Initial Scope Clause Samples

Initial Scope. The initial scope of work under this Attachment 2 shall be as follows: a. Lab list enhancements — Support the design of the enhanced lab list as a strategic pillar to ensuring availability of testing options for entities across CA — Compare potential options for regular lab list updates (e.g., regular survey, Lab Testing Metrics App) — Develop Provide inputs to inform requirements for the option selected by CDPH and support operationalization (e.g., test updated Lab Metrics App, support onboarding of additional labs, etc.) — Create a playbook of the operational steps/requirements to add labs to the labs list (e.g., use of Lab Testing Metrics App, lab point of contact for LFS) — Update lab list format for distribution to make it interactive and easier to use — Develop communication to support lab list distribution and usage (e.g., outgoing communication, approach to gather feedback from stakeholders) b. Testing supplies — Identify supply shortages that significantly impact lab TAT and processing volume(e.g., reagents, kits) — Operationalize tools to regularly track lab supplies availability (e.g., reports based on data from Lab Testing Metrics App) — Work with experts to identify and assess feasibility of lab supply alternatives as well as process alternatives to maximize use of current supplies (e.g., pooling) — Support outreach to manufacturers to determine near- and long-term options to resolve lab supply shortages

Initial Scope. During the period beginning on the Effective Date and ending on the earliest of (a) Adagio’s notice to Adimab terminating the Quarterly Fee payment obligation as described in Section 4.1(b) (Quarterly Fee), (b) the earliest date after the [***], if there is or has been a Change of Control of Adagio, and (c) the date on which Adimab first owns less than [***] of the equity of Adagio on a fully-diluted basis, Adimab and its Affiliates will not, and will not assist or direct Third Parties to, discover or optimize antibodies that are intended to bind to coronaviruses or influenza viruses (the “Scope”); provided, however that such limitation does not apply to (x) Third Parties to whom Adimab has licensed or in the future licenses the right to use the Adimab Technology independently (e.g., platform transfer partners) without the assistance or direction by Adimab primarily directed to the Scope; or (y) Third Parties with whom Adimab has an existing contractual relationship to perform antibody discovery or optimization (e.g., funded discovery collaborations), as of the Effective Date, which does not restrict such Third Party’s ability to nominate Targets for antibody discovery and/or optimization within the Scope, in each case so long as Adimab does not use or disclose any Program Inventions that are specific to a Target or the unpublished sequence of any Program-Benefited Antibody to such Third Party.