Common use of Materials Transfer Clause in Contracts

Materials Transfer. During the PD-1 Term, either Party (the “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 “Licensed Materials Receiving Party”), certain biological or chemical materials (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. 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 B, which sets forth the type and name of the Jounce Licensed Material transferred, the amount of the Jounce Licensed Material transferred, the date of the transfer of such Jounce Licensed Material and the Jounce Licensed Purpose (each, a “Jounce License Material Transfer Agreement”). The License Transferring Party shall use reasonable efforts to provide such Jounce Licensed Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce License Material Transfer Agreement, not to exceed [***] for any on-hand 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 Jounce Licensed Materials shall be used in compliance with applicable Law and the terms and conditions of this PD-1 License Agreement, and shall not be reverse engineered or chemically analysed, except if required by the Jounce Program Licensed Purpose or otherwise agreed to by the Parties in writing.

Materials Transfer. 2.11.1 During the PD-1 Termcourse of the conduct of activities under the R&D Program, either Party may transfer (the “License 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 “Licensed 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 “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. 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 PurposeMTR”). 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 B, which sets MTR shall set forth the type and name of the Jounce Licensed Material Materials transferred, the amount of the Jounce Licensed Material Materials transferred, the date of the transfer of such Jounce Licensed Material Materials and the Jounce Licensed Purpose (eachproposed 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, a “Jounce License Material Transfer Agreement”)EXPRESS, IMPLIED OR STATUTORY, INCLUDING 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. 2.11.3 The License Materials Receiving Party acknowledges that it does not have any claim to the Materials supplied by the Materials Transferring Party shall use reasonable efforts to provide such Jounce Licensed Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce License Material Transfer Agreement, not to exceed [***] for any on-hand 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 and that the exchanged Jounce Licensed 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 PD-1 License 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 analysedanalyzed 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 Jounce gross negligence or wilful misconduct of the Materials Transferring Party. 2.11.6 Upon expiration or the earlier termination of an R&D Program Licensed Purpose pursuant to which such Materials were being utilized, the Materials Receiving Party shall discontinue its use of any Materials and shall, upon direction of the Materials Transferring Party, return or otherwise agreed to by the Parties in writingdestroy (and certify destruction of) any remaining Materials.

Materials Transfer. During the PD-1 Jounce Co-Co Term, either Party (the “License 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 “Licensed Co-Co Materials Receiving Party”), certain biological or chemical materials (the “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 Jounce Lead Co-Co Agreement (the “Jounce Co-Co Purpose”). Any Direct Costs incurred by the Co-Co Transferring Party in connection with providing such 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 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. 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 B, which sets forth the type and name of the Jounce Licensed Material transferred, the amount of the Jounce Licensed Material transferred, the date of the transfer of such Jounce Licensed Material and the Jounce Licensed Purpose (each, a “Jounce License Material Transfer Agreement”). The License Transferring Party shall use reasonable efforts to provide such Jounce Licensed Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce License Material Transfer Agreement, not to exceed [***] for any on-hand 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 Jounce Licensed Materials shall be used in compliance with applicable Law and the terms and conditions of this PD-1 License Agreement, and shall not be reverse engineered or chemically analysed, except if required by the Jounce Program Licensed Purpose or otherwise agreed to by the Parties in writing.

Materials Transfer. a) During the PD-1 Termcourse of the Research Program, either each Party may transfer (the “License 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 “Licensed Materials Receiving Party”), ) certain biological materials or chemical materials compounds pursuant to this Agreement (collectively, 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. 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 Such Materials will be provided under the License Transferring Party terms of this Agreement and in connection with providing such Jounce Licensed Materials, including the cost of Manufacturing, shall be included amount as described 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 record for the form of Exhibit Bparticular transfer (“MTR”), which sets MTR shall set forth the type and name of the Jounce Licensed Material Materials transferred, the amount of the Jounce Licensed Material Materials transferred, the date of the transfer of such Jounce Licensed Material Materials and the Jounce Licensed Purpose (each, a “Jounce License proposed use of such Materials by the Material Transfer Agreement”). The License Receiving Party. b) At the time the Materials Transferring Party shall use reasonable efforts to provide such Jounce Licensed provides Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce License Material Transfer Agreement, not to exceed [***] for any on-hand Jounce Licensed 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 Jounce Licensed 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 PD-1 License Agreement, and shall the Materials Transferring Party; and (vii) will not be reverse engineered or chemically analysedanalyzed 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 Jounce Program Licensed 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 PD-1 Celgene Co-Co Term, either Party (the “License 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 “Licensed Co-Co Materials Receiving Party”), certain biological or chemical materials (the “Jounce 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. 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 Co-Co Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit BE, which sets forth the type and name of the Jounce Licensed Celgene Co-Co Material transferred, the amount of the Jounce Licensed Celgene Co-Co Material transferred, the date of the transfer of such Jounce Licensed Celgene Co-Co Material and the Jounce Licensed Celgene Co-Co Purpose (each, a “Jounce License Celgene Co-Co Material Transfer Agreement”). The License Co-Co Transferring Party shall use reasonable Commercially Reasonable efforts to provide such Jounce Licensed Celgene Co-Co Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce License Celgene Co-Co Material Transfer Agreement, not to exceed [***] days for any on-hand Jounce Licensed 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 Jounce Licensed Celgene Co-Co Materials shall be used in compliance with applicable Law and the terms and conditions of this PD-1 License Celgene Lead Co-Co Agreement, and shall not be reverse engineered or chemically analysedanalyzed, except if required by the Jounce Program Licensed Celgene Co-Co Purpose or otherwise agreed to by the Parties in writing.

Materials Transfer. During (a) To facilitate the PD-1 TermCollaboration and subject to applicable Law, either Party may provide materials (including, without limitation, Cronos Material Samples) to the “License Transferring other. Except as explicitly provided elsewhere in this Agreement, all such materials shall be considered the Confidential Information of the Party providing such material and shall be used by the receiving Party solely for purposes of exercising its rights and performing its obligations under this Agreement. Any and all compounds, biological materials, reagents, assays, and other materials that are provided by one Party to the other Party hereunder and that are not entirely consumed during the Collaboration, as well as any Confidential Information relating thereto, shall all be returned to the providing Party or destroyed promptly upon the completion of the Collaboration, except as otherwise explicitly provided herein with respect to particular materials. The destruction of such materials shall be certified in writing. Except with the prior written consent of the other Party”) , a Party shall transfer, if not make any such Party agrees in writing to make such transfer (such agreement not to be unreasonably withheld) upon reasonable request materials provided by the other Party available to Third Parties. (b) To facilitate the “Licensed Materials Receiving Party”)Scale Up of any Target Cannabinoid, certain biological or chemical materials (Ginkgo will transfer 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 1933Person(s) selected in Section 2.3(b) a seed bank sufficient to support Scale Up of the Target Cannabinoid, AS AMENDED. Licensed Materials”) that are in the possession or control of, and are not needed by, the License Transferring Party, for use from Collaboration Strains agreed upon by the Licensed Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this PD-1 License Agreement JSC, (the a “Jounce Licensed PurposeScale Up Transfer”). Any Direct Costs incurred by the License Transferring Party in connection with providing Ginkgo will provide to such Jounce Licensed MaterialsPerson(s) a limited, including the cost of Manufacturing, shall be included in the Development Costs and subject site-specific license to the Development Cost Share. All transfers of such Jounce Licensed Materials by transferred Ginkgo Background IP, Collaboration Strains, and Collaboration Strain and Process IP, solely for the License Transferring Party time reasonably necessary and solely to the Licensed Materials Receiving Party shall extent required to Scale Up said Target Cannabinoid using the transferred Collaboration Strains. The Scale Up Transfer will be effected pursuant to a strain transfer agreement on terms reasonably acceptable to Ginkgo and Cronos. Between Ginkgo and Cronos, Cronos will bear all costs associated with such Scale Up Transfer. (c) To facilitate the Manufacture and Commercialization of each Target Cannabinoid of a completed TDP, Ginkgo will transfer to the Person(s) selected in Section 2.4(b), a seed bank sufficient to support Manufacture of that Target Cannabinoid of the Collaboration Strain selected in Section 2.4(a) (a “Manufacture Transfer). The Manufacture Transfer will be effected pursuant to a strain transfer agreement on terms reasonably acceptable to Ginkgo and Cronos. For clarity, the Manufacture Transfer will be documented in strain transfer agreements on a material Collaboration Strain by Collaboration Strain basis. If the Person selected in Section 2.4(b) is not Cronos, the Person will be granted a sublicense to pursuant to Section 4.2 to be documented in the strain transfer agreement substantially to effect the Manufacture Transfer. Between Ginkgo and Cronos, Cronos will bear all costs associated with such Manufacture Transfer. If the Person selected in the form Section 2.4(b) is in possession of Exhibit B, which sets forth the type and name sufficient quantities of the Jounce Licensed Material transferredrelevant Collaboration Strain for the Manufacture of Target Cannabinoids of completed TDPs due to Scale Up activities, the amount of the Jounce Licensed Material transferredthen no additional transfer will be required, the date of the transfer of such Jounce Licensed Material and the Jounce Licensed Purpose (each, a “Jounce License Material Transfer Agreement”). The License Transferring Party shall use reasonable efforts to provide such Jounce Licensed Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce License Material Transfer Agreement, not to exceed [***] for any on-hand 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 provided that the exchanged Jounce Licensed Materials shall be used in compliance with applicable Law and strain transfer agreement for the terms and conditions of this PD-1 License Agreement, and shall not be reverse engineered or chemically analysed, except if required by the Jounce Program Licensed Purpose or otherwise agreed to by the Parties in writingScale Up Transfer covers Manufacturing activities.

Materials Transfer. 13.1.1 During the PD-1 Termcourse of a Collaboration Program, either Party (or such Party’s designee) (the “License 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 “Licensed Materials Receiving Party”), ) certain biological or chemical materials (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. Licensed Materials”) that are in the possession or control of, and are not needed by, the License Transferring Party, Materials 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 activities contemplated under this Agreement. Such Materials will be provided under the terms and conditions of this Agreement and in such Jounce Licensed Materials, including the cost of Manufacturing, shall be included amount as described 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 record for the particular transfer (“MTR”), in the form of Exhibit Battached hereto as Schedule 13.1.1, which sets MTR shall set forth the type and name of the Jounce Licensed Material Materials transferred, the amount of the Jounce Licensed Material Materials transferred, the date of the transfer of such Jounce Licensed Material Materials and the Jounce Licensed Purpose proposed 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-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 “Jounce License Material Transfer Agreement”). The License including Patents, relating thereto) shall remain the sole and exclusive property of the Materials Transferring Party and shall use reasonable efforts to provide such Jounce Licensed 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 Jounce License Material Transfer Agreement, not to exceed [***] for any on-hand 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 agrees that the exchanged Jounce Licensed 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 PD-1 License 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 analyseddemand 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 Jounce Program Licensed 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 PD-1 Termcourse of a Collaboration Program, either Party (or such Party’s designee) (the “License 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 “Licensed Materials Receiving Party”), ) certain biological or chemical materials (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. Licensed Materials”) that are in the possession or control of, and are not needed by, the License Transferring Party, Materials for use by the Licensed 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 PD-1 License Agreement and in such amount as described in the material transfer record for the particular transfer (the “Jounce Licensed PurposeMTR”). 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 Battached hereto as Schedule 3.2.5, which sets MTR shall set forth the type and name of the Jounce Licensed Material Materials transferred, the amount of the Jounce Licensed Material Materials transferred, the date of the transfer of such Jounce Licensed Material Materials and the Jounce Licensed Purpose proposed use of such Materials by the Material Receiving Party. (eachb) MATERIALS SUPPLIED BY THE MATERIALS TRANSFERRING PARTY HEREUNDER ARE SUPPLIED IN “AS IS” CONDITION WITH NO WARRANTY, a “Jounce License Material Transfer Agreement”)EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, EXCLUSIVITY, OR FITNESS FOR A PARTICULAR PURPOSE. The License Transferring Party shall use reasonable efforts to provide such Jounce Licensed Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce License Material Transfer Agreement, not to exceed ANY MATERIAL DELIVERED PURSUANT TO THIS [***] 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 Jounce Licensed 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 Jounce Licensed 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 PD-1 License Agreement, and Materials. The Materials Transferring Party shall not be reverse engineered liable to the Materials Receiving Party for any loss, claim or chemically analyseddemand 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 Jounce Program Licensed Purpose negligence or otherwise agreed 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 by Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the Parties registrant if publicly disclosed. and shall, upon direction of the Materials Transferring Party, return or destroy (and certify destruction of) any remaining Material in writingcompliance with all Applicable Laws.

Materials Transfer. During the PD-1 Celgene Co-Co Term, either Party (the “License Celgene 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 “Licensed Celgene Co-Co Materials Receiving Party”), certain biological or chemical materials (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] materials, AS AMENDED. Licensed which may include [***] (the “Celgene Co-Co Materials”) that are in the possession or control of, and are not needed by, the License Transferring Party, for use by the Licensed Celgene Co-Co Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this PD-1 License Celgene Lead Co-Co Agreement (the “Jounce Licensed Celgene Co-Co 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 Celgene Co-Co Materials by the License Celgene Co-Co Transferring Party to the Licensed Celgene Co-Co Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit BE, which sets forth the type and name of the Jounce Licensed Celgene Co-Co Material transferred, the amount of the Jounce Licensed Celgene Co-Co Material transferred, the date of the transfer of such Jounce Licensed Celgene Co-Co Material and the Jounce Licensed Celgene Co-Co Purpose (each, a “Jounce License Celgene Co-Co Material Transfer Agreement”). The License Transferring Party shall use reasonable efforts to provide such Jounce Licensed Such Celgene Co-Co Materials will be provided to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce License Celgene Co-Co Material Transfer Agreement, not to exceed [***] for any on-hand Jounce Licensed Materials]. Neither Party will unreasonably withhold its consent to any request made by the other Party pursuant to this Section 2.7.12.6.1, except that Celgene shall have no obligation to transfer to Juno [***] unless it otherwise agrees in writing, [***] and Juno shall have no obligation to transfer to Celgene [***] unless it otherwise agrees in writing, [***]. The Parties agree that the exchanged Jounce Licensed Celgene Co-Co Materials shall be used in compliance with applicable Law and the terms and conditions of this PD-1 License Celgene Lead Co-Co Agreement, and shall not be reverse engineered or chemically analysed, except if required by the Jounce Program Licensed Celgene Co-Co Purpose or otherwise agreed to by the Parties in writing.

Materials Transfer. (a) During the PD-1 Termcourse of the Target Discovery Phase or the conduct of an individual Collaboration Program, either Party (or such Party’s designee) may transfer (the “License 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 “Licensed Materials Receiving Party”), ) certain biological or chemical materials (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. Licensed Materials”) that are in the possession or control of, and are not needed by, the License Transferring Party, Materials 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 activities contemplated under this Agreement. Such Materials will be provided under the terms and conditions of this Agreement and in such Jounce Licensed Materials, including the cost of Manufacturing, shall be included amount as described 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 record for the particular transfer (“MTR”), in the form of Exhibit Battached hereto as Schedule 14.1, which sets MTR shall set forth the type and name of the Jounce Licensed Material Materials transferred, the amount of the Jounce Licensed Material Materials transferred, the date of the transfer of such Jounce Licensed Material Materials and the Jounce Licensed Purpose proposed use of such Materials by the Material Receiving Party. (eachb) MATERIALS SUPPLIED BY THE MATERIALS TRANSFERRING PARTY HEREUNDER ARE SUPPLIED IN “AS IS” CONDITION WITH NO WARRANTY, a “Jounce License Material Transfer Agreement”)EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-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. (c) The License 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 (and any Intellectual Property Rights, including Patents, relating thereto) shall remain the sole and exclusive property of the Materials Transferring Party and shall use reasonable efforts to provide such Jounce Licensed 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 Jounce License Material Transfer Agreement, not to exceed [***] for any on-hand 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 agrees that the exchanged Jounce Licensed 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 PD-1 License Agreementthe 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, and 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-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 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 analyseddemand 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 Jounce Program Licensed 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. During the PD-1 Juno Co-Co Term, either Party (the “License Juno 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 “Licensed Juno Co-Co Materials Receiving Party”), certain biological or chemical materials (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. Licensed which may include [***] (the “Juno Co-Co Materials”) that are in the possession or control of, and are not needed by, the License Transferring Party, for use by the Licensed Juno Co-Co Materials Receiving Party in furtherance of its rights and the conduct of its obligations under this PD-1 License Juno Lead Co-Co Agreement (the “Jounce Licensed Juno Co-Co 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 Juno Co-Co Materials by the License Juno Co-Co Transferring Party to the Licensed Juno Co-Co Materials Receiving Party shall be documented in a material transfer agreement substantially in the form of Exhibit BE, which sets forth the type and name of the Jounce Licensed Juno Co-Co Material transferred, the amount of the Jounce Licensed Juno Co-Co Material transferred, the date of the transfer of such Jounce Licensed Juno Co-Co Material and the Jounce Licensed Juno Co-Co Purpose (each, a “Jounce License Juno Co-Co Material Transfer Agreement”). The License Transferring Party shall use reasonable efforts [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to provide such Jounce Licensed the omitted portions. Such Juno Co-Co Materials will be provided to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce License Juno Co-Co Material Transfer Agreement, not to exceed [***] for any on-hand Jounce Licensed Materials]. Neither Party will unreasonably withhold its consent to any request made by the other Party pursuant to this Section 2.7.12.6.1, except that Juno shall have no obligation to transfer to Celgene [***] unless it otherwise agrees in writing, [***] and Celgene shall have no obligation to transfer to Juno [***] unless it otherwise agrees in writing, [***]. The Parties agree that the exchanged Jounce Licensed Juno Co-Co Materials shall be used in compliance with applicable Law and the terms and conditions of this PD-1 License Juno Lead Co-Co Agreement, and shall not be reverse engineered or chemically analysed, except if required by the Jounce Juno Program Licensed Co-Co Purpose or otherwise agreed to by the Parties in writing.

Materials Transfer. During In order to facilitate the PD-1 Term, activities contemplated under the CMC DM1 Improvement Plan and any scope of work in respect of DM Collaboration Activities either Party (the “License 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 “Licensed Materials Receiving Party”), certain biological materials or chemical materials compounds Controlled by the supplying Party (the collectively, “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. 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 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 PD-1 License Agreement (the “Jounce Licensed Purpose”). Any Direct Costs incurred Agreement, which will be updated by the License Transferring supplying Party in connection with providing such Jounce Licensed Materials, including at the cost beginning of Manufacturing, shall be included in each Calendar Quarter during the Development Costs and Term for DM1 or DM2, as applicable. Each supplying Party hereby grants to the receiving Party a worldwide, fully paid-up, royalty-free, time-limited, non-exclusive, non-transferrable, non-sublicensable research license to use the supplying Party’s Material solely for the limited purpose of performing the CMC DM1 Improvement Plan or a DM Collaboration Activity during the applicable Development Term, 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 Jounce Licensed 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 License Transferring supplying 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-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 Licensed supplying Party. Except as otherwise provided for under this Agreement, all Materials Receiving delivered to a receiving Party shall be documented in a material transfer agreement substantially in will remain the form of Exhibit B, which sets forth the type and name sole property of the Jounce Licensed Material transferredsupplying Party, the amount will be used only in furtherance of the Jounce Licensed Material transferredactivities conducted in accordance with the CMC DM1 Improvement Plan or DM Collaboration Activity, will not be used or delivered to or for the date 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 such Jounce Licensed Material and the Jounce Licensed Purpose (each, a “Jounce License Material Transfer Agreement”)any Materials. The License Transferring Party shall use reasonable efforts to provide such Jounce Licensed Materials to the requesting Party within a reasonable time period after the Parties execute the relevant Jounce License Material Transfer 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 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. In the event Millennium does not exercise its DM Exclusive Option with respect to exceed DM1, then within [***] 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 Jounce Licensed Materialsof-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 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 Jounce Licensed Materials shall constitutes Out-of-Scope Results will be used in compliance with applicable Law and subject to the terms and conditions of this PD-1 License Agreement, and shall not be reverse engineered or chemically analysed, except if required by the Jounce Program Licensed Purpose or otherwise agreed to by the Parties in writingSection 2.10(e).