Common use of Materials Transfer Clause in Contracts

Materials Transfer. In order to facilitate the activities contemplated under the R&D Plans and the conduct of the Novo Studies, either Party may provide to the other Party certain chemical compounds or other materials Controlled by the supplying Party (collectively, other than Licensed Compounds and Licensed Products and any materials transferred pursuant to Section 3.4 (Manufacturing Technology and Material Transfer), “Materials”) for use by the other Party for the conduct of R&D Plan Activities or Additional R&D Program Optimization Activities or Novo Studies in furtherance of an R&D Program. Except as otherwise expressly set forth under this Agreement, (a) all such Materials delivered to the other Party will remain the sole property of the supplying Party, (b) will be used only (i) by Septerna, in the performance of R&D Plan Activities or Additional R&D Program Optimization Activities conducted in accordance with the R&D Plan or other activities agreed by the Parties in writing and (ii) by Novo Nordisk, in furtherance of its license rights set forth in Section 8.2 (Licenses to Novo Nordisk), including in the performance of R&D Plan Activities or Additional R&D Program Optimization Activities or Novo Studies, (c) except as provided in clause (b), will not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party (except for Permitted Subcontractors performing any R&D Plan Activities or Additional R&D Program Optimization Activities or as otherwise set forth in the applicable R&D Plan), and (d) will be used in compliance with Applicable Law. No Party shall attempt to determine the chemical structure of any Materials provided by the other Party. Each Party will use the Materials supplied under this Agreement with prudence and appropriate caution in any experimental work as not all of their characteristics may be known. The supplying Party will provide the other Party the most current material safety data sheet for the Materials upon transfer of any Materials. Except as expressly set forth in this Agreement, THE 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. To the extent consistent with the Parties’ existing standard operating procedures with respect to similar materials, prior to the initial transfer of any Materials hereunder, the Parties will agree on an appropriate recording system pursuant to which Materials will be provided under the terms of this Agreement. Unless otherwise agreed by the Parties, any such recording system will require each Party providing Materials to the other Party pursuant to this Agreement to document in a material transfer record (v) the type and name of the Materials transferred, (w) the amount of the Materials transferred, (x) the date of the transfer of such Materials, (y) the proposed use of such Materials by the Party receiving such Material and (z) any specific restrictions on the use and or subsequent transfer of such Materials imposed by any written agreement with any Third Party.

Materials Transfer. In order to facilitate the activities contemplated under the R&D Plans and the conduct of the Novo StudiesResearch Plan, either Party may provide to the other Party certain biological materials or chemical compounds or other materials Controlled by the supplying Party to the extent permitted by Applicable Laws (collectively, other than Licensed Compounds and Licensed Products and any materials transferred pursuant to Section 3.4 (Manufacturing Technology and Material Transfer), “Materials”) for use by the other Party for the conduct of R&D Plan Activities or Additional R&D Program Optimization Activities or Novo Studies in furtherance of an R&D Program). Except as otherwise expressly set forth under this Agreement, (a) all such Materials delivered to the other Party will remain the sole property of the supplying Party, (b) will be used only (i) by Septerna, in the performance of R&D Plan Activities or Additional R&D Program Optimization Activities activities conducted in accordance with the R&D Plan or other activities agreed by the Parties in writing and (ii) by Novo Nordisk, in furtherance of its license rights set forth in Section 8.2 (Licenses to Novo Nordisk), including in the performance of R&D Plan Activities or Additional R&D Program Optimization Activities or Novo Studies, (c) except as provided in clause (b)Research Plan, will not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party (except for Permitted Subcontractors subcontractors performing any R&D Plan Activities or Additional R&D Program Optimization Activities or as otherwise set forth in activities under the applicable R&D Research Plan), and (d) will be used in compliance with Applicable Law. No Party shall attempt to determine the chemical structure of any Materials provided by the other Party. Each Party will use the Materials supplied under this Agreement with prudence and appropriate caution in any experimental work as not all of their characteristics may be known. The supplying Party will provide the other Party the most current material safety data sheet for the Materials upon transfer of any Materials. LogicBio will notify CANbridge if any Materials supplied by LogicBio are “Licensed Materials” under the CMRI Agreement, and, without limiting the foregoing, CANbridge’s use of any Materials of LogicBio that are “Licensed Materials” under the CMRI Agreement will be subject to the additional terms and restrictions set forth in the CMRI Agreement with respect thereto. Except as expressly set forth in this Agreement, THE 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. To the extent consistent with the Parties’ existing standard operating procedures with respect to similar materials, prior to the initial transfer of any Materials hereunder, the Parties will agree on an appropriate recording system pursuant to which Materials will be provided under the terms of this Agreement. Unless otherwise agreed by the Parties, any such recording system will require each Party providing Materials to the other Party pursuant to this Agreement to document in a material transfer record (v) the type and name of the Materials transferred, (w) the amount of the Materials transferred, (x) the date of the transfer of such Materials, (y) the proposed use of such Materials by the Party receiving such Material and (z) any specific restrictions on the use and or subsequent transfer of such Materials imposed by any written agreement with any Third Party.

Materials Transfer. In order (a) During the course of a Collaboration Program, either Party (or such Party’s designee) (the “Materials Transferring Party”) may transfer to facilitate the other Party or its designee (the “Materials Receiving Party”) certain Materials for use in connection with activities contemplated under the R&D Plans and a particular Collaboration Plan; provided, that for clarity any Material transfer contemplated in connection with the conduct of the Novo StudiesMAT2A Combination Study shall be as set forth in the MAT2A CTCSA. Such Materials will be provided under the terms and conditions of this Agreement and in such amount as described in the material transfer record for the particular transfer (“MTR”), either Party may provide in the form attached hereto as Schedule 3.2.5, which MTR shall set forth the type and name of the Materials transferred, the amount of the Materials transferred, the date of the transfer of such Materials and the proposed 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-INFRINGEMENT, EXCLUSIVITY, OR FITNESS FOR A PARTICULAR PURPOSE. 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 Party certain chemical compounds or other materials Controlled express rights granted herein, it does not have any claim to the Materials supplied by the supplying Party (collectivelyMaterials Transferring Party, other than Licensed Compounds and Licensed Products and or any materials transferred pursuant license or rights to Section 3.4 (Manufacturing Technology and Material Transfer), “Materials”) for use by the other Party for the conduct of R&D Plan Activities any proprietary information or Additional R&D Program Optimization Activities intellectual property rights in or Novo Studies in furtherance of an R&D Program. Except as otherwise expressly set forth under this Agreement, (a) all such Materials delivered to the other Party will Materials. For clarity, the Materials shall remain the sole and exclusive property of the supplying Materials Transferring Party and shall be returned or destroyed at the request of the Materials Transferring Party. (d) The Materials Receiving Party agrees that the 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; (b2) 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 (i) by Septerna, the Materials Receiving Party and only in the performance of R&D Plan Activities or Additional R&D Program Optimization Activities conducted in accordance Materials Receiving Party’s laboratory, except with the R&D Plan or other activities agreed by prior written consent of the Parties in writing and Materials Transferring Party; (ii5) by Novo Nordisk, in furtherance of its license rights set forth in Section 8.2 (Licenses to Novo Nordisk), including in the performance of R&D Plan Activities or Additional R&D Program Optimization Activities or Novo Studies, (c) except as provided in clause (b), will not be used or delivered transferred to or for the benefit of any a Third Party without the prior written consent of the supplying Party Materials Transferring Party; and (except for Permitted Subcontractors performing any R&D Plan Activities or Additional R&D Program Optimization Activities or as otherwise set forth in 6) the applicable R&D Plan), and (d) will be used in compliance with Applicable Law. No Materials Receiving Party shall not reverse engineer or attempt to determine the chemical structure 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 Collaboration 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 liable to the Materials Receiving Party for any Materials provided loss, claim or demand made by the other 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 to the extent permitted by Applicable Law when caused by the negligence or willful misconduct of the Materials Transferring Party. Each Party will use the Materials supplied under this Agreement with prudence and appropriate caution in Upon termination of a Collaboration Program, as applicable, except for any experimental work continuing rights as not all of their characteristics may be known. The supplying Party will provide the other Party the most current material safety data sheet for the Materials upon transfer of any Materials. Except as expressly set forth in this Agreement, THE 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. To the extent consistent with the Parties’ existing standard operating procedures with respect to similar materials, prior to the initial transfer Materials Receiving Party shall discontinue its use of any Materials hereunder, the Parties will agree on an appropriate recording system [***] Certain information in this document has been excluded pursuant to which Materials will be provided under the terms of this AgreementRegulation S-K, Item 601(b)(10). Unless otherwise agreed by the Parties, any such recording system will require each Party providing Materials Such excluded information is not material and would likely cause competitive harm to the other Party pursuant to this Agreement to document in a material transfer record (v) the type registrant if publicly disclosed. and name shall, upon direction of the Materials transferredTransferring Party, return or destroy (w) the amount of the Materials transferred, (x) the date of the transfer of such Materials, (y) the proposed use of such Materials by the Party receiving such Material and (zcertify destruction of) any specific restrictions on the use and or subsequent transfer of such Materials imposed by any written agreement remaining Material in compliance with any Third Partyall Applicable Laws.

Materials Transfer. In order 11.1 [Information redacted pursuant to facilitate confidential treatment request filed with the activities contemplated under the R&D Plans Securities and the conduct of the Novo Studies, either Party may provide to the other Party certain chemical compounds or other materials Controlled Exchange Commission] 11.2 The Sponsor’s Material shall be used by the supplying Party (collectively, other than Licensed Compounds and Licensed Products and any materials transferred pursuant to Section 3.4 (Manufacturing Technology and Material Transfer), “Materials”) for use by the other Party for the conduct of R&D Plan Activities or Additional R&D Program Optimization Activities or Novo Studies Principal Investigator solely in furtherance of an R&D Program. Except as otherwise expressly set forth under this Agreement, (a) all such Materials delivered to the other Party will remain the sole property of the supplying Party, (b) will be used only (i) by Septerna, in the performance of R&D Plan Activities or Additional R&D Program Optimization Activities conducted in accordance connection with the R&D Plan or Research Project and not for any other activities agreed by the Parties in writing and (ii) by Novo Nordisk, in furtherance of its license rights set forth in Section 8.2 (Licenses to Novo Nordisk), including in the performance of R&D Plan Activities or Additional R&D Program Optimization Activities or Novo Studies, (c) except as provided in clause (b), will not be used or delivered to or for the benefit of any Third Party purpose without the prior written consent of Sponsor, which consent shall not be unreasonably withheld. TRLLC shall not distribute, release, or in any way disclose Sponsor’s Material to any person or entity other than laboratory personnel under the supplying Principal Investigator’s direct supervision. 11.3 The Receiving Party (except shall ensure that no one will be allowed to take or send Material to any other location, unless written permission is obtained from the Disclosing Party. The Material is made available by TRLLC and Sponsor for Permitted Subcontractors performing investigational use only in laboratory animals or in vitro experiments. Neither the Material, nor any R&D Plan Activities chemical or Additional R&D Program Optimization Activities biological materials treated therewith or as otherwise set forth in the applicable R&D Plan)derived therefrom, and (d) will be used in compliance with Applicable Lawhuman beings. 11.4 This Agreement and the resulting transfer of Material constitute a license to use the Material solely for purposes of the Research Project. No Except as otherwise provided in this Agreement, the Receiving Party agrees that nothing pursuant to this Article XI shall attempt be deemed to determine grant any rights under any patents. At the chemical structure request of the Disclosing Party, the Receiving Party will return all unused Material, whether or not during the Term. 11.5 Any Material provided is experimental in nature and shall be provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY 11.6 In no event shall the Disclosing Party be liable for any Materials provided use by the other Party. Each Receiving Party of the Material or any loss, claim, damage or liability, of whatsoever kind or nature, which may arise from or in connection with this Agreement or the use, handling or storage of the Material. 11.7 The Receiving Party will use the Materials supplied under this Agreement Material in compliance with prudence all laws, governmental regulations and appropriate caution in any experimental work as not all of their characteristics may be known. The supplying Party will provide the other Party the most current material safety data sheet for the Materials upon transfer of any Materials. Except as expressly set forth in this Agreement, THE 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. To the extent consistent with the Parties’ existing standard operating procedures with respect to similar materials, prior guidelines applicable to the initial transfer of any Materials hereunder, the Parties will agree on an appropriate recording system pursuant to which Materials will be provided under the terms of this Agreement. Unless otherwise agreed by the Parties, any such recording system will require each Party providing Materials to the other Party pursuant to this Agreement to document in a material transfer record (v) the type and name of the Materials transferred, (w) the amount of the Materials transferred, (x) the date of the transfer of such Materials, (y) the proposed use of such Materials by the Party receiving such Material and (z) any specific restrictions on the use and or subsequent transfer of such Materials imposed by any written agreement with any Third PartyMaterial.

Materials Transfer. In order to facilitate the activities contemplated under the R&D Plans CMC DM1 Improvement Plan and the conduct any scope of the Novo Studies, work in respect of DM Collaboration Activities either Party may provide to the other Party certain biological materials or chemical compounds or other materials Controlled by the supplying Party (collectively, other than Licensed Compounds and Licensed Products and any materials transferred pursuant to Section 3.4 (Manufacturing Technology and Material Transfer), “Materials”) for use by the other receiving Party for the conduct of R&D Plan Activities or Additional R&D Program Optimization Activities or Novo Studies in furtherance of an R&D Programthe CMC DM1 Improvement Plan or a DM Collaboration Activity. The supplying Party will provide a list of all Materials provided to the receiving Party under the Agreement, which will be updated by the supplying Party at the beginning of each Calendar Quarter during the Development Term for DM1 or DM2, as applicable. Each supplying Party hereby grants to the receiving Party a worldwide, fully paid-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 receiving Party’s compliance with the terms of this Agreement. Except as provided in the previous sentence, the provision of 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 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 supplying Party. Except as otherwise expressly set forth provided for under this Agreement, (a) all such Materials delivered to the other a receiving Party will remain the sole property of the supplying Party, (b) will be used only (i) by Septerna, in furtherance of the performance of R&D Plan Activities or Additional R&D Program Optimization Activities activities conducted in accordance with the R&D CMC DM1 Improvement Plan or other activities agreed by the Parties in writing and (ii) by Novo Nordisk, in furtherance of its license rights set forth in Section 8.2 (Licenses to Novo Nordisk), including in the performance of R&D Plan Activities or Additional R&D Program Optimization Activities or Novo Studies, (c) except as provided in clause (b)DM Collaboration Activity, will not be used or delivered to or for the benefit of any Third Party (except for Permitted Subcontractors in furtherance of the CMC DM1 Improvement Plan or DM Collaboration Activity), without the prior written consent of the supplying Party (except for Permitted Subcontractors performing any R&D Plan Activities or Additional R&D Program Optimization Activities or as otherwise set forth in the applicable R&D Plan)Party, and (d) will be used in compliance with Applicable Law. No Party shall attempt to determine the chemical structure of any Materials provided by the other Party. Each Party will use the The Materials supplied under this Agreement must be used with prudence and appropriate caution in any experimental work as because not all of their characteristics may be known. The supplying Party will provide the other receiving Party the most current material safety data sheet for the Materials upon transfer of any Materials. Except as expressly set forth in this Agreement, EACH PARTY AGREES THAT THE SUPPLYING PARTY’S MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF 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. To In the extent consistent with the Parties’ existing standard operating procedures event Millennium does not exercise its DM Exclusive Option with respect to similar materialsDM1, prior 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 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 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. 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 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 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. For purposes of clarity, any Data that constitutes Out-of-Scope Results will be subject to the initial transfer terms and conditions of any Materials hereunder, the Parties will agree on an appropriate recording system pursuant to which Materials will be provided under the terms of this Agreement. Unless otherwise agreed by the Parties, any such recording system will require each Party providing Materials to the other Party pursuant to this Agreement to document in a material transfer record (v) the type and name of the Materials transferred, (w) the amount of the Materials transferred, (x) the date of the transfer of such Materials, (y) the proposed use of such Materials by the Party receiving such Material and (z) any specific restrictions on the use and or subsequent transfer of such Materials imposed by any written agreement with any Third PartySection 2.10(e).

Materials Transfer. In order to facilitate 11.1 [***] * Confidential Information indicated by [***] has been omitted from this filing and filed separately with the activities contemplated under the R&D Plans Securities and the conduct of the Novo Studies, either Party may provide to the other Party certain chemical compounds or other materials Controlled Exchange Commission. 11.2 The Sponsor’s Material shall be used by the supplying Party (collectively, other than Licensed Compounds and Licensed Products and any materials transferred pursuant to Section 3.4 (Manufacturing Technology and Material Transfer), “Materials”) for use by the other Party for the conduct of R&D Plan Activities or Additional R&D Program Optimization Activities or Novo Studies Principal Investigator solely in furtherance of an R&D Program. Except as otherwise expressly set forth under this Agreement, (a) all such Materials delivered to the other Party will remain the sole property of the supplying Party, (b) will be used only (i) by Septerna, in the performance of R&D Plan Activities or Additional R&D Program Optimization Activities conducted in accordance connection with the R&D Plan or Research Project and not for any other activities agreed by the Parties in writing and (ii) by Novo Nordisk, in furtherance of its license rights set forth in Section 8.2 (Licenses to Novo Nordisk), including in the performance of R&D Plan Activities or Additional R&D Program Optimization Activities or Novo Studies, (c) except as provided in clause (b), will not be used or delivered to or for the benefit of any Third Party purpose without the prior written consent of Sponsor, which consent shall not be unreasonably withheld. TRLLC shall not distribute, release, or in any way disclose Sponsor’s Material to any person or entity other than laboratory personnel under the supplying Principal Investigator’s direct supervision. 11.3 The Receiving Party (except shall ensure that no one will be allowed to take or send Material to any other location, unless written permission is obtained from the Disclosing Party. The Material is made available by TRLLC and Sponsor for Permitted Subcontractors performing investigational use only in laboratory animals or in vitro experiments. Neither the Material, nor any R&D Plan Activities chemical or Additional R&D Program Optimization Activities biological materials treated therewith or as otherwise set forth in the applicable R&D Plan)derived therefrom, and (d) will be used in compliance with Applicable Law. No Party shall attempt human beings. 11.4 This Agreement and the resulting transfer of Material constitute a license to determine the chemical structure of any Materials provided by the other Party. Each Party will use the Materials supplied under this Agreement with prudence and appropriate caution in any experimental work as not all Material solely for purposes of their characteristics may be known. The supplying Party will provide the other Party the most current material safety data sheet for the Materials upon transfer of any MaterialsResearch Project. Except as expressly set forth otherwise provided in this Agreement, THE MATERIALS ARE PROVIDED “AS IS” AND the Receiving Party agrees that nothing pursuant to this Article XI shall be deemed to grant any rights under any patents. At the request of the Disclosing Party, the Receiving Party will return all unused Material, whether or not during the Term. 11.5 Any Material provided is experimental in nature and shall be provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY REPRESENTATION OR OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY . THERE IS NO REPRESENTATION OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS MATERIAL WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY. To RIGHT. 11.6 In no event shall the extent consistent Disclosing Party be liable for any use by the Receiving Party of the Material or any loss, claim, damage or liability, of whatsoever kind or nature, which may arise from or in connection with this Agreement or the Parties’ existing standard operating procedures use, handling or storage of the Material. 11.7 The Receiving Party will use the Material in compliance with respect to similar materialsall laws, prior governmental regulations and guidelines applicable to the initial transfer of any Materials hereunder, the Parties will agree on an appropriate recording system pursuant to which Materials will be provided under the terms of this Agreement. Unless otherwise agreed by the Parties, any such recording system will require each Party providing Materials to the other Party pursuant to this Agreement to document in a material transfer record (v) the type and name of the Materials transferred, (w) the amount of the Materials transferred, (x) the date of the transfer of such Materials, (y) the proposed use of such Materials by the Party receiving such Material and (z) any specific restrictions on the use and or subsequent transfer of such Materials imposed by any written agreement with any Third PartyMaterial.

Materials Transfer. In order to (a) To facilitate the activities contemplated under the R&D Plans Collaboration and the conduct of the Novo Studiessubject to applicable Law, either Party may provide materials (including, without limitation, Cronos Material Samples) to the 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 certain chemical compounds 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 other destroyed promptly upon the completion of the Collaboration, except as otherwise explicitly provided herein with respect to particular materials. The destruction of such materials Controlled by the supplying Party (collectively, other than Licensed Compounds and Licensed Products and any materials transferred pursuant to Section 3.4 (Manufacturing Technology and Material Transfer), “Materials”) for use by the other Party for the conduct of R&D Plan Activities or Additional R&D Program Optimization Activities or Novo Studies shall be certified in furtherance of an R&D Programwriting. Except as otherwise expressly set forth under this Agreement, (a) all such Materials delivered to the other Party will remain the sole property of the supplying Party, (b) will be used only (i) by Septerna, in the performance of R&D Plan Activities or Additional R&D Program Optimization Activities conducted in accordance with the R&D Plan or other activities agreed by the Parties in writing and (ii) by Novo Nordisk, in furtherance of its license rights set forth in Section 8.2 (Licenses to Novo Nordisk), including in the performance of R&D Plan Activities or Additional R&D Program Optimization Activities or Novo Studies, (c) except as provided in clause (b), will not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party (except for Permitted Subcontractors performing any R&D Plan Activities or Additional R&D Program Optimization Activities or as otherwise set forth in the applicable R&D Plan)other Party, and (d) will be used in compliance with Applicable Law. No a Party shall attempt to determine the chemical structure of not make any Materials such materials provided by the other Party. Each Party will use available to Third Parties. (b) To facilitate the Materials supplied under this Agreement with prudence and appropriate caution in any experimental work as not all of their characteristics may be known. The supplying Party will provide the other Party the most current material safety data sheet for the Materials upon transfer Scale Up of any Materials. Except Target Cannabinoid, Ginkgo will transfer to the Person(s) selected in Section 2.3(b), at such time as expressly set forth in this AgreementSection 2.3, THE MATERIALS ARE PROVIDED a seed bank sufficient to support Scale Up of the Target Cannabinoid, from Collaboration Strains agreed upon by the JSC (a “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTYScale Up Transfer”). Ginkgo will provide to such Person(s) a limited, EXPRESS OR IMPLIEDsite-specific license to the transferred Ginkgo Background IP, 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. To Collaboration Strains, and Collaboration Strain and Process IP, solely for the time reasonably necessary and solely to the extent consistent 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. The scope of a Scale Up Transfer may be modified and qualified by the Partiescontents of an applicable Work Order. For clarity, Cronos’ existing standard operating procedures with respect ability to similar materialsmaintain a seed bank transferred under a Scale Up Transfer is subject to and limited by the last sentence of Section 2.4(a). (c) To facilitate the Manufacture and Commercialization of each Target Cannabinoid, prior Ginkgo will transfer to the initial Person(s) selected in Section 2.4(b), at such time as set forth in Section 2.4, 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 of any Materials hereunderagreement on terms reasonably acceptable to Ginkgo and Cronos. For clarity, the Parties Manufacture Transfer will agree be documented in strain transfer agreements on an appropriate recording system a 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 pursuant to which Materials Section 4.2, to be documented in the strain transfer agreement to effect the Manufacture Transfer. Between Ginkgo and Cronos, Cronos will bear all costs associated with such Manufacture Transfer. If the Person selected in Section 2.4(b) is in possession of sufficient quantities of the relevant Collaboration Strain for the Manufacture of Target Cannabinoids due to such Person having performed Scale Up activities, then no additional transfer will be required, provided that the strain transfer agreement for the Scale Up Transfer covers Manufacturing activities. For clarity, Cronos’ ability to maintain a seed bank transferred under the terms of this Agreement. Unless otherwise agreed a Manufacture Transfer is subject to and limited by the Parties, any such recording system will require each Party providing Materials to the other Party pursuant to this Agreement to document in a material transfer record (v) the type and name last sentence of the Materials transferred, (w) the amount of the Materials transferred, (x) the date of the transfer of such Materials, (y) the proposed use of such Materials by the Party receiving such Material and (z) any specific restrictions on the use and or subsequent transfer of such Materials imposed by any written agreement with any Third PartySection 2.4(a).

Materials Transfer. In order to facilitate the activities contemplated under the R&D Plans and the conduct of the Novo Studiesunder, or to confirm any results of, a Program, either Party may provide to the other Party certain biological materials or chemical compounds or other materials Controlled by the supplying Party (collectively, other than Licensed Compounds and Licensed Products and any materials transferred pursuant to Section 3.4 (Manufacturing Technology and Material Transfer), “Materials”) for use by the other Party for the conduct of R&D Plan Activities or Additional R&D Program Optimization Activities or Novo Studies in furtherance of an R&D Program). Except as otherwise expressly set forth under this Agreement, (a) all such Materials delivered to the other Party will remain the sole property of the supplying Party, (b) will be used only (i) by Septerna, in the performance of R&D Plan Activities or Additional R&D Program Optimization Activities activities conducted in accordance with the R&D CD123 Development Plan or other activities agreed by the Parties in writing and (ii) by Novo Nordisk, in furtherance applicable Research Plan or to confirm any results of its license rights set forth in Section 8.2 (Licenses to Novo Nordisk), including in the performance of R&D Plan Activities or Additional R&D Program Optimization Activities or Novo Studies, (c) except as provided in clause (b)a Program, will not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying Party (except for Permitted Subcontractors performing any R&D activities under the CD123 Development Plan Activities or Additional R&D Program Optimization Activities or as otherwise set forth in the applicable R&D a Research Plan), and (d) will be used in compliance with Applicable Law. No Party shall attempt to determine the chemical structure of any Materials provided by the other PartyLaw and Regulations (including GLP, cGMP, and cGCP, as applicable). Each Party will use the Materials supplied under this Agreement with prudence and appropriate caution in any experimental work as not all of their characteristics may be known. The supplying Party will provide the other Party the most current material safety data sheet for the Materials upon transfer of any Materials. Prior to the supply of any Materials by or on behalf of the supplying Party, the Parties will, upon the supplying Party’s request, enter into a material transfer agreement with respect to such supply in the form attached as Exhibit A. Except as expressly set forth in this Agreement, THE 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. 3. To the extent consistent with the Parties’ existing standard operating procedures with respect to similar materials, prior to the initial transfer of any Materials hereunder, the Parties will agree on an appropriate recording system pursuant to which Materials will be provided under the terms of this Agreement. Unless otherwise agreed by the Parties, any such recording system will require each Party providing Materials to the other Party pursuant to this Agreement to document in a material transfer record Section 16.1(d) (vGilead Agent Improvement IP) the type and name of the Materials transferred, (w) the amount of the Materials transferred, (x) the date of the transfer of such Materials, (y) the proposed use of such Materials by the Party receiving such Material Collaboration Agreement is hereby deleted and (z) any specific restrictions on the use and or subsequent transfer of such Materials imposed by any written agreement with any Third Party.replaced in its entirety as follows: