CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. RESEARCH COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT

Exhibit 10.5

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

RESEARCH COLLABORATION

AND EXCLUSIVE LICENSE AGREEMENT

THIS RESEARCH COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT (this “Agreement”), effective as of April 1, 2013 (the “Effective Date”), by and between AGENSYS, INC., a corporation organized and existing under the laws of the State of California (“Agensys”) and AMBRX, INC., a corporation organized and existing under the laws of the State of Delaware (“Ambrx”).

RECITALS:

WHEREAS, Ambrx has developed Ambrx Know-How (as hereinafter defined) and has rights to Ambrx Patent Rights (as hereinafter defined);

WHEREAS, Agensys, together with its Affiliates (as hereinafter defined), is a biotechnology company engaged in research, development, and commercialization of human therapeutic and diagnostic products.

WHEREAS, Agensys and Ambrx desire to enter into a research collaboration to identify and optimize candidate Antibody Drug Conjugates (as hereinafter defined) which are developed against one or more of the Targets (as hereinafter defined), using, among other things Ambrx’s ReCODE™ Technology (as hereinafter defined) and/or EuCODE™ Technology (as hereinafter defined), upon the terms and conditions set forth herein; and

WHEREAS, Agensys desires to obtain a license under the Ambrx Patent Rights and Ambrx Know-How upon the terms and conditions set forth herein, and Ambrx desires to grant such a license, in order to research, develop, make, have made, use, sell, offer for sale, export and import Compounds (as hereinafter defined) and Products (as hereinafter defined) for the diagnosis, prevention or treatment of any and all human diseases and human conditions in the Territory (as hereinafter defined).

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

Unless specifically set forth to the contrary herein, the following terms shall have the respective meanings set forth below:

Compound against such Target is continued beyond the achievement of the Research Milestone through the initiation of an IND-Enabling Pharmacology and Toxicology Study for such Target; provided however, such Active Selected Targets may be replaced or new Active Selected Targets added pursuant to Section 2.1.3 such that a maximum of four (4) Targets are Research Stage Targets at any one time during the Research Term. As of the Effective Date, the Active Selected Targets are Target 1, Target 2 and Target 3; following the Effective Date, the Active Selected Targets shall be determined as set forth in Section 2.1.3. For clarity, once a given Target becomes an Open Terminated Target, it shall not longer be considered a “Target”, “Active Selected Target” or “Commercial Target” for purposes of this Agreement. In addition, once an IND-Enabling Pharmacology and Toxicology Study is initiated for a Compound directed to an Active Selected Target, such Target shall thereafter be considered a “Commercial Target.”

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incorporated in a Compound shall be subject to the terms and conditions of this Agreement.

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matter, data, inventions, know-how (including any Ambrx Payload Technology) and/or trade secrets, patentable or otherwise, which (i) are Controlled by Ambrx as of the Effective Date or during the Research Term, (ii) are not generally known or available and (iii) Ambrx chooses to make available for use by Agensys in connection with the performance of activities under the Research Program. For clarity, the Ambrx Background Know-How shall include all know-how under the ReCODE™ Technology and all know-how under the EuCODE™ Technology. Notwithstanding the foregoing, “Ambrx Background Know-How” shall exclude (x) the Ambrx Collaboration Information and Inventions and (y) Ambrx’s rights in Joint Collaboration Information and Inventions.

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hereunder or to which any of the Parties or their respective Affiliates in carrying out the activities hereunder is subject, and shall include all statutes, enactments, acts of legislature, laws, ordinances, rules, regulations, notifications, guidelines, policies, directions, directives and orders of any statutory authority, tribunal, board, or court or any central or state government or local authority or other governmental entity in such jurisdictions, including the Act.

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by one Party to the other Party prior to or in connection with this Agreement. The Parties acknowledge having entered into a Non-Disclosure Agreement as of 06-October-2010 and agree that upon the Effective Date such Non-Disclosure Agreement shall be superseded by the Confidentiality / Non-Disclosure obligations of this Agreement.

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Product in such country), excluding, however, any sale or other distribution for use in a Clinical Trial or for compassionate or similar use. For clarity, First Commercial Sale shall be determined on a Product-by-Product and country-by-country basis.

***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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(iii) an Active Selected Target, Commercial Target, Agensys Antibody(ies), Compound or Product (or specifically related to, or applicable to, an Active Selected Target, Commercial Target, Compound, Agensys Antibody(ies) or Product).

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Any individual items that are estimated and deducted in calculating Net Sales shall be periodically (but at least on a Calendar Quarter basis) trued up and adjusted by Agensys consistent with its customary practices and in accordance with generally accepted accounting principles (“GAAP”). Any deductions subsequently reversed shall be included in Net Sales for the royalty period in which such deductions are reversed. The calculation of Net Sales hereunder shall be in accordance with GAAP and Agensys’ and/or its Affiliates’ customary accounting policies, applied consistently across periods.

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With respect to sales of Combination Products, Net Sales shall be calculated on the basis of the gross invoice price of Product(s) containing the same strength of Compound sold without other active ingredients. In the event that Product is sold only as a Combination Product, Net Sales shall be calculated on the basis of the gross invoice price of the Combination Product multiplied by a fraction, the numerator of which shall be the inventory cost of Compound in the Product and the denominator of which shall be the inventory cost of all of the active ingredients in the Combination Product. Inventory cost shall be determined in accordance with Agensys’ and/or its Affiliates’ customary accounting policies, applied consistently across periods. The deductions set forth in paragraphs (a) through (g) above will be applied in calculating Net Sales for a Combination Product. In the event that Product is sold only as a Combination Product and either Party reasonably believes that the calculation set forth in this Paragraph does not fairly reflect the value of the Product relative to the other active ingredients in the Combination Product, the Parties shall negotiate, in good faith, other means of calculating Net Sales with respect to Combination Products.

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sequence of the Antibody comprising such compounds against a Target using ReCODE^TM Technology.

***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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fragments and naturally occurring homologs and other naturally occurring derivatives thereof.

***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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General (OIG) website, including 42 U.S.C. 1320a-7(a) (▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇.▇▇▇); (2) identified in the OIG List of Excluded Individuals/Entities (LEIE) database (▇▇▇▇://▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇.▇▇▇/) or the U.S. General Services Administration’s list of Parties Excluded from Federal Programs (▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇); or (3) listed by any US Federal agency as being suspended, debarred, excluded or otherwise ineligible to participate in Federal procurement or non-procurement programs, including under 21 U.S.C. 335a (▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇/▇▇▇▇▇▇▇▇▇▇_▇▇▇/▇▇▇▇▇/) (each of (1), (2) and (3) collectively the “Exclusions Lists”).

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ARTICLE 2

RESEARCH PROGRAM

If Agensys wishes, in its sole discretion but pursuant to the procedure set forth in this Section 2.1.3(a), or under agreement by the JPT, to replace a Research Stage Target with another Target, it shall provide written notice to Ambrx of the

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proposed new Research Stage Target (the “New Target Notice”). Within thirty (30) days of receipt of the New Target Notice, Ambrx shall provide written notice to Agensys that such new Research Stage Target may proceed as part of the Research Program. If Ambrx has a contractual or strategic limitation on accepting the new Target as an Active Selected Target or Commercial Target hereunder or if Ambrx reasonably believes that the Target is not directed to the Field, the JPT shall decide whether to permit such new Target as an Active Selected Target. A contractual limitation shall consist of an executed material transfer agreement or license agreement with a Third Party with respect to such new Target; a strategic limitation shall consist solely of an active internal Ambrx program⁴ at the time of receipt of the New Target Notice. If Ambrx has a contractual or strategic limitation on accepting the new Target, Agensys may propose an alternate new Target. Upon acceptance of the new Research Stage Target, the JPT shall amend the Research Plan to include such new Target to set forth the proposed research activities for such new Target.

For purposes of this Section 2.1.3(a), “Valid Scientific Reasons,” with respect to a Research Stage Target, shall be valid scientific and/or technical data available during the Research Term, whether generated pursuant to the Research Program or by a Third Party, specifically not including commercial reasons or decisions or any strategic decision by Agensys related to such Target or the Field.

If Agensys wishes to propose additional Research Stage Target(s) pursuant to this Section 2.1.3(b), it shall provide written notice to Ambrx of the additional Active Selected Target(s) (the “Additional Target Notice”). Within thirty (30) days of receipt of the Additional Target Notice, Ambrx shall provide written notice to Agensys and to the JPT that such new Research Stage Target may proceed as part of the Research Program. If Ambrx has a contractual or strategic limitation on accepting the new Target as an Active Selected Target or Commercial Target hereunder or if Ambrx reasonably believes that the Target is not directed to the Field, the JPT shall decide whether to permit such new Target as an Active Selected Target. A contractual limitation shall consist of an executed material

***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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transfer agreement or license agreement with a Third Party with respect to such new Target; a strategic limitation shall consist solely of an active internal Ambrx program (see, 2.1.3(c)) at the time of receipt of the Additional Target Notice. If Ambrx has a contractual or strategic limitation on accepting the new Target, Agensys may propose an alternate new Target. Upon acceptance of the new Active Selected Target(s), the JPT shall amend the Research Plan to include such new Active Selected Target(s) to set forth the proposed research activities for such new Active Selected Target(s).

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(x) Ambrx agrees in writing or (y) Agensys agrees to fund such additional expense (which may include FTEs and Third Party Costs, as applicable, in accordance with Section 5.2).

***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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person or entity so debarred promptly remove such person or entity from performing any Research Program activities, function or capacity related to the Research Program.

Ambrx shall apply the research funding it receives from Agensys under this Agreement to carry out its Research Program activities in accordance with the Research Plan and the terms and conditions of this Agreement.

The Parties hereby establish a JPT to facilitate the Research Program as follows:

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from time to time, in its sole discretion, effective upon notice to the other Party of such change. These representatives shall have appropriate technical credentials, experience and knowledge, and ongoing familiarity with the Research Program. Additional representatives or consultants may from time to time, by mutual consent of the Parties, be invited to attend JPT meetings, subject to such representative’s or consultant’s written agreement to comply with the requirements of Section 4.1. The JPT shall be chaired by a representative of Agensys (or its Affiliate), who shall prepare written initial draft minutes of all JPT meetings within thirty (30) days following such meetings, and shall circulate such minutes to the JPT members. Ambrx shall provide written comments within twenty (20) days of receipt from Agensys. Final minutes shall be ratified at the next JPT meeting. Decisions of the JPT shall be made unanimously by the representatives, with each Party having a single vote. In the event that the JPT cannot or does not, after good faith efforts, reach agreement on an issue, the issue will be communicated to the President of Agensys and the CEO of Ambrx, who shall endeavor to facilitate a resolution of such issue. If the Parties have not resolved such issue within fifteen (15) business days following the communication of the issue to them, then such matter shall be subject to dispute resolution pursuant to Section 10.6). Except as agreed by the Parties in the Research Plan or an MTA, each Party shall bear its own expenses related to the attendance of such meetings by its representatives.

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matters under the Research Program, and to discuss matters related to Agensys Background Know-How, Agensys Patent Rights, Ambrx Background Know-How and Ambrx Patent Rights, which a Party proposed to make available or has made available for use in connection with performance of activities under the Research Program, and to discuss other relevant Third Party intellectual property rights, (ix) to review and advise on any budgetary, economic, and business matters relating to the Research Program (including to allocate resources across the projects and to determine the number of FTEs needed to conduct the Research Program activities), and (x) ratifying prior JPT minutes.

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responsible for all EuCODE™ Modification activities and ReCODE™ Modification activities involving the use or application of EuCODE™ Technology or ReCODE™ Technology under the Research Plan during the Research Term.

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without bias in accordance with good scientific practices; and (iv) all data and results are being stored securely and can be easily retrieved. Each Party agrees that it shall carry out the Research Program so as to collect and record any data generated therefrom in a manner consistent with the foregoing requirements.

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Inventions that relate to an Improvement to Agensys Payload Technology, shall be solely owned by Agensys; and

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Inventions and Patent Rights directed thereto for any and all purposes without the need to account to the other (subject, in all cases, to any other applicable terms of this Agreement, including 2.10, 3.1.1 and ARTICLE 5, in each case, to the extent applicable); provided, however, that for clarity, the foregoing joint ownership rights with respect to Joint Collaboration Information and Inventions and Patent Rights directed thereto shall not be construed as granting, conveying or creating any license or other rights to the other Party’s intellectual property, unless otherwise expressly set forth in this Agreement; provided further, that Agensys shall not be permitted to use and/or sublicense Joint Collaboration Information and Inventions and Patent Rights directed thereto in conjunction with any Target which has been an Active Selected Target at any point during the Research Term. For the sake of clarity, the intention of the Parties is to preclude Agensys from utilizing Joint Collaboration Information and Inventions and Patent Rights directed thereto on any Antibody which binds a Target that was previously an Active Selected Target during the Research Term.

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solely to the extent such amounts were incurred and/or constitute an irrevocable obligation to pay prior to the expiration or termination of the Research Program and are required to be paid by Agensys in accordance with this Agreement), as the case may be. In addition, each Party shall return or cause to be returned to the other Party all Materials provided by the other Party under the Research Program (provided, however, that each Party may retain any Materials as are reasonably necessary for such Party’s continued practice under any licenses which survive the termination of the Research Term).

Each Party shall provide the other with sufficient quantities of its research materials to conduct the activities under the Research Program as set forth in the Research Plan or as otherwise determined by the JPT (“Materials”, provided that for clarity, Compounds shall not be considered “Materials”), which Materials shall be used solely for the purpose of enabling the Parties to perform their respective activities under the Research Program in accordance with the terms of this Agreement. The Materials are not to be used in humans, nor shall any of the Materials, or any derivatives, analogs, modifications or components thereof, be transferred, delivered or disclosed to any Third Party (other than to permitted subcontractors hereunder in accordance with Section 2.2.3) without the prior written approval of the delivering Party. Any unused Materials and any derivatives, analogs, modifications or components thereof shall be, at the delivering Party’s option, either returned or destroyed in accordance with instructions given by the delivering Party. All such destruction shall be in accordance with Applicable Laws. Further, THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE MATERIALS WILL NOT INFRINGE OR VIOLATE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY.

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activities with respect to any program which is in existence as of the date on which a Target is nominated as a Research Stage Target.

Notwithstanding the foregoing, in the event that this Agreement expires or is terminated with respect to all Products for a particular Target in accordance with ARTICLE 8, then Section 2.10.1 shall not apply with respect to such Target.

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a Compound, during the Research Term, Agensys may, by written notice to Ambrx, nominate Back-up Compounds directed to the same Target to be pursued in the event that the lead Compound does not merit continued development. Any research activities conducted by Agensys pursuant to the identification of Back-up Compounds shall not be deemed activities directed to an Active Selected Target. If Agensys does not nominate one or more Back-up Compounds during the Research Term, no such Back-up Compounds may be nominated or pursued pursuant to the licenses granted hereunder thereafter.

***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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ARTICLE 3

LICENSE; DEVELOPMENT AND COMMERCIALIZATION

Research Program Licenses

Development, Manufacturing and Commercialization Licenses

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Research Program Licenses

During the Term, Ambrx shall not assign, transfer, convey or otherwise grant to any Person, or otherwise encumber (including through lien, charge, security interest, mortgage, encumbrance or otherwise), any rights to any Ambrx Know-How or Ambrx Patent Rights (or any rights to any intellectual property that would otherwise be included in the Ambrx Know-How or Ambrx Patent Rights) in any manner that is inconsistent with or would interfere with the exercise of the rights or licenses granted to Agensys hereunder.

Except as specifically and expressly set forth in this Agreement, neither Party shall acquire any license or other intellectual property interest, by implication or otherwise, in any Confidential Information disclosed to it under this Agreement, know how or under any patents or patent applications owned or Controlled by the other Party or its Affiliates.

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With respect to any sublicense to a Third Party, the following shall apply: (i) Agensys shall ensure that each of its Third Party sublicensees is bound by a written agreement that is consistent with, and subject to the applicable terms and conditions of, this Agreement, (ii) Agensys shall be responsible for ensuring that the performance by any of its Third Party sublicensees that are exercising rights under a sublicense of the licenses granted by Ambrx to Agensys under this Agreement is in accordance with the applicable terms of this Agreement with respect to the applicable activities to be performed by such sublicensee, and the grant of any such sublicense shall not relieve Agensys of its obligations under this Agreement, except to the extent they are performed by any such sublicensee(s) in accordance with this Agreement and (iii) promptly following the execution of each sublicense with a Third Party as provided in this Section 3.4.1, Agensys shall provide Ambrx with a copy of such sublicense agreement; provided that the financial terms of any such sublicense agreement may be redacted.

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Section 3.4.2, Ambrx shall provide Agensys with a copy of such sublicense agreement; provided that the financial terms of any such sublicense agreement may be redacted.

Upon expiration of the Research Term, and once per year thereafter until the First Commercial Sale of a Product, Agensys shall provide Ambrx with a written report that summarizes the development progress and plans for such Product and the related Compound.

In addition to the provisions of ARTICLE 6 hereof, the obligations of Agensys with respect to any Product under Section 3.5.1 are expressly conditioned upon the continuing

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absence of any adverse condition or event relating to the safety or efficacy of the Product, and the obligation of Agensys to develop or commercialize any such Product may be delayed or suspended so long as in Agensys’ reasonable, good-faith opinion any such condition or event exists.

ARTICLE 4

CONFIDENTIALITY AND PUBLICATION

All Confidential Information disclosed by one Party to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Confidential Information:

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Any combination of features or disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party.

If a Party is required by judicial or administrative process to disclose Confidential Information that is subject to the non-disclosure provisions of this Section 4.1, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 4.1, and the Party disclosing Confidential Information pursuant to Applicable Law or court order shall take all steps reasonably necessary, including obtaining an order of confidentiality, to ensure the continued confidential treatment of such Confidential Information.

Agensys and Ambrx each acknowledge the other Party’s interest in publishing the results of its research in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, except for disclosures permitted pursuant to Section 4.1, either Party, its employees or consultants wishing to make a publication with respect to the research under the Research Program hereunder shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least sixty (60) days prior to submission for publication or presentation. The reviewing Party shall have the right (a) to propose modifications to the publication or presentation for patent reasons,

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trade secret reasons or business reasons or (b) to request a reasonable delay in publication or presentation in order to protect patentable information. If the reviewing Party requests a delay, the publishing Party shall delay submission or presentation for a period of one hundred and twenty (120) days to enable patent applications protecting each Party’s rights in such information to be filed in accordance with ARTICLE 7 below. Upon expiration of such one hundred and twenty (120) days, the publishing Party shall be free to proceed with the publication or presentation. If the reviewing Party requests modifications to the publication or presentation, the publishing Party shall edit such publication to prevent disclosure of trade secret or proprietary business information prior to submission of the publication or presentation.

No disclosure of the existence, or the terms, of this Agreement may be made by either Party, and neither Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by Applicable Law or as permitted pursuant to Section 4.1; provided that in the event disclosure is required by Applicable Law, the disclosing Party shall use good-faith efforts to give the non-disclosing Party an opportunity, with reasonable advance notice, to review and comment on any proposed disclosure. Notwithstanding the foregoing, Ambrx shall have the right to issue a press release regarding the execution of this Agreement, which press release shall be in a form agreed to by the Parties in writing in advance of the issuance of such press release. Disclosure of Confidential Information for which consent has previously been obtained will not require advance approval.

Notwithstanding the foregoing, Agensys shall have the right to publish the results or summaries of results of any clinical trials conducted hereunder with respect to a Product on Agensys’ clinical trial register, if applicable.

Each Party shall be entitled to seek, in addition to any other right or remedy it may have, at law or in equity, a temporary injunction, without the posting of any bond or other security, enjoining or restraining the other Party from any violation or threatened violation of this ARTICLE 4.

ARTICLE 5

PAYMENTS; ROYALTIES AND REPORTS

In consideration for Ambrx’s performance of its obligations under the Research Program, the licenses granted herein under the Ambrx Patent Rights and Ambrx Know-How and

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the provision by Ambrx of availability of at least four (4) FTEs for the first twelve (12) months of the Research Term, upon the terms and conditions contained herein, Agensys shall pay to Ambrx, within fifteen (15) days following the Effective Date, an upfront payment in the amount of Fifteen Million Dollars ($15,000,000), which shall be non-refundable and non-creditable.

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shall not be entitled to reimbursement for) any other costs, including any costs in excess of such agreed upon amount or any costs not directly related to the performance of activities under the Research Plan or any costs not approved by the JPT.

The amount of any Third Party MTA Research Costs which will be reimbursed by Agensys shall be agreed by the JPT. At the end of each Calendar Quarter during the Research Term, Ambrx shall invoice Agensys for the Third Party MTA Research Costs incurred during such Calendar Quarter. Agensys shall pay such invoiced amounts within thirty (30) days of receipt of the invoice. For clarity, Ambrx shall be solely responsible for (and shall not be entitled to reimbursement for) any Third Party costs in connection with the MTA not agreed by the JPT.

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as otherwise expressly approved in writing by the JPT. In all events Ambrx shall be entitled to receive payment for at least two (2) FTEs in a given Calendar Quarter.

***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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[***] For clarity, each of the foregoing Development/Commercial Milestones in this Section 5.3.2 shall be payable only one (1) time for a given Commercial Target upon the initial achievement of the applicable Development/Commercial Milestone and no amounts shall be due hereunder for subsequent or repeated achievement of such Development/Commercial Milestone for such Commercial Target (e.g., achievement of the same Development/Commercial Milestones for separate Compounds or Products for such Commercial Target would not trigger separate Development/Commercial Milestone payments). In addition, in the event that a prior Research Milestone or Development Milestone has not been paid for a given Commercial Target, and a subsequent Development Milestone is achieved for such Commercial Target, then all such unpaid prior Research Milestones and Development Milestones for such Commercial Target shall be paid simultaneously with the payment of such subsequent Development/Commercial Milestone which is achieved (by way of example, (i) if Development Milestone 2 is achieved for a given Target and the Research Milestone or Development Milestone 1 has not been paid with respect to such Target, then such Research Milestone and Development Milestone 1 shall be paid simultaneously with the payment of Development Milestone 2, and (ii) if [***], and so on with respect to each of the Development/Commercial Milestones of a given Target); provided, however, that in all cases, the Research Milestones and all Development/Commercialization Milestones shall be payable only one (1) time for a given Commercial Target.

***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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For clarity, each of the foregoing milestones in this Section 5.3.3 shall be payable only one (1) time for each such Commercial Target upon the initial achievement of the applicable milestone and no amounts shall be due hereunder for subsequent or repeated achievement of such milestone.

The foregoing royalty tiers shall be determined on a Target-by-Target basis. As a result, for purposes of determining the foregoing royalty tiers under this Section 5.4.2, Net Sales of all Royalty Products for a given Target shall be aggregated, subject to Section 5.4.6. If a given Product could be used for more than one Target, then Net Sales of such Product shall only be used to determine royalties for one (1) Target as determined by Agensys. For clarity, (x) only Net Sales of those Royalty Products for a given Target for which a royalty is payable in a given country in a given Calendar Year under this Section 5.4.2 or Section 5.4.3, as applicable shall be included in determining such tiers and (y) Net Sales of Royalty Products for a given Target will not be combined with Net Sales of

***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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Royalty Products for any other Target for purposes of determining the foregoing royalty tiers.

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country as provided in Section 5.4.2 or 5.4.3, as applicable, shall be reduced by [***]. For purposes of this Section 5.4.4, “Biosimilar” shall mean an antibody drug conjugate with primary activity to the same Target as the applicable Product that has a payload technology that uses the same mechanism of action and is conjugated to the Antibody in a site specific fashion to a non-natural amino acid.

***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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milestone payments) actually paid under such Additional Third Party Licenses by Agensys or its Related Parties for the manufacture, use or sale, as applicable, of such Compound or Product in a country for a given Calendar Quarter shall be creditable against the royalty payments due Ambrx by Agensys with respect to the sale of such Compound or Products in such country; provided, however, that patent or know-how licenses relating to (i) formulation technology, (ii) delivery device technology or (iii) manufacturing process used in the manufacture of the Compounds and/or Products (in each case, of (i), (ii) and/or (iii), as applicable, not related to any Ambrx Know-How or Ambrx Patent Rights) shall not constitute Additional Third Party Licenses for purposes of this Section 5.4.7.

During the Term following the First Commercial Sale of a Product, Agensys shall furnish to Ambrx a quarterly written report for the Calendar Quarter showing the Net Sales of all Royalty Products subject to royalty payments sold by the Related Parties in the Territory during the reporting period and the royalties payable under this Agreement. Reports shall be due on the forty-fifth (45th) day following the close of each Calendar Quarter. Royalties shown to have accrued by each royalty report shall be due and payable on the date such royalty report is due. the Related Parties shall keep complete and accurate records in sufficient detail to enable the royalties payable hereunder to be determined.

***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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correct or incorrect and the amount of any discrepancy. No other information shall be provided to Ambrx.

All payments to be made by Agensys to Ambrx under this Agreement shall be made in United States dollars and may be paid by bank wire transfer in immediately available funds to such bank account in the United States as may be designated in writing by Ambrx from time to time. In the case of sales outside the United States, the rate of exchange to be used in computing the monthly amount of currency equivalent in United States dollars due Ambrx shall be made at the average T.T.M. rate published by the Bank of Tokyo Mitsubishi UFJ, Ltd. in Japan for the first and last Business Day of the applicable reporting period for the payment due, consistent with Agensys’ normal practices.

***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

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Ambrx shall be liable for all income and/or other taxes (including interest) imposed upon any payments (“Payments”) made by Agensys to Ambrx under this ARTICLE 5 (“Taxes”). In the event Applicable Laws require withholding of Taxes, Agensys shall make such withholding payments and shall subtract the amount thereof from the Payments. Agensys shall submit appropriate proof of payment of the withheld Taxes to Ambrx and shall provide Ambrx with the official receipts within a reasonable period of time. Agensys shall provide Ambrx reasonable assistance necessary to establish that Ambrx is entitled to retain the full amount of any Payments under the Agreement.

Notwithstanding the provisions of Section 5.4.7, and except as otherwise agreed by the Parties in writing, Ambrx shall be solely responsible for obtaining and satisfying all licenses, costs and payments of any kind (including all upfront fees, annual payments, milestone payments and royalty payments) (i) arising under any license or other grant of rights from a Third Party to Ambrx, including under the Scripps License, which payments arise as a result of any activities hereunder and/or (ii) otherwise arising as a result of the use of Ambrx’s proprietary platform technology (including ReCODE™ Technology and/or EuCODE™ Technology and/or Ambrx Payload Technology) as contemplated hereunder.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES; COVENANTS

Each Party represents and warrants to the other Party the following as of the Effective Date:

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hereunder will not (i) in any material respect violate any statute, regulation, judgment, order, decree or other restriction of any governmental authority to which such Party is subject, (ii) violate any provision of the corporate charter, by-laws or other organizational documents of such Party, or (iii) constitute a material violation or breach by such Party of any provision of any material contract, agreement or instrument to which such Party is a party or to which such Party may be subject although not a party (including, with respect to Ambrx, the Scripps License).

Ambrx represents and warrants to Agensys the following as of the Effective Date:

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intellectual property (including all Patent Rights) and all fields) are not reduced or limited in any manner that would adversely affect Agensys’ rights under this Agreement; (b) it will not assign (except an assignment to a party to which this Agreement has been assigned as permitted under Section 10.2), amend, restate, amend and restate, terminate in whole or in part, or otherwise modify the Scripps License in any manner that would adversely affect Agensys’ rights or obligations hereunder without the prior written consent of Agensys; and (c) it will provide Agensys with prompt notice of any claim of a material breach under the Scripps License or notice of termination of the Scripps License, made by either Ambrx or the counterparty to the Scripps License (or any party acting on behalf of such counterparty) which would reasonably be expected to have an adverse effect on Agensys’ rights or obligations hereunder. For the purposes of clarity, Ambrx (and not Agensys) shall be responsible for all of the financial and other obligations of Ambrx (and/or any of its Affiliates) to the counterparty under the Scripps License, including any and all financial obligations to such counterparty with respect to Net Sales of Agensys and its Related Parties.

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counterparty) which would reasonably be expected to have an adverse effect on Agensys’ rights or obligations hereunder.

EACH PARTY HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREIN NOT EXPRESSLY MADE IN THIS AGREEMENT TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, INCLUDING WITH RESPECT TO THE COMPOUNDS, PRODUCTS, OR ANY TECHNOLOGY OR OTHER INTELLECTUAL PROPERTY LICENSED OR GRANTED UNDER THIS AGREEMENT, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. FOR THE AVOIDANCE OF DOUBT, NOTHING CONTAINED IN THIS SECTION 6.4 SHALL OPERATE TO LIMIT OR INVALIDATE ANY EXPRESS WARRANTY CONTAINED HEREIN OR ANY IMPLIED WARRANTY OF GOOD FAITH AND/OR FAIR DEALING.

ARTICLE 7

PATENT PROVISIONS

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reasonably necessary for Ambrx to continue such prosecution or maintenance of Patent Rights claiming such Joint Collaboration Information and Invention. Ambrx shall, in its sole discretion, have a right to choose external counsel to assist in the procurement and maintenance of such Joint Collaboration Information and Inventions; provided that Ambrx’s choice of counsel will not present a conflict of interest for Agensys.

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Brazil, and with the European Patent Office (including but not limited to all National Phase filing costs and fees) for such Joint Collaboration Information and Inventions; Agensys shall be responsible for the costs of filing patent applications and procuring and maintaining Patent Rights for such Joint Collaboration Information and Inventions in all other jurisdictions in the Territory. In light of the foregoing, if, pursuant to Section 7.1.1, Agensys elects not to file or elects not to file in a particular country and Ambrx elects to file and maintain Patent Rights on such Joint Collaboration Information and Inventions, then Ambrx shall solely pay 100% of the costs to file and maintain said Patent Rights in the elected country(ies).

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invalidation, reissue, derivation, cancellation, revocation, nullification, post-grant review, reexamination or any other official proceeding (each, a “Post Grant Proceeding”) relating to any Ambrx Patent Rights claiming any Ambrx Collaboration Information and Invention or any Joint Collaboration Information and Invention for which Ambrx is the filing party pursuant to Section 7.1. Agensys and Ambrx shall thereafter consult and cooperate fully to determine a course of action with respect to any such proceeding and Agensys shall have the right to review and approve any submission to be made in connection with such proceeding.

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but not limited to, the commencement of legal action by either or both Agensys and Ambrx, to terminate any infringement of such Ambrx Patent Rights or any misappropriation or misuse of such Ambrx Collaboration Information and Invention, as applicable. However, Ambrx, upon notice to Agensys, shall have the first right to initiate and prosecute such legal action at its own expense and in the name of Ambrx, or to control the defense of any declaratory judgment action relating to such Ambrx Patent Rights or such Ambrx Collaboration Information and Inventions, as applicable, and Agensys, upon notice to Ambrx, shall have the first right to initiate and prosecute such legal action at its own expense and in the name of Agensys, or to control the defense of any declaratory judgment action relating to such Ambrx Patent Rights or such Ambrx Collaboration Information and Inventions, as applicable. To the extent permissible by Applicable Law, the non-controlling Party shall have the right to join and participate in such action. Each Party shall promptly inform the other Party if it elects not to exercise such first right and the other Party shall thereafter have the right to either initiate and prosecute such action or to control the defense of such declaratory judgment action in its name and, if necessary, the name of the first Party. Each Party shall have the right to be represented by counsel of its own choice.

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costs and expenses incurred in connection with the action;

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the sole right, in its discretion, to handle any certification matter regarding any Agensys Patent Rights pursuant to either 21 U.S.C. §§355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or its successor provisions, or any similar provisions in a country in the Territory, and Ambrx shall have no rights in connection therewith.

The Parties agree to cooperate and to take reasonable actions to maximize the protections available under the safe harbor provisions of 35 U.S.C. 103(c) for U.S. patents/patent applications with respect to any patents/patent applications claiming any Collaboration Information and Invention. The Parties hereto shall provide reasonable assistance that either may reasonably request in obtaining patent term restoration or supplemental protection certificates or their equivalents in any country in the Territory where applicable to (i) Compound Patent Rights or (ii) other Ambrx Patent Rights claiming Collaboration Information and Inventions. In the event that elections with respect to obtaining such patent term restoration are to be made, Agensys shall have the right to make the election and Ambrx agrees to abide by such election.

ARTICLE 8

TERM AND TERMINATION

This Agreement shall be effective as of the Effective Date and unless terminated earlier pursuant to Section 8.2 below, this Agreement shall continue in full force and effect on a Product-by-Product and country-by-country basis until expiration of all Agensys royalty obligations hereunder with respect to such Product in such country. The period from the Effective Date until the date of expiration or earlier termination of this Agreement in its entirety, or as the case may be, until the date of the expiration or earlier termination of this Agreement in part with respect to a given Product on a country-by-country basis, shall be referred to herein as the “Term”.

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payments or other fees, costs or payments of any kind shall be owed to Ambrx on account of Products or country(ies) for which this Agreement was terminated, except as mutually agreed by the Parties in writing, and (iii) Ambrx shall, within thirty (30) days after the effective date of such termination, to return or cause to be returned to Agensys all Confidential Information and all Agensys substances or Agensys compositions delivered or provided by Agensys, as well as any other Agensys material provided by Agensys in any medium (provided, however, that Ambrx may retain any such Confidential Information, substances, compositions and/or material, as applicable, as are reasonably necessary for Ambrx’s continued practice under any licenses which survive such termination and Ambrx may keep one copy of Confidential Information received from Agensys in its confidential files for record purposes).

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fully exercise all of its rights and elections under the Code. The foregoing provisions of Section 8.4(d) are without prejudice to any rights Agensys may have arising under the Code or other Applicable Law.

ARTICLE 9

INDEMNIFICATION; LIMITATION ON LIABILITY

Agensys hereby agrees to indemnify, hold harmless and defend Ambrx, its Affiliates and their respective officers, directors, agents, employees, successors and assigns (collectively, the “Ambrx Indemnified Parties”) against any and all losses, costs, expenses, fees or damages arising out of or relating to claims, allegations, suits, actions or proceedings asserted by any Third Party, whether governmental or private, arising out of or relating to (i) the research, development, manufacture, use, sale or other disposition of Compounds and Products by Agensys or its Affiliates or sublicensees under this Agreement, (ii) the breach of any of Agensys’ covenants, representations or warranties under this Agreement, or (iii) the willful misconduct by Agensys, its Affiliates or their respective officers, directors, agents or employees, in performing any obligations under this Agreement; provided, however, that Agensys shall not be required to indemnify, hold harmless or defend any Ambrx Indemnified Party against any claim to the extent that

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Ambrx has an obligation to indemnify the Agensys Indemnified Parties under clauses (ii) or (iii) of Section 9.2.

Ambrx agrees to indemnify, hold harmless and defend Agensys, its Affiliates and their respective officers, directors, agents, employees, successors and assigns (collectively, the “Agensys Indemnified Parties”) against any and all losses, costs, expenses, fees or damages arising out of or relating to claims, allegations, suits, actions or proceedings asserted by any Third Party, whether governmental or private, arising out of or relating to (i) the research, development, manufacture, use or other disposition of Compounds and/or Products by Ambrx or its sublicensees under this Agreement, (ii) the breach of any of Ambrx’s covenants, representations or warranties under this Agreement, or (iii) the willful misconduct by Ambrx or its officers, directors, agents or employees, in performing any obligations under this Agreement; provided, however, that Ambrx shall not be required to indemnify, hold harmless or defend any Agensys Indemnified Party against any claim to the extent that Agensys has an obligation to indemnify the Ambrx Indemnified Parties under clauses (ii) or (iii) of Section 9.1.

If either Party is seeking indemnification under Section 9.1 or 9.2 (the “Indemnified Party”), it shall inform the other Party (the “Indemnifying Party”) of the claim giving rise to the obligation to indemnify pursuant to such Section as soon as reasonably practicable after receiving notice of the claim (provided, however, any delay or failure to provide such notice shall not constitute a waiver or release of, or otherwise limit, the Indemnified Party’s rights to indemnification under, as applicable, Section 9.1 or 9.2, except to the extent that such delay or failure materially prejudices the Indemnifying Party’s ability to defend against the relevant claims). The Indemnifying Party shall have the right to assume the defense of any such claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any claim or suit that has been assumed by the Indemnifying Party. The Indemnifying Party shall not settle any claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld. The Indemnified Party shall not settle or compromise any such claim without the prior written consent of the Indemnifying Party, which it may provide in its sole discretion. If the Parties cannot agree as to the application of Section 9.1 or 9.2 to any claim, pending resolution of the dispute pursuant to Section 10.6, the Parties may conduct separate defenses of such claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 9.1 or 9.2 upon resolution of the underlying claim.

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NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES (INCLUDING LOST PROFITS) ARISING FROM OR RELATING TO THIS AGREEMENT (INCLUDING BREACH OF THIS AGREEMENT) OR THE EXERCISE OF ITS RIGHTS HEREUNDER, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 9.4 IS INTENDED TO OR SHALL LIMIT OR RESTRICT (1) THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER SECTION 9.1 OR 9.2, OR (2) DAMAGES AVAILABLE FOR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER ARTICLE 4.

Each Party shall procure and maintain insurance, including product liability insurance (or self-insure), adequate to cover its obligations hereunder and which is consistent with normal business practices of prudent companies similarly situated at all times during which any Product or Reversion Product, as applicable, is being clinically tested with human subjects or commercially distributed or sold by such Party. It is understood that such insurance shall not be construed to create a limit of either Party’s liability with respect to its indemnification obligations under this ARTICLE 9 or otherwise. Each Party shall provide the other Party with written evidence of such insurance upon request. Each Party shall provide the other Party with written notice at least thirty (30) days prior to the cancellation, non renewal or material change in such insurance or self insurance which materially adversely affects the rights of the other Party hereunder.

ARTICLE 10

MISCELLANEOUS

Neither Party shall be held liable to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in performing any obligation under this Agreement to the extent that such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party, potentially including, embargoes, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, fire, floods, or other acts of God, or acts, omissions or delays in acting by any governmental authority or the other Party. The affected Party shall notify the other Party of such force majeure circumstances as soon as reasonably practical, and shall promptly undertake all reasonable efforts necessary to cure such force majeure circumstances.

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Except as provided in this Section 10.2, this Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the consent of the other Party. Notwithstanding the foregoing, either Party may, without the other Party’s consent, assign this Agreement and its rights and obligations hereunder in whole or in part to (i) an Affiliate or (ii) in connection with a Change of Control; provided, however, that Ambrx must notify Agensys at least twenty (20) days prior to completion of any such Change of Control, and Agensys shall have the right (in its discretion), at any time after receipt of such notice, to elect any one or more of the following options: (i) terminate the Research Program in compliance with Section 2.8.2 (and Ambrx shall reimburse Agensys for any uncredited fees paid by Agensys pursuant to the Research Program), (ii) require Ambrx, including its acquiring party, to adopt reasonable procedures to be agreed upon in writing with Agensys to prevent the disclosure of all Confidential Information of Agensys and its Affiliates and other information with respect to the development and commercialization of Compounds or Products (the “Sensitive Information”) beyond Ambrx personnel having access to and knowledge of Sensitive Information prior to the Ambrx Change of Control, and to control the dissemination of Sensitive Information disclosed after the Ambrx Change of Control, which procedures shall include reasonable restrictions on the scope of any Sensitive Information to be provided by Agensys; (iii) terminate Ambrx’s involvement on the JPT; and/or (iv) terminate the Agreement in its entirety pursuant to Section 8.2. Any permitted assignee shall assume all obligations of its assignor under this Agreement. This Agreement is binding upon the permitted successors and assigns of the Parties. Any attempted assignment not in accordance with this Section 10.2 shall be void.

If any one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, unless the absence of the invalidated provision(s) adversely affects the substantive rights of the Parties. The Parties shall in such an instance use their good faith efforts to replace the invalid, illegal or unenforceable provision(s) with valid, legal and enforceable provision(s) which, insofar as practical, implement the purposes of this Agreement.

All notices which are required or permitted hereunder shall be in writing and sufficient if delivered personally, sent by facsimile (and promptly confirmed by personal delivery, registered or certified mail or overnight courier), sent by nationally-recognized overnight courier or sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

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or to such other address(es) as the Party to whom notice is to be given may have furnished to the other Party in writing in accordance herewith. Any such notice shall be deemed to have been given: (a) when delivered, if personally delivered or sent by facsimile on a business day (or if delivered or sent on a non-business day, then on the next business day); (b) on the business day after dispatch, if sent by nationally-recognized overnight courier; or (c) on the fifth (5th) business day following the date of mailing, if sent by mail.

This Agreement shall be governed by and construed in accordance with the laws of the State of California and the patent laws of the United States, without reference to any rules of conflict of laws or renvoi.

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Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”), and judgment on the arbitration award may be entered in any court having jurisdiction thereof.

This Agreement together with the Schedules hereto contains the entire understanding of the Parties with respect to the subject matter hereof, including the Research Program and

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the licenses granted hereunder. Any other express or implied agreements and understandings, negotiations, writings and commitments, either oral or written, with regard to the subject matter hereof, including the Research Program and/or the licenses granted hereunder, are superseded by the terms of this Agreement. The Schedules to this Agreement are incorporated herein by reference and shall be deemed a part of this Agreement. This Agreement may be amended, or any term hereof modified, only by a written instrument duly executed by authorized representatives of both Parties hereto.

The captions to the several Articles and Sections and subsections hereof are not a part of this Agreement, but are merely for convenience to assist in locating and reading the several Articles and Sections hereof. Any reference in this Agreement to an Article, Section, subsection, paragraph, clause, or Schedule or Exhibit shall be deemed to be a reference to an Article, Section, subsection, paragraph, clause, or Schedule or Exhibit, of or to, as the case may be, this Agreement, unless otherwise indicated. Unless the context of this Agreement otherwise requires, (a) words of any gender include each other gender, (b) words such as “herein”, “hereof”, and “hereunder” refer to this Agreement as a whole and not merely to the particular provision in which such words appear, (c) words using the singular shall include the plural, and vice versa, (d) whenever any provision of this Agreement uses the term “including” (or “includes” or words of similar import), such term shall not be limiting and such term shall be deemed to mean “including without limitation” (or “includes without limitation”), (e) the word “or” shall not be construed as exclusive, and (f) references to any Articles or Sections include Sections and subsections that are part of the reference Article or section (e.g., a section numbered “Section 2.2.1” would be part of “Section 2.2.”, and references to “Article 2” or “Section 2.2.” would refer to material contained in the subsection described as “Section 2.2.2”).

It is expressly agreed that Ambrx and Agensys shall be independent contractors and that the relationship between the Parties shall not constitute a partnership, joint venture or agency. Neither Ambrx nor Agensys shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior written consent of the other Party.

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The waiver by either Party hereto of any right hereunder, or of any failure of the other Party to perform, or of any breach by the other Party, shall not be deemed a waiver of any other right hereunder or of any other breach by or failure of such other Party, whether of a similar nature or otherwise.

No remedy referred to in this Agreement is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to in this Agreement or otherwise available under law.

Each Party has had the opportunity to consult with counsel in connection with the review, drafting and negotiation of this Agreement. Accordingly, the rule of construction that any ambiguity in this Agreement shall be construed against the drafting Party shall not apply.

In the event that any notice or other action or omission is required to be taken by a Party under this Agreement on a day that is not a business day then such notice or other action or omission shall be deemed to be required to be taken on the next occurring business day.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes hereof, a scanned copy of this Agreement, including the signature pages hereto, will be deemed to be an original.

Each Party will execute, acknowledge and deliver such further instruments, and to do all such other ministerial, administrative or similar acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.

The provisions of this Agreement are for the exclusive benefit of the Parties, and no other person or entity shall have any right or claim against any Party by reason of these provisions or be entitled to enforce any of these provisions against any Party.

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Except as otherwise specifically provided in this Agreement, each Party (and its Affiliates) shall bear its own costs and expenses in connection with entering into this Agreement and the consummation of the transactions and performance of its obligations contemplated hereby.

Agensys shall have the right to extend the rights, licenses, immunities and obligations granted in this Agreement to one or more of its Affiliates. All applicable terms and provisions of this Agreement shall apply to any such Affiliate to which this Agreement has been extended to the same extent as such terms and provisions apply to Agensys. Agensys shall remain fully liable for any acts or omissions of such Affiliates.

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IN WITNESS WHEREOF, the Parties have executed this Research Collaboration and Exclusive License Agreement as of the date first set forth above.

SIGNATURE PAGE TO RESEARCH COLLABORATION

AND EXCLUSIVE LICENSE AGREEMENT

SCHEDULE 1.79

Workplan for Agensys/Ambrx Collaboration FY2013

At the beginning of each year, a workplan for the year will be generated and agreed upon between Agensys and Ambrx. This Appendix 1 describes the workplan for FY2013 (April 2013 – March 2014).

***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Additional Material Transfer to Support the Program:

***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

SCHEDULE 1.85

SELECTED TARGETS

(as of the Effective Date)

TARGET 1:

[***][***][***][***][***][***]

[***][***][***][***]

TARGET 2:

[***]

TARGET 3:

[***]

***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.