Common use of MTAs Clause in Contracts

MTAs. In the event there are either no or one (1) Active Selected Target(s) in the Research Program (e.g., an Active Selected Target has dropped out of the Research Program or an IND-Enabling Pharmacology and Toxicology Study has been initiated for at least two (2) of the Active Selected Targets), Agensys may propose that Ambrx and Agensys enter into up to three (3) material transfer agreements for research purposes only (each, an “MTA”). The form of MTA to be used is attached hereto as Exhibit 2.1.4. For each MTA, Agensys will nominate in writing up to three (3) Antibodies to a single Target suitable for the creation of an Antibody containing an Ambrx non-natural amino acid and/or Antibody Drug Conjugates with Primary Activity against such Target. The Parties will mutually agree to a research plan associated with each MTA and, in connection with such MTA research plan, Ambrx will deliver (i) Antibodies containing the Ambrx non-natural amino acid and (ii) Ambrx linker and toxins in sufficient quantities for Agensys to evaluate Antibody(ies) containing an Ambrx non-natural amino acid and/or Antibody Drug Conjugates in standard in vitro and in vivo rodent efficacy models. The term of each MTA will be no longer than the Research Term, unless Ambrx agrees otherwise.