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. 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. 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. 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. 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. (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.