Common use of Transfers of Materials Clause in Contracts

Transfers of Materials. In the event that the Parties mutually agree that a transfer of any biopharmaceutical, biological, chemical or other material (“Material(s)”) from Zymeworks or GSK respectively (the “Transferor”) to GSK or Zymeworks respectively (the “Transferee”) is necessary or desirable to facilitate the Parties’ activities pursuant to this Agreement (including, in connection with GSK deciding to include a Zymeworks Improvement within the Licenses or otherwise in connection with any right of Zymeworks or GSK in connection with this Agreement or to be agreed in connection with this Agreement), the Parties shall document such transfer using the material transfer record form set out in Exhibit 3.6 (the “Material Transfer Record Form”) and the Transferor shall effect such transfer in accordance with the following provisions: (i) The Transferor shall complete and submit to the Transferee for counter-signature (and the Transferee shall counter-sign), the Material Transfer Record Form prior to the transfer of the Material. (ii) The Transferor warrants that it has the full right and authority to transfer the Materials to the Transferee for use within the scope agreed by the Parties in writing in the Material Transfer Record Form. (iii) The Material and related information provided by Transferor shall remain the property of Transferor or remain under the control of Transferor and shall be kept securely by Transferee and shall not be provided by Transferee, without the prior written consent of Transferor, to any Third Party, other than any Third Party appointed by the Transferee and set forth in the Material Transfer Record Form. (iv) The Transferee shall only use the Material for the purpose of the performing the activities agreed to by the Parties in writing in the Material Transfer Record Form and shall only use the Material in accordance with all Applicable Laws. (v) The Transferee shall not use the Material in any human subjects. (vi) The Transferee acknowledges that the Material is experimental in nature and provided “as is” and that the Transferor makes no representation or extends no warranty of any kind with respect to the Material and hereby disclaims all warranties, either express or implied, including, but not limited to, any warranty of merchantability, fitness for a particular purpose or that their use does not or shall not infringe any patent rights of Third Parties. (vii) The Transferee shall use the Material at its own risk and in accordance with Applicable Laws and any safety instructions provided by the Transferor. (viii) The Transferee shall, at the election and direction of the Transferor following completion of the purpose for which the Material was transferred, destroy or return the Material. (ix) Ownership of all Materials transferred in accordance with this Section 3.6 shall be retained by the Transferor.

Transfers of Materials. In the event that the Parties mutually agree agree, pursuant to the Research Collaboration Plan, that a transfer of any biopharmaceutical, biological, chemical or other material (“Material(s)”) from GSK or Zymeworks or GSK respectively (the “Transferor”) to Zymeworks or GSK or Zymeworks respectively (as the case may be) (the “Transferee”) is necessary or desirable to facilitate the Parties’ collaborative activities pursuant to this Agreement (including, in connection with GSK deciding to include a Zymeworks Improvement within the Licenses or otherwise in connection with any right of Zymeworks or GSK in connection with this Agreement or to be agreed in connection with this Agreement), the Parties shall document such transfer using the material transfer record form set out in Exhibit 3.6 3.1.5 (the “Material Transfer Record Form”) and the Transferor shall effect such transfer in accordance with the following provisions: (i) The the Transferor shall complete and submit to the Transferee for counter-signature (and the Transferee shall counter-sign), the Material Transfer Record Form prior to the transfer of the Material. (ii) The the Transferor warrants that it has the full right and authority to transfer the Materials to the Transferee for use within the scope agreed by the Parties in writing contemplated research as set forth in the Material Transfer Record FormResearch Collaboration Plan. (iii) The Material and related information provided by Transferor shall remain the property of Transferor or remain under the control of Transferor and shall be kept securely by Transferee and shall not be provided by Transferee, without the prior written consent of Transferor, to any Third Party, other than any Third Party appointed Parties engaged by the Transferee for purposes of the Research Collaboration in accordance with Section 3.1.4(c) above and set forth in the Material Transfer Record Formsubject to Section 3.2 below. (iv) The Transferee shall only use the Material for the purpose of the performing the activities agreed to by applicable work as laid out under the Parties in writing in the Material Transfer Record Form Research Collaboration Plan and shall only use the Material in accordance with all Applicable Laws. (v) The Transferee shall not not, save as necessary for the conduct of work as laid out under the Research Collaboration Plan, use the Material in any human subjects. (vi) The Transferee acknowledges that the Material is experimental in nature and provided “as is” and that the Transferor makes no representation or extends no warranty of any kind with respect to the Material and hereby disclaims all warranties, either express or implied, including, but not limited to, any warranty of merchantability, fitness for a particular purpose or that their use does not or shall not infringe any patent rights of Third Parties. (vii) The Transferee shall use the Material at its own risk and in accordance with Applicable Laws and any safety instructions provided by the Transferor. (viii) The Transferee shall, at the election and direction of the Transferor following completion of the purpose for which the Material was transferred, destroy or return the Material. (ix) Ownership of all Materials transferred in accordance with this Section 3.6 3.1.5(b) shall be retained by the TransferorTransferor and licensed to the Transferee solely to the extent provided in ARTICLE 7.

Transfers of Materials. In the event that the Parties mutually agree that a transfer of any biopharmaceutical, biological, chemical or other material (“Material(s)”) from Zymeworks GSK or GSK respectively Codexis (the “Transferor”) to Codexis or GSK or Zymeworks respectively (as applicable) (the “Transferee”) is necessary or desirable to facilitate the Parties’ collaborative activities pursuant to this Agreement Agreement, except where Codexis Materials are transferred by Codexis to GSK pursuant to the Technology Transfer Plan (includingwhich in all cases shall be itemised and recorded in writing, in connection with GSK deciding to include a Zymeworks Improvement within the Licenses or otherwise in connection with any right of Zymeworks or GSK in connection with this Agreement or such written records to be agreed in connection with this Agreementsent to GSK for confirmation of receipt of all such items), the Parties shall document such transfer using the material transfer record form set out in Exhibit 3.6 2.5 (the “Material Transfer Record Form”) and the Transferor shall effect such transfer in accordance with the following provisions: (i) The 2.5.1 the Transferor shall complete and submit to the Transferee for counter-signature (and the Transferee shall counter-sign)signature, the Material Transfer Record Form prior to the transfer of the Material. (ii) The Transferor warrants 2.5.2 both Parties warrant that it has they have the full right and authority to transfer the Materials to the Transferee for use within the scope agreed by the Parties in writing in the Material Transfer Record Formcontemplated research program. (iii) The 2.5.3 the Material and related information provided by Transferor shall will remain the property of Transferor or remain under the control of Transferor and shall will be kept securely by Transferee and shall will not be provided by Transferee, without the prior written consent of Transferor, to any Third Party, other than any Third Party appointed by the Transferee and set forth in the Material Transfer Record Form. (iv) The 2.5.4 the Transferee shall only use the Material for the purpose of the performing the activities agreed to by applicable work as laid out under any applicable Project or in connection with the Parties Platform Technology, in writing in the Material Transfer Record Form and shall only use the Material each case in accordance with all Applicable LawsLaw. (v) The Transferee shall not use 2.5.5 the Material in any human subjects. (vi) The Transferee acknowledges that the Material is experimental in nature and provided “as is” and that AS IS.” 2.5.6 the Transferor makes no representation or extends no warranty of any kind with respect to the Material and hereby disclaims all warranties, either express or implied, including, but not limited to, any warranty of merchantability, fitness for a particular purpose or that their use does not or shall not infringe any patent rights of Third Parties. (vii) The Transferee shall use the Material at its own risk and in accordance with Applicable Laws Law and any safety instructions provided by the Transferor. (viii) The Transferee shall, at the election 2.5.7 all right title and direction of the Transferor following completion of the purpose for which the Material was transferred, destroy or return the Material. (ix) Ownership of all interest in Materials transferred in accordance with this Section 3.6 2.5 shall remain vested in the Transferor and the Transferee shall gain no right, title or interest of any sort, other than as may be retained by granted to the TransferorTransferee pursuant to the rights and licenses in this Agreement, in such Material.