by BMS, the “BMS Materials”), 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 Preclinical Plan) or upon the written consent of the supplying Party. For clarity, this Section 3.9(a) shall not restrict either Party from using materials that are publicly available from a Third Party. As set forth in the Preclinical Plan, CytomX shall provide BMS with samples of CytomX Materials and BMS shall provide CytomX with samples of BMS Materials, for use by the other Party in accordance with the terms and conditions of this Agreement (including the Preclinical Plan). For clarity, CytomX shall supply sufficient quantities of Compounds for both Parties to perform their responsibilities through the completion of Section 9a of the initial Preclinical Plan set forth on Exhibit E for each Product, and thereafter as mutually agreed by the Parties. Any BMS Materials provided by BMS to CytomX (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by CytomX solely for purposes of conducting the Preclinical Development 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 to the extent directed to such BMS Materials shall be BMS Confidential Information. CytomX agrees to use all such BMS Materials with prudence and appropriate caution in any experimental work, since all of their characteristics may not be known, and BMS Agrees to use all such CytomX Materials with prudence and appropriate caution in any experimental work. If CytomX develops any assays, that are not Tools, used in the Preclinical Development Program, upon request by BMS, CytomX shall transfer to BMS the CytomX Materials and Information to enable BMS to use such assays in support of BMS’ research and development activities under this Agreement. Upon request by BMS, CytomX shall deliver to BMS (at BMS’ expense) or dispose of any animals in CytomX’s possession following completion of the Research Term or earlier termination of this Agreement by BMS pursuant to Section 13.3(a) or Section 13.5. (b) Upon request by BMS during the Research Term for a Compound, CytomX shall transfer to BMS, and shall cause its Third Party manufacturers (if applicable) to transfer to BMS, CytomX’s inventory of Compounds and Products provided that CytomX shall retain that portion of such inventory required by CytomX to fulfill its responsibilities under the Preclinical Plan. Nothing in this Section 3.9 shall modify BMS’s obligations of confidentiality under Article 12.

Materials Transfer. (a) In order to facilitate the Preclinical Development Program, either Party may provide to the other Party certain materials (other than samples of Compounds, and starting materials, intermediates and reagents for the synthesis of Compounds, provided by CytomX to BMS under this Agreement) for use by the other Party in furtherance of the Preclinical 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 that are made by the receiving Party and that include the materials of the supplying Party), to the extent such material is not generally available from a Third Party (any such materials provided by BMS, the “BMS Materials”), 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 Preclinical Plan) or upon the written consent of the supplying Party. For clarity, this Section 3.9(a) shall not restrict either Party from using materials that are publicly available from a Third Party. As set forth in the Preclinical Plan, CytomX shall provide BMS with samples of CytomX Materials and BMS shall provide CytomX with samples of BMS Materials, for use by the other Party in accordance with the terms and conditions of this Agreement (including the Preclinical Plan). For clarity, CytomX shall supply sufficient quantities of Compounds for both Parties to perform their responsibilities through the completion of Section 9a of the initial Preclinical Plan set forth on Exhibit E for each Product, and thereafter as mutually agreed by the Parties. Any BMS Materials provided by BMS to CytomX (including, as applicable, applicable [***] any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by CytomX solely for purposes of conducting the Preclinical Development 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 to the extent directed to such BMS Materials shall be BMS Confidential Information. CytomX XxxxxX agrees to use all such BMS Materials with prudence and appropriate caution in any experimental work, since all of their characteristics may not be known. Conversely, any [***] (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) provided by CytomX to BMS Agrees shall be used by BMS solely for purposes of performing activities hereunder in support of the Preclinical Development Program, or for the Development, manufacturing and Commercialization of Compounds and Products. All Information that pertains solely to [***] shall be deemed CytomX Confidential Information. BMS agrees to use all such CytomX Materials with prudence and appropriate caution in any experimental work, since all of their characteristics may not be known. If CytomX develops any assays, that are not Tools, used in the Preclinical Development Program, upon request by BMS, CytomX shall transfer to BMS the CytomX Materials and Information to enable BMS to use such assays in support of BMS’ research and development activities under this Agreement. Upon request by BMS, CytomX shall deliver to BMS (at BMS’ expense) or dispose of any animals in CytomX’s possession following completion of the Research Term or earlier termination of this Agreement by BMS pursuant to Section 13.3(a) or Section 13.5. (b) Upon request by BMS during the Research Term for a Compound, CytomX shall transfer to BMS, and shall cause its Third Party manufacturers (if applicable) to transfer to BMS, CytomX’s inventory of Compounds and Products provided that CytomX shall retain that portion of such inventory required by CytomX to fulfill its responsibilities under the Preclinical Plan. Nothing in this Section 3.9 shall modify BMS’s obligations of confidentiality under Article 12.

Materials Transfer. (a) In order to facilitate the Preclinical Development ProgramCollaboration, either Party party may provide to the other Party party certain biological materials (other than samples of or chemical compounds including, but not limited to, Collaboration ASO Compounds, and starting materialsAmgen ASO Compounds, intermediates Amgen Gene Targets, screens, animal models, cell lines, cells, nucleic acids, receptors and reagents for (collectively, "MATERIALS") Controlled by the synthesis of Compounds, provided by CytomX to BMS under this Agreement) supplying party for use by the other Party party in furtherance of the Preclinical Development Program Collaboration. Except as otherwise provided under this Agreement (e.g., Amgen's rights pursuant to Sections 4.5, 4.6 and 5.1(a)(ii)), all such Materials delivered to the Development and Commercialization of Compounds and Products. All such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof that are made by other party shall remain the receiving Party and that include the materials sole property of the supplying Party), to the extent such material is not generally available from a Third Party (any such materials provided by BMS, the “BMS Materials”)party, shall be used by only in furtherance of the receiving Party Collaboration in accordance with the terms and conditions of this Agreement and remain solely for purposes under the control of performing its rights and obligations under this Agreementthe other party, and the receiving Party shall 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 Preclinical Plan) or upon the prior written consent of the supplying Party. For clarityparty, this Section 3.9(a) and shall not restrict either Party from using materials that are publicly available from a Third Party. As set forth in the Preclinical Plan, CytomX shall provide BMS with samples of CytomX Materials and BMS shall provide CytomX with samples of BMS Materials, for use by the other Party in accordance with the terms and conditions of this Agreement (including the Preclinical Plan). For clarity, CytomX shall supply sufficient quantities of Compounds for both Parties to perform their responsibilities through the completion of Section 9a of the initial Preclinical Plan set forth on Exhibit E for each Product, and thereafter as mutually agreed by the Parties. Any BMS Materials provided by BMS to CytomX (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by CytomX solely for purposes of conducting the Preclinical Development Program and will be returned to BMS (in research 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 testing involving human subjects, except to the extent directed to such BMS permitted by applicable law and permitted by the licenses granted hereunder. The Materials shall supplied under this Section 3.6 must be BMS Confidential Information. CytomX agrees to use all such BMS Materials used with prudence and appropriate caution in any experimental work, since because not all of their characteristics may not be known, and BMS Agrees to use all such CytomX Materials with prudence and appropriate caution . Except as expressly set forth in any experimental work. If CytomX develops any assays, that are not Tools, used in the Preclinical Development Program, upon request by BMS, CytomX shall transfer to BMS the CytomX Materials and Information to enable BMS to use such assays in support of BMS’ research and development activities under this Agreement. Upon request by BMS, CytomX shall deliver to BMS (at BMS’ expense) or dispose of any animals in CytomX’s possession following completion of the Research Term or earlier termination of this Agreement by BMS pursuant to Section 13.3(a) or Section 13.5(including, without limitation, Sections 3.7, 3.10 and 10.2), THE MATERIALS ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY. (b) Upon request by BMS during the Research Term for a Compound, CytomX shall transfer to BMS, and shall cause its Third Party manufacturers (if applicable) to transfer to BMS, CytomX’s inventory of Compounds and Products provided that CytomX shall retain that portion of such inventory required by CytomX to fulfill its responsibilities under the Preclinical Plan. Nothing in this Section 3.9 shall modify BMS’s obligations of confidentiality under Article 12.

Materials Transfer. 3.8.1 Each Party (aeach, a “Supplying Party”) In order to facilitate the Preclinical Development Program, either Party may provide shall transfer to the other Party(ies) (each, a “Receiving Party”) the Materials required to be transferred by such Supplying Party certain materials (other than samples of Compoundsto such Receiving Party, and starting materials, intermediates and reagents for as set forth in the synthesis of Compounds, provided by CytomX to BMS under this Agreement) for use by the other Party in furtherance of the Preclinical Development Program and the Development and Commercialization of Compounds and ProductsR&D Plan. All such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof that are made by the receiving Party and that include the materials of the supplying Party), to the extent such material is not generally available from a Third Party (any such materials provided by BMS, the “BMS Materials”), Materials shall be used by the receiving Receiving Party in accordance with the terms and conditions of this Agreement Agreement, including the MACROBUTTON DocID \\4126-6252-2948 v34 R&D Plan, solely for purposes the purpose of performing its R&D Activities under the R&D Plan or, with respect to Novo Nordisk, exercising its rights and obligations under this Agreement, and the receiving Receiving Party shall not transfer such materials (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) Materials to any Third Party unless expressly Party, except to an independent contractor as provided in Section 3.6, as otherwise contemplated by this Agreement (including the Preclinical R&D Plan) or upon the written consent of the supplying Supplying Party. For clarity, this Section 3.9(a) shall 3.8 will not restrict either a Party from using materials Materials that are publicly available from a Third Party. As set forth in Except for any clinical supplies of the Preclinical IND-Enabling Candidate produced by the Parties under the R&D Plan, CytomX any unused Materials shall provide BMS with samples of CytomX Materials and BMS shall provide CytomX with samples of BMS Materials, for use by the other Party in accordance with the terms and conditions of this Agreement (including the Preclinical Plan). For clarity, CytomX shall supply sufficient quantities of Compounds for both Parties to perform their responsibilities through the completion of Section 9a of the initial Preclinical Plan set forth on Exhibit E for each Product, and thereafter as mutually agreed by the Parties. Any BMS Materials provided by BMS to CytomX (including, as applicable, any progeny, expression products, mutants, replicates, derivatives and modifications thereof) shall be used by CytomX solely for purposes of conducting the Preclinical Development Program and will be returned to BMS the Supplying Party (or destroyed as may be requested by BMS the Supplying Party in writing) promptly following the end of the Research Term or earlier upon request by BMSthe Supplying Party. All Confidential Information that specifically relates to the Materials shall be Confidential Information of the Supplying Party. 3.8.2 Each Party shall not, and shall not attempt to, and shall not permit any Affiliate or a Third Party to, or attempt to, identify or determine in any way the chemical, physical or structural characteristics or identity, sequence or composition of any of the Supplying Party’s Materials nor modify or make derivatives or analogs of the Supplying Party’s Materials, and shall not reverse engineer, reverse compile, disassemble or otherwise attempt to derive the composition or underlying information, structure or ideas of any of the Supplying Party’s Materials or analyze such Materials by physical, chemical or biochemical means, except, in each case, to the extent directed set forth in the R&D Plan or as necessary to such BMS Materials conduct the R&D Plan or, with respect to Novo Nordisk, exercising its rights under this Agreement. 3.8.3 The Receiving Party shall be BMS Confidential Information. CytomX agrees to use all such BMS Materials with prudence and appropriate caution in any experimental work, since all of their characteristics may not be known. THE MATERIALS PROVIDED UNDER THIS AGREEMENT ARE EXPERIMENTAL IN NATURE. EXCEPT AS SET FORTH IN THIS AGREEMENT, and BMS Agrees to use all such CytomX Materials with prudence and appropriate caution in any experimental work. If CytomX develops any assays(A) SUCH MATERIALS ARE PROVIDED “AS IS,” AND (B) WITH RESPECT TO SUCH MATERIALS, that are not ToolsTHE SUPPLYING PARTY (I) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, used in the Preclinical Development ProgramEITHER EXPRESS OR IMPLIED, upon request by BMSAND (II) EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, CytomX shall transfer to BMS the CytomX Materials and Information to enable BMS to use such assays in support of BMS’ research and development activities under this Agreement. Upon request by BMSINCLUDING WARRANTIES OF NON-INFRINGEMENT, CytomX shall deliver to BMS (at BMS’ expense) or dispose of any animals in CytomX’s possession following completion of the Research Term or earlier termination of this Agreement by BMS pursuant to Section 13.3(a) or Section 13.5MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (b) Upon request by BMS during the Research Term for a Compound, CytomX shall transfer to BMS, and shall cause its Third Party manufacturers (if applicable) to transfer to BMS, CytomX’s inventory of Compounds and Products provided that CytomX shall retain that portion of such inventory required by CytomX to fulfill its responsibilities under the Preclinical Plan. Nothing in this Section 3.9 shall modify BMS’s obligations of confidentiality under Article 12.