Labeling and Packaging; Use, Handling and Storage Clause Samples

Labeling and Packaging; Use, Handling and Storage. 9.4.1 The Parties’ obligations with respect to the labeling and packaging of the Compounds are as set forth in the Quality Agreement. Notwithstanding the foregoing or anything to the contrary contained herein, Pfizer shall provide the Pfizer Compound to Ideaya in the U.S. commercial presentation or as agreed to by the Joint Development Committee, and Ideaya shall be responsible for labeling, packaging and leafleting such Pfizer Compound, at Ideaya’s sole expense, in accordance with the terms and conditions of the Quality Agreement and otherwise in accordance with all Applicable Law, including cGMP, GCP, and health, safety and environmental protections. 9.4.2 Ideaya shall (i) use the Pfizer Compound solely for purposes of performing the Study; (ii) not use the Pfizer Compound in any manner inconsistent with this Agreement or for any commercial purpose; and (iii) use, store, transport, handle and dispose of the Pfizer Compound in compliance with Applicable Law and the Quality Agreement. Ideaya shall not reverse engineer, reverse compile, disassemble or otherwise attempt to derive the composition or underlying information, structure or ideas of the Pfizer Compound, and in particular shall not analyze the Pfizer Compound by physical, chemical or biochemical means except as necessary to perform its obligations under the Quality Agreement.

Labeling and Packaging; Use, Handling and Storage. 8.4.1 The Parties’ obligations with respect to the labeling and packaging of the Compounds are as set forth in the Clinical Quality Agreements. Notwithstanding the foregoing or anything to the contrary contained herein, Merck shall provide Merck Compound to Vaccinex in the form of released unlabeled vials, and Vaccinex shall be responsible for labeling, packaging and leafleting such Merck Compound in accordance with the terms and conditions of the Clinical Quality Agreements and otherwise in accordance with all Applicable Law, including cGMP, GCP, and health, safety and environmental protections. Labeling, packaging, and leafleting of Merck Compound and Vaccinex Compound shall be considered Study Costs and shall be handled in accordance with Section 7.1. 8.4.2 Vaccinex shall (i) use Merck Compound solely for purposes of performing the Study; (ii) not use Merck Compound in any manner inconsistent with this Agreement or for any commercial purpose other than conduct of the Study; and (iii) use, store, transport, handle and dispose of Merck Compound in compliance with Applicable Law and the Clinical Quality Agreements. Vaccinex shall not reverse engineer, reverse compile, disassemble or otherwise attempt to derive the composition or underlying information, structure or ideas of Merck Compound, and in particular shall not analyze Merck Compound by physical, chemical or biochemical means except as necessary to perform its obligations under the Clinical Quality Agreements.

Labeling and Packaging; Use, Handling and Storage. 8.4.1 The Parties’ obligations with respect to the labeling and packaging of the Compounds are as set forth in the Clinical Quality Agreement. Notwithstanding the foregoing or anything to the contrary contained herein, Merck shall provide unlabeled Merck Compound to Syndax in accordance with all Applicable Law, including cGMP, GCP, and health, safety and environmental protections. 8.4.2 Syndax shall (i) use the Merck Compound solely for purposes of performing the Study; (ii) not use the Merck Compound in any manner inconsistent with this Agreement or for any purpose other than conduct of the Study; and (iii) label, use, store, transport, handle and dispose of the Merck Compound in compliance with Applicable Law and the Clinical Quality Agreement. Syndax shall not reverse engineer, reverse compile, disassemble or otherwise attempt to derive the composition or underlying information, structure or ideas of the Merck Compound, and in particular shall not analyze the Merck Compound by physical, chemical or biochemical means except as necessary to perform its obligations under the Clinical Quality Agreement and/or any testing described in Section 8.7.

Labeling and Packaging; Use, Handling and Storage. 8.6.1. The Parties’ obligations with respect to the labeling and packaging of the MSD Compound are as set forth in the Clinical Quality Agreement. MSD shall provide the MSD Compound to Collaborator in the form of [***]. 8.6.2. Collaborator shall: (i) use the MSD Compound solely for purposes of performing the MSD Compound Study; and (ii) not use the MSD Compound in any manner that is inconsistent with this Agreement or for any commercial purpose. Collaborator shall not reverse engineer, reverse compile, disassemble or otherwise attempt to derive the composition or underlying information, structure or ideas of the MSD Compound, and in particular shall not analyze the MSD Compound by physical, chemical or biochemical means except as necessary to perform its obligations under the Clinical Quality Agreement.

Labeling and Packaging; Use, Handling and Storage. 8.5.1. The Parties’ obligations with respect to the labeling and packaging of the Compounds shall be as set forth in the Clinical Quality Agreement. Notwithstanding the foregoing or anything to the contrary contained herein, Company shall provide the Company Compound to Merck in the form of unlabeled bottles, and Merck shall be responsible for labeling, secondary packaging and leafleting such Company Compound in accordance with the terms and conditions of the Clinical Quality Agreement and otherwise in accordance with all Applicable Law, including cGMP, GCP, and health, safety and environmental protections (and promptly following Company’s request, Merck shall provide Company with representative samples of such labeling (i.e. clinical label proof), packaging (i.e. component specifications), and leafleting (if applicable) for Company’s review). 8.5.2. Merck shall: (i) use the Company Compound solely for purposes of performing the Study in accordance with the terms hereof; (ii) not use the Company Compound in any manner that is inconsistent with this Agreement or for any commercial purpose; and (iii) label, use, store, transport, handle and dispose of the Company Compound in compliance with Applicable Law and the Clinical Quality Agreement, as well as all instructions of Company with respect thereto. Notwithstanding anything to the contrary herein, Merck shall not reverse engineer, reverse compile, disassemble or otherwise attempt to derive the composition or underlying information, structure or ideas of the Company Compound, and in particular shall not analyze the Company Compound by physical, chemical or biochemical means except to the extent expressly described in and necessary to perform its obligations under the Clinical Quality Agreement.

Labeling and Packaging; Use, Handling and Storage. 8.6.1. The Parties’ obligations with respect to the labeling and packaging of the MSD Compound are as set forth in the Clinical Quality Agreement. MSD shall provide the MSD Compound to Collaborator in the form of [***], and Collaborator shall label, package, use, store, transport, handle and dispose of the MSD Compound in accordance with MSD’s written instructions and the terms and conditions of the Clinical Quality Agreement and Applicable Law. 8.6.2. Collaborator shall: (i) use the MSD Compound solely for purposes of performing the MSD Compound Study; and (ii) not use the MSD Compound in any manner that is inconsistent with this Agreement or for any commercial purpose. Collaborator shall not reverse engineer, reverse compile, disassemble or otherwise attempt to derive the composition or underlying information, structure or ideas of the MSD Compound, and in particular shall not analyze the MSD Compound by physical, chemical or biochemical means except as necessary to perform its obligations under the Clinical Quality Agreement.

Labeling and Packaging; Use, Handling and Storage. 8.4.1 Menarini shall provide the Menarini Compound to Context in the U.S. in such form as reasonably requested by Context and reasonably approved by the JDC, and Context shall be responsible for labeling, packaging, and leafleting such Menarini Compound in accordance with the Study requirements and otherwise in accordance with all Applicable Law, including cGMP, GCP, and health, safety and environmental protections. 8.4.2 Context shall (i) use the Menarini Compound solely for purposes of performing the Study; (ii) not use the Menarini Compound in any manner inconsistent with this Agreement or for any commercial purpose; and (iii) use, store, transport, handle and dispose of the Menarini Compound in compliance with the Quality Agreement and Applicable Laws. Context shall not reverse engineer, reverse compile, disassemble or otherwise attempt to derive the composition or underlying information, structure or ideas of the Menarini Compound, and in particular shall not analyze the Menarini Compound by physical, chemical or biochemical means except as necessary to perform its obligations under this Agreement. ACTIVE/117982251.1

Labeling and Packaging; Use, Handling and Storage. 8.5.1 The Parties’ obligations with respect to the labeling and packaging of the Compounds are as set forth in the Clinical Quality Agreement. 8.5.2 With respect to any ImmunoGen Compound provided by or on behalf of ImmunoGen, ▇▇▇▇▇▇▇▇ shall (i) use the ImmunoGen Compound solely for purposes of performing the Study; (ii) not use the ImmunoGen Compound in any manner that is inconsistent with this Agreement or for any commercial purpose; and (iii) label, use, store, transport, handle and dispose of the ImmunoGen Compound in compliance with Applicable Law and the Clinical Quality Agreement, as well as all written instructions of ImmunoGen that do not conflict with Applicable Law or the Clinical Quality Agreement. ▇▇▇▇▇▇▇▇ shall not reverse engineer, reverse compile, disassemble or otherwise attempt to derive the composition or underlying information, structure or ideas of the ImmunoGen Compound, and in particular shall not analyze the ImmunoGen Compound by physical, chemical or biochemical means except as necessary to perform its obligations under the Clinical Quality Agreement.

Labeling and Packaging; Use, Handling and Storage. 8.4.1 The Parties’ obligations with respect to the labeling and packaging of the Compounds are as set forth in the Clinical Quality Agreements. Notwithstanding the foregoing or anything to the contrary contained herein, the Alliance shall provide the Alliance Compound to Vaximm in the form of unlabeled vials, and Vaximm shall be responsible for labeling, packaging and leafleting such Alliance Compound in accordance with the terms and conditions of the Clinical Quality Agreements and otherwise in accordance with all Applicable Law, including cGMP, GDP, GCP, and health, safety and environmental protections. 8.4.2 Vaximm shall (i) use the Alliance Compound solely for purposes of performing the Study; (ii) not use the Alliance Compound in any manner inconsistent with this Agreement or for any commercial purpose other than conduct of the Study; and (iii) use, store, transport, handle and dispose of the Alliance Compound in compliance with Applicable Law and the Clinical Quality Agreements. Vaximm shall not reverse engineer, reverse compile, disassemble or otherwise attempt to derive the composition or underlying information, structure or ideas of the Alliance Compound, and in particular shall not analyze the Alliance Compound by physical, chemical or biochemical means except as necessary to perform its obligations under the Clinical Quality Agreements and/or the Protocol.