Common use of Materials Transfer Clause in Contracts

Materials Transfer. During the Celgene Co-Co Term, either Party (the “Co-Co Transferring Party”) shall transfer, if such Party agrees in writing to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request by the other Party (the “Co-Co Materials Receiving Party”), certain biological or chemical materials (the “Celgene Co-Co Materials”) that are in the possession or control of, and are not needed by, the Co-Co Transferring Party, for use by the Co-Co Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this Celgene Lead Co-Co Agreement (the “Celgene Co-Co Purpose”). Any Direct Costs incurred by the Co-Co Transferring Party in connection with providing such Celgene Co-Co Materials, including the cost of Manufacturing, shall be included in the Worldwide Development Costs and subject to the Development Cost Share. All transfers of such Celgene Co-Co Materials by the Co-Co Transferring Party to the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Co-Co Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit E, which sets forth the type and name of the Celgene Co-Co Material transferred, the amount of the Celgene Co-Co Material transferred, the date of the transfer of such Celgene Co-Co Material and the Celgene Co-Co Purpose (each, a “Celgene Co-Co Material Transfer Agreement”). The Co-Co Transferring Party shall use Commercially Reasonable efforts to provide such Celgene Co-Co Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Celgene Co-Co Material Transfer Agreement, not to exceed [***] days for any on-hand Celgene Co-Co Materials. Neither Party will unreasonably withhold its consent to any request made by the other Party pursuant to this Section 2.7.1. The Parties agree that the exchanged Celgene Co-Co Materials shall be used in compliance with applicable Law and the terms and conditions of this Celgene Lead Co-Co Agreement, and shall not be reverse engineered or chemically analyzed, except if required by the Celgene Co-Co Purpose or otherwise agreed to by the Parties in writing.

Materials Transfer. a) During the Celgene Co-Co Termcourse of the Research Program, either each Party may transfer (the “Co-Co Materials Transferring Party”) shall transfer, if such Party agrees in writing to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request by the other Party (the “Co-Co Materials Receiving Party”), ) certain biological materials or chemical materials compounds pursuant to this Agreement (collectively, the “Celgene Co-Co Materials”) that are in the possession or control of, and are not needed by, the Co-Co Transferring Party, for use by the Co-Co Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this Celgene Lead Co-Co Agreement (the “Celgene Co-Co Purpose”). Any Direct Costs incurred by Such Materials will be provided under the Co-Co Transferring Party terms of this Agreement and in connection with providing such Celgene Co-Co Materials, including the cost of Manufacturing, shall be included amount as described in the Worldwide Development Costs and subject to the Development Cost Share. All transfers of such Celgene Co-Co Materials by the Co-Co Transferring Party to the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Co-Co Materials Receiving Party shall be documented in a material transfer agreement substantially in record for the form of Exhibit Eparticular transfer (“MTR”), which sets MTR shall set forth the type and name of the Celgene Co-Co Material Materials transferred, the amount of the Celgene Co-Co Material Materials transferred, the date of the transfer of such Celgene Co-Co Material Materials and the Celgene Co-Co Purpose (each, a “Celgene Co-Co proposed use of such Materials by the Material Transfer Agreement”). The Co-Co Receiving Party. b) At the time the Materials Transferring Party shall use Commercially Reasonable efforts to provide such Celgene Co-Co provides Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Celgene Co-Co Material Transfer Agreement, not to exceed [***] days for any on-hand Celgene Co-Co Materials. Neither Party will unreasonably withhold its consent to any request made by the other Materials Receiving Party pursuant to this Section 2.7.13.5.7, the Materials Transferring Party shall grant, and hereby does grant to the Materials Receiving Party, a non-exclusive license under the Materials IP to use such Materials solely for the purpose set forth in the MTR. c) MATERIALS SUPPLIED BY THE MATERIALS TRANSFERRING PARTY PURSUANT TO THIS SECTION 3.5.7 ARE SUPPLIED IN “AS IS” CONDITION WITH NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, EXCLUSIVITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE MATERIALS RECEIVING PARTY SHALL NOT AND SHALL NOT PERMIT ANY PERSON TO ADMINISTER ANY SUCH MATERIALS TO HUMANS UNDER ANY CIRCUMSTANCES. ANY MATERIAL DELIVERED PURSUANT TO THIS AGREEMENT IS UNDERSTOOD TO BE EXPERIMENTAL IN NATURE AND MAY HAVE HAZARDOUS PROPERTIES. THE MATERIALS RECEIVING PARTY WILL HANDLE THE MATERIAL ACCORDINGLY AND WILL INFORM THE MATERIALS TRANSFERRING PARTY IN WRITING OF ANY ADVERSE EFFECTS EXPERIENCED BY PERSONS HANDLING THE MATERIAL. THE RECEIVING PARTY ASSUMES ALL LIABILITY FOR DAMAGES WHICH MAY ARISE FROM ITS USE, STORAGE OR DISPOSAL OF THE MATERIAL. d) The Parties agree Materials Receiving Party acknowledges that it does not have any claim to the Materials supplied by the Materials Transferring Party and that the exchanged Celgene Co-Co Materials shall remain the sole and exclusive property of the Materials Transferring Party. e) The Materials Receiving Party agrees that the Material: (i) will be used solely for, and in compliance with, the Research Program for the purpose identified in the MTR; (ii) will be used in compliance with all applicable Law national, state and local laws, rules and regulations; (iii) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the terms written consent of the Materials Transferring Party; (iv) will not be used in animals intended to be kept as domestic pets; (v) will be used only by the Materials Receiving Party’s and conditions only in the Materials Receiving Party’s laboratory; (vi) will not be transferred to a Third Party without the prior written consent of this Celgene Lead Co-Co Agreement, and shall the Materials Transferring Party; and (vii) will not be reverse engineered or chemically analyzedanalyzed except as expressly provided by the Materials Transferring Party. f) The Materials Transferring Party shall have sole control over all matters pertaining to the prosecution of Materials IP and the defense and enforcement of any Patents included in the Materials IP, in each case which Materials IP is Controlled by such Transferring Party or its Affiliates. In the event that the Materials Receiving Party conceives an invention based on any Materials from the Materials Transferring Party as provided in the MTR and obtains Patent protection therefor, the Materials Receiving Party shall own such Patents and such Patents shall not fall within the Materials IP Controlled by the Materials Transferring Party or its Affiliates. However, the Materials Receiving Party shall and hereby grants to the Materials Transferring Party a non-exclusive, non-sublicenseable (except as to the Transferring Party’s Affiliates or with the consent of the Materials Transferring Party), perpetual, worldwide, fully-paid and royalty-free license, under all of the Materials Receiving Party’s rights in and to such Patents and specifically related Know-How, to conduct any research, development or commercial activities (either alone or with a Third Party outside the scope of this Agreement). g) The Materials Receiving Party assumes all liability for damages which may arise from its use, storage or disposal of the Materials. The Materials Transferring Party shall not be liable to the Materials Receiving Party for any loss, claim or demand made by the Materials Receiving Party, or made against the Materials Receiving Party by any Third Party, due to or arising from the use of the Materials, except if required to the extent permitted by applicable law, when caused by the Celgene Co-Co Purpose gross negligence or otherwise agreed to by wilful misconduct of the Parties in writingMaterials Transferring Party. h) Upon expiration or the earlier termination of the Research Program, the Materials Receiving Party shall discontinue its use of any Materials and shall, upon direction of the Materials Transferring Party, return or destroy (and certify destruction of) any remaining Material.

Materials Transfer. During the Celgene Jounce Co-Co Term, either Party (the “Co-Co Transferring Party”) shall transfer, if such Party agrees in writing to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request by the other Party (the “Co-Co Materials Receiving Party”), certain biological or chemical materials (the “Celgene Jounce Co-Co Materials”) that are in the possession or control of, and are not needed by, the Co-Co Transferring Party, for use by the Co-Co Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this Celgene Jounce Lead Co-Co Agreement (the “Celgene Jounce Co-Co Purpose”). Any Direct Costs incurred by the Co-Co Transferring Party in connection with providing such Celgene Jounce Co-Co Materials, including the cost of Manufacturing, shall be included in the Worldwide Development Costs and subject to the Development Cost Share. All transfers of such Celgene Jounce Co-Co Materials by the Co-Co Transferring Party to the Co-Co Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit E, which sets forth the type and name of the Jounce Co-Co Material transferred, the amount of the Jounce Co-Co Material transferred, the date of the transfer of such Jounce Co-Co Material and the Jounce Co-Co Purpose (each, a “Jounce Co-Co Material Transfer Agreement”). The Co-Co Transferring Party shall use Commercially Reasonable efforts to provide such Jounce Co-Co Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce Co-Co Material Transfer Agreement, not to exceed [***] for any on-hand Jounce Co-Co Materials. Neither Party will unreasonably withhold its consent to any request made by the other Party pursuant to this Section 2.7.1. The Parties agree that the exchanged Jounce Co-Co Materials shall be used in compliance with applicable Law and the terms and conditions of this Jounce Lead Co-Co Agreement, and shall not be reverse engineered or chemically analyzed, except if required by the Jounce Program Co-Co Purpose or otherwise agreed to by the Parties in writing. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Co-Co Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit E, which sets forth the type and name of the Celgene Co-Co Material transferred, the amount of the Celgene Co-Co Material transferred, the date of the transfer of such Celgene Co-Co Material and the Celgene Co-Co Purpose (each, a “Celgene Co-Co Material Transfer Agreement”). The Co-Co Transferring Party shall use Commercially Reasonable efforts to provide such Celgene Co-Co Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Celgene Co-Co Material Transfer Agreement, not to exceed [***] days for any on-hand Celgene Co-Co Materials. Neither Party will unreasonably withhold its consent to any request made by the other Party pursuant to this Section 2.7.1. The Parties agree that the exchanged Celgene Co-Co Materials shall be used in compliance with applicable Law and the terms and conditions of this Celgene Lead Co-Co Agreement, and shall not be reverse engineered or chemically analyzed, except if required by the Celgene Co-Co Purpose or otherwise agreed to by the Parties in writing.

Materials Transfer. 2.11.1 During the Celgene Co-Co Termcourse of the conduct of activities under the R&D Program, either Party may transfer (the “Co-Co Materials Transferring Party”) shall transfer, if such Party agrees in writing to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request by the other Party (the “Co-Co Materials Receiving Party”), ) certain biological materials or chemical materials compounds pursuant to this Agreement (collectively, the “Materials”). Such Materials will be provided under the terms of this Agreement and in such amount as described in the material transfer record for the particular transfer, in substantially the same form as attached hereto as Exhibit C (the “Celgene Co-Co Materials”) that are in the possession or control of, and are not needed by, the Co-Co Transferring Party, for use by the Co-Co Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this Celgene Lead Co-Co Agreement (the “Celgene Co-Co PurposeMTR”). Any Direct Costs incurred by the Co-Co Transferring Party in connection with providing such Celgene Co-Co Materials, including the cost of Manufacturing, shall be included in the Worldwide Development Costs and subject to the Development Cost Share. All transfers of such Celgene Co-Co Materials by the Co-Co Transferring Party to the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Co-Co Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit E, which sets MTR shall set forth the type and name of the Celgene Co-Co Material Materials transferred, the amount of the Celgene Co-Co Material Materials transferred, the date of the transfer of such Celgene Co-Co Material Materials and the Celgene Coproposed use of such Materials by the Material Receiving Party. 2.11.2 MATERIALS SUPPLIED BY THE MATERIALS TRANSFERRING PARTY PURSUANT TO THIS SECTION 2.11 ARE SUPPLIED IN “AS IS” CONDITION WITH NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-Co Purpose (eachINFRINGEMENT, a “Celgene Co-Co Material Transfer Agreement”)EXCLUSIVITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE MATERIALS RECEIVING PARTY SHALL NOT AND SHALL NOT PERMIT ANY PERSON TO ADMINISTER ANY SUCH MATERIALS TO HUMANS UNDER ANY CIRCUMSTANCES. ANY MATERIAL DELIVERED PURSUANT TO THIS AGREEMENT IS UNDERSTOOD TO BE EXPERIMENTAL IN NATURE AND MAY HAVE HAZARDOUS PROPERTIES. THE MATERIALS RECEIVING PARTY WILL HANDLE THE MATERIAL ACCORDINGLY AND WILL INFORM THE MATERIALS TRANSFERRING PARTY IN WRITING OF ANY ADVERSE EFFECTS EXPERIENCED BY PERSONS HANDLING THE MATERIAL. THE RECEIVING PARTY ASSUMES ALL LIABILITY FOR DAMAGES WHICH MAY ARISE FROM ITS USE, STORAGE OR DISPOSAL OF THE MATERIAL. 2.11.3 The Co-Co Materials Receiving Party acknowledges that it does not have any claim to the Materials supplied by the Materials Transferring Party shall use Commercially Reasonable efforts to provide such Celgene Co-Co Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Celgene Co-Co Material Transfer Agreement, not to exceed [***] days for any on-hand Celgene Co-Co Materials. Neither Party will unreasonably withhold its consent to any request made by the other Party pursuant to this Section 2.7.1. The Parties agree and that the exchanged Celgene Co-Co Materials shall remain the sole and exclusive property of the Materials Transferring Party. 2.11.4 The Materials Receiving Party agrees that the Material: a. will be used solely for, and in compliance with, the applicable R&D Program for the purpose identified in the MTR; b. will be used in compliance with all applicable Law national, state and local laws, rules and regulations; EXECUTION COPY Confidential c. will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the terms and conditions written consent of this Celgene Lead Co-Co Agreement, and shall the Materials Transferring Party; d. will not be used in animals intended to be kept as domestic pets; e. will not be transferred to a Third Party without the prior written consent of the Materials Transferring Party; and f. will not be reverse engineered or chemically analyzedanalyzed except as expressly provided by the Materials Transferring Party. 2.11.5 The Materials Receiving Party assumes all liability for damages which may arise from its use, storage or disposal of the Materials. The Materials Transferring Party shall not be liable to the Materials Receiving Party for any loss, claim or demand made by the Materials Receiving Party, or made against the Materials Receiving Party by any Third Party, due to or arising from the use of the Materials, except if required to the extent permitted by applicable law, when caused by the Celgene Co-Co Purpose gross negligence or otherwise agreed wilful misconduct of the Materials Transferring Party. 2.11.6 Upon expiration or the earlier termination of an R&D Program pursuant to by which such Materials were being utilized, the Parties in writingMaterials Receiving Party shall discontinue its use of any Materials and shall, upon direction of the Materials Transferring Party, return or destroy (and certify destruction of) any remaining Materials.

Materials Transfer. During the Celgene Co-Co PD-1 Term, either Party (the “Co-Co License Transferring Party”) shall transfer, if such Party agrees in writing to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request by the other Party (the “Co-Co Licensed Materials Receiving Party”), certain biological or chemical materials (the “Celgene Co-Co Materials”) that are in the possession or control of, and are not needed by, the Co-Co Transferring Party, for use by the Co-Co Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this Celgene Lead Co-Co Agreement (the “Celgene Co-Co Purpose”). Any Direct Costs incurred by the Co-Co Transferring Party in connection with providing such Celgene Co-Co Materials, including the cost of Manufacturing, shall be included in the Worldwide Development Costs and subject to the Development Cost Share. All transfers of such Celgene Co-Co Materials by the Co-Co Transferring Party to the Jounce CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Co-Co Licensed Materials”) that are in the possession or control of, and are not needed by, the License Transferring Party, for use by the Licensed Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this PD-1 License Agreement (the “Jounce Licensed Purpose”). Any Direct Costs incurred by the License Transferring Party in connection with providing such Jounce Licensed Materials, including the cost of Manufacturing, shall be included in the Development Costs and subject to the Development Cost Share. All transfers of such Jounce Licensed Materials by the License Transferring Party to the Licensed Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit EB, which sets forth the type and name of the Celgene Co-Co Jounce Licensed Material transferred, the amount of the Celgene Co-Co Jounce Licensed Material transferred, the date of the transfer of such Celgene Co-Co Jounce Licensed Material and the Celgene Co-Co Jounce Licensed Purpose (each, a “Celgene Co-Co Jounce License Material Transfer Agreement”). The Co-Co License Transferring Party shall use Commercially Reasonable reasonable efforts to provide such Celgene Co-Co Jounce Licensed Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Celgene Co-Co Jounce License Material Transfer Agreement, not to exceed [***] days for any on-hand Celgene Co-Co Jounce Licensed Materials. Neither Party will unreasonably withhold its consent to any request made by the other Party pursuant to this Section 2.7.1. The Parties agree that the exchanged Celgene Co-Co Jounce Licensed Materials shall be used in compliance with applicable Law and the terms and conditions of this Celgene Lead Co-Co PD-1 License Agreement, and shall not be reverse engineered or chemically analyzedanalysed, except if required by the Celgene Co-Co Jounce Program Licensed Purpose or otherwise agreed to by the Parties in writing.

Materials Transfer. During the Celgene Co-Co Term, either Party (the “Co-Co Transferring Party”) shall transfer, if such Party agrees in writing to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request by the other Party (the “Co-Co Materials Receiving Party”), certain biological or chemical materials (the “Celgene Co-Co Materials”) that are in the possession or control of, and are not needed by, the Co-Co Transferring Party, for use by the Co-Co Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this Celgene Lead Co-Co Agreement (the “Celgene Co-Co Purpose”). Any Direct Costs incurred by the Co-Co Transferring Party in connection with providing such Celgene Co-Co Materials, including the cost of Manufacturing, shall be included in the Worldwide Development Costs and subject to the Development Cost Share. All transfers of such Celgene Co-Co Materials by the Co-Co Transferring Party to the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Co-Co Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit E, which sets forth the type and name of the Celgene Co-Co Material transferred, the amount of the Celgene Co-Co Material transferred, the date of the transfer of such Celgene Co-Co Material and the Celgene Co-Co Purpose (each, a “Celgene Co-Co Material Transfer Agreement”). The Co-Co Transferring Party shall use Commercially Reasonable efforts to provide such Celgene Co-Co Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Celgene Co-Co Material Transfer Agreement, not to exceed 11.1 [***] days * Confidential Information indicated by [***] has been omitted from this filing and filed separately with the Securities and Exchange Commission. 11.2 The Sponsor’s Material shall be used by the Principal Investigator solely in connection with the Research Project and not for any on-hand Celgene Co-Co Materialsother purpose without the prior written consent of Sponsor, which consent shall not be unreasonably withheld. TRLLC shall not distribute, release, or in any way disclose Sponsor’s Material to any person or entity other than laboratory personnel under the Principal Investigator’s direct supervision. 11.3 The Receiving Party shall ensure that no one will be allowed to take or send Material to any other location, unless written permission is obtained from the Disclosing Party. The Material is made available by TRLLC and Sponsor for investigational use only in laboratory animals or in vitro experiments. Neither the Material, nor any chemical or biological materials treated therewith or derived therefrom, will be used in human beings. 11.4 This Agreement and the resulting transfer of Material constitute a license to use the Material solely for purposes of the Research Project. Except as otherwise provided in this Agreement, the Receiving Party will unreasonably withhold its consent to any request made by the other Party agrees that nothing pursuant to this Section 2.7.1. The Parties agree that the exchanged Celgene Co-Co Materials Article XI shall be used deemed to grant any rights under any patents. At the request of the Disclosing Party, the Receiving Party will return all unused Material, whether or not during the Term. 11.5 Any Material provided is experimental in nature and shall be provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THERE IS NO REPRESENTATION OR WARRANTY THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 11.6 In no event shall the Disclosing Party be liable for any use by the Receiving Party of the Material or any loss, claim, damage or liability, of whatsoever kind or nature, which may arise from or in connection with this Agreement or the use, handling or storage of the Material. 11.7 The Receiving Party will use the Material in compliance with all laws, governmental regulations and guidelines applicable Law and to the terms and conditions of this Celgene Lead Co-Co Agreement, and shall not be reverse engineered or chemically analyzed, except if required by the Celgene Co-Co Purpose or otherwise agreed to by the Parties in writingMaterial.

Materials Transfer. During In order to facilitate the Celgene Co-Co Term, activities contemplated under the CMC DM1 Improvement Plan and any scope of work in respect of DM Collaboration Activities either Party (the “Co-Co Transferring Party”) shall transfer, if such Party agrees in writing may provide to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request by the other Party (the “Co-Co Materials Receiving Party”), certain biological materials or chemical materials compounds Controlled by the supplying Party (the collectively, “Celgene Co-Co Materials”) that are in the possession or control of, and are not needed by, the Co-Co Transferring Party, for use by the Co-Co Materials Receiving receiving Party in furtherance of its rights and the conduct CMC DM1 Improvement Plan or a DM Collaboration Activity. The supplying Party will provide a list of its obligations all Materials provided to the receiving Party under this Celgene Lead Co-Co Agreement (the “Celgene Co-Co Purpose”). Any Direct Costs incurred Agreement, which will be updated by the Cosupplying Party at the beginning of each Calendar Quarter during the Development Term for DM1 or DM2, as applicable. Each supplying Party hereby grants to the receiving Party a worldwide, fully paid-Co Transferring Party in connection with providing such Celgene Coup, royalty-Co Materialsfree, including time-limited, non-exclusive, non-transferrable, non-sublicensable research license to use the cost supplying Party’s Material solely for the limited purpose of Manufacturingperforming the CMC DM1 Improvement Plan or a DM Collaboration Activity during the applicable Development Term, shall be included in the Worldwide Development Costs and subject to the Development Cost Sharereceiving Party’s compliance with the terms of this Agreement. All transfers Except as provided in the previous sentence, the provision of such Celgene Co-Co Materials Material to a receiving Party under this Agreement does not grant to the receiving Party any license to intellectual property owned or controlled by the Cosupplying Party. For clarity, the research license granted to the receiving Party pursuant to this paragraph is not a license to develop, commercialize, market, or otherwise exploit the supplying Party’s Material. Except as expressly set forth in the CMC DM1 Improvement Plan or the scope of work of a DM Collaboration Activity, the receiving Party agrees not to characterize, sequence, analyze or otherwise reverse-Co Transferring engineer any supplying Party’s Material without the written authorization of the supplying Party. Material will not be used in research that is subject to mandatory consulting or licensing obligations of the receiving Party to another individual, receiving Party Affiliate, business entity, or other Third Party unless prior written permission is obtained from the CERTAIN CONFIDENTIAL PORTIONS supplying Party. Except as otherwise provided for under this Agreement, all Materials delivered to a receiving Party will remain the sole property of the supplying Party, will be used only in furtherance of the activities conducted in accordance with the CMC DM1 Improvement Plan or DM Collaboration Activity, will not be used or delivered to or for the benefit of any Third Party (except for Permitted Subcontractors in furtherance of the CMC DM1 Improvement Plan or DM Collaboration Activity), without the prior written consent of the supplying Party, and will be used in compliance with Applicable Law. The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work because not all of their characteristics may be known. The supplying Party will provide the receiving Party the most current material safety data sheet for the Materials upon transfer of any Materials. Except as expressly set forth in this Agreement, EACH PARTY AGREES THAT THE SUPPLYING PARTY’S MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION MERCHANTABILITY OR OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE SECRETARY USE OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF 1933ANY THIRD PARTY. In the event Millennium does not exercise its DM Exclusive Option with respect to DM1, AS AMENDED. Co-Co Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit E, which sets forth the type and name of the Celgene Co-Co Material transferred, the amount of the Celgene Co-Co Material transferred, the date of the transfer of such Celgene Co-Co Material and the Celgene Co-Co Purpose (each, a “Celgene Co-Co Material Transfer Agreement”). The Co-Co Transferring Party shall use Commercially Reasonable efforts to provide such Celgene Co-Co Materials to the requesting Party then within a reasonable time period after the Parties execute the relevant Celgene Co-Co Material Transfer Agreement, not to exceed [***] days following termination of the DM Option Term with respect to DM1, (i) any ▇▇▇▇▇▇▇▇-supplied Material remaining in Millennium’s possession with respect to a CMC DM1 Activity or a DM Collaboration Activity with respect to DM1 will be, at ▇▇▇▇▇▇▇▇’▇ option, either returned to ▇▇▇▇▇▇▇▇ or destroyed pursuant to ▇▇▇▇▇▇▇▇’▇ written instructions and with ▇▇▇▇▇▇▇▇’▇ written approval, which destruction will be certified in writing to ▇▇▇▇▇▇▇▇, (ii) any Millennium-supplied Material remaining in ▇▇▇▇▇▇▇▇’▇ possession with respect to a CMC DM1 Activity or a DM Collaboration Activity with respect to DM1 will be, at Millennium’s option, either returned to Millennium or destroyed pursuant to Millennium’s written instructions and with Millennium’s written approval, which destruction will be certified in writing to Millennium, (iii) except for any ondocuments or other tangible objects that apply to Data that do not constitute Out-hand Celgene Coof-Co MaterialsScope Results, all documents and other tangible objects containing or representing ▇▇▇▇▇▇▇▇ Confidential Information or prepared based on ▇▇▇▇▇▇▇▇ Confidential Information (in each case with respect to a CMC DM1 Activity or a DM Collaboration Activity with respect to DM1), and all copies thereof, will be promptly delivered by Millennium to ▇▇▇▇▇▇▇▇, provided that Millennium may retain one (1) copy of any such documents for archival purposes and any continuing legal obligations, and (iv) except for any documents or other tangible objects that apply to Data that do not constitute Out-of-Scope Results, all documents and other tangible objects containing or representing Millennium Confidential Information or prepared based on Millennium Confidential Information (in each case with respect to a CMC DM1 Activity or DM Collaboration Activity with respect to DM1), and all copies thereof, will be promptly delivered by ▇▇▇▇▇▇▇▇ to Millennium, provided that ▇▇▇▇▇▇▇▇ may retain one (1) copy of any such documents for archival purposes and any continuing legal obligations. Neither Party In the event Millennium does not exercise its DM Exclusive Option with respect to DM2, then within [***] following termination of the DM Option Term with respect to DM2, (i) any ▇▇▇▇▇▇▇▇-supplied Material remaining in Millennium’s possession with respect to a DM Collaboration Activity with respect to DM2 will unreasonably withhold its consent be, at ▇▇▇▇▇▇▇▇’▇ option, either returned to any request made by the other Party ▇▇▇▇▇▇▇▇ or destroyed pursuant to this Section 2.7.1▇▇▇▇▇▇▇▇’▇ written instructions and with ▇▇▇▇▇▇▇▇’▇ written approval, which destruction will be certified in writing to ▇▇▇▇▇▇▇▇, (ii) any Millennium-supplied Material remaining in ▇▇▇▇▇▇▇▇’▇ possession with respect to a DM Collaboration Activity with respect to DM2 will be, at Millennium’s option, either returned to Millennium or destroyed pursuant to Millennium’s written instructions and with Millennium’s written approval, which destruction will be certified in writing to Millennium, (iii) except for any documents or other tangible objects that apply to Data that do not constitute Out-of-Scope Results, all documents and other tangible objects containing or representing ▇▇▇▇▇▇▇▇ Confidential Information or prepared based on ▇▇▇▇▇▇▇▇ Confidential Information (in each case with respect to a DM Collaboration Activity with respect to DM2), and all copies thereof, will be promptly delivered by Millennium to ▇▇▇▇▇▇▇▇, provided that Millennium may retain one (1) copy of any such documents for archival purposes and any continuing legal obligations, and (iv) except for any documents or other tangible objects that apply to Data that do not constitute Out-of-Scope Results, all documents and other tangible objects containing or representing Millennium Confidential Information or prepared based on Millennium Confidential Information (in each case with respect to a DM Collaboration Activity with respect to DM2), and all copies thereof, will be promptly delivered by ▇▇▇▇▇▇▇▇ to Millennium, provided that ▇▇▇▇▇▇▇▇ may retain one (1) copy of any such documents for archival purposes and any continuing legal obligations. The Parties agree For purposes of clarity, any Data that the exchanged Celgene Coconstitutes Out-Co Materials shall of-Scope Results will be used in compliance with applicable Law and subject to the terms and conditions of this Celgene Lead Co-Co Agreement, and shall not be reverse engineered or chemically analyzed, except if required by the Celgene Co-Co Purpose or otherwise agreed to by the Parties in writingSection 2.10(e).

Materials Transfer. (a) During the Celgene Co-Co Termcourse of the Target Discovery Phase or the conduct of an individual Collaboration Program, either Party (or such Party’s designee) may transfer (the “Co-Co Materials Transferring Party”) shall transfer, if such Party agrees in writing to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request by the other Party or its designee (the “Co-Co Materials Receiving Party”), ) certain biological or chemical materials (the “Celgene Co-Co Materials”) that are in the possession or control of, and are not needed by, the Co-Co Transferring Party, Materials for use by the Co-Co Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this Celgene Lead Co-Co Agreement (the “Celgene Co-Co Purpose”). Any Direct Costs incurred by the Co-Co Transferring Party in connection with providing activities contemplated under this Agreement. Such Materials will be provided under the terms and conditions of this Agreement and in such Celgene Co-Co Materials, including the cost of Manufacturing, shall be included amount as described in the Worldwide Development Costs and subject to the Development Cost Share. All transfers of such Celgene Co-Co Materials by the Co-Co Transferring Party to the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Co-Co Materials Receiving Party shall be documented in a material transfer agreement substantially record for the particular transfer (“MTR”), in the form of Exhibit Eattached hereto as Schedule 14.1, which sets MTR shall set forth the type and name of the Celgene Co-Co Material Materials transferred, the amount of the Celgene Co-Co Material Materials transferred, the date of the transfer of such Celgene Co-Co Material Materials and the Celgene Coproposed use of such Materials by the Material Receiving Party. (b) MATERIALS SUPPLIED BY THE MATERIALS TRANSFERRING PARTY HEREUNDER ARE SUPPLIED IN “AS IS” CONDITION WITH NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-Co Purpose INFRINGEMENT, EXCLUSIVITY, OR FITNESS FOR A PARTICULAR PURPOSE. ANY MATERIAL DELIVERED PURSUANT TO THIS AGREEMENT IS UNDERSTOOD TO BE EXPERIMENTAL IN NATURE AND MAY HAVE HAZARDOUS PROPERTIES. THE MATERIALS RECEIVING PARTY WILL HANDLE THE MATERIAL ACCORDINGLY AND WILL INFORM THE MATERIALS TRANSFERRING PARTY IN WRITING OF ANY ADVERSE EFFECTS EXPERIENCED BY PERSONS HANDLING THE MATERIAL. (eachc) The Materials Receiving Party acknowledges that, a “Celgene Co-Co Material Transfer Agreement”)except for the licenses and other express rights granted herein, it does not have any claim to the Materials supplied by the Materials Transferring Party, or any license or rights to any proprietary information or intellectual property rights in or to the Materials. The Co-Co For clarity, the Materials (and any Intellectual Property Rights, including Patents, relating thereto) shall remain the sole and exclusive property of the Materials Transferring Party and shall use Commercially Reasonable efforts to provide such Celgene Co-Co be returned or destroyed at the request of the Materials to the requesting Transferring Party. (d) The Materials Receiving Party within a reasonable time period after the Parties execute the relevant Celgene Co-Co Material Transfer Agreement, not to exceed [***] days for any on-hand Celgene Co-Co Materials. Neither Party will unreasonably withhold its consent to any request made by the other Party pursuant to this Section 2.7.1. The Parties agree agrees that the exchanged Celgene Co-Co Materials shall Material: (i) will be used solely for, and in compliance with, the applicable Plan or in the MTR, and to conduct analyses to confirm identity and purity as may be reasonable required for the purposes of the applicable program; (ii) will be used in compliance with all applicable Law national, state and local Laws, rules and regulations; (iii) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects; (iv) will not be used in animals intended to be kept as domestic pets; (v) will be used only by the terms Materials Receiving Party and conditions only in the Materials Receiving Party’s laboratory, except with the prior written consent of this Celgene Lead Cothe Materials Transferring Party; (vi) will not be transferred to a Third Party without the prior written consent of the Materials Transferring Party; (vii) where the Materials include Human Biological Samples, will be used in accordance with the requirements set forth in Schedule 1.181; and (viii) the Materials Receiving Party shall not reverse engineer or attempt to determine the chemical structure, make-Co Agreementup or sequence of, and or determine the chemical or biological properties of, or make or attempt to make any analogues, progeny or derivatives of, or modifications to, such Materials except as may be necessary to carry-out such Party’s obligations hereunder, including its activities pursuant to any Plan. (e) The Materials Receiving Party assumes all liability for damages which may arise from its use, storage or disposal of the Materials. The Materials Transferring Party shall not be reverse engineered liable to the Materials Receiving Party for any loss, claim or chemically analyzeddemand made by the Materials Receiving Party, or made against the Materials Receiving Party by any Third Party, due to or arising from the use of the Materials, except if required to the extent permitted by applicable Law when caused by the Celgene Co-Co Purpose gross negligence or otherwise agreed to by willful misconduct of the Parties Materials Transferring Party. Upon expiration or the earlier termination of the Target Discovery Phase or relevant Collaboration Program, as applicable, except for any continuing rights as set forth in writingthis Agreement, the Materials Receiving Party shall discontinue its use of any Materials and shall, upon direction of the Materials Transferring Party, return or destroy (and certify destruction of) any remaining Material.

Materials Transfer. (a) During the Celgene Co-Co Termcourse of a Collaboration Program, either Party (or such Party’s designee) (the “Co-Co Materials Transferring Party”) shall transfer, if such Party agrees in writing may transfer to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request by the other Party or its designee (the “Co-Co Materials Receiving Party”), ) certain biological or chemical materials (the “Celgene Co-Co Materials”) that are in the possession or control of, and are not needed by, the Co-Co Transferring Party, Materials for use by the Co-Co Materials Receiving Party in furtherance of its rights and connection with activities contemplated under a particular Collaboration Plan; provided, that for clarity any Material transfer contemplated in connection with the conduct of its obligations the MAT2A Combination Study shall be as set forth in the MAT2A CTCSA. Such Materials will be provided under the terms and conditions of this Celgene Lead Co-Co Agreement and in such amount as described in the material transfer record for the particular transfer (the “Celgene Co-Co PurposeMTR”). Any Direct Costs incurred by the Co-Co Transferring Party in connection with providing such Celgene Co-Co Materials, including the cost of Manufacturing, shall be included in the Worldwide Development Costs and subject to the Development Cost Share. All transfers of such Celgene Co-Co Materials by the Co-Co Transferring Party to the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Co-Co Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit Eattached hereto as Schedule 3.2.5, which sets MTR shall set forth the type and name of the Celgene Co-Co Material Materials transferred, the amount of the Celgene Co-Co Material Materials transferred, the date of the transfer of such Celgene Co-Co Material Materials and the Celgene Coproposed use of such Materials by the Material Receiving Party. (b) MATERIALS SUPPLIED BY THE MATERIALS TRANSFERRING PARTY HEREUNDER ARE SUPPLIED IN “AS IS” CONDITION WITH NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-Co Purpose (eachINFRINGEMENT, a “Celgene Co-Co Material Transfer Agreement”)EXCLUSIVITY, OR FITNESS FOR A PARTICULAR PURPOSE. The Co-Co Transferring Party shall use Commercially Reasonable efforts to provide such Celgene Co-Co Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Celgene Co-Co Material Transfer Agreement, not to exceed ANY MATERIAL DELIVERED PURSUANT TO THIS [***] days Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. AGREEMENT IS UNDERSTOOD TO BE EXPERIMENTAL IN NATURE AND MAY HAVE HAZARDOUS PROPERTIES. THE MATERIALS RECEIVING PARTY WILL HANDLE THE MATERIAL ACCORDINGLY AND WILL INFORM THE MATERIALS TRANSFERRING PARTY IN WRITING OF ANY ADVERSE EFFECTS EXPERIENCED BY PERSONS HANDLING THE MATERIAL. (c) The Materials Receiving Party acknowledges that, except for the licenses and other express rights granted herein, it does not have any on-hand Celgene Co-Co claim to the Materials supplied by the Materials Transferring Party, or any license or rights to any proprietary information or intellectual property rights in or to the Materials. Neither For clarity, the Materials shall remain the sole and exclusive property of the Materials Transferring Party will unreasonably withhold its consent to any and shall be returned or destroyed at the request made by of the other Materials Transferring Party. (d) The Materials Receiving Party pursuant to this Section 2.7.1. The Parties agree agrees that the exchanged Celgene Co-Co Materials shall Material(s): (1) will be used solely for, and in compliance with, the activities described in the applicable Collaboration Plan, the MTR, or this Agreement; (2) will be used in compliance with all Applicable Laws; (3) will not be used in human subjects, in clinical studies, or for diagnostic purposes involving human subjects (except as otherwise described in this Agreement); (4) will be used only by the Materials Receiving Party and only in the Materials Receiving Party’s laboratory, except with the prior written consent of the Materials Transferring Party; (5) will not be transferred to a Third Party without the prior written consent of the Materials Transferring Party; and (6) the Materials Receiving Party shall not reverse engineer or attempt to determine the chemical structure, make-up or sequence of, or determine the chemical or biological properties of, or make or attempt to make any analogues, progeny or derivatives of, or modifications to, such Materials except as expressly required to carry-out such Party’s obligations hereunder, including its activities pursuant to the applicable Law and Collaboration Plan. (e) The Materials Receiving Party assumes all liability for damages which may arise from its use, storage or disposal of the terms and conditions of this Celgene Lead Co-Co Agreement, and Materials. The Materials Transferring Party shall not be reverse engineered liable to the Materials Receiving Party for any loss, claim or chemically analyzeddemand made by the Materials Receiving Party, or made against the Materials Receiving Party by any Third Party, due to or arising from the use of the Materials, except if required to the extent permitted by Applicable Law when caused by the Celgene Conegligence or willful misconduct of the Materials Transferring Party. Upon termination of a Collaboration Program, as applicable, except for any continuing rights as set forth in this Agreement, the Materials Receiving Party shall discontinue its use of any Materials [***] Certain information in this document has been excluded pursuant to Regulation S-Co Purpose K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. and shall, upon direction of the Materials Transferring Party, return or otherwise agreed to by the Parties destroy (and certify destruction of) any remaining Material in writingcompliance with all Applicable Laws.

Materials Transfer. 13.1.1 During the Celgene Co-Co Termcourse of a Collaboration Program, either Party (or such Party’s designee) (the “Co-Co Materials Transferring Party”) shall transfer, if such Party agrees in writing may transfer to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request by the other Party or its designee (the “Co-Co Materials Receiving Party”), ) certain biological or chemical materials (the “Celgene Co-Co Materials”) that are in the possession or control of, and are not needed by, the Co-Co Transferring Party, Materials for use by the Co-Co Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this Celgene Lead Co-Co Agreement (the “Celgene Co-Co Purpose”). Any Direct Costs incurred by the Co-Co Transferring Party in connection with providing activities contemplated under this Agreement. Such Materials will be provided under the terms and conditions of this Agreement and in such Celgene Co-Co Materials, including the cost of Manufacturing, shall be included amount as described in the Worldwide Development Costs and subject to the Development Cost Share. All transfers of such Celgene Co-Co Materials by the Co-Co Transferring Party to the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Co-Co Materials Receiving Party shall be documented in a material transfer agreement substantially record for the particular transfer (“MTR”), in the form of Exhibit Eattached hereto as Schedule 13.1.1, which sets MTR shall set forth the type and name of the Celgene Co-Co Material Materials transferred, the amount of the Celgene Co-Co Material Materials transferred, the date of the transfer of such Celgene Co-Co Material Materials and the Celgene Coproposed use of such Materials by the Material Receiving Party. 13.1.2 MATERIALS SUPPLIED BY THE MATERIALS TRANSFERRING PARTY HEREUNDER ARE SUPPLIED IN “AS IS” CONDITION WITH NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-Co Purpose INFRINGEMENT, EXCLUSIVITY, OR FITNESS FOR A PARTICULAR PURPOSE. ANY MATERIAL DELIVERED PURSUANT TO THIS AGREEMENT IS UNDERSTOOD TO BE EXPERIMENTAL IN NATURE AND MAY HAVE HAZARDOUS PROPERTIES. THE MATERIALS RECEIVING PARTY WILL HANDLE THE MATERIAL ACCORDINGLY AND WILL INFORM THE MATERIALS TRANSFERRING PARTY IN WRITING OF ANY ADVERSE EFFECTS EXPERIENCED BY PERSONS HANDLING THE MATERIAL. 13.1.3 The Materials Receiving Party acknowledges that, except for the licenses and other express rights granted herein, it does not have any claim to the Materials supplied by the Materials Transferring Party, or any license or rights to any proprietary information or intellectual property rights in or to the Materials. For clarity, the Materials (eachand any Intellectual Property Rights, a “Celgene Co-Co Material Transfer Agreement”). The Co-Co including Patents, relating thereto) shall remain the sole and exclusive property of the Materials Transferring Party and shall use Commercially Reasonable efforts to provide such Celgene Co-Co be returned or destroyed at the request of the Materials to the requesting Transferring Party. 13.1.4 The Materials Receiving Party within a reasonable time period after the Parties execute the relevant Celgene Co-Co Material Transfer Agreement, not to exceed [***] days for any on-hand Celgene Co-Co Materials. Neither Party will unreasonably withhold its consent to any request made by the other Party pursuant to this Section 2.7.1. The Parties agree agrees that the exchanged Celgene Co-Co Materials shall Material(s): (a) will be used solely for, and in compliance with, the applicable Development Plan or in the MTR, and to conduct analyses to confirm identity and purity as may be reasonable required for the purposes of the applicable Collaboration Program; (b) will be used in compliance with all applicable Law Laws; (c) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects; (d) will not be used in animals intended to be kept as domestic pets; (e) will be used only by the Materials Receiving Party and only in the terms Materials Receiving Party’s laboratory, except with the prior written consent of the Materials Transferring Party; and (f) will not be transferred to a Third Party without the prior written consent of the Materials Transferring Party. The Materials Receiving Party shall not reverse engineer or attempt to determine the chemical structure, make-up or sequence of, or determine the chemical or biological properties of, or make or attempt to make any analogues, progeny or derivatives of, or modifications to, such Materials except as may be necessary to carry-out such Party’s obligations hereunder, including its activities pursuant to any Development Plan. In the event that the Materials Receiving Party identifies or reasonably believes that there are any safety concerns related to the Material provided by the Materials Transferring Party, the Materials Receiving Party shall promptly notify the Materials Transferring Party in writing of such concerns and conditions upon receiving such notification, the Materials Receiving Party shall promptly conduct investigations to address such concerns and shall keep the Materials Receiving Party reasonably informed of this Celgene Lead Co-Co Agreementsuch investigation. 13.1.5 The Materials Receiving Party assumes all liability for damages which may arise from its use, and storage or disposal of the Materials. The Materials Transferring Party shall not be reverse engineered liable to the Materials Receiving Party for any loss, claim or chemically analyzeddemand made by the Materials Receiving Party, or made against the Materials Receiving Party by any Third Party, due to or arising from the use of the Materials, except if required to the extent permitted by applicable Law when caused by the Celgene Co-Co Purpose gross negligence or otherwise agreed to by willful misconduct of the Parties Materials Transferring Party. Upon the expiration or the earlier termination of a Collaboration Program, as applicable, except for any continuing rights as set forth in writingthis Agreement, the Materials Receiving Party shall discontinue its use of any Materials and shall, upon direction of the Materials Transferring Party, return or destroy (and certify destruction of) any remaining Material.

Materials Transfer. During In order to facilitate the Celgene Co-Co Termactivities contemplated under the Research Plan, either Party (the “Co-Co Transferring Party”) shall transfer, if such Party agrees in writing may provide to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request by the other Party (the “Co-Co Materials Receiving Party”), certain biological materials or chemical materials (the “Celgene Co-Co Materials”) that are in the possession or control of, and are not needed by, the Co-Co Transferring Party, for use compounds Controlled by the Co-Co Materials Receiving supplying Party in furtherance of its rights and to the conduct of its obligations under this Celgene Lead Co-Co Agreement extent permitted by Applicable Laws (the collectively, “Celgene Co-Co PurposeMaterials”). Any Direct Costs incurred by the Co-Co Transferring Party in connection with providing such Celgene Co-Co Materials, including the cost of Manufacturing, shall be included in the Worldwide Development Costs and subject to the Development Cost Share. All transfers of such Celgene Co-Co Materials by the Co-Co Transferring Party to the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Co-Co Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit E, which sets Except as otherwise expressly set forth the type and name of the Celgene Co-Co Material transferred, the amount of the Celgene Co-Co Material transferred, the date of the transfer of such Celgene Co-Co Material and the Celgene Co-Co Purpose (each, a “Celgene Co-Co Material Transfer Agreement”). The Co-Co Transferring Party shall use Commercially Reasonable efforts to provide such Celgene Co-Co Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Celgene Co-Co Material Transfer under this Agreement, not all such Materials delivered to exceed [***] days for any on-hand Celgene Co-Co Materials. Neither Party will unreasonably withhold its consent to any request made by the other Party pursuant will remain the sole property of the supplying Party, will be used only in the performance of activities conducted in accordance with the Research Plan, will not be used or delivered to this Section 2.7.1. The Parties agree that or for the exchanged Celgene Co-Co Materials shall benefit of any Third Party without the prior written consent of the supplying Party (except for subcontractors performing any activities under the Research Plan), and will be used in compliance with applicable Law Applicable Law. Each Party will use the Materials supplied under this Agreement with prudence and appropriate caution in any experimental work as not all of their characteristics may be known. 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 additional terms and conditions of restrictions set forth in the CMRI Agreement with respect thereto. Except as expressly set forth in this Celgene Lead Co-Co Agreement, and shall not be reverse engineered or chemically analyzedTHE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, except if required by the Celgene Co-Co Purpose or otherwise agreed to by the Parties in writingEXPRESS OR IMPLIED, INCLUDING 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.