AMENDED AND RESTATED COLLABORATIVE LICENSE AGREEMENT

Definitions. Capitalized terms shall have the meaning set forth below.

“Affiliate” means, with respect to a particular Party, a person, corporation, partnership, or other entity that controls, is controlled by or is under common control with such Party. For the purposes of this definition, the word “control” (including, with correlative meaning, the terms “controlled by” or “under the common control with”) means the actual power, either directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such entity, whether by the ownership of more than fifty percent (50%) of the voting stock of such entity, or by contract or otherwise.

“Ambrx Change of Control” has the meaning set forth in Section 12.3.

“Ambrx Know-How” means all Information Controlled as of the Effective Date or thereafter during the Research Program Term by Ambrx and that (i) is necessary for the evaluation, research and/or development of Compounds in the Field, (ii) is Confidential Information at the time of its use, and (iii) is specifically directed to a Compound. Ambrx Know-How includes all chemical, structural, manufacturing process, biological, pharmacological, toxicological, clinical, assay and other methods of screening, structure activity relationship information or other information that relates to a Compound (including its composition, formulation or manufacture). Ambrx Know-How shall include Ambrx Technology Inventions and shall exclude rights under any Ambrx Patents and Ambrx’s interest in any Joint Patents.

“Ambrx Materials” means all tangible materials in the possession and Control of Ambrx prior to or as of the Effective Date or thereafter during the Research Program Term and that (a) are necessary for the evaluation, research and/or development of Compounds in the Field or (b) otherwise embody Ambrx Know-How. Ambrx Materials shall include cell lines (including research strains and production strains for the expression of Compounds, and corresponding host or control strains, and cell banks thereof), DNA constructs, proteins, monoclonal antibodies and other materials necessary for the expression of Compounds, and tangible materials for use in assays necessary for the characterization of Compounds. Ambrx Materials that were transferred to Institute prior to the Effective Date are listed on Exhibit A. In addition, Exhibit A sets forth Ambrx Materials that, as of the Effective Date, are contemplated to be transferred to Institute pursuant to Approved Research Plans.

“Ambrx Patents” means the Patents owned or Controlled by Ambrx during the term of this Agreement.

“Ambrx Technology” means the Ambrx Patents, Ambrx Know-How and Ambrx Materials.

“Ambrx Technology Invention(s)” means any potentially patentable or patented invention conceived by or on behalf of one or both Parties and/or its Affiliates, employees, agents or independent contractors in the course of conducting its or their activities under an Approved Research Plan, in each case directed Specifically to Ambrx Technology related to a) ReCode, b) EuCode, or c) Linker Technology (Ambrx Technology directed Specifically to a), b), and c) collectively referred to as “Non-Natural Amino Acid Technology”), and shall include, without limitation, Joint Inventions, but shall specifically exclude Compound Inventions that are not directed Specifically to Non-Natural Amino Acid Technology. For purposes of this definition: i) “ReCode” and “EuCode” mean the design, creation, modification and/or generation of Compounds through the incorporation, substitution or addition of one or more non-naturally encoded amino acids (i.e., amino acids other than the 20 naturally-encoded amino acids) using orthogonal tRNA/aminoacyl-tRNA pairs, including non-naturally encoded amino acids providing one or more points of site-specific attachment for a drug, into the amino acid sequence of the polypeptide comprising such Compounds; and ii) “Linker Technology” means any technology in which a functional group, such as, but not limited to, a chemical, carbohydrate or polypeptide, is used to link or attach, by a covalent bond or otherwise, one or more drugs Specifically to a polypeptide synthesized using ReCode or EuCode to form a polypeptide drug conjugate. As used herein, “directed Specifically” shall mean that the invention is a small molecule, protein, carbohydrate, nucleic acid, cell, vector, etc., that is specially adapted for use with a non-natural amino acid, and not more generally with natural amino acids or other substrates such as small molecule ligands, proteins, carbohydrates or nucleic acids.

“Approved Research Invention” means any potentially patentable or patented invention conceived by or on behalf of one or both Parties and/or its Affiliates, employees, agents or independent contractors in the course of conducting its or their activities under an Approved Research Plan, other than a Compound Invention or an Ambrx Technology Invention.

“Approved Research Plan(s)” means each of the Research Plans for the Grandfathered Research Projects and such other Research Plans approved by the JSC and Ambrx, in each case as set forth in Section 4.2.

“Calendar Year” means each successive period of twelve (12) months commencing on January 1 and ending on December 31.

“Collaboration Research Project(s)” means pre-clinical lead generation research projects conducted pursuant to Approved Research Plans at the Facility using Ambrx Technology with Compounds for the purpose of advancing such Compounds to Proof of Concept Studies.

“Compound(s)” means any therapeutic composition of matter conceived and/or demonstrated to have utility or a new use under an Approved Research Plan.

“Compound Invention(s)” means any potentially patentable or patented invention conceived by or on behalf of one or both Parties and/or its Affiliates, employees, agents or independent contractors in the course of conducting its or their activities under an Approved Research Plan directed to a Compound and shall include, without limitation, Joint Inventions.

“Confidential Information” means, with respect to a Party, and subject to Section 11, all non-public Information of such Party that is disclosed to the other Party under this

“Control” or “Controlled” means, with respect to any material, Information, or intellectual property right, that a Party (i) owns such material, Information, or intellectual property right, or (ii) has a license or right to use such material, information, or intellectual property right, in each case (i) or (ii) with the ability to grant to the other Party access, a right to use, or a license, or a sublicense (as applicable) to such material, Information, or intellectual property right on the terms and conditions set forth herein, without violating the terms of any agreement or other arrangement with any Third Party in existence as of the time such Party would first be required hereunder to grant the other Party such access, right to use or (sub)license.

“Excluded Grandfathered Research Project(s)” means those pre-clinical lead generation research projects that have been conducted by Institute prior to the Effective Date, a listing of which is attached hereto as Schedule A.

“Excluded GRP Invention” has the meaning set forth in Section 6.3(a).

“Facility” means ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or such other facility utilized by the Institute with the prior written consent of Ambrx.

“Field” means evaluation, research and/or development (but only through the completion of Proof of Concept Studies) of Compounds for human use (for clarity, not for human development, for other development activities occurring after completion of Proof of Concept Studies and/or for commercialization), unless otherwise agreed to in writing by both parties.

“Grandfathered Research Projects” means those pre-clinical lead generation research projects that have been conducted by Institute prior to the Effective Date, a listing of which is attached hereto as Schedule B.

“Information” means any data, results, and information of any type whatsoever, in any tangible or intangible form, including know-how, trade secrets, practices, techniques, methods, processes, inventions, developments, specifications, formulations, formulae, materials or compositions of matter of any type or kind (patentable or otherwise), software, algorithms, marketing reports, expertise, stability, technology, test data including pharmacological, biological, chemical, biochemical, toxicological, and clinical test data, analytical and quality control data, stability data, studies and procedures.

“Institute Controlled IP” has the meaning set forth in Section 4.1.

“Institute Know-How” means all Information Controlled as of the Effective Date or thereafter during the term of this Agreement by Institute and that (i) is necessary for the evaluation, research and/or development of Compounds in the Field; (ii) is Confidential Information at the time of its use; and (iii) is specifically directed to a Compound. Institute Know-How includes all chemical, structural, manufacturing process, biological, pharmacological, toxicological, clinical, assay and other methods of screening, structure

“Institute Patents” means all Patents Controlled by Institute with claims covering (i) Institute Know-How, (ii) a Compound Invention, or (iii) a Joint Invention.

“Institute Proposal” has the meaning set forth in Section 6.2(a).

“Institute Technology” means the Institute Patents and Institute Know-How.

“Invention(s)” means any (i) Compound Invention, (ii) Ambrx Technology Invention or (iii) Approved Research Invention.

“Invention Disclosure” means a disclosure of an Invention, including results from the relevant completed Proof of Concept Study and related Information.

“Invention Patents” means a Patent that claims an Invention.

“Joint Inventions” has the meaning set forth in Section 8.1.

“Joint Steering Committee” or “JSC” has the meaning set forth in Section 2.1.

“Licensed Invention” means any Invention (i) licensed by Ambrx pursuant to the exercise of an Option hereunder or (ii) licensed by Institute pursuant to an Institute Proposal.

“Licensed Product” means any product or its manufacture, use or sale that is covered by a Valid Claim of an Invention Patent(s) (i) licensed by Ambrx pursuant to the exercise of an Option hereunder or (ii) licensed by Institute pursuant to an Institute Proposal.

“Net Sales” means the gross amount invoiced by Ambrx in connection with sales of Licensed Products by Ambrx or its Affiliates to Third Parties (net of any inventory management fees or similar fees based on or reasonably allocable to the sale of Licensed Products), less the following deductions to the extent specifically related to the Licensed Products: i) [***]; ii) [***]; iii) [***]; iv) [***]; v) [***]; vi) [***]; vii) [***]; viii) [***]; and ix) [***].

“Net Sublicense Revenue” means, as to a Party, (i) all cash payments, the cash amounts received by Ambrx for any equity consideration (less the fair market value of such equity consideration), the cash amounts received by Institute for funding of its activities and forgivable loans (to the extent actually forgiven), in each case, received by a Party or its Affiliates in consideration for a Sublicense, including any upfront payments, license maintenance fees, milestone payments, royalties or the like and (ii) Sublicensee equity received by a Party or its Affiliates in consideration for a Sublicense (to the extent

“Option” shall have the meaning set forth in Section 5.1(a).

“Patent” means (i) all patents and patent applications, including provisional patent applications, (ii) all patent applications filed either from such patents, patent applications or provisional applications or from an application claiming priority from any of these, including divisionals, continuations, continuations-in-part, converted provisionals, and continued prosecution applications, (iii) any and all patents that have issued or in the future issue from the foregoing patent applications in (i) and (ii), including utility models, ▇▇▇▇▇ patents and design patents and certificates of invention, (iv) any and all extensions or restorations by existing or future extension or restoration mechanisms, including adjustments, revalidations, reissues, re-examinations and extensions (including any supplementary protection certificates and the like) of the foregoing patents or patent applications in (i), (ii) and (iii), and (v) any similar rights, including so-called pipeline protection, or any importation, revalidation, confirmation or introduction patent or registration patent or patents of addition to any of such foregoing patent applications and patents.

“Patent Prosecution Costs” means the direct out-of-pocket costs (including the reasonable fees (based on customary hourly rates) and expenses incurred to outside counsel and other Third Parties, including filing, prosecution and maintenance fees incurred to governmental authorities) recorded as an expense by a Party or any of its Affiliates (in accordance with GAAP and its customary accounting practices) after the Effective Date and during the term of this Agreement and pursuant to this Agreement, in connection with the Prosecution of Invention Patents, including costs of Invention Patent interference, appeal, opposition, reissue, reexamination, revocation, petitions or other administrative proceedings with respect to Invention Patents and filing and registration fees.

“Proof of Concept Studies” means the mutually agreed pre-clinical trials under an Approved Research Plan occurring in animals with the goal of supporting the submission of an Invention Disclosure to Ambrx as set forth in Section 4.5.

“Prosecution” and “Prosecute” have the meaning set forth in Section 8.2(a).

“Research Plan” has the meaning set forth in Section 4.1.

“Research Plan FTEs” means the equivalent of the work of one appropriately qualified scientific employee of Institute working on a full-time basis in performing work in support of an Approved Research Plan based on a twelve (12) month period (consisting of at least a total of one thousand six hundred eighty (1,680) hours per year of dedicated effort).

“Research Program Term” has the meaning set forth in Section 3.2.

“[***]” means [***], or any successor entity.

“Sublicense” means the grant to a Sublicensee of a sublicense under a Licensed Invention or Licensed Product (including any extensions, amendments and restatements thereof), excluding a sublicense related to the conduct of clinical trials for a Licensed Product or the manufacture of a Licensed Product.

“Sublicensee” means a Third Party to whom (i) Ambrx, an Affiliate of Ambrx, or another Sublicensee grants a Sublicense or (ii) Institute, an Affiliate of Institute, or another Sublicensee grants a Sublicense.

“Third Party(ies)” means an entity other than Ambrx or its Affiliates, and Institute and its Affiliates.

“Third Party Costs” means the out-of-pocket costs and expenses incurred or accrued by Institute with respect to payments made by Institute to Third Parties in conducting activities under an Approved Research Plan, and in accordance with the budget for such Third Party Costs as agreed to by the JSC and set forth in the Approved Research Plan. Third Party Costs may include, for example, Research Plan-specific animals, but shall not include routine laboratory supplies.

“Valid Claim” means either (a) a claim of an issued and unexpired Invention Patent which has not been held permanently revoked, unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the time allowed for appeal and that is not admitted to be invalid or unenforceable through reissue, disclaimer or otherwise (i.e., only to the extent the subject matter is disclaimed or is sought to be deleted or amended through reissue), or (b) a claim of a pending Invention Patent application that has not been abandoned, finally rejected or expired without the possibility of appeal or refiling, provided, however, that Valid Claim will exclude any such pending claim in an application that has not been granted within the later of (A) seven (7) years following the earliest non-provisional priority filing date for such application and (B) five (5) years after receipt of the first office action in response to such application, unless and until such claim is granted.

Governance of the Collaboration Research Projects

License Terms and Conditions

Ambrx may provide Institute with Ambrx Materials pursuant to an Approved Research Plan.

If Institute desires to acquire Ambrx Materials other than in connection with an Approved Research Plan, it must submit a written request which includes the specific Ambrx Materials requested and their intended use, which request may be granted or denied in the sole discretion of the Chief Executive Officer of Ambrx. Any such request which is granted must be in the form of written permission from the Chief Executive Officer of Ambrx for it to be effective. For clarity, Ambrx may provide Institute with Ambrx Materials in its sole discretion if requested for a purpose other than in connection with an Approved Research Plan.

Institute will use the Ambrx Materials solely in the Field at the Facility and will not distribute, release or transfer the Ambrx Materials to any Third Party (including to anyone who is not an employee of Institute) or to any location other than the Facility. Institute represents that all employees to whom the Ambrx Materials are distributed, released or transferred are bound by a written agreement to use the Ambrx Materials only as expressly permitted by this Agreement, and, by assignment obligations as are appropriate to effect the ownership provisions of this Agreement.

Institute recognizes that the Ambrx Materials are experimental in nature and that they are being provided “as is”. AMBRX MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE AMBRX MATERIALS AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE.

At the request of Ambrx, Institute will return or destroy any Ambrx Materials in its possession.

a perpetual, irrevocable, worldwide, non-exclusive license for internal research purposes only under (i) Compound Inventions, (ii) Invention Patents with claims covering Compound Inventions, and (iii) Institute Technology, each with no right to grant a Sublicense, except

a perpetual, irrevocable, worldwide, non-exclusive license for internal research purposes only under (i) Approved Research Inventions and (ii) Invention Patents with claims covering such Approved Research Inventions, each with no right to grant a Sublicense, except that internal research shall include the right to Sublicense to bona fide collaborators and contractors solely for use in a research collaboration (which, for the avoidance of doubt, shall not include any right to conduct human clinical trials); and

a perpetual, irrevocable, worldwide, exclusive license, with the right to grant a Sublicense, for all uses under (i) Ambrx Technology Inventions and (ii) Invention Patents with claims covering Ambrx Technology Inventions, but excluding Compound Inventions and Invention Patents with claims covering Compound Inventions.

Collaboration Research Projects

The Research Plans for the Grandfathered Research Projects will be presented by Institute for consideration by the JSC at its first scheduled meeting. The JSC shall promptly approve or reject Research Plans as set forth in Section 2.3(a). In addition, the JSC shall approve or reject any day-to-day or tactical performance of the research activities that require changes or updates to each Approved Research Plan as set forth in Section 2.3(b).

Institute shall provide to Ambrx, within thirty (30) days following the approval of the applicable Research Plan by the JSC, such JSC-approved Research Plan, including the identification of any Institute Controlled IP or Third Party Controlled intellectual property to be used in the Research Plan. Ambrx shall have thirty (30) days following receipt of such Research Plan to review such Research Plan and shall have the right to reject such Research Plan or withhold access to the Ambrx Technology proposed to be used in such Research Plan if: (i) Ambrx reasonably determines the applicable Proof of Concept Study is inappropriate for the proposed indication listed in the Research Plan when compared against other research projects or programs for the same or similar indications; (ii) Ambrx reasonably determines the Research Plan and associated Collaboration Research Project is competitive with current or anticipated Ambrx projects (whether conducted or to be conducted on behalf of itself or a Third Party); or (iii) the Ambrx CEO, or in the absence of a CEO, a majority of the Ambrx board of directors (excluding any member of the Ambrx board of directors having a conflict of interest with respect to such determination), determines to reject such Research Plan or withhold access to the applicable Ambrx Technology, which the CEO (or Ambrx board of directors, as applicable) may determine in his/her (or its) sole discretion. A determination by Ambrx that the Research Plan falls within (i), (ii) or (iii) above and whether Ambrx is rejecting the Research Plan in its entirety (in which case, for clarity, the license grant under Section 3.1 shall not be applicable to such Research Plan and Institute shall not use any Ambrx funding provided hereunder in connection with further activities on such rejected Research Plan) or with respect to specified Ambrx Technology (in which case, for clarity, such Ambrx Technology shall not be included in the license grant under Section 3.1 for the associated Research Plan) shall be provided in writing to Institute within the thirty (30)-day Ambrx review period and shall include such information to substantiate the determination as is reasonably necessary.

If Ambrx rejects the Research Plan with respect to specified Ambrx Technology (and does not reject the Research Plan in its entirety), the Research Plan shall constitute an “Approved

The Parties intend that one or more of the Collaboration Research Projects are to be initiated on or about thirty (30) days following the first meeting of the JSC, and that multiple Collaboration Research Projects will be ongoing at any given time during the Research Program Term.

Institute agrees that its activities under the Collaboration Research Projects shall be conducted by or under the direct supervision of ▇▇▇▇▇ ▇▇▇▇▇▇▇, Ph.D. (“▇▇▇▇▇▇▇”). In the event that ▇▇▇▇▇▇▇ leaves Institute, or terminates his involvement with the Institute or a particular Collaboration Research Project, Institute shall promptly notify Ambrx of such event. Thereafter Ambrx shall have a right to immediately terminate the Research Program Term upon delivery to Institute of written notice of intent to terminate pursuant to this Section 4.4(b), which notice must be delivered to Institute not more than ninety (90) days after receipt by Ambrx of Institute’s notification.

Institute shall perform, and shall use reasonable efforts to ensure that its employees perform, its activities with respect to the Collaboration Research Projects in good scientific manner, and in compliance in all material respects with the requirements of applicable law. Institute shall commit sufficient Research Plan FTEs to each Collaboration Research Project to permit the timely completion of each Collaboration Research Project as set forth in the applicable Approved Research Plan.

Institute may not retain Third Parties (including, but not limited to, consultants or agents) to perform any activities for a Collaboration Research Project without the prior written consent of Ambrx.

Upon the written request of the Institute, Ambrx (directly or indirectly) may in its sole discretion, (i) with respect to an Approved Research Plan, (A) assist the Institute in certain activities (specifically for the advancement of the applicable Collaboration Research Project up to the applicable Proof of Concept Study (by way of example, but not limitation, activities such as protein production, purification and analytics)); (B) validate, consider and develop Inventions after the applicable Proof of Concept Study; (C) assist the Institute in efforts to generate stable cell lines based on Ambrx Materials; or (ii) with respect to an approved Institute Proposal, assist the Institute in connection with its activities under such Institute Proposal. The fully burdened costs associated with Ambrx activities under subsections (i)(A), (i)(B) and (i)(C) incurred following the Effective Date will be borne entirely by Ambrx. Institute will reimburse Ambrx for its then-current fully-burdened FTE rate in connection with Ambrx activities requested by Institute under subsection (ii). It is acknowledged and agreed by the Parties that any assistance provided by Ambrx to Institute pursuant to this Section 4.4(e) involves intensive activities and in the event of a high

As soon as reasonably possible following the completion of the related Proof of Concept Study, but in no event later than thirty (30) days thereafter, Institute shall provide a written Invention Disclosure describing all Inventions related to the Collaboration Research Project associated with the Proof of Concept Study to Ambrx. Any such Invention Disclosure shall contain sufficient detail (as it is available to Institute) to enable Ambrx to evaluate the advisability of exercising the Option with respect to the related Inventions and to comply with the terms of the license granted to it under Institute Technology pursuant to Section 3.5(a)(iii).

As soon as reasonably possible, either upon conception or reduction to practice, as the case may be, of each Joint Invention, Ambrx shall disclose the same in writing to Institute. Such disclosure shall contain sufficient detail to enable Institute to evaluate whether such Invention is, in fact, within the definition of a Joint Invention. If Institute, in the exercise of its good faith discretion, believes that all or some of such Information as so described by Ambrx does not fall within the definition of a Joint Invention, then Institute shall deliver to Ambrx a written notice identifying the Invention(s) which Institute does not believe are Joint Invention(s) within thirty (30) days of receipt of the Invention Disclosure from Ambrx. Failure to deliver such a written notice within the thirty (30)-day period shall be deemed to be an acknowledgement by Institute that such Invention(s) is a Joint Invention(s). Any dispute related to whether an Invention constitutes Joint Invention(s) shall be resolved as set forth in Sections 14.2, 14.3 and 14.4.

If Ambrx decides to not exercise the Option for the exclusive license under Institute’s ownership interest in an Invention Patent for a Joint Invention, then (i) both Institute and Ambrx shall jointly own such Invention Patent(s); and (ii) notwithstanding the foregoing, Institute and Ambrx hereby covenant and agree that, unless the other Party consents in writing, they each shall practice such Invention Patent solely in the Field and neither shall license or Sublicense rights to any such Invention Patent without the other Party’s prior written consent (unless Ambrx has previously exercised an Option for such Invention Patent). Except as set forth in this Section 4.5(c) , Ambrx shall be the only Party that may grant a commercial license or Sublicense to any Invention Patent for a Joint Invention to a Third Party, and only pursuant to the exclusive license granted to Ambrx under Section 3.5(c) or following the exercise of the Option hereunder. Joint ownership of a Joint Invention shall not include a license grant of any related or underlying technology or Patents, unless specifically set forth in Section 3.5(c) or in a separate license agreement between the Parties.

Option

Subject to the terms of this Agreement, Institute hereby grants to Ambrx an exclusive option (each, an “Option”) to acquire (i) an exclusive worldwide license (or sublicense, as the case may be) to Inventions and Invention Patents, with an exclusive right to grant Sublicenses, for

Subject to extension as set forth in Section 5.2(b), Ambrx shall have a period of [***] ([***]) days from the later of (i) delivery by Institute of a written Invention Disclosure pursuant to Section 4.5(a) and (ii) receipt of a data package requested by Ambrx (within thirty (30) days of receipt of the Invention Disclosure) with respect to the Invention, containing all data relevant to Ambrx’s decision to exercise the Option and reasonably available to Institute, including, without limitation, materials, assays, reagents and protocols that may reasonably be requested and Information from the related Proof of Concept Study (each, as the same may be extended pursuant to Section 5.2(b), an “Option Period”) to consider and/or validate the Invention Data Packages which may include reasonably and promptly recapitulating the experimental results using materials provided by the Institute or produced and characterized at Ambrx, in animal models conducted at Ambrx or under the direct supervision of an Ambrx scientist. The disclosures to be delivered to Ambrx under (ii) above shall be referred to herein as “Invention Data Packages.”

Ambrx is obligated to consider and/or validate [***] ([***]) Invention Data Packages in each Calendar Year (whether or not the Invention Data Package is new or carried-over from the prior Calendar Year). If Ambrx has considered and validated [***] ([***]) Invention Data Packages disclosing Inventions in the applicable Calendar Year, the Option Period with respect to an additional Invention Data Package shall automatically be extended through the end of the following Calendar Year (with multiple extensions of a single Option Period possible and with extensions beyond the Research Program Term and/or term of this Agreement possible). In addition, an Option Period may be extended upon mutual written agreement of Institute and Ambrx.

Ambrx shall deliver to Institute written notice (each, an “Option Notice”) within the Option Period specifying the particular Invention, Invention Patent and related Information, if any, described in the applicable Invention Disclosure and Invention Data Package and the Institute Controlled IP associated with such Invention Data Package (collectively, the “Option IP”), and shall state whether Ambrx is exercising the Option or not with respect to the particular Option IP.

If Ambrx determines to exercise an Option with respect to particular Option IP, Ambrx shall have (i) a perpetual, irrevocable, exclusive (even as to Institute) license (or sublicense, as the case may be), with the right to grant a Sublicense, under the particular Invention Patent(s), if any, to research, develop, make, have made, use, sell, offer for sale, export and import the applicable Licensed Products for all uses throughout the world; (ii) a perpetual, irrevocable,

If Ambrx exercises an Option with respect to particular Option IP and subsequently or concurrently determines to Sublicense such Option IP, it shall deliver to Institute written notice of its determination to Sublicense (each, a “Sublicense Notice”).

If Ambrx determines not to exercise an Option with respect to particular Option IP as set forth in the applicable Option Notice, the Option Notice shall so state. For clarity, the license grant set forth in Section 3.1 shall not cover the particular Option IP for which Ambrx has determined not to exercise its Option and Institute hereby covenants and agrees that no funding provided by Ambrx hereunder shall be used by Institute if it determines to further pursue such rejected Option IP. Institute is free to pursue the rejected Option IP with non-Ambrx Technology and non-Ambrx Materials and its own funding.

Ongoing Development of Inventions

If (i) the Option Period has expired and the Invention has not been exclusively licensed to Ambrx pursuant to Section 5 above or (ii) the Invention has been exclusively licensed to Ambrx, and Ambrx (or any of its Affiliates) is not actively developing or is not actively out-licensing (or has not previously out-licensed) such Invention, the Institute may present Ambrx with a proposal for the ongoing development and commercialization of such Invention (the “Institute Proposal”). Any such Institute Proposal shall contain such information as is available to Institute and reasonably necessary for Ambrx to evaluate the Institute Proposal, including, without limitation, (w) an overview of the intended development activities, (x) the projected commercial opportunity, (y) activities that Institute would assign to Ambrx, if any, and (z) commercial terms commensurate with the proposed development and commercialization.

Within sixty (60) days of receipt of all requested information related to the Institute Proposal, the CEO of Ambrx, or in the absence of a CEO, a subcommittee of the Ambrx board of directors, to be chaired by a member of such subcommittee selected by a majority vote of disinterested members of the Ambrx board of directors (the “Ambrx Subcommittee”), shall review and reasonably consider the Institute Proposal. If the Ambrx CEO or Ambrx Subcommittee desires to proceed with the Institute Proposal, it shall oversee the negotiation and documentation of a license agreement between Ambrx and Institute containing mutually acceptable terms and conditions, including financial terms, which shall include, without limitation, (i) a prohibition on Institute commercializing the Invention in any manner other than by way of a Sublicense to a Third Party on arms-length, commercially reasonable terms, (ii) Institute shall commit to pursue or have pursued products or services covered by Invention Patents licensed to Institute using commercially reasonable efforts, and (iii) the Parties shall develop reasonable and specific milestones relevant to a Licensed Product(s), such milestones to be met by Institute’s Sublicensee(s) to continue the license thereunder. Such milestones may include, for example, reasonable investment requirements and timelines for major regulatory and commercialization milestones. In addition, the licenses granted under such license agreement may not be practiced directly by Institute or any of its Affiliates and Institute may only commercialize the Invention by way of a Sublicense to a Third Party on arms-length, commercially reasonable terms.. It is the intent of the Parties that the review by Ambrx and the negotiation and documentation of a license agreement take place within the sixty (60)-day period, unless mutually extended by the Parties. Once a license agreement between Ambrx and Institute is negotiated, the determination to proceed with the Institute Proposal (or not) under such license agreement shall be made by the Ambrx CEO or Ambrx Subcommittee in his/its sole discretion.

In the event that Ambrx determines not to proceed with an Institute Proposal, and the development of the relevant Invention would require a license from Ambrx with respect to Ambrx Technology, Institute may not develop the relevant Invention beyond animal proof of concept studies or commercialize such Invention without any such required licenses from Ambrx with respect to the Ambrx Technology. In addition, Institute hereby covenants and agrees that no funding provided by Ambrx hereunder shall be used by Institute if it determines to further pursue such rejected Institute Proposal. Institute is free to pursue the rejected Institute Proposal with non-Ambrx Technology and non-Ambrx Materials and its own funding.

If Institute desires to develop in human clinical trials and/or thereafter commercialize the inventions consisting of therapeutic compositions of matter for compounds demonstrated to have utility or a new use under an Excluded Grandfathered Research Project with respect to the applicable target studied under such Excluded Grandfathered Research Project (i.e., actually made and tested under such Excluded Grandfathered Research Project) (with respect to each Excluded Grandfathered Research Project (e.g., target), the “Excluded GRP Inventions”) during the period beginning on August 23^rd, 2013 and ending on the earlier of (a) October 10^th, 2017 or (b) the initiation of GLP/IND-enabling studies with respect to each Excluded GRP Invention (the “Excluded GRP Invention Option Period”), it shall provide written notice to Ambrx of such desire which shall include the applicable target and compositions of matter information related to such Excluded GRP Inventions (each, an “Excluded GRP Invention Notice”). Upon Ambrx’s receipt of an Excluded GRP Invention Notice prior to the expiration of the Excluded GRP Invention Option Period, Institute shall automatically, without any action on the part of Ambrx, be granted the following licenses: (i) a perpetual, irrevocable, worldwide, exclusive (even as to Ambrx) license (or sublicense, as the case may be), with the right to grant a Sublicense, under Ambrx Patents, if any, with Valid Claims covering the Excluded GRP Inventions described in the applicable Excluded GRP Invention Notice to research, develop, make, have made, use, sell, offer for sale, export and import such Excluded GRP Inventions for all uses; and (ii) a perpetual, irrevocable, worldwide, non-exclusive license (or sublicense, as the case may be), with the right to grant a Sublicense, under Information directly related to such Ambrx Patents to research, develop, make, have made, use, sell, offer for sale, export and import such Excluded GRP Inventions for all uses. Upon the grant of the licenses under this Section 6.3(a) Institute shall be the exclusive Party to develop and/or commercialize the Excluded GRP Inventions and solely by means of a Sublicense to a Third Party; provided that such Third Party Sublicensee may not be a pharmaceutical company with headquarters in the People’s Republic of China, unless Ambrx has provided its prior written consent, which may be withheld in its sole discretion. The licenses granted under this Section 6.3(a) may not be practiced directly by Institute or any of its Affiliates and Institute may only commercialize the Excluded GRP Inventions by way of a Sublicense to such a Third Party on arms-length, commercially reasonable terms. Institute shall ensure that any such Excluded GRP Inventions licensed hereunder are pursued using commercially reasonable efforts, and all rights to the licensed Excluded GRP Inventions shall revert to Institute in the event of the failure of a Third Party sublicensee to use commercially reasonable efforts in the development and/or commercialization of the Excluded GRP Inventions (in addition to upon the occurrence of other agreed-upon termination events). The Parties shall develop reasonable and specific milestones relevant to the Excluded GRP Inventions, such milestones to be met by Institute’s Sublicensee(s) to continue the license thereunder. Such milestones may include, for example, investment requirements and timelines for major regulatory and commercialization milestones. Institute shall also pay to Ambrx [***] of any Net Sublicense Revenue as set forth in Section 7.2. The Parties shall negotiate in good faith and enter into a license agreement setting forth the terms contained in this Section 6.3(a), and other customary terms and conditions.

If Institute does not deliver one or more Excluded GRP Invention Notices prior to the expiration of the Excluded GRP Option Period, then all Excluded GRP Inventions under the Excluded Grandfathered Research Projects shall automatically become an Invention and

If, however, Institute has delivered one or more Excluded GRP Invention Notices, then: (i) upon delivery of an Excluded GRP Invention Notice, any Excluded GRP Inventions for the target referenced in the Excluded GRP Invention Notice but which have not been described in such Excluded GRP Invention Notice shall automatically become Inventions and Institute shall promptly after the delivery of the Excluded GRP Invention Notice provide Invention Disclosures to Ambrx for any such Inventions not described; and (ii) on expiration of the Excluded GRP Option Period, any Excluded GRP Inventions not previously licensed to Institute under Section 6.3(a) shall automatically become Inventions and Institute shall promptly after the expiration of the Excluded GRP Option Period provide Invention Disclosures to Ambrx for any such Inventions. For clarity, all Excluded GRP Inventions which have not been described in an Excluded GRP Invention Notice or licensed to Institute under Section 6.3(a) shall be subject to the Option process set forth in Section 5.

Payments

Ambrx shall pay to Institute [***] ([***]) of any Net Sublicense Revenue resulting from Sublicenses executed by Ambrx or its Affiliates.

Institute shall pay to Ambrx [***] ([***]) of any Net Sublicense Revenue resulting from Sublicenses executed by Institute or its Affiliates of a Licensed Invention and/or Licensed Product arising from the [***] Excluded Grandfathered Research Project. Institute shall pay to Ambrx [***] ([***]) of any Net Sublicense Revenue resulting from Sublicenses executed by Institute or its Affiliates arising from the [***] Excluded Grandfathered Research Project. For all other Sublicenses executed by Institute or any Affiliates under the licenses granted to Institute under Section 6.3, Institute shall pay to Ambrx [***] ([***]) of any Net Sublicense Revenue resulting from such Sublicenses.

Any payments due under this Section 7.2 shall be made within ninety (90) days of receipt of the Net Sublicense Revenue by the applicable Party.

General. Subject to the other provisions of this Section 7.3 and the other provisions of this Agreement, in consideration of the licenses granted by Institute to Ambrx pursuant to its exercise of the Option, if Ambrx (or its Affiliates) commercializes a Licensed Product without a Sublicensee, Ambrx shall pay to Institute royalties of [***] ([***]) of Net Sales of such Licensed Product during the applicable Royalty Term (as defined in subsection (c) below) for such Licensed Product.

One Royalty. For clarity, only one royalty shall be due to Institute with respect to the same unit of Licensed Product, regardless of the number of Licensed Inventions contained therein.

Royalty Term. Royalties payable by Ambrx to Institute under Section 7.3 shall be paid on an Licensed Product-by-Licensed Product and country-by-country basis until the later of (i) 10 years after first commercial sale of the applicable Licensed Product in such country, and (ii) expiration in such country of the last Valid Claim of the last-to-expire Licensed Invention with claims that cover such Licensed Product (the “Royalty Term”). Upon the expiration of the Royalty Term with respect to a Licensed Product in a country, Ambrx shall have a fully-paid-up perpetual license under Section 5.3(b) for the making, using, selling, offering for sale and importing of such Licensed Product in such country.

Royalty Payments and Reports. All amounts payable to Institute pursuant to Section 7.3 shall be paid within ninety (90) days after the end of the calendar quarter in which the applicable Net Sales were invoiced. Each payment of royalties shall be accompanied by a royalty report providing a statement, on an Licensed Product-by-Licensed Product and country-by-country basis, of: (a) the amount of gross sales invoiced during the applicable calendar quarter, (b) the amount of deductions from gross sales taken in calculating Net Sales during the applicable calendar quarter, (c) the amount of Net Sales during the applicable calendar quarter, (d) a calculation of the amount of royalty payment due in U.S. dollars on such Net Sales for such calendar quarter, and (e) the amount of withholding taxes, if any, required by applicable law to be deducted with respect to such royalties.

Payment Method. All payments due under this Agreement to Institute shall be made by bank wire transfer in immediately available funds to an account designated by Institute. All payments hereunder shall be made in U.S. dollars.

Taxes. Institute will pay any and all taxes levied on account of all payments it receives under this Agreement. If laws or regulations require that taxes be withheld with respect to any payments by Ambrx to Institute under this Agreement, Ambrx will: (i) deduct those taxes from the remittable payment, (ii) pay the taxes to the proper taxing authority, and (iii) send evidence of the obligation together with proof of tax payment to Institute on a timely basis following that tax payment. Each Party agrees to cooperate with the other Party in claiming refunds or exemptions from such deductions or withholdings under any relevant agreement or treaty which is in effect. In addition, the Parties shall cooperate in accordance with applicable law to minimize indirect taxes (such as value added tax, sales tax, consumption tax and other similar taxes) in connection with this Agreement.

Foreign Exchange. Conversion of sales recorded in local currencies to U.S. dollars shall be performed in a manner consistent with Ambrx’s normal practices used to prepare its audited financial statements for internal and external reporting purposes.

Records. Ambrx shall keep, and shall cause its Affiliates and Sublicensees to keep, complete, true and accurate books of accounts and records, including gross amounts invoiced and any deductions thereto in connection with calculation of Net Sales, sufficient to determine and establish the amounts payable under this Agreement, and compliance with the other terms and conditions of this Agreement. Such books and records shall be kept reasonably accessible and shall be made available for inspection for a three (3) year period in accordance with Section 7.4(e) below.

Inspection of Records. Upon reasonable prior notice, Ambrx shall permit an independent nationally recognized certified public accounting firm (subject to obligations of confidentiality to Ambrx), appointed by Institute and reasonably acceptable to Ambrx, to inspect the audited financial records of Ambrx to the extent relating to payments to Institute; provided that such inspection shall not occur more often than once per Calendar Year, unless a material error is discovered in such inspection in which case Institute shall have the right to conduct a more thorough inspection for such period. If Institute, after inspecting the audited financial records of Ambrx, discovers material errors, then Ambrx shall permit an independent nationally recognized certified public accounting firm (subject to obligations of confidentiality to Ambrx), appointed by Institute and reasonably acceptable to the Ambrx, to inspect the books and records described in Section 7.4(d); provided that such inspection shall not occur more often than once per Calendar Year, unless a material error is discovered in such inspection in which case Institute shall have the right to conduct an additional audit for such period. Any inspection conducted under this Section 7.4(e) shall be at the expense of Institute, unless such inspection reveals any underpayment of the royalties due hereunder for the audited period by at least [***] ([***]), in which case the full costs of such inspection for such period shall be borne by Ambrx. Any underpayment shall be paid by Ambrx to Institute within forty-five (45) days, and any overpayment shall be credited against future amounts due by Ambrx to Institute.

Intellectual Property Matters

Ambrx shall Prosecute all Invention Patents with claims covering Ambrx Technology Inventions throughout those jurisdictions that Ambrx and the Institute determine to file Inventions Patents (collectively, the “Territory”). Ambrx shall bear [***] of the Patent Prosecution Costs for such Invention Patent(s). For all other Invention Patents, Institute shall, with Ambrx’s participation, draft, file, prosecute and maintain (including any oppositions, interferences, reissue proceedings, reexaminations and post-grant proceedings) such Invention Patents (including those with claims covering any Joint Invention) throughout the Territory (such activities, on behalf of Institute or Ambrx, with respect to Invention Patents being the “Prosecution”, with the term “Prosecute” having the corresponding meaning). Such Prosecution shall be handled by outside counsel mutually agreed upon by the Parties that will jointly represent the Parties (the “Patent Firm”). Institute (a) shall keep Ambrx advised of the status of the actual and prospective filings of Invention Patents; (b) upon Ambrx’s written request, shall provide advance copies of any papers related to the Prosecution of such Invention Patent filings; (c) shall give Ambrx an opportunity to review the text of the application before filing, shall consult with Ambrx with respect thereto and shall incorporate Ambrx’s reasonable comments into any such Invention Patent filing; (d) shall supply Ambrx with a copy of the application as filed, together with notice of its filing date and serial number; and (e) shall promptly give notice to Ambrx of the grant, lapse, revocation, surrender, invalidation or abandonment of any Invention Patent. Subject to Section 8.2(b) and (c), and until the exercise of an Option by Ambrx, Institute shall bear [***] ([***]) of the Patent Prosecution Costs for such Invention Patents and shall have lead responsibility and decision making control for such Prosecution, including all decisions related to whether to file and/or continue to pursue and/or maintain any such Invention Patents. Following the exercise of an Option by Ambrx, Ambrx shall bear [***] ([***]) of the Patent Prosecution Costs for the applicable Invention Patent(s) and pay [***] of past expenses (upon presentation of reasonable supporting documentation), subject to offset and deduction, and shall have lead responsibility and decision-making control for Prosecution of such Invention Patent(s). For clarity, each Party will bear its own internal costs (i.e., those costs that are not Patent Prosecution Costs) with respect to its Prosecution activities for such Invention Patents.

Cooperation; Sharing of Information. The Parties will keep each other informed with regard to Prosecution hereunder and will cooperate in the Prosecution of the Invention Patents in all respects. Each Party will provide the other Party all reasonable assistance and cooperation in such Prosecution efforts, including providing any necessary powers of attorney, executing any other required documents or instruments for such Prosecution, and obtaining the assistance and cooperation of any Third Party licensors, as necessary to Prosecute the Invention Patents. Each Party will provide the other Party with copies of any documents it receives or prepares in connection with such Prosecution and will inform the other Party of the progress of it.

Ambrx Right to Prosecute and Maintain. In the event that Institute elects not to Prosecute in any country any Invention Patent, Institute will give Ambrx at least thirty (30) days’ notice before any relevant deadline and provide to Ambrx information it reasonably requests

Ambrx Right to Delegate. Ambrx may delegate its rights and responsibilities as to a particular Invention Patent to a Third Party, pursuant to an agreement with such Third Party.

Infringement. The Parties will promptly notify each other of any actual, threatened, alleged or suspected infringement by a Third Party of the Invention Patents (an “Infringement”). A notice under 42 U.S.C. 262(l) (however such section may be amended from time to time during the term of this Agreement) with respect to a Licensed Product will be deemed to describe an act of Infringement, regardless of its content. As permitted by applicable law, each Party will promptly notify the other Party in writing of any such Infringement of which it becomes aware, and will provide evidence in such Party’s possession demonstrating such Infringement. In particular, each Party will notify and provide the other Party with copies of any allegations of patent invalidity, unenforceability or non-infringement of any Invention Patents (including methods of use or manufacture thereof). Such notification and copies will be provided by the Party receiving such certification to the other Party as soon as practicable and, unless prohibited by applicable law, at least within five (5) days after the receiving Party receives such certification. Such notification and copies will be sent by facsimile and overnight courier to the Parties at the addresses specified in Section 14.11.

Ambrx Rights. Ambrx will have the first right, but not the obligation, to bring and control, at its expense, an appropriate suit or other action before any government or private tribunal against any person or entity allegedly engaged in any Infringement (an “Infringement Action”) to remedy the Infringement (or to settle or otherwise secure the abatement of such Infringement) of an Invention Patent for which Ambrx has exercised the Option pursuant to Section 5.3 or an Invention Patent with claims covering Ambrx Technology Inventions. The foregoing right of Ambrx shall include the right to perform all actions of a reference product sponsor set forth in 42 U.S.C. 262(l). Institute will have the right, at the reasonable expense of Ambrx, to be represented by counsel of its choice, in any Infringement Action with respect to an Invention Patent for which Ambrx has exercised the Option pursuant to Section 5.3. At Ambrx’s request, Institute will join any Infringement Action as a party and will use commercially reasonable efforts to cause any applicable Third Party to join such Infringement Action as a party (all at Ambrx’s expense) if doing so is necessary for the purposes of establishing standing or is otherwise required by applicable law to pursue such action. Institute will provide to Ambrx reasonable assistance in such enforcement, at Ambrx’s request and expense, including joining such action as a party plaintiff if required by applicable law to pursue such action. Ambrx will keep Institute regularly informed of the status and progress of such enforcement efforts, and will reasonably consider Institute’s comments on any such efforts. In any such action, Institute will not be named as the first party to a lawsuit.

Settlement. Without the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed), neither Party will settle any Infringement Action in any

Expenses and Recoveries. Ambrx will be solely responsible for any expenses incurred by either of the Parties as a result of an Infringement Action. If Ambrx recovers monetary damages from a Third Party in such Infringement Action, such recovery will first be applied to all out-of-pocket costs and expenses incurred by the Parties in connection therewith, including attorneys’ fees. If such recovery is insufficient to cover all such costs and expenses of both Parties, it will be shared pro-rata in proportion to the relative amount of such costs and expenses incurred by each Party. If after such reimbursement any funds remain from such damages, such remaining funds will be retained [***] ([***]) by Ambrx and [***] ([***]) by Institute; provided, however, Ambrx shall retain [***] ([***]) of any remaining funds from an Infringement Action related to an Invention Patent with claims covering an Ambrx Technology Invention.

Institute Rights. In the event Ambrx does not elect to pursue an action pursuant to Section 8.3(b), Institute shall have the sole right to pursue infringement at its sole expense other than any infringement of an Invention Patent with claims covering an Ambrx Technology Invention, and shall be entitled to any recovery therefrom. At Institute’s request, Ambrx will join any such Infringement Action as a party and will use commercially reasonable efforts to cause any applicable Third Party to join such Infringement Action as a party (all at Institute’s expense) if doing so is necessary for the purposes of establishing standing or is otherwise required by applicable law to pursue such action. Ambrx will provide to Institute reasonable assistance in such enforcement, at Institute’s request and expense, including joining such action as a party plaintiff if required by applicable law to pursue such action. In any such action, Ambrx will not be named as the first party to a lawsuit.

Additional Obligations

Limited Warranty.

Confidentiality and Publication

was already known to the Receiving Party or any of its Affiliates, other than under an obligation of confidentiality to the Disclosing Party, at the time of disclosure by the Disclosing Party;

was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party;

became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the Receiving Party in breach of this Agreement;

is subsequently disclosed to the Receiving Party or any of its Affiliates by a Third Party without obligations of confidentiality to the Disclosing Party with respect thereto; or

is subsequently independently discovered or developed by the Receiving Party or its Affiliate without the aid, application, or use of Confidential Information of the Disclosing Party.

filing or prosecuting Patents in accordance with Article 8;

regulatory filings and other filings with governmental authorities (including regulatory authorities), including filings with the U.S. Food and Drug Administration, as necessary for the development and/or commercialization of a Licensed Product, as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures will be taken to assure confidential treatment of such information;

prosecuting or defending litigation;

complying with applicable law, including regulations promulgated by securities exchanges;

disclosure to its Affiliates, employees, agents, independent contractors, licensors and any Sublicensees only on a need-to-know basis and solely in connection with the performance of this Agreement, provided that each disclosee must be bound by obligations of confidentiality and non-use at least equivalent in scope to and no less restrictive than those set forth in this Article 11 prior to any such disclosure; and

disclosure of the material terms of this Agreement, the state of development of Licensed Products, certain blinded data generated under this Agreement, in each case to any bona fide potential or actual investor, stockholder, investment banker, acquirer, merger partner or other potential or actual financial partner; provided that each disclosee must be bound by obligations of confidentiality and non-use at least equivalent in scope to and no less restrictive than those set forth in this Article 11 prior to any such disclosure.

Term and Termination

Upon the expiration of this Agreement, or upon a termination of this Agreement, each Party shall perform all obligations incurred up to the date of said expiration or termination, and the Parties shall continue to abide by their non-disclosure obligations described in Section 11.

Any licenses in effect as a result of exercises of Options hereunder shall remain in full force and effect and Ambrx shall be obligated to make payments to Institute as set forth in Article 7 and Sections 6, 8, 9 (excluding Section 9.1), 10, and this Section 12.4 shall survive and apply after expiration or termination of this Agreement.

Ambrx shall have the right to continue to consider and/or validate any Invention and related Information which have not been considered and validated prior to the expiration or termination of this Agreement. Until the Option Period has expired with respect to any such remaining Inventions, Articles 5, 7, 8, 9 and 10 and Sections 4.5, 6.1 and 6.2 of this Agreement shall remain in full force and effect with respect to such Inventions.

Ambrx’s right to license an Invention and related Information continues in perpetuity following the expiration or termination of this Agreement, subject to compliance with the terms (including the payment terms) set forth in this Agreement.

In the event of termination of the Research Program Term prior to the expiration of eighteen (18) months following the Effective Date, Ambrx shall continue to make the quarterly Research Funding Payments set forth in Section 7.1 through the remainder of the eighteen (18) month period; provided, that no such Research Funding Payments shall be made if Ambrx terminates this Agreement pursuant to Section 12.2 as a result of an uncured Institute default; provided further, that only the Research Funding Payments set forth in Section 12.3(ii) shall be made if Ambrx terminates this Agreement pursuant to Section 12.3.

Any licenses in effect pursuant to Section 6.3 shall remain in full force and effect and Institute shall be obligated to make payments to Ambrx as set forth therein and Articles 8, 9 (excluding Section 9.1), 10, and this Section 12.4 shall survive and apply after expiration or termination of this Agreement.

Notwithstanding anything to the contrary, the following provisions shall survive and apply after expiration or termination of this Agreement: Sections 3.5, 3.7, and 3.8 and Articles 1 (to the extent necessary to interpret other surviving sections), 13 and 14. All provisions not surviving in accordance with this Section 12.4 shall terminate upon expiration or termination of this Agreement and be of no further force and effect.

Assignment; Successors

General Provisions

If a Party intends to begin an ADR to resolve a dispute, after an initial 30 day waiting period after any such dispute arises in which the relevant parties shall work reasonably and in good faith to amicably resolve the dispute without resorting to this article, such Party shall provide written notice (the “ADR Request”) to counsel for the other Party informing such other Party of such intention and the issues to be resolved. From the date of the ADR Request and until such time as any matter has been finally settled by ADR, the running of the time periods contained in Section 12.2 as to which party must cure a breach of this Agreement shall be suspended as to the subject matter of the dispute.

Within thirty (30) business days after the receipt of the ADR Request, the other Party, may, by written notice to the counsel for the party initiating ADR, add additional issues to be resolved.

Arbitrator. To the extent that the Parties cannot agree on a single arbitrator, the arbitration shall be conducted by a panel of three arbitrators (the “Panel”). Each Party to the dispute shall have the right to appoint one (1) member of the Panel, with the third member to be mutually agreed by the two Panel members appointed by the Parties or appointed in accordance with the rules of the American Arbitration Association (if there are only two parties to the dispute). All panel members shall be selected from a pool of independent arbitrators. Each Party shall make its appointment within twenty (20) days of receipt of the ADR request and the third panel member shall be selected by the two panel members within ten (10) days of the selection of the first two panel members (if applicable).

Proceedings. The Parties will cooperate in good faith in the voluntary, prompt and informal exchange of non-privileged documents and other information relevant to the ADR. The Parties and the Panel will make every effort to conclude the information exchange process within ninety (90) days after the Panel is selected. Within seven (7) days after selection of the Panel, each Party may serve on any other Party up to ten (10) interrogatories (or a number otherwise set by the arbitrators), without subparts, for the purpose of identification of documents and witnesses. These interrogatories will be answered within seven (7) days.

Award. The Panel is empowered to award any remedy allowed by law, including money damages, multiple damages, prejudgment interest and attorney’s fees, and to grant final, complete, interim, or interlocutory relief, including injunctive relief. Notwithstanding the foregoing, punitive damages may not be awarded and express terms of this Agreement may not be altered.

Costs. Except as set forth in Section 14.4(b), above, each Party shall bear its own legal fees.

Confidentiality. The ADR proceeding shall be confidential and the Panel shall issue appropriate protective orders to safeguard each Party’s Confidential Information. Except as required by law, including applicable securities law, no Party shall make (or instruct the panel to make) any public announcement with respect to the proceedings or decision of the Panel without prior written consent of each other Party. The existence of any dispute submitted to ADR, and the award, shall be kept in confidence by the Parties and the Panel, except as required in connection with the enforcement of such award or as otherwise required by applicable law.

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Chief Business Officer

VP Operations