Common use of Technology Transfer Clause in Contracts

Technology Transfer. Promptly after the occurrence of any Triggering Event, Moderna will provide written notice thereof to AstraZeneca. After receipt of such notice, or after becoming aware of the occurrence of any Triggering Event, AstraZeneca will notify Moderna by written notice whether the rights and obligations under this Section 4.5 and Section 4.6 will apply to [***]; provided, that AstraZeneca may not elect to have the rights and obligations under this Section 4.5 and Section 4.6 apply to clause (b) under the following circumstances: (i) [***] and (iii) [***], in which case [***] will apply, unless and until another Triggering Event occurs (the Moderna mRNA API(s) that are the subject of the transfer [***], the “Transferred API(s)”). Within [***] days of a Triggering Event, Moderna will, and will cause its Affiliates and its manufacturers to, [***]. Without limiting the generality of the foregoing, with respect to each Transferred API [***] with respect to which AstraZeneca requests and is entitled to a technology transfer, Moderna and its Affiliates will, and Moderna will [***], at AstraZeneca’s expense: (a) make available to AstraZeneca [***] a copy of [***] (the “Manufacturing Know-How”); (b) cause appropriate employees and representatives of Moderna and its Affiliates and [***] to [***]; (c) take such steps as are [***]; (d) upon AstraZeneca’s request, [***]; (e) upon AstraZeneca’s request, [***]; and (f) provide such other assistance as AstraZeneca may reasonably request to enable AstraZeneca or its designee to Manufacture the Transferred APIs [***] in accordance with the applicable Specifications, including [***]. A&R SERVICES AND COLLABORATION AGREEMENT Except as set forth above, [***] in connection with such technology transfer, and AstraZeneca will be [***] in connection with such technology transfer. AstraZeneca and its Third Party manufacturer may only use the Manufacturing Know-How provided to AstraZeneca pursuant to this Section 4.5 in support of Manufacturing the Transferred API(s) for so long as it elects (subject to the last sentence of this paragraph) and solely in accordance with the Transaction Agreements, and will not use any such Manufacturing Know-How for any other reason or for any other product or product candidate (or intermediate or component thereof). [***] Following the completion of the technology transfer for the Transferred API(s), AstraZeneca will notify Moderna regarding whether, for how long and to what extent it would expect to continue to purchase the Transferred API(s) from Moderna if problems leading to the Triggering Event were rectified.

Technology Transfer. Promptly after 18.1 As security for W▇▇▇▇▇▇▇ to ensure continuity of Supply, (i) Napo agrees that, as of the Effective Date, W▇▇▇▇▇▇▇ or its designee is entitled to transition the Supply of the Product to itself or its designee provided that W▇▇▇▇▇▇▇ agrees not to undertake such transition until and unless a Insolvency Event occurs, and (ii) promptly following W▇▇▇▇▇▇▇’▇ request at any time following the Effective Date, Napo will provide documentation and materials sufficient to enable to W▇▇▇▇▇▇▇ or its nominee to fully Supply Products (including the then-current process for the Supply of the Products, as well as any improvements or enhancements to such processes) provided that W▇▇▇▇▇▇▇ agrees not to use such documentation and materials until and unless an Insolvency Event occurs. If an Insolvency Event has not occurred, W▇▇▇▇▇▇▇ will be responsible for all reasonable costs, direct and indirect, associated with this activity. 18.2 Upon the occurrence of a Insolvency Event and W▇▇▇▇▇▇▇’▇ exercise of its rights under any Triggering EventThird Party MSA or Replacement Third Party MSA, Moderna Napo will provide written notice thereof to AstraZeneca. After receipt of such notice, or after becoming aware transition the Supply of the occurrence of any Triggering EventProduct to W▇▇▇▇▇▇▇ or its nominee upon N▇▇▇’s instruction such transition to include, AstraZeneca will notify Moderna by written notice whether the rights and obligations under this Section 4.5 and Section 4.6 will apply to [***]; providedwithout limitation, that AstraZeneca may not elect to have the rights and obligations under this Section 4.5 and Section 4.6 apply to clause (b) under the following circumstances: (i) [***] and (iii) [***], in which case [***] will apply, unless and until another Triggering Event occurs (the Moderna mRNA API(s) that are the subject introduction of the transfer [***], the “Transferred API(s)”). Within [***] days of a Triggering Event, Moderna will, and will cause W▇▇▇▇▇▇▇ or its Affiliates and its manufacturers designee to, [***]. Without limiting the generality of the foregoing, with respect to each Transferred API [***] with respect to which AstraZeneca requests and is entitled to a technology transfer, Moderna and its Affiliates will, and Moderna will [***], at AstraZeneca’s expense: and/or (aii) make available to AstraZeneca [***] a copy of [***] (the “Manufacturing Know-How”); (b) cause appropriate employees and representatives of Moderna and its Affiliates and [***] to [***]; (c) take such steps as are [***]; (d) upon AstraZeneca’s request, [***]; (e) upon AstraZeneca’s request, [***]; and (f) provide such other assistance as AstraZeneca may reasonably request to enable AstraZeneca assisting W▇▇▇▇▇▇▇ or its designee to Manufacture enter into agreements with, any of Napo’s Third Party manufacturers, including, if so requested by W▇▇▇▇▇▇▇, by assigning or novating Napo’s or its Affiliate’s relevant contracts (in whole or in part as applicable) to W▇▇▇▇▇▇▇ or its designee. If an Insolvency Event has not occurred, W▇▇▇▇▇▇▇ will be responsible for all reasonable costs, direct and indirect, associated with this activity. 18.3 As soon as reasonably practicable following N▇▇▇’s receipt of W▇▇▇▇▇▇▇’▇ instruction under Section 18.1, but in any event no later than thirty (30) days after receipt of same, the Transferred APIs [***] Parties shall negotiate in good faith and agree a formal plan (“Technology Transfer Plan”) for the transition of Supply of the Product to W▇▇▇▇▇▇▇ or to any Affiliate of W▇▇▇▇▇▇▇ or third party contract manufacturer as W▇▇▇▇▇▇▇ may direct (“Technology Transfer Partner”). If an Insolvency Event has not occurred, W▇▇▇▇▇▇▇ will be responsible for all reasonable costs, direct and indirect, associated with this activity. 18.4 If an Insolvency event has occurred, Napo shall carry out the activities allocated to it in the Technology Transfer Plan in accordance with the applicable Specifications, including [***]any timelines set out therein. A&R SERVICES AND COLLABORATION AGREEMENT Except as set forth above, [***] in connection with such technology transfer, and AstraZeneca The methods that will be [***] in connection with such technology transfer. AstraZeneca used to affect the Technology Transfer Plan will include: 18.4.1 the provision of technical assistance to W▇▇▇▇▇▇▇ and/or the Technology Transfer Partner to ensure timely transfer of Supply of the Product; and 18.4.2 access to employees of Napo and its Third Party manufacturer may only use Affiliates (and/or their third-party contract manufacturer) who have knowledge of the Products and the Manufacturing Knowprocess at Napo’s (and/or its Affiliates’ and/or their third-How provided to AstraZeneca pursuant to this Section 4.5 in support of Manufacturing the Transferred API(s) for so long as it elects (subject to the last sentence of this paragraph) and solely in accordance with the Transaction Agreementsparty contract manufacturer’s premises and/or, and will not use any such Manufacturing Know-How for any other reason where reasonably required, at W▇▇▇▇▇▇▇’▇ or for any other product or product candidate (or intermediate or component thereof). [***] Following the completion of the technology transfer for the Transferred API(s), AstraZeneca will notify Moderna regarding whether, for how long and to what extent it would expect to continue to purchase the Transferred API(s) from Moderna if problems leading to the Triggering Event were rectifiedTechnology Transfer Partner’s premises.

Technology Transfer. Promptly after Upon (i) termination by either Party or during the occurrence notice period regarding termination of this Agreement or a Project, (ii) at any Triggering Eventtime at ELAN’s sole discretion during the pendency of this Agreement or a Project or (iii) on approaching expiry of this Agreement, Moderna will provide written notice thereof to AstraZeneca. After receipt of such notice, or after becoming aware of the occurrence of any Triggering Event, AstraZeneca will notify Moderna ELAN may by written notice whether to BI Pharma seek assistance from BI Pharma with respect to the rights and obligations under this Section 4.5 and Section 4.6 will apply transfer to [***]; provided, that AstraZeneca may not elect to have another manufacturer (“CMO”) of the rights and obligations under this Section 4.5 and Section 4.6 apply to clause (b) under the following circumstances: (i) [***] and any associated Technology solely for the purpose of manufacturing Product (iii) [***]“Technology Transfer”). Following BI Pharma’s receipt of such notice, the Parties will establish, in which case good faith, a schedule and plan to enable a knowledgeable manufacturer to continue manufacture of Product consistent with then current industry standards for effecting such transfer and BI Pharma will thereafter co-operate with ELAN in implementing such plan. However, it is understood by ELAN that BI Pharma cannot guarantee that such Technology Transfer will lead to the successful implementation of the process at ELAN or its named CMO. 11.5.3.1 As part of the Technology Transfer, BI Pharma will (i) transfer to the manufacturer or ELAN, as ELAN directs, all Technology, know-how and information necessary for performing the Process by a party skilled in the art of biotechnology processing (ii) make available for collection, subject to any regulatory obligations, all [***] will applygenerated pursuant to the this Agreement and the Projects up to the date of termination or expiry, unless i.e. batch records, development reports and until another Triggering Event occurs production process documentation, and (the Moderna mRNA API(siii) that are the subject transfer, or if transfer cannot reasonably be performed, make available, to ELAN and its Affiliates and licensees and any applicable regulatory agencies, all other documentation reasonably necessary for clinical testing and commercialization of the transfer [***], Product. 11.5.3.2 The obligations on BI Pharma in respect of the “Transferred API(s)”). Within Technology Transfer shall be exercisable by ELAN within a period beginning [***] days prior to the date of a Triggering Event, Moderna will, termination or expiry (whichever is the earlier) and will cause its Affiliates and its manufacturers to, [***]. Without limiting the generality of the foregoing, with respect to each Transferred API ending [***] with respect after the date of termination or expiry (whichever is the earlier). 11.5.3.3 The foregoing Technology Transfer shall be limited capacitywise to which AstraZeneca requests and is entitled to a technology transfer, Moderna and its Affiliates will, and Moderna will [***], at AstraZeneca’s expense: (a) make available to AstraZeneca [***] full time equivalents (FTE) for [***] working days, which may be used in the period set forth above. Thereafter, ELAN shall pay [***] and all other costs shall be charged as agreed. 11.5.3.4 ELAN shall enter into a copy written sublicense and confidentiality agreement with the CMO containing terms [***] and shall be responsible for any for any breach of the provisions of this Agreement by the CMO. 11.5.3.5 ELAN shall pay to BI Pharma a fee for the Technology Transfer in an amount of [***] Euro (the “Manufacturing Know-How”); (bEuro [***]) cause appropriate employees and representatives if a total of Moderna and its Affiliates and less than [***] to [***]; runs of clinical supply (c“Clinical Campaign”) take such steps as are [***]; (d) upon AstraZeneca’s requesthas taken place, [***]; (e) upon AstraZeneca’s request, [***]; and (f) provide such other assistance as AstraZeneca may reasonably request to enable AstraZeneca or its designee to Manufacture the Transferred APIs [***] in accordance with the applicable Specifications, including [***]. A&R SERVICES AND COLLABORATION AGREEMENT Except as set forth above, [***] in connection with such technology transfer, and AstraZeneca will which fee shall be [***] in connection with such technology transfer. AstraZeneca that has taken place and its Third Party manufacturer may only use the Manufacturing Know-How provided to AstraZeneca pursuant to this Section 4.5 in support of Manufacturing the Transferred API(s) been paid for so long as it elects (subject to the last sentence of this paragraph) and solely in accordance with the Transaction Agreements, and will not use any such Manufacturing Know-How for any other reason or for any other product or product candidate (or intermediate or component thereof). [***] Following the completion of the technology transfer by ELAN for the Transferred API(s), AstraZeneca will notify Moderna regarding whether, for how long and to what extent it would expect to continue to purchase the Transferred API(s) from Moderna if problems leading to the Triggering Event were rectifiedspecific Project.

Technology Transfer. Promptly after 15.1 In the occurrence event that (i) OSI determines that the Manufacturer is unable to reasonably meet its obligations to supply Product or Starting Materials, as the case may by, under this Agreement and such failure leads to a breach of any Triggering EventOSI’s obligations under the OSI/GNE Agreement and (ii) an Assumption Notice (as defined in Section 16.6 thereof) is delivered to the Manufacturer, Moderna will provide written notice thereof Genentech, as a third-party beneficiary of this Agreement, shall have the right to AstraZeneca. After receipt of such notice, procure some or after becoming aware all of the occurrence Product or Starting Materials that were to be manufactured by the Manufacturer pursuant to this Agreement from a third party manufacturer. In order to facilitate such transfer of any Triggering Event, AstraZeneca will notify Moderna by written notice whether the rights and obligations under this Section 4.5 and Section 4.6 will apply to [***]; provided, that AstraZeneca may not elect to have Genentech the rights and obligations under this Section 4.5 and Section 4.6 apply to clause (b) under the following circumstances: (i) [***] and (iii) [***], in which case [***] will apply, unless and until another Triggering Event occurs (the Moderna mRNA API(s) that are the subject of the transfer [***], the “Transferred API(s)”). Within [***] days of a Triggering Event, Moderna will, and will cause its Affiliates and its manufacturers to, [***]. Without limiting the generality of the foregoing, with respect to each Transferred API [***] with respect to which AstraZeneca requests and is entitled to a technology transfer, Moderna and its Affiliates will, and Moderna will [***], at AstraZeneca’s expenseManufacturer agrees as follows: (a) the Manufacturer shall, within a reasonable time period, but in no event less than thirty (30) days following written request from Genentech (i) physically transfer such technology, including without limitation any and all Manufacturing Documentation (as hereinafter defined), to Genentech or its designee; (ii) disclose to Genentech and its designee(s) the Manufacturing Process; (iii) provide a license to OSI (with the right to sublicense to Genentech) for any Proprietary Information that is required to make available and have made the Product or Starting Materials, as the case may be; and (iv) provide all cooperation and assistance reasonably requested by Genentech to AstraZeneca [***] an extent that will enable Genentech (or its designee(s)) to assume with as little disruption as reasonably possible, the continued manufacture of the Product or Starting Materials, as the case may be. All information transferred pursuant to this Section 15.1(a) shall be deemed to be confidential and shall be treated as if it was “Proprietary Information” in accordance with Section 8; provided that Genentech shall have the right to transfer such information to third party manufacturers solely in connection with the manufacture of the Product or the Starting Materials, as the case may be. (b) For the purposes of this Agreement, Manufacturing Documentation shall mean all documents and records describing or otherwise related to the Manufacturing Process or any part of the Manufacturing Process, including, without limitation, documents and records consisting of or containing piping and instrumentation diagrams, software logic and descriptions, batch records, standard operating procedures, including, without limitation, standard operating procedures for in-process quality control testing, facility layout schematics, equipment and instrumentation specifications and process trend and variability data as necessary to allow proper equipment validation and transfer of Product or Starting Materials, as the case may be, manufacture to Genentech or its designee(s). 15.2 In the event that, despite Manufacturer having reasonably met all of its obligations under this Agreement, an Assumption Notice (as defined in Section 16.6) is delivered to the Manufacturer, Manufacturer shall comply with the provisions set forth in Section 15.1(a), at OSI’s expense, but only with respect to those items and information necessary for the proper equipment validation and transferring of manufacture of Product or Starting Materials, as the case may be, to Genentech or its designee. For avoidance of doubt, this Agreement shall remain in full force and effect and the Term and termination of this Agreement shall remain subject to Section 12 of this Agreement, notwithstanding the delivery of such Assumption Notice to Manufacturer pursuant to this Section 16.6. 15.3 If this Agreement is terminated by OSI as a copy result of [***] Manufacturer’s breach of its obligations under the Agreement, then Manufacturer shall, within a reasonable time period, but in no event less than thirty (30) days following written request from OSI (i) physically transfer such technology, including without limitation any and all Manufacturing Documentation (as defined in Section 15.1(b)), to OSI or its designee; (ii) disclose to OSI and its designee(s) the Manufacturer’s production process for the manufacture of Product or the Starting Materials, as the case may be (the “Manufacturing Know-HowProcess”); ; (b) cause appropriate employees and representatives of Moderna and its Affiliates and [***] to [***]; (c) take such steps as are [***]; (d) upon AstraZeneca’s request, [***]; (e) upon AstraZeneca’s request, [***]; and (fiii) provide such other a license to OSI (with the right to sublicense to Genentech) for any Proprietary Information that is required to make and have made the Product or Starting Materials, as the case may be; and (iv) provide all cooperation and assistance as AstraZeneca may reasonably request requested by OSI to an extent that will enable AstraZeneca OSI (or its designee designee(s)) to Manufacture assume with as little disruption as reasonably possible, the Transferred APIs [***] in accordance with continued manufacture of the applicable SpecificationsProduct or the Starting Materials, including [***]as the case may be, pursuant to the conditions reasonably agreed to by the Parties. A&R SERVICES AND COLLABORATION AGREEMENT Except as set forth above, [***] in connection with such technology transfer, and AstraZeneca will be [***] in connection with such technology transfer. AstraZeneca and its Third Party manufacturer may only use the Manufacturing Know-How provided to AstraZeneca All information transferred pursuant to this Section 4.5 in support of Manufacturing the Transferred API(s) for so long 15.3 shall be deemed to be confidential and shall be treated as if it elects (subject to the last sentence of this paragraph) and solely was “Proprietary Information” in accordance with Section 8; provided that OSI or Genentech, as the Transaction Agreementscase may be, and will not use any shall have the right to transfer such Manufacturing Know-How for any other reason or for any other product or product candidate (or intermediate or component thereof). [***] Following information to third party manufacturers solely in connection with the completion manufacture of the technology transfer for Product or Starting Materials, as the Transferred API(s), AstraZeneca will notify Moderna regarding whether, for how long and to what extent it would expect to continue to purchase the Transferred API(s) from Moderna if problems leading to the Triggering Event were rectifiedcase may be.

Technology Transfer. Promptly after 2.6.1 Subject to Article 7, which covers the occurrence of any Triggering EventCMC/manufacturing process transfer, Moderna will provide written notice thereof to AstraZeneca. After receipt of such notice, or after becoming aware of the occurrence of any Triggering Event, AstraZeneca will notify Moderna by written notice whether the rights and obligations under this Section 4.5 and Section 4.6 will apply to within [[***]; provided] days of the Effective Date, that AstraZeneca may not elect to have the rights Atara shall, and obligations under this Section 4.5 and Section 4.6 apply to clause (b) under the following circumstances: (i) shall cause its Affiliates to, [***] and (iii) [***]] deliver to Bayer and / or its designated Affiliate or Sublicensee, in which case [***] will applya mutually agreeable form, unless and until another Triggering Event occurs (the Moderna mRNA API(s) that are the subject copies of all written, graphic or electronic embodiments of the transfer Licensed Technology and related Complete Invention Disclosures as well as all cell therapeutics and other materials pertaining to [[***], ] for Exploiting Licensed Cell Therapeutics and Licensed Products (hereinafter the “Transferred API(s)Materials”). Within , [***] days of a Triggering Event, Moderna will, and will cause its Affiliates and its manufacturers to, [***]. Without limiting ]. 2.6.2 Thereafter, on a continuing basis during the generality term of the foregoingthis Agreement, with respect to each Transferred API Atara shall, [***] with respect to which AstraZeneca requests and is entitled to a technology transfer, Moderna and its Affiliates will, and Moderna will [***], at AstraZeneca’s expense: (a) make available to AstraZeneca [***] a copy of [***] (the “Manufacturing Know-How”); (b) and shall cause appropriate employees and representatives of Moderna and its Affiliates to, as soon as reasonably practicable disclose and deliver to Bayer and / or its designated Affiliate or Sublicensee, as soon as reasonably practicable, in a mutually agreeable form, copies of all written, graphic or electronic embodiments of all additional Licensed Technology and / or Complete Invention Disclosures and of all Material which comes into existence from time to time, [***] to [***];]. (c) take such steps as are 2.6.3 Without prejudice to the generality of Sections 2.6.1 and 2.6.2, until [[***]; (d) upon AstraZeneca’s request] Atara shall, [[***]; (e) upon AstraZeneca] at the Atara FTE Rate for each additional FTE hour, provide Bayer or its designated Affiliate or Sublicensee with reasonable technical assistance relating to the use of the Licensed Technology for the purposes of transferring the Licensed Technology from Atara to the applicable Bayer Party, for the purposes of the applicable Bayer Party’s requestacquisition of expertise on the practical application of the Licensed Technology or for the provision of assistance to the applicable Bayer Party on issues arising from time to time during any Exploitation of the Licensed Technology, e.g. with respect to [[***]; and (f) provide such other assistance as AstraZeneca may reasonably request ]. If visits of Atara’s representatives to enable AstraZeneca or its designee to Manufacture the Transferred APIs [***] in accordance with facilities of the applicable SpecificationsBayer Party are requested, including [***]. A&R SERVICES AND COLLABORATION AGREEMENT Except as set forth aboveAtara shall send appropriate representatives to such facilities, [***] provided that Bayer shall reimburse Atara for its reasonable and verifiable out-of-pocket expenses of travel and accommodation for such representatives that have been pre-approved by Bayer in connection with such technology transfer, and AstraZeneca will be [***] in connection with such technology transfer. AstraZeneca and its Third Party manufacturer may only use the Manufacturing Know-How provided to AstraZeneca pursuant to this Section 4.5 in support of Manufacturing the Transferred API(s) for so long as it elects (subject to the last sentence of this paragraph) and solely in accordance with the Transaction Agreements, and will not use any such Manufacturing Know-How for any other reason or for any other product or product candidate (or intermediate or component thereof). [***] Following the completion of the technology transfer for the Transferred API(s), AstraZeneca will notify Moderna regarding whether, for how long and to what extent it would expect to continue to purchase the Transferred API(s) from Moderna if problems leading to the Triggering Event were rectifiedwriting.

Technology Transfer. Promptly Wyeth and Progenics shall, within [*] after [*], establish procedures and a timeline for the occurrence transfer to Progenics and/or its Commercial Partner(s) of any Triggering Eventall [*], Moderna will provide written notice thereof including all [*], relating to AstraZeneca. After receipt of such noticethe Development, or after becoming aware manufacture and/or Commercialization of the occurrence Products or the Compound ( including [*] created in the course of the Collaboration) in Wyeth’s Control, which procedures and timeline shall be documented in the Termination Transition Plan. To the extent not previously provided to Progenics, Wyeth shall, at no cost to Progenics, transfer to Progenics and/or its Commercial Partner(s) [*] ([*], as applicable) of all such [*] (including [*]) (collectively, “Transition Materials”) in accordance with the agreed-upon timeline set forth in the Termination Transition Plan. With each transfer of [*] Transition Materials set forth in the Termination Transition Plan, Wyeth shall confirm [*], and within [*] of receiving such confirmation, Progenics shall notify Wyeth in writing [*]. Wyeth shall not be obligated to respond to any Triggering Eventrequest by Progenics for [*] Transition Materials unless such request is received by Wyeth in writing within such [*] period; provided that Progenics [*]. Additionally, AstraZeneca will notify Moderna by written notice whether Wyeth shall, at no cost to Progenics, provide technology transfer assistance to the rights extent reasonably necessary to enable Progenics and/or its Commercial Partner(s) to understand and obligations under utilize the (a) Transition Materials transferred to Progenics and/or its Commercial Partner(s) pursuant to this Section 4.5 5.1 and (b) Wyeth Collaboration Know-How licensed to Progenics pursuant to Section 4.6 will apply to 6.4 of this Termination Agreement, as may be reasonably requested by Progenics by providing [*] to participate in no more than (x) [*] per [*] that shall not be longer than [*] in duration and shall take place at a location in the Area selected by [*], and (y) [*] every [*] that shall not be longer than [*] in duration and shall take place at [*]; provided, however, that AstraZeneca may not elect to have the rights and obligations under this Section 4.5 and Section 4.6 apply to clause (b) under the following circumstances: (i) such [*] shall occur during normal business hours and in such a way as to not be disruptive to [*], (ii) [*] and shall provide [*] with an agenda for each such meeting at least [*] in advance of such meeting indicating [*], (iii) [*] may, in its sole discretion, elect to [*] and (iv) Wyeth’s obligation to provide such assistance and consultation shall end on [*]; provided, however, that if Wyeth provides additional Transition Materials after such date, then, prior to [*], in which case Wyeth will make its personnel (to the extent such personnel are knowledgeable about such additional Transition Materials and remain employed by Wyeth) available [***] will apply, unless and until another Triggering Event occurs (the Moderna mRNA API(s) that are the subject of the transfer [***], the “Transferred API(s)”). Within [***] days of a Triggering Event, Moderna will, and will cause its Affiliates and its manufacturers to, [***]. Without limiting At Progenics’ request after such transfer, Wyeth shall destroy all copies of any such Transition Materials that relate exclusively to the generality of the foregoingProducts; provided, with respect to each Transferred API however, that Wyeth may retain [***] with respect to which AstraZeneca requests and is entitled to a technology transfer, Moderna and its Affiliates will, and Moderna will [***], at AstraZeneca’s expense: (a) make available to AstraZeneca [***] a copy of [***] (the “Manufacturing Know-How”); (b) cause appropriate employees and representatives of Moderna and its Affiliates and [***] to [***]; (c) take such steps as are [***]; (d) upon AstraZeneca’s request, [***]; (e) upon AstraZeneca’s request, [***]; and (f) provide such other assistance as AstraZeneca may reasonably request to enable AstraZeneca or its designee to Manufacture the Transferred APIs [***] any Transition Materials in accordance with the applicable Specifications, including [***]. A&R SERVICES AND COLLABORATION AGREEMENT Except as set forth above, [***] in connection with such technology transfer, and AstraZeneca will be [***] in connection with such technology transfer. AstraZeneca and its Third Party manufacturer may only use the Manufacturing Know-How provided to AstraZeneca pursuant to this Section 4.5 in support of Manufacturing the Transferred API(s) for so long as it elects (subject to the last sentence of this paragraph) and solely in accordance with the Transaction Agreements, and will not use any such Manufacturing Know-How for any other reason or for any other product or product candidate (or intermediate or component thereof). [***] Following the completion of the technology transfer for the Transferred API(s), AstraZeneca will notify Moderna regarding whether, for how long and to what extent it would expect to continue to purchase the Transferred API(s) from Moderna if problems leading to the Triggering Event were rectified.12221462_5.DOC

Technology Transfer. Promptly after As soon as practicable after, and in any event on or before [***] from, the occurrence Effective Date, (a) ABX and IMMUNOGEN will agree upon a schedule to permit two (2) representatives designated by ABX to visit IMMUNOGEN’s facilities for a period of any Triggering Event, Moderna will provide written notice thereof to AstraZeneca. After receipt of such notice, or after becoming aware of the occurrence of any Triggering Event, AstraZeneca will notify Moderna by written notice whether the rights and obligations under this Section 4.5 and Section 4.6 will apply no more than [***] to [***] to an [***] and to [***] the [***] and [***] used [***]; provided, that AstraZeneca may not elect to have the rights and obligations under this Section 4.5 and Section 4.6 apply to clause (b) under the following circumstances: (i) [***] and (iii) [***], in which case [***] will apply, unless and until another Triggering Event occurs (the Moderna mRNA API(s) that are the subject of the transfer [***], the “Transferred API(s)”). Within [***] days of a Triggering Event, Moderna will, and will cause its Affiliates and its manufacturers to, [***]. Without limiting the generality of the foregoing, with respect to each Transferred API shall [***] with respect to which AstraZeneca requests and is entitled to a technology transfer, Moderna and its Affiliates will, and Moderna will [***], at AstraZeneca’s expense: (a) make available to AstraZeneca [***] a copy of [***] (the “Manufacturing Know-How”); (b) cause appropriate employees and representatives of Moderna and its Affiliates and such [***] to [***]; (c) take . During such steps visit, IMMUNOGEN shall deliver to ABX all IMMUNOGEN Background Technology existing as are of the Effective Date. [***]; (d) upon AstraZeneca’s request, [***]; (e) upon AstraZeneca’s request, [***]; and (f) provide such other assistance as AstraZeneca may reasonably request to enable AstraZeneca or its designee to Manufacture the Transferred APIs [***] in accordance with the applicable Specifications, including shall [***] to [***] and [***]. A&R SERVICES AND COLLABORATION AGREEMENT Except As soon as set forth abovepracticable thereafter, but in any event on or before [***] in connection with such technology transfer, and AstraZeneca will be from [***] of [***], the Parties shall, in connection with such technology transfer. AstraZeneca and its Third Party manufacturer may only use the Manufacturing Know-How provided order to AstraZeneca pursuant to this Section 4.5 in support of Manufacturing the Transferred API(s) for so long as it elects (subject to the last sentence of this paragraph) and solely in accordance with the Transaction Agreements, and will not use any such Manufacturing Know-How for any other reason or for any other product or product candidate (or intermediate or component thereof). [***] Following attached hereto and [***], and the completion [***] between the [***], if any. The initial technology transfer under this Section 2.6 shall be complete for purposes of Section 4.1 at such time as [***]. Promptly, but not less than quarterly thereafter, IMMUNOGEN shall deliver to ABX all IMMUNOGEN Background Technology not previously delivered to ABX. From time to time during the Research Term, IMMUNOGEN shall provide ABX with such technical assistance as reasonably requested by ABX regarding the use of the technology transfer IMMUNOGEN Background Technology. Such technical assistance and expertise shall include, but not be limited to, visits by IMMUNOGEN personnel to ABX and visits by ABX personnel to IMMUNOGEN, at ABX’s expense, at such times and for the Transferred API(s), AstraZeneca will notify Moderna regarding whether, for how long and to what extent it would expect to continue to purchase the Transferred API(s) from Moderna if problems leading such periods of time as may be reasonably acceptable to the Triggering Event were rectifiedParties. Additionally, at the reasonable request of ABX, IMMUNOGEN shall transfer all applicable IMMUNOGEN Background Technology, and provide such technical assistance, to such Third Party collaborator, sublicensee or contract manufacturer as ABX designates.

Technology Transfer. Promptly after the occurrence of any Triggering Event, Moderna will provide written notice thereof to AstraZeneca. After receipt of such notice, or after becoming aware of the occurrence of any Triggering Event, AstraZeneca will notify Moderna by written notice whether the rights and obligations under this Section 4.5 and Section 4.6 will apply to [***]; provided, that AstraZeneca may not elect to have the rights and obligations under this Section 4.5 and Section 4.6 apply to clause (b) under the following circumstances: (i) [***] and (iii) [***], in which case [***] will apply, unless and until another Triggering Event occurs (the Moderna mRNA API(s) that are the subject of the transfer [***], the “Transferred API(s)”). Within [***] days of a Triggering Event, Moderna will, and will cause its Affiliates and its manufacturers to, [***]. Without limiting the generality of the foregoing, with respect to each Transferred API [***] with respect to which AstraZeneca requests and is entitled to a technology transfer, Moderna and its Affiliates will, and Moderna will [***], at AstraZeneca’s expense: (a) make available to AstraZeneca [***] a copy of [***] (the “Manufacturing Know-How”); (b) cause appropriate employees and representatives of Moderna and its Affiliates and [***] to [***]; (c) take such steps as are [***]; (d) upon AstraZeneca’s request, [***]; (e) upon AstraZeneca’s request, [***]; and (f) provide such other assistance as AstraZeneca may reasonably request to enable AstraZeneca or its designee to Manufacture the Transferred APIs [***] in accordance with the applicable Specifications, including [***]. A&R SERVICES AND COLLABORATION AGREEMENT Except as set forth above, [***] in connection with such technology transfer, and AstraZeneca will be [***] in connection with such technology transfer. AstraZeneca and its Third Party manufacturer may only use the Manufacturing Know-How provided to AstraZeneca pursuant to this Section 4.5 in support of Manufacturing the Transferred API(s) for so long as it elects (subject to the last sentence of this paragraph) and solely in accordance with the Transaction Agreements, and will not use any such Manufacturing Know-How for any other reason or for any other product or product candidate (or intermediate or component thereof). [***] Following the completion of the technology transfer for the Transferred API(s), AstraZeneca will notify Moderna regarding whether, for how long and to what extent it would expect to continue to purchase the Transferred API(s) from Moderna if problems leading to the Triggering Event were rectified.

Technology Transfer. Promptly after Upon (i) termination by either Party or during the occurrence notice period regarding termination of this Agreement or a Project, (ii) at any Triggering Eventtime at ELAN’s sole discretion during the pendency of this Agreement or a Project or (iii) on approaching expiry of this Agreement, Moderna will provide written notice thereof to AstraZeneca. After receipt of such notice, or after becoming aware of the occurrence of any Triggering Event, AstraZeneca will notify Moderna ELAN may by written notice whether to BI Pharma seek assistance from BI Pharma with respect to the rights and obligations under this Section 4.5 and Section 4.6 will apply transfer to [***]; provided, that AstraZeneca may not elect to have another manufacturer (“CMO”) of the rights and obligations under this Section 4.5 and Section 4.6 apply to clause (b) under the following circumstances: (i) [***] and any associated Technology solely for the purpose of manufacturing Product (iii) [***]“Technology Transfer”). Following BI Pharma’s receipt of such notice, the Parties will establish, in which case good faith, a schedule and plan to enable a knowledgeable manufacturer to continue manufacture of Product consistent with then current industry standards for effecting such transfer and BI Pharma will thereafter co-operate with ELAN in implementing such plan. However, it is understood by ELAN that BI Pharma cannot guarantee that such Technology Transfer will lead to the successful implementation of the process at ELAN or its named CMO. 11.5.3.1 As part of the Technology Transfer, BI Pharma will (i) transfer to the manufacturer or ELAN, as ELAN directs, all Technology, know-how and information necessary for performing the Process by a party skilled in the art of biotechnology processing (ii) make available for collection, subject to any regulatory obligations, all [***] will applygenerated pursuant to the this Agreement and the Projects up to the date of termination or expiry, unless i.e. batch records, development reports and until another Triggering Event occurs production process documentation, and (the Moderna mRNA API(siii) that are the subject transfer, or if transfer cannot reasonably be performed, make available, to ELAN and its Affiliates and licensees and any applicable regulatory agencies, all other documentation reasonably necessary for clinical testing and commercialization of the transfer [***], Product. 11.5.3.2 The obligations on BI Pharma in respect of the “Transferred API(s)”). Within Technology Transfer shall be exercisable by ELAN within a period beginning [***] days prior to the date of a Triggering Event, Moderna will, termination or expiry (whichever is the earlier) and will cause its Affiliates and its manufacturers to, [***]. Without limiting the generality of the foregoing, with respect to each Transferred API ending [***] with respect after the date of termination or expiry (whichever is the earlier). 11.5.3.3 The foregoing Technology Transfer shall be limited capacitywise to which AstraZeneca requests and is entitled to a technology transfer, Moderna and its Affiliates will, and Moderna will [***], at AstraZeneca’s expense: (a) make available to AstraZeneca [***] full time equivalents (FTE) for [***] working days, which may be used in the period set forth above. Thereafter, ELAN shall pay [***] and all other costs shall be charged as agreed. 11.5.3.4 ELAN shall enter into a copy written sublicense and confidentiality agreement with the CMO containing terms [***] and shall be responsible for any for any breach of the provisions of this Agreement by the CMO. [***] 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 the omitted portions. 11.5.3.5 ELAN shall pay to BI Pharma a fee for the Technology Transfer in an amount of [***] Euro (the “Manufacturing Know-How”); (bEuro [***]) cause appropriate employees and representatives if a total of Moderna and its Affiliates and less than [***] to [***]; runs of clinical supply (c“Clinical Campaign”) take such steps as are [***]; (d) upon AstraZeneca’s requesthas taken place, [***]; (e) upon AstraZeneca’s request, [***]; and (f) provide such other assistance as AstraZeneca may reasonably request to enable AstraZeneca or its designee to Manufacture the Transferred APIs [***] in accordance with the applicable Specifications, including [***]. A&R SERVICES AND COLLABORATION AGREEMENT Except as set forth above, [***] in connection with such technology transfer, and AstraZeneca will which fee shall be [***] in connection with such technology transfer. AstraZeneca that has taken place and its Third Party manufacturer may only use the Manufacturing Know-How provided to AstraZeneca pursuant to this Section 4.5 in support of Manufacturing the Transferred API(s) been paid for so long as it elects (subject to the last sentence of this paragraph) and solely in accordance with the Transaction Agreements, and will not use any such Manufacturing Know-How for any other reason or for any other product or product candidate (or intermediate or component thereof). [***] Following the completion of the technology transfer by ELAN for the Transferred API(s), AstraZeneca will notify Moderna regarding whether, for how long and to what extent it would expect to continue to purchase the Transferred API(s) from Moderna if problems leading to the Triggering Event were rectifiedspecific Project.