Common use of Transfer of Materials Clause in Contracts

Transfer of Materials. Subject to the provisions of this Agreement, Archemix shall transfer to SomaLogic the Materials as specified below and hereby grants to SomaLogic a non-exclusive, royalty-free license to use the intellectual property rights embodied in the Materials for the purpose of enabling SomaLogic to conduct Research. SomaLogic acknowledges that this Agreement conveys no other rights of any sort with respect to the Materials or the intellectual property rights embodied therein and that Archemix shall not be obligated to provide any such rights in the future. Archemix will provide SomaLogic with up to [***] of aptamer, as requested by SomaLogic. In no case, however, will Archemix be obligated to provide more than [***] of aptamer for initial testing. Material will be provided as a [***] or [***] in purified form suitable for in vitro testing [***] and/or [***] into [***]. Material will be provided together with a Certificate of Analysis indicating the purity of the material and the method used to determine its purity. If significant concentrations of major contaminants are known (e.g., primers or NTPs used for enzymatic synthesis) they will be identified in the Certificate of Analysis. The aptamer will be provided with a [***] such that subsequent [***] can be achieved. With respect to Archemix Aptamer Materials and where possible, Archemix will provide SomaLogic with the applicable target in its unmodified form as well as with any modified forms (e.g., biotinylated) used for the SELEX experiment. If the target is commercially available, Archemix will provide SomaLogic information on the source, Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. and it will be SomaLogic’s responsibility to obtain the target from the commercial supplier. With respect to Archemix Target Materials, Archemix will provide SomaLogic with 1 mg of each purified target.

Transfer of Materials. Subject to the provisions of this Agreement, Archemix SomaLogic shall transfer to SomaLogic Archemix the Materials as specified below and hereby grants to SomaLogic Archemix a non-exclusive, royalty-free license to use the intellectual property rights embodied in the Materials for the purpose of enabling SomaLogic Archemix to conduct Research. SomaLogic Archemix acknowledges that this Agreement conveys no other rights of any sort with respect to the Materials or the intellectual property rights embodied therein and that Archemix SomaLogic shall not be obligated by this Agreement to provide any such rights in the future. Archemix SomaLogic will provide SomaLogic Archemix with up enough Material to [***] of aptamer, as requested by SomaLogiccomplete the experimental program outlined above. In no case, however, will Archemix SomaLogic be obligated to provide more than [***] of aptamer for initial testing. Material will be provided as a [***] or [***] in purified form suitable for in vitro testing [***] and/or [***] into [***]. Material will be provided together with a Certificate of Analysis indicating the purity of the material and the method used to determine its purity. If significant concentrations of major contaminants are known (e.g., primers or NTPs used for enzymatic synthesis) they will be identified in the Certificate of Analysis. The aptamer will be provided with a [***] such that subsequent [***] can be achieved. With respect to Archemix Aptamer Materials and where Where possible, Archemix SomaLogic will provide SomaLogic Archemix with the applicable target protein in its unmodified form as well as with any modified forms (e.g., biotinylated) used for the SELEX experiment. If the target is commercially available, Archemix will provide SomaLogic information on the source, Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. and it will be SomaLogic’s responsibility to obtain the target from the commercial supplier. With respect to Archemix Target Materials, Archemix will provide SomaLogic with 1 mg of each purified target.

Transfer of Materials. Subject to the provisions of this Agreement, Archemix (a) Merck shall transfer to SomaLogic Scynexis, free of charge, the Materials as specified below within sixty (60) days of the Effective Date. (b) Merck shall use commercially reasonable efforts to arrange and hereby grants to SomaLogic a non-exclusive, royalty-free license to use conduct the intellectual property rights embodied in shipment of the Materials for in a manner commensurate with the purpose care and maintenance requirements of enabling SomaLogic to conduct Researchthe Materials. SomaLogic acknowledges that this Agreement conveys no other rights of any sort with respect to the Materials or the intellectual property rights embodied therein and that Archemix shall not be obligated to provide any such rights in the future. Archemix will provide SomaLogic with up to Within [***] of aptamerdelivery of the Materials, as requested by SomaLogicScynexis shall confirm due receipt thereof in writing, which confirmation shall be conclusive evidence of the discharge of Merck’s obligations hereunder. In If no casewritten confirmation is provided within the required time period, however, will Archemix then Scynexis shall be obligated deemed to provide more than have received the Materials and Merck’s obligations fully discharged. [***] of aptamer for initial testing. Material will be provided as a [***] or [***] = Certain confidential information contained in purified form suitable for in vitro testing [***] and/or [***] into [***]. Material will be provided together with a Certificate of Analysis indicating the purity of the material and the method used to determine its purity. If significant concentrations of major contaminants are known (e.g.this document, primers or NTPs used for enzymatic synthesis) they will be identified in the Certificate of Analysis. The aptamer will be provided with a [***] such that subsequent [***] can be achieved. With respect to Archemix Aptamer Materials and where possiblemarked by brackets, Archemix will provide SomaLogic with the applicable target in its unmodified form as well as with any modified forms (e.g., biotinylated) used for the SELEX experiment. If the target is commercially available, Archemix will provide SomaLogic information on the source, Portions of this Exhibit were has been omitted and have been filed separately with the Secretary of the Securities and Exchange Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities ActAct of 1933, as amended. (c) Merck shall hold title to and risk of loss and damage to the Materials under this Agreement, until tender to Scynexis at Scynexis’ offices, or designated facility at which time, title and risk of loss and damage to the Materials shall transfer to Scynexis. No right or interest in any know-how or any other intellectual property rights of Merck shall be otherwise transferred by the transfer of the Materials. (d) Scynexis acknowledges and it will be SomaLogic’s responsibility agrees that the Materials are experimental and are supplied to obtain Scynexis “as is.” (I) NO REPRESENTATION, CONDITION OR WARRANTY WHATSOEVER IS MADE OR GIVEN BY OR ON BEHALF OF MERCK; AND (II) ALL OTHER CONDITIONS AND WARRANTIES WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE ARE HEREBY EXPRESSLY EXCLUDED, INCLUDING ANY CONDITIONS AND WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Scynexis agrees to rely solely upon its own opinion of the target from the commercial supplier. With respect Materials with regard to Archemix Target Materials, Archemix will provide SomaLogic with 1 mg of each purified targettheir safety and suitability for any purpose.

Transfer of Materials. Subject If applicable pursuant to the provisions then current Collaboration Plan and on a Program-by-Program basis, in order to facilitate the activities contemplated under the Collaboration Plan, one Party shall provide the other Party with sufficient quantities of certain physical Materials as set forth in the Collaboration Plan and other Materials as such Party may provide from time to time under this Agreement. Except as otherwise expressly set forth in this Agreement, Archemix shall transfer all such Materials delivered to SomaLogic one Party by the Materials other Party will remain the sole property of the delivering Party, will be used only as specified below and hereby grants to SomaLogic a non-exclusive, royalty-free license to use the intellectual property rights embodied in the Materials Collaboration Plan and shall not be reverse engineered, deconstructed or analyzed in any way except as expressly permitted in the Collaboration Plan. The receiving Party shall not transfer, deliver or disclose any such Materials, or any derivatives, analogs, modifications or components thereof, to any Third Party without the prior written approval of the other Party, except to subcontractors performing any activities as contemplated in the Collaboration Plan under written conditions as restrictive as those set forth herein, Sublicensees and to Regulatory Authorities for the purpose of enabling SomaLogic to conduct Researchcarrying out the development and commercialization of Collaboration Compound and Product. SomaLogic acknowledges that The receiving Party will use the Materials supplied under this Agreement conveys no with appropriate caution in any experimental work as not all of their characteristics may be known. The delivering Party will provide to the other rights Party the most current material safety data sheet for the Materials upon transfer of any sort with respect Materials, if available. Roche will deliver Materials to the Materials Hookipa under DAP Hookipa Vienna or the intellectual property rights embodied therein and that Archemix shall not be obligated to provide any such rights in the futureHookipa’s designee), Incoterms® 2020. Archemix Hookipa will provide SomaLogic with up to [***] of aptamerRoche prior to Material deliveries all the necessary import documentation including but not limited to licenses and other permissions. Hookipa will deliver Materials to Roche under DAP (Roche Basel or Roche’s designee), as requested by SomaLogicIncoterms® 2020. In no case, however, will Archemix be obligated to provide more than [***] of aptamer for initial testing. Material will be provided as a [***] or [***] in purified form suitable for in vitro testing [***] and/or [***] into [***]. Material will be provided together with a Certificate of Analysis indicating At the purity end of the material Collaboration Term for a Program, any unused Materials supplied by one Party hereunder and any derivatives, analogs, modifications or components thereof shall be, at the method used delivering Party’s option, either returned to determine its purity. If significant concentrations of major contaminants are known (e.g., primers or NTPs used for enzymatic synthesis) they will be identified destroyed at the receiving Party’s cost in accordance with instructions by the Certificate of Analysis. The aptamer will be provided with a [***] such that subsequent [***] can be achieved. With respect to Archemix Aptamer Materials and where possible, Archemix will provide SomaLogic with the applicable target in its unmodified form as well as with any modified forms (e.g., biotinylated) used for the SELEX experiment. If the target is commercially available, Archemix will provide SomaLogic information on the source, Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. and it will be SomaLogic’s responsibility to obtain the target from the commercial supplier. With respect to Archemix Target Materials, Archemix will provide SomaLogic with 1 mg of each purified targetdelivering Party.

Transfer of Materials. Subject (a) Array shall use the Materials solely to perform its obligations under the Agreement. Array will not sell, transfer, disclose or otherwise provide access to the provisions Materials, or any method or process relating thereto or any material that could not have been made but for access to the foregoing, to any person or entity without the prior express written consent of InterMune. Ownership of the Materials will remain solely and exclusively with InterMune, and Array will not acquire any right, title or interest in or to the Materials. (b) Array acknowledges that the Materials may have biological and/or chemical properties that are unpredictable and unknown at the time of transfer, that they are to be used with caution and prudence and that they are not to be used for testing in or treatment of humans. (c) Array will, at InterMune’s written directions, return or dispose of any unused portions of the Material. Any such disposal will conform to prescribed federal, state and local guidelines. (d) THE MATERIALS ARE SUPPLIED WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THEY ARE FREE FROM THE RIGHTFUL CLAIM OF ANY THIRD PARTY BY WAY OF INFRINGEMENT OR THE LIKE. INTERMUNE MAKES NO REPRESENTATIONS THAT THE USE OF THE MATERIALS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTIES. (e) This Section 9.6 will survive any expiration or termination of the Agreement. Except as set forth above, all terms and conditions of the Agreement will remain in full force and effect. Any capitalized term used herein and not otherwise defined will have the same meaning as set forth in the Agreement. Please acknowledge your agreement to the above by having an authorized Array representative countersigning both enclosed copies of this letter where indicated below, and returning one original to the attention of Xxxxxx Xxxxxx, Manager, Legal Affairs, at InterMune. We would be happy to proceed based on receipt of a facsimile copy while awaiting the original. Sincerely, Xxxxxxx X. Xxxxxxxxxx Executive Vice President of Legal Affairs Name: Title: Date: General Counsel, Array BioPharma Chief Operating Officer, Array BioPharma [ * ]. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. VIA FAX AND FEDERAL EXPRESS January 7, 2004 Xxxxx X. Xxxxxxx, Ph.D. Chief Operating Officer Array BioPharma, Inc. 0000 Xxxxxx Xxxxxx Xxxxxxx, XX 00000 Dear Xx. Xxxxxxx: As you know, InterMune, Inc. (“InterMune”) and Array BioPharma, Inc. (“Array”) are parties to that certain Drug Discovery Collaboration Agreement dated September 13, 2002, as amended May 8, 2003 (the “Agreement”). The parties agree that the Agreement is hereby amended as follows, Archemix shall transfer to SomaLogic effective as of the Materials date of this Amendment No. 2 (“Amendment Effective Date”): 1. The [ * ] is hereby removed as specified below and hereby grants to SomaLogic a non-exclusive, royalty-free license to use [ * ] of the intellectual property rights embodied in the Materials Agreement solely for the purpose of enabling SomaLogic Array entering into an [ * ] arrangement with a third party (the “Third Party”) for [ * ], and subject to conduct Researchthe terms of this Amendment No. 2. SomaLogic acknowledges that this Accordingly: (a) InterMune hereby waives its option to [ * ] under Section 2.7.2 of the Agreement conveys no other rights of any sort solely with respect to such arrangement with the Materials Third Party. (b) If such arrangement with the Third Party has not been concluded within three (3) months from the Amendment Effective Date as evidenced by an executed written agreement, then [ * ] automatically will be reinstated as a [ * ] of the Agreement, and all of InterMune’s rights and Array’s obligations under the Agreement with respect to [ * ] will be reinstated in full. InterMune agrees that Array does not need to provide InterMune with a copy of such written agreement, so long as InterMune receives by three (3) months from the Amendment Effective Date a written certification, in the form attached as Exhibit A hereto, from an authorized officer of Array that a written agreement for such [ * ] arrangement has been executed. Any material misrepresentation set forth in such certification will be deemed a material breach of this Amendment No. 2. (c) If such arrangement is concluded with the Third Party, but the [ * ] thereafter revert to Array for any reason, then [ * ] automatically will be reinstated as a [ * ] of the Agreement, and all of InterMune’s rights and Array’s obligations under the Agreement with respect to [ * ] will be reinstated in full. Array will give InterMune prompt written notice of any such reversion. (d) Nothing in this Amendment No. 2 will be deemed to: (i) grant to Array any further right, title or the interest in or to any intellectual property rights embodied therein (including, without limitation, any patent rights) Controlled by InterMune other than as expressly stated in Sections 4.1.1 and that Archemix 4.3 of the Agreement; (ii) permit Array to use any Hit Compound, Lead Compound or Product for any purpose other than the Research Collaboration conducted in accordance with the Agreement; nor (iii) permit Array to grant to any third party any right, title or interest in or to any Hit Compound, Lead Compound or Product. 2. In consideration for InterMune’s agreement as set forth in Section 1 above, and irrespective of the outcome of the negotiations or arrangement between Array and the Third Party: (i) During the Research Term, Array shall provide, at its sole cost and expense, [ * ] additional FTEs to conduct the Research Collaboration. Such additional FTEs will bring the present number of FTEs conducting the Research Collaboration from [ * ] to [ * ]. Each such individual shall have the appropriate skills, training, experience and ability to perform his or her responsibilities under the Research Plan. (ii) If Array fails to provide such additional FTEs as described in subsection (a)(i) above, then in addition to any other remedies available to InterMune at law or equity, InterMune shall be entitled to offset the costs of such additional FTEs (based on the Array FTE Rate, as defined in Section 5.1.2 of the Agreement) against any amounts due to Array under the Agreement, including, without limitation, any milestone and/or royalty payments. (b) Except for purposes of the Research Collaboration conducted in accordance with the Agreement, Array shall not develop (either pre-clinically or clinically), use, import, make, have made, sell or offer for sale any Hit Compound, Lead Compound or Product, including, without limitation, in conjunction with any other compound or product. (c) Array shall not enable (including without limitation through the grant of a license or covenant) any Array Affiliate or Third Party to develop (either pre-clinically or clinically), use, import, make, have made, sell or offer for sale any Hit Compound, Lead Compound or Product, including, without limitation, in conjunction with any other compound or product. 3. If Array materially breaches this Amendment Number 2, then InterMune will be obligated entitled to provide seek any and all remedies available at law and or equity. Without limiting the generality of the foregoing, in the event of any such material breach: (i) [ * ] automatically will be reinstated as a [ * ] of the Agreement; and (ii) all of InterMune’s rights and Array’s obligations under the Agreement with respect to [ * ] will be reinstated in full. Except as set forth above, all terms and conditions of the Agreement will remain in full force and effect. Any capitalized term used herein and not otherwise defined will have the same meaning as set forth in the futureAgreement. Archemix will provide SomaLogic with up Please acknowledge your agreement to [***] of aptamer, as requested the above by SomaLogic. In no case, however, will Archemix be obligated to provide more than [***] of aptamer for initial testing. Material will be provided as a [***] or [***] in purified form suitable for in vitro testing [***] and/or [***] into [***]. Material will be provided together with a Certificate of Analysis indicating the purity of the material and the method used to determine its purity. If significant concentrations of major contaminants are known (e.g., primers or NTPs used for enzymatic synthesis) they will be identified in the Certificate of Analysis. The aptamer will be provided with a [***] such that subsequent [***] can be achieved. With respect to Archemix Aptamer Materials and where possible, Archemix will provide SomaLogic with the applicable target in its unmodified form as well as with any modified forms (e.g., biotinylated) used for the SELEX experiment. If the target is commercially available, Archemix will provide SomaLogic information on the source, Portions having an authorized Array representative countersign both enclosed copies of this Exhibit were omitted Amendment No. 2 where indicated below, and have been filed separately with the Secretary of the Commission pursuant returning one original to the Company’s application requesting confidential treatment under Rule 406 attention of Xxxxxx Xxxxx, Contracts Administrator, at InterMune. We would be happy to proceed based on receipt of a facsimile copy while awaiting the Securities Actoriginal. and it will be SomaLogic’s responsibility to obtain the target from the commercial supplier. With respect to Archemix Target MaterialsSincerely, Archemix will provide SomaLogic with 1 mg Xxxxx Xxxxx Vice President of each purified target.Biopharmacology Research Name: Title: