Collaboration, Option and License Agreement

Exhibit 10.11

CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE VIVIDION THERAPEUTICS, INC. HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT VIVIDION THERAPEUTICS, INC. TREATS AS PRIVATE OR CONFIDENTIAL.

Execution Copy

Collaboration, Option and License Agreement

This Agreement is entered into with effect as of the Effective Date (as defined below)

by and between

▇. ▇▇▇▇▇▇▇▇-▇▇ ▇▇▇▇▇ Ltd

with an office and place of business at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ (“Roche Basel”)

and

▇▇▇▇▇▇▇▇-▇▇ ▇▇▇▇▇ Inc.

with an office and place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇. (“Roche US”; Roche Basel and Roche US together referred to as “Roche”)

on the one hand

and

Vividion Therapeutics, Inc.

with an office and place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇ (“Vividion”)

on the other hand.

Table of Contents

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Collaboration, Option and License Agreement

WHEREAS, Vividion has expertise in proteome wide small molecule discovery approaches building on a proprietary library of small molecules designed to bind covalently in a selective manner to target proteins;

WHEREAS, Vividion is applying its expertise to discover Covalent Inhibitors (as defined below) and Covalent Degraders (as defined below) based on newly characterized E3 Ligases (as defined below);

WHEREAS, Roche has expertise in the research, development, manufacturing and commercialization of pharmaceutical drugs, including small molecules, in a broad range of disease areas including oncology and immunology;

WHEREAS, the Parties (as defined below) will combine their respective expertise by entering into a broad collaboration to discover, research and develop small molecules against targets in oncology and immunology selected by Roche;

WHEREAS, for Covalent Inhibitors, the Parties will collaborate under a mutually agreed Collaboration Plan (as defined below) to identify and validate screening hits and subsequently to validating such hits, Roche will select and the Parties will select programs, either as Roche Programs or as Vividion Programs (each as defined below);

WHEREAS, for Covalent Degraders, Vividion will use its technology to identify and characterize E3 Ligases and identify selective covalent binders to such ligases. Roche will provide molecules binding to target proteins; under a mutually agreed Collaboration Plan, Vividion will combine ligase binders and Roche’s target binders into Covalent Degraders and validate such molecules in-vitro; and following proof of in-vitro degradation, Roche will nominate and the Parties will select programs, either as Roche Programs or as Vividion Programs;

WHEREAS, with regard to Vividion Programs, Vividion has the right to perform pre-clinical GLP-Tox study development activities and early clinical development up to proof-of-concept;

WHEREAS, Roche is responsible for the development of products arising from Roche Programs, and from Vividion Programs after exercising its option rights, as well as commercialization of such products worldwide and Vividion has certain rights to share worldwide development costs and has certain commercialization rights in the United States for Vividion Programs for which Roche has exercised its option;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby agree as follows:

As used in this Agreement, the following terms, whether used in the singular or plural, shall have the following meanings:

The term “Accounting Standard” shall mean with respect to a given Party, its Affiliate, or its Sublicensee, either (a) IFRS or (b) United States generally accepted accounting principles (GAAP), in either case, as currently used at the applicable time by, and as consistently applied by, such applicable Party or its Affiliate or Sublicensee.

The term “Affiliate” shall mean any individual, corporation, association or other business entity that directly or indirectly controls, is controlled by, or is under common control with the entity in question, for so long as such control exists. As used in this definition of “Affiliate,” the term “control” shall mean the direct or indirect ownership of more than fifty percent (>50%) of the stock having the right to vote for directors thereof or the ability to otherwise control the management of the corporation or other business entity whether through the ownership of voting securities, by contract, resolution, regulation or otherwise. Anything to the contrary in this paragraph notwithstanding, Chugai Pharmaceutical Co., Ltd, a Japanese corporation (“Chugai”) and/or its subsidiaries (if any) shall not be deemed as Affiliates of Roche unless Roche provides written notice to Vividion of its desire to include Chugai and/or its respective subsidiaries (as applicable) as Affiliate(s) of Roche.

The term “Agreement” shall mean this document including any and all appendices and amendments to it as may be added and/or amended from time to time in accordance with the provisions of this Agreement.

The term “Agreement Term” shall mean the period of time commencing on the Effective Date and, unless this Agreement is terminated sooner as provided in Article 22, expiring on the date when no royalty or other payment obligations under this Agreement are or will become due.

The term “Applicable Law” shall mean any law, statute, ordinance, code, rule or regulation that has been enacted by a government authority (including without limitation, any Regulatory Authority) and is in force as of the Effective Date or comes into force during the Agreement Term, in each case to the extent that the same is applicable to the performance by the Parties of their respective obligations under this Agreement.

The term “Business Day” shall mean 9:00 am to 5:00 pm local time on a day other than a Saturday, Sunday or bank or other public or federal holiday in Switzerland or in the US.

The term “Calendar Quarter” shall mean each period of three (3) consecutive calendar months, ending March 31, June 30, September 30, and December 31.

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The term “Calendar Year” shall mean the period of time beginning on January 1 and ending December 31, except for the first year which shall begin on the Effective Date and end on December 31.

The term “CCS” shall mean Clinical Candidate Selection for a selected Collaboration Target as defined in the Preclinical Plan.

The term “CCS Criteria” shall mean the criteria set forth in Appendix 1.10 of this Agreement that constitute guidance for clinical candidate selection unless such criteria are modified by the JRC.

The term “CCS Data Package” shall mean, with respect to a Program, the set of documents, records, and reports listed in Appendix 1.82, as may be modified by the JRC, and to be provided by Vividion pursuant to Section 4.1.

The term “Change of Control” shall mean, with respect to a Party: (a) the acquisition by any Third Party of beneficial ownership of fifty percent (50%) or more of the then outstanding common shares or voting power of such Party, other than acquisitions by employee benefit plans sponsored or maintained by such Party; (b) the consummation of a business combination involving such Party, unless, following such business combination, the stockholders of such Party immediately prior to such business combination beneficially own directly or indirectly more than fifty percent (50%) of the then outstanding common shares or voting power of the entity resulting from such business combination; or (c) the sale of all or substantially all of such Party’s assets or business relating to the subject matter of the Agreement. Notwithstanding the foregoing, the selling or issuing of securities for financing purposes, including pursuant to one or more public offerings of securities, shall not constitute a Change of Control.

The term “Change of Control Group” shall mean with respect to a Party, the person or entity, or group of persons or entities, that is the acquirer of, or a successor to, a Party in connection with a Change of Control, together with Affiliates of such persons or entities that are not Affiliates of such Party immediately prior to the completion of such Change of Control of such Party.

The term “Clinical Plan” shall mean, on a Vividion PoC Program-by-Vividion PoC Program basis, a plan describing, and a budget for, non-clinical and clinical research and development activities under a Vividion PoC Program to be conducted after the expiry of the Preclinical Plan (i.e. for all activities after Completion of GLP Tox Study) until delivery of the PoC Data Package.

The term “Clinical Study” shall mean a Phase I Study, Phase II Study, Phase III Study, PoC Study (as defined in the PoC Data Package), Pivotal Study, as applicable.

The term “Collaboration” shall mean the activities of the Parties under the Collaboration Plan as described in Article 2.

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The term “Collaboration Plan” shall mean a plan describing the efforts to be undertaken during the Collaboration Term (i) up to Program Nomination for Compounds and (ii) up to exercise of the respective E3 Module Option, as updated from time to time by the JRC. The initial Collaboration Plan is attached as Appendix 1.17.

The term “Collaboration Target” shall mean any Covalent Degrader Target and/or Covalent Inhibitor Target. The Collaboration Targets as of the Effective Date are listed in Appendix 1.18 (as may be updated pursuant to this Agreement, the “Collaboration Target Appendix”).

The term “Collaboration Term” shall mean the period beginning upon the Effective Date and ending on the earlier of (a) thirty nine (39) months, unless extended pursuant to Section 2.6, and (b) termination of this Agreement.

The term “Combination Product” shall mean

in each case, including all dosage forms, formulations, presentations, line extensions, and package configurations. Such other therapeutically and prophylactically active ingredients and Companion Diagnostic under a), b) and c) referred to above shall be referred to as “Other Components”. All references to Product and Shared Product in this Agreement shall be deemed to include Combination Product. For clarity, a Component is not an Other Component.

The term “Commercially Reasonable Efforts” shall mean [***]

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The term “Companion Diagnostic” shall mean any product that is used for predicting and/or monitoring the response of a human being to treatment with a Product (e.g. device, compound, kit, biomarker or service that contains a component that is used to detect or quantify the presence or amount of an analyte in body or tissue that affects the pathogens of the disease).

The term “Completion” shall mean the availability of the final study report.

The term “Composition of Matter Claim” shall mean, [***].

The term “Compound” shall mean any (i) Covalent Inhibitor or Covalent Degrader, as applicable, discovered, identified or designed, conceived or reduced to practice by or on behalf of the Parties under the Collaboration Plan, under the Preclinical Plan or under the Clinical Plan, including any [***] (“Original Compound”) and (ii) Derivative.

The term “Compulsory Sublicense Compensation” shall mean, for a given country or region in the Territory and a Product or Shared Product being commercialized by Roche, the compensation paid to Roche by a Third Party (a “Compulsory Sublicensee”) under or in connection with a license or sublicense of Patents granted to the Compulsory Sublicensee (the “Compulsory Sublicense”) through the order, decree or grant of a governmental authority having competent jurisdiction in such country or region (other than pursuant to an infringement or misappropriation action with respect to any Patent or Know-How), authorizing such Third Party to manufacture, use, sell, offer for sale, import or export such Product or Shared Product in such country or region.

The term “Confidential Information” shall mean any and all information, data or know-how (including Know-How), whether technical or non-technical, oral or written, that is disclosed by one Party or its Affiliates (“Disclosing Party”) to the other Party or its Affiliates (“Receiving Party”). Confidential Information shall not include any information, data or know-how that:

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The term “Continuation Election Notice” shall mean the notice Vividion provides to Roche under Section 22.3.1 describing (i) Vividion’s bona fide intentions to continue ongoing development and commercialization of the applicable Product(s) and Shared Product(s) and (ii) Vividion’s request for Roche’s continuation of activities during the termination period and/or transfer of the data, material and information relating to the applicable Product(s) and Shared Product(s) in accordance with Section 22.3.1.

The term “Control” shall mean (as an adjective or as a verb including conjugations and variations such as “Controls” “Controlled” or “Controlling”) (a) with respect to Patents and/or intangible Know-How, the possession by a Party or its Affiliate of the ability to grant a license or sublicense of such Patents and/or Know-How without violating the terms of any agreement or arrangement between such Party or its Affiliate and any Third Party and (b) with respect to proprietary materials, the possession by a Party or its Affiliate of the ability to supply such proprietary materials to the other Party as provided herein without violating the terms of any agreement or arrangement between such Party or its Affiliate and any Third Party. In the case of information or tangible materials, “Control” requires possession thereof by a Party or its Affiliate or, if such information or tangible materials are in the possession of any other party, the ability of a Party to reasonably access and obtain such information or tangible materials from such party. Notwithstanding the foregoing, unless the Parties otherwise mutually agree, the Patents and Know-How Controlled by a Party shall exclude any Patents or Know-How that are in-licensed or acquired by such Party except to the extent such Party incorporates such Patents or Know-How into a Validated Hit or Compound or Product or Shared Product, as applicable, after such in-license or acquisition.

The term “Covalent Degrader” shall mean a small molecule comprised of a moiety covalently binding to a specific E3 Ligase and chemically linked, optionally via a Linker, to a Roche Target Ligand binding to the Covalent Degrader Target and leading to degradation of such Covalent Degrader Target. A (i) [***] or (ii) [***], (iii) [***] or (iv) [***], each of clause (ii), (iii) and (iv) provided by Vividion under the Agreement, shall be a component (“Component”). The term “Linker” shall mean one or more groups of atoms that connects an E3 Ligase Engager to a Roche Target Ligand or target ligand, respectively.

For clarity, [***].

The term “Covalent Degrader Target” shall mean any Target listed as such in the Collaboration Target Appendix and any Target designated as a Collaboration Target pursuant to Section 2.3.2 for which Roche provides Roche Target Ligand(s), as such Collaboration Targets may be replaced in accordance with Section 2.3.2. The Covalent Degrader Targets as of the Effective Date are listed as such in the Collaboration Target Appendix.

The term “Covalent Inhibitor” shall mean a small molecule covalently binding to a Covalent Inhibitor Target leading to a substantially reduced activity or complete inhibition of the activity of the Covalent Inhibitor Target.

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The term “Covalent Inhibitor Target” shall mean the Targets listed as such in the Collaboration Target Appendix, as may be replaced in accordance with Section 2.3.1.

The term “Cover” shall mean (as an adjective or as a verb including conjugations and variations such as “Covered,” “Coverage” or “Covering”) that the making, using, offering for sale, promoting, selling, exporting or importing of a given compound, formulation or product would infringe a Valid Claim in the absence of a license under or ownership in the Patents to which such Valid Claim pertains. The determination of whether a compound, formulation, process or product is Covered by a particular Valid Claim shall be made on a country-by-country basis.

The term “CRO” shall mean a contract research organization or a contract manufacturing organization. A list of Roche approved CROs is attached as Appendix 1.35, as such appendix may be amended or restated from time to time in accordance with the terms of this Agreement.

The term “Delivery Date” shall mean the date of delivery of a Data Package, as set forth in Section 4.8.

The term “Derivative” shall mean, with respect to a Compound, any compound or molecule made by or on behalf of Roche (or any of its Affiliates or Sublicensees) or Vividion (or any of its Affiliates or (sub)licensees) that is (i) [***] such Compound [***] and (ii) [***] as such Compound. For avoidance of doubt, (a) [***] and (b) [***].

The term “Development” (as an adjective or as a verb including conjugations and variations such as “Developing”) shall mean, on a Program-by-Program or Shared Product-by-Shared Product basis, all activities relating to the research, evaluation and preclinical testing of Products for such Program or Shared Products, and all clinical drug development activities, manufacturing for GLP Tox Studies and Clinical Studies, pre-marketing activities and related research, including: conducting GLP Tox Studies, toxicology, process and drug product (dosage form) development for manufacturing, statistical analysis and report writing, Clinical Studies for the purpose of obtaining or maintaining Regulatory Approval (including Pivotal Studies, post-marketing studies intended to support Regulatory Approval, including Phase IV Studies), and regulatory affairs related to all of the foregoing.

The term “Development Costs” shall mean the cost of Developing a Product for a Program or a Shared Product, as further defined in the Financial Appendix. The “Development Costs” for a Shared Program shall mean those Development Costs for activities conducted after exercise of the Roche PoC Option for a Shared Product pursuant to Section 4.3.

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The term “Development Plan” shall mean, on a Shared Product-by-Shared Product basis, a plan describing non-clinical and clinical Development activities of Roche after the exercise of the Roche PoC Option for such Shared Product and the budget of Allowable Development Expenses for the conduct of such activities (as further described in the Financial Appendix).

The term “Directed To” shall mean designed to bind to a Collaboration Target or an E3 Ligase, as applicable, even if incidentally or indirectly, targeting, binding to or modulating significantly the function or activity of another Target (including another Collaboration Target) or an E3 Ligase (including another E3 Ligase).

The term “E3 Ligase” shall mean a protein or member of a multi-protein complex that recruits or contains an ubiquitin conjugating enzyme (E2), selectively recognizes a protein substrate, and assists or directly catalyzes the transfer of ubiquitin to the protein substrate. Vividion has characterized as of the Effective Date [***] (“Initial Vividion E3 Ligase”). E3 Ligase shall not include Excluded E3 Ligases.

The term “E3 Ligase Engager” shall mean [***], to a target-binding ligand.

The term “E3 Module” shall mean a module that contains (i) [***] and (ii) [***] and optionally (iii) [***].

The term “E3 Module Data Package” shall mean the set of documents, records, and reports listed in Appendix 1.82 provided by Vividion pursuant to Section 4.5.

The term “Effective Date” shall mean April 3, 2020.

The term “Entry into GLP Tox” shall mean the date that an animal is first dosed with the Product or Shared Product in a GLP Tox Study.

The term “EU” shall mean the European Union and all its then-current member countries but including in any case France, Germany, Italy, Spain and the United Kingdom regardless of whether they are then-current member countries.

The term “Excluded Claim” shall mean a dispute, controversy or claim between the Parties that concerns (a) the validity or infringement, scope, enforceability or inventorship of a patent, trademark or copyright, or (b) any antitrust, anti-monopoly or competition Applicable Law, whether or not statutory.

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The term “Excluded E3 Ligases” shall mean (i) E3 Ligases that, at the Effective Date, are [***], and (ii) E3 Ligases [***].

The term “Expert” shall mean a person with no less than ten (10) years of pharmaceutical industry experience and expertise having occupied at least one position within a large pharmaceutical company and one position with a private biopharmaceutical company relating to the area the matter relates to (e.g. development for development matters, financial related to financial matters, etc.) but excluding any current or former employee or consultant of either Party or their respective Affiliates. Such person shall be fluent in the English language.

The term “FDA” shall mean the Food and Drug Administration of the United States of America, or its successor.

The term “FDCA” shall mean the Food, Drug and Cosmetics Act.

The term “Field” shall mean [***].

The term “Filing” shall mean the filing of an application with the FDA for Regulatory Approval as defined in the FDCA and applicable regulations, or the equivalent application to the equivalent agency in any other country or group of countries, the official approval of which is required before any lawful commercial sale or marketing of Products and Shared Products.

The term “Financial Appendix” shall mean the document in Appendix 1.56, which describes the Development Cost Share and the Profit and Loss Sharing.

The term “First Commercial Sale” shall mean, on a country-by-country basis, for a given Product or Shared Product, the first invoiced sale of such Product or a Shared Product to a Third Party by the Roche Group or a Sublicensee following the receipt of any Regulatory Approval required for the sale of such Product or Shared Product, or if no such Regulatory Approval is required, the date of the first invoiced sale of a Product or Shared Product to a Third Party by the Roche Group or Sublicensee in such country.

The term “Generic Product” shall mean, with respect to a particular Product or Shared Product and on a country-by-country basis, a generic pharmaceutical product that is marketed for sale by a Third Party (other than a Sublicensee) not licensed, supplied or otherwise permitted or authorized by Roche or is Affiliates or Sublicensee (other than ▇▇▇▇▇-▇▇▇▇▇▇ settlements under which Roche, its Affiliates and Sublicensees do not receive payment) and that (i) in the US, is approved under 21 U.S.C. 505(j) and has an “AB” rating with respect to the Product or Shared Product (or the equivalent of such statute if amended), or (ii) in countries of the EU, is authorized

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to be placed on the market in accordance with Article 10(1)(a)(iii) of Directive 2001/83/EC (or the equivalent of such statute if amended), or (iii) in countries of the Territory other than the US or countries of the EU, a generic version of the Product or Shared Product that (x) contains the same active pharmaceutical ingredient as the Compound in the Product and (y) is approved by an expedited process that relies in whole or in part on safety and efficacy data generated for the first approval of the Product or Shared Product and (z) has the same or substantially the same labeling as the Product or Shared Product for at least one indication of the Product or Shared Product, as applicable.

The term “GLP Tox Study” shall mean a toxicology study of the relationship between dose and its effects on the exposed animal, where (i) the study is to be conducted in accordance with GLP standards and (ii) the study has been designed in expectation that the results may support establishment of a safe starting dose of the Product and Shared Product in Clinical Studies.

The term “Handle” shall mean drafting, filing, prosecuting (including grants, lapse, revocation, surrender, invalidation, interferences, reissue, re-examination, post-grant reviews, inter-parties reviews, derivation proceedings and opposition proceedings), maintaining and abandoning.

The term “Hit” shall mean a Compound Directed To a Collaboration Target that is not a Validated Hit, but that has a [***]. A Hit is [***].

The term “HSR” shall mean the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act and the rules and regulations promulgated thereunder, or any successor statute, rules and regulations thereto.

The term “HSR Filing” shall mean (i) filings by the Parties with the FTC and the Antitrust Division of the DOJ of a Notification and Report Form for Certain Mergers and Acquisitions (as that term is defined in the HSR Act) with respect to the matters set forth in this Agreement, together with all required documentary attachments thereto; or (ii) equivalent filings with relevant foreign authorities.

The term “ICD-10” shall mean the Tenth Revision of the International Classifications of Diseases and Related Health Problems, as may be revised or amended from time to time, or a successor classification.

The term “IFRS” shall mean International Financial Reporting Standards.

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The term “IND” shall mean an application as defined in the FDCA and applicable regulations promulgated by the FDA, or the equivalent application to the equivalent agency in any other country or group of countries, the filing of which is necessary to commence clinical testing of the Compounds and/or Products and Shared Products in humans.

The term “Indication” shall mean a disease (a) for which the Product or Shared Product is indicated for treatment and (b) that is described in the Product label or Shared Product label as required by the Regulatory Approval granted by the applicable Regulatory Authority. An Indication is distinct from another Indication if (i) the diseases associated with such Indications are listed in two different blocks of the ICD-10 and (ii) the efficacy of such Product or Shared Product in such Indications was established, in whole or in part, in one or more separate Clinical Studies.

The term “Oncology Indication” shall mean any Indication in the field of oncology (including immuno-oncology). One Oncology Indication is distinguished from another Oncology Indication by the organ or tumor type that is impacted, e.g. breast versus prostate versus liver, and not by distinctions in treatment, e.g. first line metastatic versus second line metastatic.

The term “Initiation” shall mean the date that a human is first dosed with the Product, Roche PoC Product or Shared Product in a Clinical Study approved or permitted by the respective Regulatory Authority.

The term “Insolvency Event” shall mean circumstances under which a Party (i) has a receiver or similar officer appointed over all or a material part of its assets or undertaking; (ii) passes a resolution for winding-up of all of its business (other than a winding-up for the purpose of, or in connection with, any solvent amalgamation or reconstruction) or a court makes an order to that effect or a court makes an order for administration of such a wind-up (or any equivalent order in any jurisdiction); (iii) enters into any composition or arrangement with its creditors (other than relating to a solvent restructuring or financing); or (iv) ceases to carry on business.

The term “Invention” shall mean an invention that is conceived and reduced to practice in connection with any activity carried out under the Collaboration Plan, a Preclinical Plan, a Clinical Plan, a Development Plan or a Program pursuant to this Agreement. Under this definition, an Invention may be made by personnel of Vividion solely or jointly with a Third Party (a “Vividion Invention”), by personnel of the Roche Group solely or jointly with a Third Party (a “Roche Invention”), or jointly by personnel of Vividion and personnel of the Roche Group with or without a Third Party (a “Joint Invention”).

The term “Joint Know-How” shall mean Know-How that is made jointly by employees of Vividion and the Roche Group, with or without a Third Party in connection with any activity carried out under the Collaboration Plan, a Preclinical Plan, a Clinical Plan, a Development Plan or Program pursuant to this Agreement.

The term “Joint Patents” shall mean all Patents Covering a Joint Invention.

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The term “JOT” shall mean a joint operating team described in Section 8.5.

The term “JRC” shall mean the joint research committee described in Section 8.1.

The term “JDC” shall mean the joint development committee described in Section 8.2.

The term “Know-How” shall mean data, knowledge and information, including Materials, samples, chemical manufacturing data, toxicological data, pharmacological data, preclinical and clinical data, assays, platforms, formulations, specifications, quality control testing data, that are confidential.

The term “Licensed Program” shall mean Roche’s and its Affiliates’ and Sublicensees’ program for the development and commercialization of Compounds and Products for any Roche Program or any Vividion Program or Vividion PoC Program for which Roche exercised its Option Right pursuant to Section 4.1 or 4.3.

The term “Major Market” shall mean each of the [***].

The term “Net Sales” shall mean, [***][***][***].

The term “Nominated Program” shall mean a program that is nominated based on a Validated Hit Data Package for a Collaboration Target in accordance with Section 2.5.1. All Hits and Validated Hits (including additional Hits and Validated Hits resulting from screens Vividion conducts against such Collaboration Target during the Collaboration Term) Directed To the Collaboration Target shall be one Nominated Program, provided that, with respect to Covalent Degraders, such Hits are Directed To the same E3 Ligase and have the same Roche Target Ligand. A Nominated Program can be selected as Roche Program, Vividion Program or allocated as Reserved Program as described in Section 2.5.4, 2.5.5 and 2.5.6.

The term “Option Right” shall mean the Roche Option, the Roche PoC Option, and the E3 Module Option granted to Roche in Article 4 of this Agreement.

The term “Option Data Package” shall mean the (i) CCS Data Package, (ii) E3 Module Data Package, and/or (iii) the PoC Data Package, each as outlined in Appendix 1.82.

The term “Option Exercise Date” shall mean the date of Vividion’s receipt of the Option Exercise Notice.

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The term “Option Exercise Notice” shall mean the written notice a Party delivers to the other Party to exercise its Option Right.

The term “Option Period” shall mean the Roche Option Period, Roche PoC Option Period and the E3 Module Option Period.

The term “Party” shall mean Vividion or Roche, as the case may be, and “Parties” shall mean Vividion and Roche collectively.

The term “Patented E3 Module Product” shall mean any product that [***]. An “E3 Ligase Blocking Claim” shall mean, [***].

The term “Patents” shall mean all rights under any patent or patent application, in any country of the Territory, including any patents issuing on such patent application, and further including any

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substitution, extension or supplementary protection certificate, reissue, reexamination, renewal, divisional, continuation or continuation-in-part of any of the foregoing.

The term “Pharmacovigilance Agreement” shall mean an agreement entered into by the Parties to set forth the responsibilities and obligations of the Parties with respect to the procedures and timeframes for compliance with Applicable Laws pertaining to the exchange and reporting of safety information for the Product or Shared Product and its related activities.

The term “PoC Costs” shall mean Allowable PoC Expenses as further defined in the Financial Appendix.

The term “PoC Study” shall mean, for a given Vividion PoC Program, a proof of concept Clinical Study that is designed to meet the parameters for a “PoC Study” established in the Clinical Plan for such Vividion PoC Program. For the avoidance of doubt, such parameters for a “PoC Study” in the Clinical Plan shall be parameters for how such a Clinical Study is to be designed and not target results to be achieved or outcome of such Clinical Study.

The term “PoC Data Package” shall mean the set of documents, records, and reports described in Appendix 1.82 with respect to a PoC Study set forth in Section 1.91 provided by Vividion to Roche for a Vividion PoC Program pursuant to Section 4.3.

The term “Phase I Study” shall mean a human clinical trial in any country that would satisfy the requirements of 21 C.F.R. § 312.21(a) (FDCA), as amended from time to time, and the foreign equivalent thereof.

The term “Phase II Study” shall mean a human clinical trial, for which the primary endpoints include a determination of dose ranges and/or a preliminary determination of efficacy in patients being studied as described in 21 C.F.R. § 312.21(b) (FDCA), as amended from time to time, and the foreign equivalent thereof.

The term “Phase III Study” shall mean a human clinical trial that is prospectively designed to demonstrate statistically whether a product is safe and effective for use in humans in a manner sufficient to support an application for Regulatory Approval to market such product for use in patients having the disease or condition being studied (or subset thereof) as described in 21 C.F.R. § 312.21(c) (FDCA), as amended from time to time, and the foreign equivalent thereof.

The term “Phase IV Study” shall mean a human clinical study commenced after Regulatory Approval of the pharmaceutical product to accumulate evidence about the efficacy and/or safety of the Product or the Shared Product, which shall not include any Post-Approval Commitment Study. The term “Post-Approval Commitment Study” shall mean any human clinical study for a Shared Product conducted after marketing authorization of such Product or Shared Product has been obtained from the FDA at the request of or requirement of the FDA.

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The term “Pivotal Study” shall mean, with respect to any Product or Shared Product, a Clinical Study that at the time of Initiation (or any later expansion of patient enrollment, if applicable), is expected to be the basis for Regulatory Approval of such Product or Shared Product, including any Phase III Study.

The term “Product” shall mean any product, including without limitation any Combination Product, containing a Compound as a pharmaceutically active agent, in whatever finished forms, formulations or dosages.

The term “Product Specific Claim” means, with respect to one or more Products within a Program, a claim of a Patent that (i) is a [***] or (ii) Covers [***]. As used in the preceding sentence, a Product Specific Claim Covering the applicable Compounds [***], when the Compound is (i) [***] or (ii) [***].

The term “Product Specific Patent” shall mean, with respect to a Program, a Vividion Patent that contains Product Specific Claims.

The term “Profit and Loss Sharing” shall have the meaning given such term in Section 13.13.

The term “Program” shall mean the activities of the Parties under a Roche Program, Vividion Program, Optioned Roche Program, Vividion PoC Program, Roche PoC Program or Shared Program, as applicable. A Program includes all Validated Hits, Hits, and Compounds, in each case Directed To the Collaboration Target (to the extent, with respect to Covalent Degraders, such Validated Hits, Hits and Compounds are Directed To the same E3 Ligase and have the same Roche Target Ligand).

The term “Preclinical Plan” shall mean, on a Nominated Program-by-Nominated Program basis, a plan describing preclinical research activities (i) for a Vividion Program from the date a program is a Nominated Program until delivery of the CCS Data Package and (ii) for a Vividion PoC Program from the date that CCS is reached until Completion of the GLP Tox Study. The Preclinical Plan for activities described in (ii) shall also include a budget for such activities.

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The term “Regulatory Approval” shall mean any approvals (including pricing and reimbursement approvals), licenses, registrations or authorizations by a Regulatory Authority, necessary for the sale of a Product or Shared Product in the Field in a regulatory jurisdiction in the Territory.

The term “Regulatory Authority” shall mean any national, supranational (e.g., the European Commission, the Council of the European Union, the European Medicines Agency), regional, state or local regulatory agency, department, bureau, commission, council or other governmental entity including the FDA, in each country involved in the granting of regulatory approval for the Product or the Shared Product.

The term “Reserved Programs” shall mean all Nominated Programs that are not initially selected pursuant to Section 2.5.4 as a Roche Programs or a Vividion Program.

The term “Roche Group” shall mean collectively Roche and its Affiliates.

The term “Roche Know-How” shall mean all Know-How that Roche Controls as of the Effective Date or during the Agreement Term, (a) to the extent reasonably necessary for the manufacture, development, use, or commercialization of a Compound, a Product or a Shared Product and (b) incorporated into a Compound, a Product or a Shared Product by Roche or used by Roche in the conduct of such Program. For clarity, the Roche Know-How does not include any Know-How pertaining to an Other Component that is included in a Combination Product, unless reasonably necessary for the manufacture, development, use, or commercialization of a Compound independent of the Other Component.

The term “Roche Patents” shall mean all Patents Covering a Product or a Shared Product that Roche Controls as of the Effective Date or during the Agreement Term to the extent (a) Covering the manufacture, development, use, composition or commercialization of a Compound, a Product or a Shared Product and (b) the subject matter Covered by such Patents is incorporated into a Compound, a Product or a Shared Product by Roche or practiced by Roche in the conduct of such Program, For clarity, the Roche Patents do not include any Patents to the extent it Covers an Other Component that is included in a Combination Product, unless reasonably necessary for the manufacture, development, use, or commercialization of a Product or Shared Product independent of the Other Component.

The term “Roche PoC Product” shall mean any product, including without limitation any Combination Product, containing a Compound of a Vividion PoC Program for which Vividion has not exercised the Vividion Sharing Option pursuant to Section ▇.▇.▇▇ pharmaceutically active agent, in whatever finished forms, formulations or dosages.

Unless specifically referred to as Roche PoC Product in Sections 4.6.3, 6 and 13, a Roche PoC Product is a Product and all references to Product shall include a Roche PoC Product. For clarity, unless expressly specified otherwise, references to Product in this Article 1 shall include Roche PoC Product even if the applicable defined term is used in Sections 4.6.3, 6 and 13.

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The term “Roche Program” shall mean a program for the development and commercialization of Compounds and Products for a Nominated Program that is selected as a “Roche Program” pursuant to Section 2.5.4 or 2.5.6, where Roche is responsible for activities after selection as Nominated Program pursuant to Section 3.1.

The term “Roche Target Ligand” shall mean [***] Controlled by Roche that (i) [***] and (ii) [***].

The term “Royalty Term” shall mean, with respect to a Product or a Shared Product and for a given country, the period of time commencing on the date of First Commercial Sale of the Product or a Shared Product in such country and ending on the later of the date that is (a) [***] years after the date of the First Commercial Sale of the Product or the Shared Product in such country, or (b) the expiration of the last to expire [***] in such country Covering [***] of such Product or Shared Product.

The term “Sales” shall mean, for a Product or a Shared Product or a Patented E3 Module Product in a particular period, the sum of the amounts in clauses of (i) and (ii):

(i) the amount stated in [***]. This amount reflects the gross invoice price at which such Product, [***].

By way of example, the [***] deductions taken in accordance with such Accounting Standard as of the Effective Date include items such as the following:

(a) [***];

(b) [***];

(c) [***];

(d) [***]; and

(e) [***].

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For purposes of clarity, [***] shall be excluded from “Sales”.

(ii) for Sublicensees that are not Roche Affiliates (and excluding Compulsory Sublicensees), the sales amounts reported to Roche and its Affiliates in accordance with the sublicensee contractual terms and their then-currently used Accounting Standards (“Sublicensee Sales”) provided that Roche or its Affiliate obtains material royalties (other than those paid or to be paid to Vividion under this Agreement) calculated based on such reported sales (and in cases where Roche or its Affiliate does not obtain such other material royalties, such sublicensee contractual terms for reporting of sales shall be reasonably similar to those terms customarily used in drug discovery, development or commercialization licensing contracts in which Roche obtains a material royalty on sales). For the purpose of clarity, any such Sublicensee sales as reported to Roche in accordance with Compulsory Sublicense agreements shall be excluded from the sales amount.

The term “Selection Effective Date” for each Roche Program selection pursuant to Section 2.5 and Option Right exercised by Roche pursuant to Sections 4.1 through 4.5, shall mean (i) if Roche determines that a HSR filing is necessary with respect to such Roche Program selection or Option Right exercise, as applicable, the second Business Day immediately following the later of: (a) the date upon which any applicable waiting periods under the HSR Act expire or terminate early or (b) the date upon which all requests to the Parties by the United States Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”), as the case may be, have been satisfactorily met and no objection on the part of the FTC or DOJ remains; and (ii) if Roche determines that a HSR Filing is not necessary with respect to such Roche Program selection or Option Right exercise, as applicable, the date of such Roche Program selection or Option Exercise Date for such Option Right.

The term “Shared Product” shall mean any product, including without limitation any Combination Product, containing a Compound of a Vividion PoC Program for which Vividion has exercised the Vividion Sharing Option pursuant to Section 4.4as pharmaceutically active agent, in whatever finished forms, formulations or dosages. For clarity, the term Product includes Shared Product.

The term “Sublicensee” shall mean an entity to which Roche has licensed rights (through one or multiple tiers), to any Compound, Product or Bifunctional Degrader Compound other than through a Compulsory Sublicense under this Agreement.

The term “Target” shall mean a protein identified by its UniProt accession number, including all splice variants, mutants and natural variants identified by such UniProt accession number.

The term “Territory” shall mean all countries of the world.

The term “Third Party” shall mean a person or entity other than (i) Vividion or any of its Affiliates or (ii) a member of the Roche Group.

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The term “Transfer Activities” shall mean the transfer from Vividion to Roche of the data, Materials, Know-How, documentation and other items in Vividion’s Control (including through its Affiliates), and reasonable technical assistance, in each case, to the extent reasonably necessary for Roche to continue development of the Original Compounds, along with such other commercially reasonable actions which may be conducted by Vividion to effectuate transfer of responsibilities, in each case in accordance with and as described in the applicable Transfer Plans. The term “Transfer Plan” shall mean a plan for the Transfer Activities. Each Transfer Plan may consist of multiple sections applicable for relevant functions (e.g. regulatory, clinical, safety, manufacturing, clinical). The JRC will establish and oversee the Parties’ activities under each Transfer Plan.

The term “US” shall mean the United States of America and its territories and possessions.

The term “US$” shall mean US dollars.

The term “Validated Hit” shall mean [***].

The term “Validated Hit Data Package” shall mean the set of documents, records, and reports listed in Appendix 1.82 provided by Vividion pursuant to Section 2.5. For clarity, such documents, record and reports are intended to enable a Party to assess whether the Validated Hit criteria set forth in the Collaboration Plan (“Validated Hit Criteria”) are met by a Hit, but such Validated Hit Data Package shall not be required to evidence that Validated Hit Criteria have been achieved.

The term “Valid Claim” shall mean, as applicable, a claim in any (i) unexpired and issued Patents that has not been disclaimed, revoked or held invalid by a final non-appealable decision of a court of competent jurisdiction or government agency or (ii) pending patent application within the Patents in any country of the Territory that (a) is on file with the applicable patent office and (b) which application has been on file with the applicable patent office for no more than [***] years from the earliest date to which the patent application claims its earliest priority.

The term “Vividion Core Platform Technology” means Vividion’s screening library, screening reagents, and screening methods, including but not limited to Vividion’s methods, reagents and intellectual property rights related to the discovery and characterization of Compounds. For clarity, the Vividion Core Platform Technology does not include Original Compounds.

The term “Vividion CRG Technology” shall mean any Know-How or invention conceived, developed or made by or on behalf of Roche or its Affiliates in performance of any activity that is not permitted by Section 5.5, if any.

The term “Vividion E3 Know-How” shall mean, with respect to an E3 Module, the Know-How that Vividion Controls at the Effective Date or during the Collaboration Term, in each case to the extent

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reasonably necessary for use of the E3 Ligase Engagers for such E3 Module for the generation of Bifunctional Degrader Compounds and the manufacture, development, use, or commercialization of such an E3 Ligase Engager in a Bifunctional Degrader Compound. For clarity, the Vividion E3 Know-How does not include any Know-How comprising Vividion Core Platform Technology.

The term “Vividion E3 Patents” shall mean, with respect to an E3 Module, the Patents (including a Composition of Matter Claim of a Vividion E3 Patent) that Vividion Controls at the Effective Date or during the Collaboration Term, in each case to the extent Covering the manufacture, development, use, composition or commercialization of an E3 Ligase Engager of such E3 Module in a Bifunctional Degrader Compound. For clarity, the Vividion E3 Patents do not include any Patents to the extent Covering Vividion Core Platform Technology.

The term “Vividion E3 Technology” shall mean any Know-How or invention conceived, developed or made by or on behalf of Roche or its Affiliates during the Collaboration Term in each case using Vividion’s Confidential Information, to the extent pertaining to an E3 Ligase, E3 Ligase Engager or E3 Module.

The term “Vividion Know-How” shall mean, with respect to a Program, the Know-How that Vividion Controls at the Effective Date or during the Collaboration Term, to the extent (a) reasonably necessary for the manufacture, development, use, or commercialization of a Compound, a Product or a Shared Product for such Program and (b) incorporated into a Compound, a Product or a Shared Product by Vividion or used by Vividion in the conduct of such Program. For clarity, the Vividion Know-How does not include any (i) Know-How pertaining to an Other Component that is included in a Combination Product, unless reasonably necessary for the manufacture, development, use, or commercialization of a Compound independent of the Other Component or (ii) Know-How comprising Vividion Core Platform Technology.

The term “Vividion Patents” shall mean, with respect to a Program, the Patents that Vividion Controls at the Effective Date or during the Agreement Term to the extent (a) Covering the manufacture, development, use, composition or commercialization of a Compound, a Product or a Shared Product for such Program and (b) the subject matter Covered by such Patents is incorporated into a Compound, a Product or a Shared Product by Vividion or practiced by Vividion in the conduct of such Program. For clarity, the Vividion Patents do not include any (i) Patents to the extent it Covers the manufacture, development, use, composition or commercialization of an Other Component that is included in a Combination Product or (ii) Patents to the extent Covering Vividion Core Platform Technology. The term “Vividion Base Patents” shall mean the Patents listed in Appendix 1.133.

The term “Vividion Program” shall mean a program for development of Compounds under a Nominated Program that has been selected as a “Vividion Program” pursuant to Section 2.5.4, 2.5.5 or 2.5.6 where Vividion conducts the pre-clinical activities from the date the program is a Nominated Program up to delivery of the CCS Data Package, as described in the Preclinical Plan for such Vividion Program.

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Each of the following definitions is set forth in the Section of this Agreement indicated below:

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Roche and Vividion shall use Commercially Reasonable Efforts to conduct the Collaboration pursuant to the mutually agreed Collaboration Plan, as it may be amended in accordance with this Agreement. The activities conducted in connection with the Collaboration will be overseen by the JRC.

The Parties will conduct the Collaboration aiming to identify and develop Covalent Inhibitors for [***] oncology and [***] immunology Collaboration Targets as well as to identify and develop Covalent Degraders for up to [***] Collaboration Targets as covered by the Collaboration Plan. The initial [***] Covalent Inhibitor Targets as well as the initial [***] Covalent Degrader Targets are listed in the Collaboration Target Appendix.

Roche will provide Roche Target Ligands to Vividion that meet the RTL Criteria for the Covalent Degrader Targets within [***] days after the applicable Covalent Degrader Target becomes a Collaboration Target. Together with each Roche Target Ligand, Roche shall provide to Vividion information related to such Roche Target Ligand as is reasonably necessary or useful for Vividion to verify it meets the RTL Criteria or for Vividion to perform the activities under the Collaboration Plan with such Roche Target Ligand, including the chemical structure thereof and the complete therapeutic rationale for progressing such Collaboration Target and Roche Target Ligand under this Agreement.

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Under the Collaboration Plan, Vividion shall use Commercially Reasonable Efforts (within the bandwidth specified in the Collaboration Plan) to progress each Collaboration Target nominated within [***] months after the Effective Date to Validated Hit stage, it being understood that, as guided by the JRC, certain Collaboration Targets, or Compound constructs Directed To a Collaboration Target, may be deprioritized in favor of Collaboration Targets or Compound constructs that continue to be progressed. Subject to Section 2.6.2, Vividion shall conduct at its own cost its activities under the Collaboration Plan for such Collaboration Target.

Under the Collaboration, Vividion will also use Commercially Reasonable Efforts (within the bandwidth specified in the Collaboration Plan) to identify and characterize novel E3 Modules, and will similarly use those E3 Modules to develop Covalent Degraders against Covalent Degrader Targets, all as described in the Collaboration Plan.

The Parties will use Commercially Reasonable Efforts to conduct the Collaboration under the Collaboration Plan attached to the Agreement, as it may be amended in accordance with this Section 2.2 and Section 8.1. Unless decided otherwise by the JRC, the Collaboration Plan sets forth (i) the scope of the Collaboration and the bandwidth that will be used to conduct the activities contemplated within the scope of the Collaboration, including the responsibilities of each Party and (ii) specific objectives, which objectives will be updated or amended, as appropriate, by the JRC as research progresses. The JRC shall review the Collaboration Plan on an ongoing basis and may update the Collaboration Plan. Any such updates shall be reflected in written amendments to the Collaboration Plan.

As of the Effective Date, there are [***] Covalent Inhibitor Targets, [***] of which are Collaboration Targets considered for use in oncology, and […***… of which are Collaboration Targets considered for use in immunology.

Roche shall have the right to replace any of such Covalent Inhibitor Targets for oncology without any payments to Vividion, at any time after [***] months of the Effective Date but prior to [***] months after the Effective Date (“Covalent Inhibitor Target Replacement Period”), provided that no Validated Hit has been identified for such Collaboration Target. The replacement Target must be available pursuant to Section 2.4 below, must be a Target for oncology and may not itself be later replaced pursuant to this Section 2.3.1. Such replacement is subject to Section 2.4 (Target Gatekeeping Process) and Section 2.3.3. The replaced Target will be deleted from the Collaboration Target Appendix.

The initial Covalent Degrader Targets as of the Effective Date are listed in the Collaboration Target Appendix. In addition, prior to [***] months after the Effective Date, Roche shall have the right to nominate Covalent Degrader Targets up to a total of [***] Covalent Degrader Targets (including the initial Covalent Degrader Targets) subject to (i) availability pursuant to Section 2.4 and (ii) Roche providing Vividion a Roche Target Ligand meeting the following criteria with respect to the corresponding Covalent Degrader Target (“RTL Criteria”):

A Roche Target Ligand must (a) [***] (b) [***],

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(c) [***], and (d) not be subject to Third Party obligation on Roche or its Affiliates or otherwise, to Roche’s knowledge at the time of delivery to Vividion (without an obligation to conduct a freedom to operate analysis), Covered By Patents owned or controlled by a Third Party. In case either of the Parties presents evidence that one of the criteria of (a) through (d) is not met, the Parties shall discuss whether to include such Roche Target Ligand, and Vividion shall have the right to reject a Roche Target Ligand if one (1) or more of the foregoing criteria (a)-(d) is not met with respect to such Roche Target Ligand. Promptly, after such rejection, Roche shall notify Vividion of whether a replacement Roche Target Ligand meeting the RTL Criteria will be provided (in which case Roche shall promptly provide such Roche Target Ligand) or whether the Covalent Degrader Target shall no longer be considered a Collaboration Target.

Roche shall have the right to replace (without any payment to Vividion) any of the Covalent Degrader Targets at any time from the earlier of (i) once a Roche Target Ligand to such Covalent Degrader Target has been rejected by Vividion, and (ii) after [***] months of the Effective Date but within [***] months after the Effective Date (“CD Target Replacement Period”), provided that no work has been initiated (as described in the Collaboration Plan) with respect to such Covalent Degrader Target under the Collaboration Plan in case of (ii) above and the reason for such replacement is Roche becoming aware of new information regarding such Covalent Degrader Target since such Covalent Degrader Target became a Collaboration Target under this Agreement (“New Covalent Degrader Target Information”). The replacement Target must be (once it is a Collaboration Target) a Covalent Degrader Target and may not itself be later replaced pursuant to this Section 2.3.2. Such replacement is subject to Section 2.4 (Target Gatekeeping Process) and Section 2.3.3. Once such replacement Target has been confirmed to not be an Excluded Target in accordance with Section 2.4, Roche shall provide to Vividion a Roche Target Ligand meeting the RTL Criteria and thereafter such Target shall be a Covalent Degrader Target.

To exercise such right to replace a Collaboration Target described in Sections 2.3.1 and 2.3.2, Roche shall, within the Covalent Inhibitor Target Replacement Period or Covalent Degrader Target Replacement Period, as the case may be, provide written notice (“Target Replacement Notice”) to Vividion of such replacement identifying the Collaboration Target to be replaced (and if it is a Covalent Degrader Target, the New Covalent Degrader Target Information) and either identifying the Target (including the UniProt accession number thereof) that is to replace such Collaboration Target or notice that it will be providing the identity thereof to a Target Reviewer pursuant to 2.4.1.

If Roche desires to nominate a Target or replace a Collaboration Target, Roche shall provide notice to Vividion of its intent (but not disclose the identity of the new Target). Within [***] Business Days after such notification, Vividion shall provide an independent reviewer mutually agreed to by the Parties in accordance with Section 2.4.2 (the “Target Reviewer”) with an updated list of Excluded Targets pursuant to Section 2.4.4. Within [***] Business Days thereafter, Roche shall provide to the Target Reviewer the Target that Roche proposes to become a Collaboration Target, together with its UniProt accession number and other information requested by such Target Reviewer to the extent reasonably required to identify such Target and

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determine whether it is an Excluded Target (“Target Identification Information”). Within [***] Business Days thereafter, the Target Reviewer shall notify both Parties whether or not the proposed Target is an Excluded Target and if it is not an Excluded Target, the identity of such Target. If the proposed Target is not an Excluded Target, then such Target shall be considered a Collaboration Target and in case the Target replaces a previous Collaboration Target, the replaced Target shall no longer be considered a Collaboration Target. Promptly after the Target Reviewer has indicated that the proposed Target is not an Excluded Target, the Collaboration Target Appendix shall be updated. If the proposed Target is an Excluded Target, then such Target may only be added by mutual agreement of the Parties.

Within [***] days of the Effective Date, Roche and Vividion shall agree upon the Third Party who will serve as the Target Reviewer. Such Target Reviewer shall be a mutually agreed law firm with patent prosecution expertise and shall enter into a mutually agreed joint representation agreement with both Roche and Vividion that (i) includes both Roche and Vividion as clients, and (ii) prohibits the Target Reviewer from sharing with the Parties any information related to the proposed Target or Excluded Target, other than identifying to the Parties the information set forth in Section 2.4.1 to be provided by the Target Reviewer. The Parties shall share [***] all fees and expenses of the Target Reviewer in accordance with such joint representation agreement.

For purposes of the designation of any particular Target as a Collaboration Target, the Parties may agree to not utilize the Target Reviewer under Sections 2.4.1 (Target Reviewer) and 2.4.2 (Target Reviewer). Upon such agreement, instead, the Alliance Director from Roche shall make such request to the Alliance Director from Vividion, and the Alliance Director from Vividion shall confirm whether or not the proposed Target is an Excluded Target. If the proposed Target is not an Excluded Target, then such Target shall be considered a Collaboration Target, and in case the Target replaces a previous Collaboration Target the replaced Target shall no longer be considered a Collaboration Target. If the proposed Target is an Excluded Target, then such Target may only be added by mutual agreement of the Parties. If the Target is added as Collaboration Target, the Collaboration Target Appendix shall be updated.

“Excluded Target” means any Target nominated by Roche under this Section 2.4 that:

(a) Is subject to an agreement with a Third Party under which Vividion has granted or is obligated to grant an exclusive license to a Third Party (or option for an exclusive license), is contractually restricted from, or grants rights otherwise inconsistent with, granting to Roche the rights herein, or would be obligated to pay royalties or other amounts to the Third Party by reason of including such Target hereunder;

(b) Vividion is in active negotiations [***] with respect to an arrangement described in clause (a) above;

(c) Is the subject of a then current Vividion program, [***];

(d) Is one of up to [***] priority actionable Targets in Tractability Assessment as described in an actionable hit list provided to the Target Reviewer. For purposes of the foregoing “Tractability Assessment” means that Vividion has [***]

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[***]:

(e) One of [***] Targets on Vividion’s highest priority active screening list. Such [***] Targets shall be those selected by Vividion from Targets [***].

In case Vividion claims that a Target proposed by Roche as a Collaboration Target is an Excluded Target, upon Roche’s request Vividion shall provide written records to the Target Reviewer to demonstrate that the the clauses (a), (b), (c), (d) and/or (e) applies.

In addition to the progress reports for a Collaboration Target pursuant to Section 2.8, Vividion shall provide Roche with the Validated Hit Data Package for [***] Directed To a Collaboration Target for which it completed during the Collaboration Term (and thereafter prior to [***] month after expiration of the WIP Term with respect to WIP Collaboration Targets for which a WIP Plan was agreed) the activities for such Compound(s) required to generate the documents, records, and reports required to be included in such Validated Hit Data Package and Roche shall confirm in writing the receipt of the complete Validated Hit Data Package.

On a Collaboration Target-by-Collaboration Target basis, upon the availability of a Validated Hit Data Package during the Collaboration Term (and thereafter prior to [***] after expiration of the WIP Term with respect to WIP Collaboration Targets for which a WIP Collaboration Plan was agreed), the JRC shall discuss the Validated Hit for such Collaboration Target as basis for selecting Nominated Programs. Subject to Section 2.5.1.1, Roche shall decide whether such Validated Hit shall be nominated as a “Nominated Program” (“Program Nomination”) by providing written notice thereof to Vividion within [***] days of the Delivery Date of a Validated Hit Data Package for a Collaboration Target (the date of Vividion’s receipt of such notice, the “Nomination Date”). If Roche does not provide such written notice indicating that the Validated Hit is a Nominated Program within such period, or Roche provides Vividion notice that such Validated Hit is not a Nominated Program (“Declined Nomination Notice”), then:

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If a second Covalent Degrader directed against the same Covalent Degrader Target but a different E3 Ligase becomes a Nominated Program within [***] months of nomination of the first Covalent Degrader against the same Covalent Degrader Target, to the extent such first Nominated Program is a Roche Program or Vividion Program, if a Party requests, then the JRC may decide to replace such first Nominated Program with such second Nominated Program with no additional Roche Program Nomination Fee or Vividion Program Nomination Fee, as applicable. A Party so requesting such replacement shall provide the other Party written notice of such replacement within [***] days after the Nomination Date for such second Nominated Program. After such a replacement, Roche shall no longer have any rights or options with respect to such first Nominated Program or Compounds Directed To both the applicable Collaboration Target and E3 Ligase for such first Nominated Program.

For clarity, a Nominated Program that is neither selected as a Roche Program or Vividion Program nor replaced pursuant to this Section 2.5.3, shall be deemed a Reserved Program and Section 6 (Exclusivity) shall apply.

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Nominated Programs shall be selected by the Parties within [***] days after its nomination and according to the following procedure and recorded in the minutes of the relevant JRC meeting:

For each Nominated Program, other than for the Collaboration Target [***], Vividion has the first choice of selecting such Nominated Program as a Vividion Program, if at the time of the Nomination Date for such Nominated Program there are less than [***] concurrent Vividion Programs (not counting any Vividion Programs deemed selected by Vividion pursuant to Section 2.5.1.1).

Vividion shall make such selection by providing written notice thereof to Roche within [***] days after its Nomination Date (“Vividion Selection Period”).

For each Nominated Program that Vividion has not selected as a Vividion Program, Roche may decide, at its discretion, whether to select such Nominated Program as a Roche Program by providing written notice to Vividion within [***] days after expiration of the Vividion Selection Period (or, if earlier, after Vividion provides written notice to Roche that it is not selecting such Nominated Program as a Vividion Program).

Notwithstanding the second paragraph of this Section 2.5.4, as long as Vividion has at least [***] concurrent Vividion Programs (not counting any Vividion Programs deemed selected by Vividion pursuant to Section 2.5.1.1), Roche has the first choice of selecting such Nominated Program (other than for the Collaboration Target [***]) as a Roche Program, such selection to be made by providing written notice thereof to Vividion within [***] days after its Nomination Date.

Roche shall have the first right to select any Nominated Program for the Collaboration Target [***] as a Roche Program by providing written notice thereof to Vividion within [***] days after its Nomination Date. If Roche does not so select such Nominated Program as a Roche Program, Vividion shall have the right to select such Nominated Program as a Vividion Program by providing written notice thereof to Roche within [***] days after expiration of Roche’s [***] day selection period.

Vividion shall have the first right to select any Nominated Program for the Collaboration Target [***] as a Vividion Program by providing written notice thereof to Roche within [***] days after its Nomination Date. If Vividion does not so select such Nominated Program as a Vividion Program, Roche shall have the right to select such Nominated Program as a Roche Program by providing written notice thereof to Vividion within [***] days after expiration of Vividion’s [***] day selection period.

A Nominated Program that is not initially selected as described above by the respective Party (or JRC) as a Vividion Program or a Roche Program is a “Reserved Program” as of the date of the expiry of the last applicable selection period.

If within [***] months of the Effective Date, Vividion has not yet selected the first Vividion Program, Vividion must select at least [***].

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If within [***] months after the Effective Date, Vividion has not yet selected the second Vividion Program, Vividion must select the second Vividion Program from one of the Reserved Programs as soon as there is at least [***] Reserved Program available; provided that Vividion shall not be obligated to select a second Vividion Program if at the time there are [***] Reserved Programs available and there is not at least [***].

If, during the Collaboration Term, a Vividion Program is discontinued pursuant to Section 3.2.1.4 and less than [***] Vividion Programs (or Programs resulting from Vividion Programs) remain, then Vividion shall select a new Vividion Program from the Reserved Programs, provided that at least [***] is available.

During the Reservation Period, Vividion and Roche shall have the right, on a first come-first serve basis (as evidenced by a written notice to the other Party), at their respective discretion to select additional Vividion Programs (up to a total of [***] concurrent Vividion Programs (not counting any [***]) during the Collaboration Term, and for any number of Vividion Programs after the Collaboration Term) or Roche Programs from Reserved Programs.

On a Reserved Program-by-Reserved Program basis, the Parties may select such Program pursuant to Section 2.5.6, for the period of time beginning on the date a Nominated Program has become a Reserved Program and ending on the later of (i) expiration of the Collaboration Term and (ii) the anniversary set forth in the table below of its Nomination Date, based on the number of Reserved Programs that exist as of [***] months after the expiration of the Collaboration Term (the “Reservation Period”)

Notwithstanding the foregoing, (a) if by the expiration of the Collaboration Term, Roche has not initiated at least [***] Roche Programs, then the Reservation Period for all Reserved Programs shall end upon the expiration of the Collaboration Term (or, with respect to WIP Collaboration Programs not selected as a Roche Program or Vividion Program pursuant to Section 2.5.4, the Reservation Period shall be deemed expired upon expiration of the last applicable selection period in Section 2.5.4), or (b) if Roche does not select at least [***] Roche Programs from the Reserved Programs in each successive [***] month period following expiration of the Collaboration Term then the Reservation Period for the respective Reserved Program shall terminate upon Vividion’s generation of a hit (i.e., a compound (that is not a Compound) meeting the [***] criteria in the definition of Hit) from an independently performed screen by Vividion outside the Agreement and Directed To the Collaboration Target of such Reserved Program (“Reserved Program Research Activities”).

For example, if at the end of the Collaboration Term, Roche has initiated at least [***] Roche Programs and there exists [***] Reserved Programs (with Nomination Dates of [***] months after the Effective Date, respectively), then the Reservation Period for such Reserved Programs shall be

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provided however, if Roche has not selected at least [***] Reserved Programs as Roche Programs within the [***] month period immediately following expiration of the Collaboration Term, and Vividion has started Reserved Program Research Activities for the [***] Reserved Program, then the Reservation Period for the corresponding Collaboration Target shall end upon such start of Reserved Program Research Activities.

Following the Reservation Period for a Reserved Program, if neither Party has selected such Reserved Program as Vividion Program or Roche Program, respectively, within its Reservation Period such Reserved Program shall be abandoned and Section 4.6.2 shall apply.

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Each Party shall be responsible for its own costs in the conduct of the Collaboration Plan other than as set forth in Section 2.6.2.

At least quarterly during the Collaboration Term, Vividion shall prepare and provide to the JRC a written report (which may be in the form of a slide presentation) summarizing the progress of the work performed by Vividion in the course of the Collaboration during the preceding Calendar Quarter.

Through the JRC, Roche may request that Vividion provides more detailed information and data regarding the updates earlier provided, and Vividion shall promptly provide the requesting Party with information and data to the extent identified in the Collaboration Plan to be exchanged between the Parties as is reasonably available and Controlled by Vividion. Promptly upon expiration of the Collaboration Term, Vividion shall provide a final written report (which may be in the form of a slide presentation) summarizing its activities under the Collaboration Plan and results thereof, to the extent not previously summarized in an earlier report. Upon Vividion’s request, to the extent Roche conducts activities under the Collaboration, Roche shall provide similar reports and updates. Vividion shall not be obligated under this Agreement to disclose to Roche any information comprising [***].

Each Party shall maintain records of the Collaboration (or cause such records to be maintained) in sufficient detail and in good scientific manner as will properly reflect all work done and results achieved by or on behalf of such Party in the performance of the Collaboration. All laboratory notebooks (which may be in the form of an electronic database) shall be maintained for no less than the term of any Patents issuing therefrom.

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Each Party will as a matter of course as described in the Collaboration Plan, the Preclinical Plan or the Clinical Plan upon the other Party’s reasonable written request, furnish to each other samples of Materials which constitute Know-How in such Party’s Control and are necessary for the other Party to carry out its responsibilities under the Collaboration Plan.

Each Party will use such Materials only pursuant to the Collaboration Plan, the Preclinical Plan, the Clinical Plan or otherwise in accordance with this Agreement or to exercise the rights granted to such Party pursuant to Section 4.6.2 or Section 5. Except with the prior written consent of the other Party, the Party receiving any such Materials will not distribute or otherwise allow the release of Materials to any Third Party, except for subcontracting or to Sublicensees in each case as permitted hereunder.

Upon nomination as a Roche Program pursuant to Section 2.5, Roche shall be solely responsible, at Roche’s cost and using Commercially Reasonable Efforts, to research, develop and commercialize Compounds and Products of such Roche Program. Roche will provide updates to Vividion pursuant to Section 9.2 (Development Updates) and Section 12.2 (Commercialization Updates).

Upon nomination as a Vividion Program pursuant to Section 2.5, Vividion shall within [***] days submit to the JRC for approval a Preclinical Plan of activities up to delivery of the CCS Data Package for such Vividion Program. Either Party may propose amendments to the Preclinical Plan from time-to-time. Any such amendments shall be subject to the approval by the JRC as set forth in Section 8.1.

Vividion shall, using Commercially Reasonable Efforts, be solely responsible, at [***] sole expense, for the development of Compounds until delivery of the CCS Data Package for such Vividion Program. The activities for a Vividion Program are described in a Preclinical Plan.

For each Vividion Program, after [***] months after selection as a Vividion Program (or such earlier time the JRC determines) the JRC shall review the CCS Criteria and required contents of the CCS Data Package to be delivered by Vividion for such Vividion Program and consider whether they should be amended for such particular Vividion Program. Any such amendment to the CCS Criteria and the required contents of the CCS Data Package shall be applicable for the particular Vividion Program under consideration and shall require the approval of the JRC. For clarity, the CCS Data Package would be established with the aim of providing information to evaluate whether the CCS Criteria have been achieved and shall not be required to contain information demonstrating that the CCS Criteria have been achieved.

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Vividion shall provide the CCS Data Package to the JRC promptly after completion of the activities for such Vividion Program required to generate the documents, records, and reports required to be included in such CCS Data Package.

Roche shall, as set forth in the Preclinical Plan, provide expertise to support advancements of Vividion Programs, such as information on useful cell lines and animal models and such information provided by Roche shall be considered Roche Know-How.

The JRC (by consensus only, with no escalation) may decide to terminate a Vividion Program, after which (a) if such termination is during the Collaboration Term, the Collaboration Target for such Vividion Program shall remain a Collaboration Target during the Collaboration Term and, at Vividion’s discretion, Vividion may continue activities under the Collaboration with respect to such Collaboration Target during the Collaboration Term to identify additional Validated Hits and propose Validated Hit Data Packages to Roche and the JRC for potential nomination as a Nominated Program, or (b) if such termination is after the Collaboration Term, the Collaboration Target for such Vividion Program shall cease to be a Collaboration Target, the Roche Option for such Vividion Program shall terminate and any rights granted by Roche to Vividion under this Agreement with respect to any Roche Target Ligand for such Collaboration Target shall terminate.

In addition, with respect to each Vividion Program, Vividion shall have the right beginning [***] months after such Vividion Program was selected as a Vividion Program pursuant to Section 2.5.4 or 2.5.6 to discontinue Vividion’s conduct of the Vividion Program on [***] months’ advance notice (a “Vividion Program Opt-Out”), which notice, for clarity may be provided as early as [***] months after such Vividion Program was selected as a Vividion Program. During such [***] month notice period, as requested by Roche, the Parties shall confer through the JRC regarding the progress made and results of the Vividion Program up to such point and if further requested by Roche prior to expiration of such [***] month period the discontinuation of such Vividion Program shall be escalated to the Senior Officers for discussion for [***] Business Days. The effective date of such Vividion Program Opt-Out shall be the expiration of such [***] month period, unless Roche requests escalation to the Senior Officers, in which case the effective date shall be the expiration of such [***] Business Day period, in each case to the extent Vividion does not withdraw such notice of a Vividion Program Opt-Out by notice thereof within such periods. After a Vividion Program Opt-Out, Roche shall have the right to exercise its Roche Option in accordance with Section 4.1, provided however if Roche exercises its Roche Option for such Vividion Program such Program shall be deemed a Roche Program rather than an Optioned Roche Program (e.g., Roche pays the milestones and royalties for a Roche Program rather than the milestones and royalties for an Optioned Roche Program); provided that Roche shall pay [***] US Dollars ($[***]) upon [***] instead of a [***] US Dollars ($[***]) option exercise fee under Section 13.6.

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Upon Roche’s exercise of its Option Right for a Vividion Program pursuant to Section 4.1 and in anticipation of Vividion’s exercise of the Vividion Option pursuant to Section 4.2, (other than in the case of (i) a Vividion Program Opt-Out or (ii) in the case Vividion does not have a Vividion Option or (iii) provides notice to Roche that it is not exercising the Vividion Option for such Optioned Roche Program), Vividion shall at the latest [***] Business Days after Roche’s exercise of its Option Right for a Vividion Program pursuant to Section 4.1 submit for approval (i) to the JRC a Preclinical Plan for activities up to Completion of the GLP Tox Study (“Vividion Draft Preclinical Plan”), and (ii) to the JDC a Clinical Plan for activities after the GLP Tox Study up to Completion of the PoC Study (“Vividion Draft Clinical Plan”). The JRC and JDC (as applicable) shall meet promptly after submission of the Vividion Draft Preclinical Plan and Vividion Draft Clinical Plan to discuss such draft plans and establish the Preclinical Plan for activities up to Completion of the GLP Tox Study and the Clinical Plan, as applicable. The Option Period for the Vividion Option for the respective Vividion Program shall be tolled until the final Preclinical Plan and Clinical Plan (including budgets therefor) have been established pursuant to Section 8.

The Vividion Draft Clinical Plan and Clinical Plan shall include an estimated number of subjects to be dosed with the applicable Product under such plan.

The Clinical Plan shall be updated and submitted for JDC approval upon Completion of the GLP Tox Study and whenever considered necessary by the JDC.

Vividion shall be solely responsible for the development, manufacture and supply of Compounds under such Vividion PoC Program and shall use Commercially Reasonable Efforts to conduct its activities under the Preclinical Plan and the Clinical Plan.

The JRC (prior to Completion of the GLP Tox Study) or JDC (after Completion of the GLP Tox Study), in each case solely by consensus, may decide to terminate a Vividion PoC Program, after which Vividion shall promptly wind-down its activities under such Vividion PoC Program, the costs of which shall be shared [***] pursuant to PoC Cost Sharing, and the Collaboration Target for such Vividion PoC Program shall cease to be a Collaboration Target, the Roche PoC Option for such Vividion PoC Program shall terminate and any rights granted by Roche to Vividion under this Agreement with respect to any Roche Target Ligand for such Collaboration Target shall terminate.

With respect to each Vividion PoC Program, Vividion shall have the right to discontinue its conduct of a Vividion PoC Program (“Vividion PoC Program Opt-Out”) by providing written notice to Roche prior to [***] days after the JDC has approved the Clinical Plan as first updated after Completion of the GLP Tox Study for such Vividion PoC Program. The following shall apply upon delivery of such notice:

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For each Vividion PoC Program, the Parties shall [***] share PoC Costs incurred by Vividion for the conduct of activities under the Preclinical Plan (to the extent incurred after provision of the applicable CCS Data Package) and Clinical Plan for a Vividion PoC Program, including for GLP-Tox Studies and the PoC Studies up to delivery of the PoC Data Package as described in the Financial Appendix (“PoC Cost Sharing”). If PoC Costs are exceeding [***] US Dollars ($[***]) for such program (all such costs in excess of $[***], the “Excess PoC Costs”), then at Vividion’s election Roche shall reimburse Vividion for all Excess PoC Costs (subject to the paragraph below). For clarity, Vividion shall decide to either pay [***] percent ([***]%) of Excess PoC Costs or no Excess PoC Costs, and shall not elect a different proportion of Excess PoC Costs.

The Preclinical Plan and Clinical Plan (and any amendment thereto) approved by the JRC or JDC, as applicable, by consensus (or by Roche exercising its final decision making authority) shall include a budget of PoC Costs for the conduct of the activities under such Preclinical Plan or Clinical Plan, as applicable (respectively, the “Preclinical Plan Budget” and “Clinical Plan Budget”). To the extent Roche amends the Preclinical Plan or Clinical Plan by exercising its final decision making authority to add additional activities, the budget in such plan for such additional activities shall be determined in the same manner and using the same assumptions as the budget set forth in the initial Preclinical Plan and Clinical Plan (e.g., the same costs per patient assumption should be used). The Parties shall share [***] PoC Costs incurred in excess of the Preclinical Plan Budget and Clinical Plan Budget, subject to Roche reimbursing all Excess PoC Costs, if applicable.

Following Roche’s exercise of the Roche PoC Option for such Vividion PoC Program, if Vividion exercises its Vividion Sharing Option and Vividion has elected to have Roche reimburse all Excess PoC Costs, Vividion shall pay to Roche [***] percent ([***]%) of such Excess PoC Costs by means of offsetting such amount from the Option Exercise Fee pursuant to Section 13.7.1 and, if necessary, the next corresponding future milestone payments for such Program. Vividion may, in its discretion from time-to-time elect to prepay any portion of such then-outstanding amounts upon written notice to Roche.

(b) If Roche does not exercise its Roche PoC Option for a Vividion PoC Program or if Vividion does not exercise its Vividion Sharing Option, then Vividion shall not be obligated to repay Roche any of the Excess PoC Costs.

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Vividion shall prepare and provide to the JRC or the JDC, as applicable, a detailed written report (which may be in the form of a slide presentation) summarizing the progress of the work performed by Vividion for a Vividion Program or a Vividion PoC Program, as applicable, during the preceding Calendar Quarter. Through the JRC or JDC, as applicable, Roche may request that Vividion provides more detailed information and data regarding the updates earlier provided, and Vividion shall promptly provide Roche with information and data generated under the Preclinical Plan or Clinical Plan Controlled by Vividion.

Vividion shall maintain records of its activities under each Vividion Program or Vividion PoC Program, as applicable, (or cause such records to be maintained) in sufficient detail and in good scientific manner as will properly reflect all work done and results achieved by or on behalf of Vividion in the performance of the Preclinical Plan or the Clinical Plan, as applicable. All laboratory notebooks (which may be in the form of an electronic database) shall be maintained for no less than the term of any Patents issuing therefrom.

With respect to each Vividion Program, Roche shall have the exclusive option right at the Delivery Date of the CCS Data Package (or upon a Vividion Program Opt-Out, if earlier) to obtain the exclusive license set forth in Section 5.2.1.2 for such Vividion Program to which the option pertains (“Roche Option”).

Roche shall have the right to exercise the Roche Option for a Vividion Program by providing notice thereof to Vividion within the Roche Option Period for such Vividion Program, even if not all CCS Criteria are met.

The term “Roche Option Period” shall mean, with respect to a Vividion Program, the period starting on the Delivery Date of the CCS Data Package for a Compound of such Vividion Program (or, if earlier, the effective date of a Vividion Program Opt-Out for such Vividion Program) and ending [***] months thereafter.

If Roche exercises the Roche Option for a Vividion Program by providing an Option Exercise Notice within the Roche Option Period, Roche shall have on the Selection Effective Date the exclusive license set forth in Section 5.2.1.2 (unless Vividion exercises the Vividion Option for such Vividion Program) and such Vividion Program is deemed an Optioned Roche Program (“Optioned Roche Program”) and no longer a Vividion Program.

Subject to the Roche Switch and the Vividion Switch, for the second Optioned Roche Program and fourth Optioned Roche Program, Vividion shall have the exclusive option right to develop such Optioned Roche Program until delivery of the PoC Data Package (“Vividion Option”).

Notwithstanding the foregoing, (a) subject to the Vividion Switch, Roche shall have a one-time right to declare that the Vividion Option shall be applicable to the [***] (the “Roche Switch”) by

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providing to Vividion written notice thereof together with the Option Exercise Notice for the first Optioned Roche Program and (b) Vividion shall have a one-time right (i) if Roche exercises the Roche Switch, to declare that the Vividion Option shall be applicable either to the [***] by providing written notice thereof to Roche within [***] days after its receipt of notice from Roche of the Roche Switch and (ii) if Roche does not exercise the Roche Switch, to declare that the Vividion Option shall be applicable to the [***] by providing to Roche written notice thereof within [***] days after receipt of the Option Exercise Notice for the second Optioned Roche Program ((i) or (ii) as applicable, the “Vividion Switch”).

For illustration, the following scenarios for Vividion Options are possible

For clarity, the [***].

Vividion must exercise the Vividion Option by providing written notice thereof to Roche within [***] days after the initial Preclinical Plan and initial Clinical Plan (including the budgets) for the Program is approved by the JRC (or established by Roche by exercising its final decision making authority). If Vividion exercises the Vividion Option, such Optioned Roche Program is converted to and shall be referred to as a “Vividion PoC Program” and Roche shall have the Roche PoC Option pursuant to Section 4.3.

Notwithstanding anything to the contrary, any Nominated Program for the Collaboration Target [***], regardless of when and in what order such Program becomes an Optioned Roche Program. Such Program becoming an Optioned Roche Program (or a Vividion PoC Program) shall not affect whether Vividion has the Vividion Option for other Optioned Roche Programs (i.e., the determination of whether an Optioned Roche Program is the [***] for purposes of determining whether Vividion shall have the Vividion Option shall be determined without taking into consideration any Optioned Roche Program for the Collaboration Target [***]), provided however that Vividion shall not have the right to exercise more than [***] Vividion Options (including [***]), unless there have been at least [***] Optioned Roche Programs that have not converted into a Vividion PoC Program.

If Vividion does not exercise the Vividion Option for an Optioned Roche Program after providing a Vividion Draft Preclinical Plan and Vividion Draft Clinical Plan for such Optioned Roche Program pursuant to Section 3.2.2, the following shall apply:

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(a) Upon Completion of the GLP Tox Study for such Optioned Roche Program, Roche shall provide Vividion its plan and budget for the conduct of clinical research and development activities Roche plans to conduct through the Completion of the last Clinical Study prior to a Pivotal Study for Compounds and Products for such Optioned Roche Program, which plan shall be prepared by Roche in good faith and conform to the plan and budget that Roche uses internally for planning and budgeting purposes (a “Roche PoC Clinical Plan”). Roche shall provide an updated Roche PoC Clinical Plan if Roche’s internal plans change prior to Initiation of the first Clinical Study under such Optioned Roche Program.

(b) Together with the Roche PoC Clinical Plan, Roche shall provide to Vividion an accounting of Development Costs incurred by Roche for such Optioned Roche Program since exercise of the Roche Option for such Optioned Roche Program (“Prior Roche PoC Costs”).

(c) Vividion shall have the right, by providing written notice within [***] days after its receipt of a Roche PoC Clinical Plan, to opt in to sharing Roche’s PoC Costs (mutatis mutandis) incurred in accordance with such Roche PoC Clinical Plan. If Vividion so opts in, then:

(i) Vividion shall pay Roche [***] percent ([***]%) of the Prior Roche PoC Costs for such Optioned Roche Program within [***] months after providing such notice to so opt-in.

(ii) Roche shall conduct the activities under and in accordance with the Roche PoC Clinical Plan, as may be amended, and the Clinical Plan, as may be amended;

(iii) the Parties shall share [***] the PoC Costs (mutatis mutandis) incurred by Roche for the conduct of activities under the Roche PoC Clinical Plan, as may be amended (subject to Vividion’s decision whether or not to share Excess PoC Costs pursuant to Section 3.2.3)

(iv) Roche shall provide Vividion progress reports and information and data pursuant to Section 3.2.4 and Section 4.7 mutatis mutandis;

(v) Upon completion of the Clinical Study(ies) in such Roche PoC Clinical Plan, Roche shall submit to Vividion a data package (“Roche PoC Data Package”) containing the set of documents, reports, records and reports that would be required in a PoC Data Package had Vividion conducted activities under a Clinical Plan for such Optioned Roche Program;

(vi) Such Optioned Roche Program shall thereafter be deemed a Roche PoC Program for purposes of determining milestones and royalties payable on Products for such Program and Roche shall pay to Vividion [***] US Dollars ($[***]) if Vividion exercises its Vividion Sharing Option or [***] US Dollars ($[***]) if Vividion does not exercises its Vividion Sharing Option (i.e., the difference between the option exercise fee for exercising the Roche PoC Option and the option exercise fee for exercising the Roche Option) upon [***] for a Product for such Program; and

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(vii) Vividion shall have the right to exercise its Vividion Sharing Option with respect to such Program as if such Program was a Roche PoC Program, provided that it may exercise such Vividion Sharing Option within [***] days after the later of Roche providing the Roche PoC Data Package and Roche providing Vividion the initial Development Plan for such Program (after delivery of the draft Development Plan). Roche shall deliver to the JDC for review a draft Development Plan for such Program within [***] months after providing the Roche PoC Data Package. Such Development Plan shall be prepared by Roche in good faith and conform to the plan and budget that Roche uses internally for planning and budgeting purposes.

With respect to each Vividion PoC Program, Roche shall have the exclusive option right to obtain the exclusive license set forth in Section 5.2.1.3 for such Vividion PoC Program to which the option pertains (“Roche PoC Option”). Together with the delivery of the PoC Data Package, Vividion shall declare its non-binding intent to exercise the Vividion Sharing Option pursuant to Section 4.4.

Within three [***] after either (i) the Delivery Date of the PoC Data Package for a Compound of a Vividion PoC Program or (ii) notice of the Vividion PoC Program Opt-Out for such Vividion PoC Program (“Roche PoC Option Period”), Roche shall have the right to exercise the Roche PoC Option for such Vividion PoC Program by providing to Vividion written notice thereof within the Roche PoC Option Period. For clarity, the PoC Data Package for a Compound of a Vividion PoC Program may be delivered by Vividion and Roche may also exercise the Roche PoC Option thereafter during the Roche PoC Option Period, even if not all PoC Criteria are met.

If Vividion has declared its intent (e.g., by communication at the JDC or, as requested by Roche, by written notice to Roche) to exercise the Vividion Sharing Option for a Vividion PoC Program, then together with the Option Exercise Notice of the Roche PoC Option for such Vividion PoC Program, Roche shall deliver to the JDC for review and discussion an initial Development Plan, which shall include a budget for the Allowable Development Expenses as described in the Financial Appendix. Such Development Plan shall be prepared by Roche in good faith and conform to the plan and budget that Roche uses internally for planning and budgeting purposes.

If Roche exercises the Roche PoC Option for a Vividion PoC Program within the Roche PoC Option Period, such Vividion PoC Program is deemed a Roche PoC Program and Roche shall have on the Selection Effective Date the license set forth in Section 5.2.1.3 (“Roche PoC Program”), in each case unless Vividion exercises the Vividion Sharing Option.

With respect to the first Product developed under each Vividion PoC Program, Vividion shall have the right to participate in (i) the Development Cost Sharing as set forth in Section 9.3, and (ii) the Profit and Loss Sharing in the US (“Vividion Sharing Option”), provided however that Vividion can only exercise its Vividion Sharing Option with respect to a Vividion PoC Program once for (i) and (ii) and not individually (i) or (ii).

Vividion may exercise a Vividion Sharing Option by providing notice to Roche thereof within [***] days after the Option Exercise Notice (and JDC approval of the initial Development Plan) for the Roche PoC Option. Such first Product shall be considered a Shared Product and the program

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therefor a “Shared Program” and any other Product under the Vividion PoC Program shall be considered a Roche PoC Product and the milestones and royalties for a Roche PoC Product under the respective Licensed Program shall apply.

[***].

With respect to each E3 Module, excluding those directed to Excluded E3 Ligases, for which Vividion delivers an E3 Module Data Package, during the Collaboration Term, Roche shall have the exclusive option right during the Collaboration Term to obtain the license as set forth in Section 5.2.3 to which the option pertains (“E3 Module Option”).

Roche has the right to exercise an E3 Module Option within [***] months after the Delivery Date of the respective E3 Module Data Package (“E3 Module Option Period”), unless mutually extended by agreement of the Parties, by providing an Option Exercise Notice to Vividion within such E3 Module Option Period.

If (i) Roche conducts research or development on a compound that (a) is not a Compound for which it has a license under Section 5.2.1 or 5.2.2, (b) comprised of a moiety directed to the E3 Ligase of such E3 Module, and (c) such compound also binds to a Covalent Degrader Target for which Vividion has provided Roche a Validated Hit Data Package, and (ii) [***] occurs with respect to such compound meeting all of the criteria of (i) within [***] years after Roche’s exercise of the E3 Module Option for such E3 Module (such compound, “Other E3 Compound”), then Roche shall provide notice to Vividion upon [***] for such Other E3 Compound and in addition to any amounts owed with respect to exercise of the E3 Module Option, Roche shall pay to Vividion [***] US Dollars ($[***]) upon such [***] and the amounts set forth in Sections 13.8, 13.11.1 and 13.12 shall be due with respect to any product containing such Other E3 Compound (or a Derivative (mutatis mutandis) thereof) as would be due for a Product under a Roche Program.

Notwithstanding Sections 4.5.1 and 5.2.3:

[***];

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If a Party does not exercise an Option Right under this Section 4 within the respective Option Period, then the Option Right will automatically expire and the Party not exercising the Option Right will no longer have any rights hereunder thereto, subject to this Section 4.6.

If Roche does not exercise the Roche Option for a Vividion Program or the Roche PoC Option for a Vividion PoC Program, then (a) the Roche Option for such Vividion Program or Vividion PoC Program, as applicable, will automatically terminate, and such Vividion Program or Vividion PoC Program, as applicable, shall cease to be a Vividion Program or Vividion PoC Program, respectively, (b) (unless there is another Nominated Program for a Covalent Degrader Target either utilizing a different E3 Ligase or a different Roche Target Ligand) the Collaboration Target for such Program shall cease to be a Collaboration Target and (c) Vividion shall have the right to research, develop, register, use, make, have made, import, export, market, distribute, and sell compounds and products (including Compounds and Products), in each case Directed To the Collaboration Target for such Vividion Program or Vividion PoC Program (“Sole Vividion Program”), subject to the remainder of this Section 4.6.2. For clarity, if for a Collaboration Target Vividion provides a Proposed Target Nomination Notice pursuant to Section 2.5.1.1 and Roche does not provide a Target Nomination Notice then clauses (b) and (c) above and the remainder of this Section 4.6.2 shall be applicable to such Collaboration Target.

With respect to Sole Vividion Program(s):

Effective upon such Program becoming a Sole Vividion Program (“Sole Vividion Program Effective Date”):

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The term “Achievement of PoC” shall mean, with respect to a Vividion PoC Program, achieving [***] in the conduct of such Vividion PoC Program. For clarity, if no Clinical Study having [***] has been Completed within such Vividion PoC Program then Achievement of PoC has not occurred.

For purposes of this Section 4.6.2, the definition of “Sales” and “Net Sales,” and Sections 13.12.1, 13.12.3 through 13.12.8, 14.1, 14.7 and 16 shall [***] and, solely for such purpose, each reference in each such Section (and any related definitions) to (a) Roche shall be deemed to be a reference to Vividion, and (b) a Sublicensee shall be deemed to be a reference to a licensee or sublicensee of Vividion or its Affiliates of an RTL Product.

“RTL Product” shall mean any Product that either (A) contains the Roche Target Ligand or (B) is Covered by a composition of matter claim (Section 1.24 shall apply mutatis mutandis) of a Roche Patent or of a Joint Patent licensed to Vividion pursuant to clause (i) above in this Section 4.6.2.

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If Vividion does not exercise the Vividion Sharing Option, the Product is not a Shared Product but a Roche PoC Product and the milestones and royalties for a Roche PoC Product shall apply.

If Roche does not exercise the E3 Module Option for an E3 Module within the E3 Module Option Period, Roche shall not have any rights to such E3 Module and Vividion and its Affiliates shall be free to use, grant rights to or disclose (including the structure of) such E3 Module (or components thereof or corresponding E3 Ligase or E3 Ligase Engagers) for any purpose and authorize Third Parties to do the same.

In addition to any data and information sharing through the JRC and JDC, as applicable, after the receipt of the respective Option Data Package and for the remainder of the Option Period with respect to such Option Data Package, (i) Roche shall have the right to perform reasonable due diligence with respect to such Option Data Package and the applicable Compounds and Products and Shared Products, and (ii) representatives of Roche shall have the opportunity to ask questions of and receive answers from representatives of Vividion related to the work that has been conducted and the data that have been generated with respect to such Option Data Package and the applicable Compounds and Products and Shared Products. Vividion shall respond to Roche’s inquiries in a timely fashion and shall promptly provide requested information regarding such Compounds and Products and Shared Products within the Vividion Patent Rights and Know-How for Roche to evaluate such Option Data Package.

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Promptly upon delivery of an Option Data Package or Validated Hit Data Package (each, a “Data Package”), Roche shall review such Data Package for completeness and if such Data Package is not complete it shall prepare and provide to Vividion a list identifying all items missing from such Data Package within [***] Business Days of Vividion’s delivery of such Data Package. To the extent the Data Package is not complete and Roche delivers such list of missing items within such time period pursuant to this Section 4.8, the “Delivery Date” for such Data Package shall mean the date Vividion re-delivers an updated version of such Data Package with such missing items and otherwise the “Delivery Date” shall mean the original date Vividion delivered the Data Package to Roche. If there is a dispute about whether a Data Package is complete, such dispute shall be resolved pursuant to Section 24.4(Expedited Resolution).

With respect to each Vividion Program and Vividion PoC Program, upon Roche’s reasonable request, Roche shall have the right, one time prior to exercising its Option Right to (i) conduct an inspection (including a cGMP audit, as appropriate) of Vividion’s manufacturing site at Vividion and (ii) participate with Vividion in any inspection (including a cGMP audit) that Vividion conducts of Vividion’s manufacturing sites at a CRO’s facility, for the Compound, subject to confidentiality obligations. The Parties shall reasonably cooperate to schedule such inspection consistent with Vividion’s right to conduct such inspections of a CRO’s facility. To the extent that Vividion does not have the right to permit Roche to participate in such inspection, Vividion shall cooperate in good faith to exercise its right to conduct an inspection of such facility in a manner sufficient to Roche.

Following an Option Right exercise (other than exercise of the Roche Option if Vividion exercises its Vividion Option), the JRC or JDC, as applicable, will establish a Transfer Plan and the Parties will conduct the Transfer Activities with respect to the Compound(s) for which the Option Right has been exercised.

Each Party grants to the other Party during the Collaboration Term a non-exclusive right and license under Know-How and Patent Rights Controlled by such Party (i.e., Vividion Patents and Vividion Know-How or Roche Patents and Roche Know-How, respectively) solely to enable the other Party to perform the activities assigned to it under the Collaboration Plan, the Preclinical Plan and the Clinical Plan under this Agreement, but excluding Vividion Core Platform Technology.

With respect to each Roche Program, upon selection of such Roche Program as a Roche Program pursuant to Section 2.5.4 or 2.5.6 and on the Selection Effective Date, Vividion hereby grants Roche, with respect to such Roche Program, an exclusive (even as to Vividion) license under the Vividion Patents and Vividion Know-How and its interest in the Joint Patents and Joint Know-How, in each case for such Roche Program, including the right to sublicense through multiple tiers solely as provided in Sections 5.3.1 and 5.3.2, to research, have researched,

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develop, have developed, register, have registered, use, have used, make, have made, import, have imported, export, have exported, market, have marketed, distribute, have distributed, sell and have sold Compounds and Products, in each case Directed To the Collaboration Target for such Roche Program, in the Field in the Territory.

With respect to each Optioned Roche Program, Vividion hereby grants Roche, with respect to such Optioned Roche Program and on the Selection Effective Date, an exclusive (even as to Vividion) license under the Vividion Patents and Vividion Know-How and its interest in the Joint Patents and Joint Know-How, in each case for such Optioned Roche Program, including the right to sublicense solely as provided in Sections 5.3.1 and 5.3.2, to research, have researched, develop, have developed, register, have registered, use, have used, make, have made, import, have imported, export, have exported, market, have marketed, distribute, have distributed, sell and have sold Compounds and Products, in each case Directed To the Collaboration Target for such Optioned Roche Program, in the Field in the Territory.

With respect to each Roche PoC Product, Vividion hereby grants Roche, with respect to such Roche PoC Product and on the Selection Effective Date an exclusive license (even as to Vividion), under the Vividion Patents and the Vividion Know-How and its interest in the Joint Patents and Joint Know-How, in each case for such Roche PoC Product, including the right to sublicense solely as provided in Sections 5.3.1 and 5.3.2, to research, have researched, develop, have developed, register, have registered, use, have used, make, have made, import, have imported, export, have exported, market, have marketed, distribute, have distributed, sell and have sold Compounds and Products, in each case Directed To the Collaboration Target for such Roche PoC Product, in the Field in the Territory.

With respect to each Shared Product, Vividion hereby grants Roche, with respect to such Shared Product and on the Selection Effective Date, an exclusive license (even as to Vividion), under the Vividion Patents and the Vividion Know-How and its interest in the Joint Patents and Joint Know-How, in each case for such Shared Product, including the right to sublicense solely as provided in Sections 5.3.1 and 5.3.2, to research, have researched, develop, have developed, register, have registered, use, have used, make, have made, import, have imported, export, have exported, market, have marketed, distribute, have distributed, sell and have sold Compounds and Shared Products, in each case Directed To the Collaboration Target for such Shared Product in the Field in the Territory.

With respect to each E3 Module, upon Roche’s exercise of the E3 Module Option for a given E3 Module and on the Selection Effective Date, Vividion grants Roche a Co-Exclusive license under the Vividion E3 Patents and Vividion E3 Know-How, and its interest in the Joint Patents and Joint Know-How, to use such E3 Modules for [***] (“E3 Field”). Roche shall have the right to grant sublicenses with regards to Bifunctional Degrader Compound developed in whole or in part by Roche or its Affiliate (but not the E3 Module or components thereof separately from such Bifunctional Degrader Compounds) solely as provided in Section 5.3.1 and 5.3.2, to research, have researched, develop, have developed, register, have registered, use, have used, make, have made, import, have imported, export, have exported, market, have marketed, distribute, have distributed, sell and

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have sold Bifunctional Degrader Compounds discovered by Roche or its Affiliates in the Field in the Territory. Notwithstanding the foregoing, no right or license is granted to Roche hereunder with respect to any E3 Ligase Engager that is first discovered, identified or acquired by Vividion or its Affiliate after the end of the Collaboration Term.

“Bifunctional Degrader Compound” shall mean, with respect to an E3 Module, [***].

“Co-Exclusive” for purposes of the foregoing license means, on an E3 Ligase Engager-by-E3 Ligase Engager basis, that until the earlier of [***], Vividion shall not grant a license to a Third Party to use such E3 Ligase Engager for such E3 Module in the E3 Field separately from a Bifunctional Degrader Compound developed in whole or in part by Vividion or its Affiliates. For clarity, Vividion and its Affiliates shall have the right to (i) use and exploit such E3 Ligase Engager for such E3 Module in the E3 Field and (ii) to authorize Third Parties to research, have researched, develop, have developed, register, have registered, use, have used, make, have made, import, have imported, export, have exported, market, have marketed, distribute, have distributed, sell and have sold Bifunctional Degrader Compounds discovered by Vividion or its Affiliates in the Field in the Territory. This Section 5.2.3 does not restrict Vividion or its Affiliates from using or exploiting an E3 Module outside the E3 Field or authorizing a Third Party to do so.

Except for the rights expressly granted under this Agreement, no right, title, or interest is granted hereunder by implication, estoppel, reliance, or otherwise, by a Party to the other Party, and all property rights not specifically granted herein are reserved to the owner thereof. For clarity, the Parties agree that nothing in Section 4.6.2 or this Article 5 shall be deemed to grant to the other Party a right or license to (i) any active pharmaceutical ingredient other than the Compounds and Products in each case that are Directed To (a) in the case of Roche, the Collaboration Target of a Roche Program or Directed To a Collaboration Target for which Roche has exercised an Option Right or (b) in the case of Vividion, the Collaboration Target for a Sole Vividion Program, and which in each case of this clause (i) are not Directed To any other Target (except, in the case of a Covalent Degrader, the corresponding E3 Ligase), or (ii) any targeting or binding moiety other than an E3 Ligase Engager within an E3 Module for which Roche exercised the E3 Module Option (i.e., those E3 Ligase Engagers identified in the corresponding E3 Module Data Package). Nothing in this Agreement grants Roche any rights to any Know-How or Patents that are licensed to Vividion under the Scripps License.

Roche and Vividion shall have the right to grant sublicenses to its Affiliates (through multiple tiers), and, with respect to Roche, to Chugai if Chugai is an Affiliate under this Agreement, under its rights granted under Section 5.2 without prior approval of the other Party. If a Party grants such a sublicense, such Party shall ensure that all of the applicable terms and conditions of this Agreement shall apply to the Affiliate to the same extent as they apply to such Party for all purposes. Such Party assumes full responsibility for the performance of all obligations and

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observance of all terms so imposed on such Affiliate and shall itself account to such Party for all payments due under this Agreement by reason of such sublicense.

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Each Party shall have the right to subcontract the work performed by it under this Agreement without prior approval of the other Party.

The JRC and the JDC, as applicable, shall discuss the use by Vividion of CROs for the performance of a Clinical Study and Vividion shall use a CRO recommended by the JRC or JDC, as applicable, that is either listed in Appendix 1.35 or otherwise approved by Roche (such approval not be unreasonably withheld, conditioned or delayed). Roche shall have the right to update the list of CROs set forth on Appendix 1.35 by informing the JRC or JDC, as applicable, in the event that Roche determines in good faith using Roche’s compliance criteria that such CRO is incapable of or unsuitable for performing activities under this Agreement, provided that Roche may not delete any CROs from the list on Appendix 1.35 if any activities are being conducted or expected to be conducted by such CRO(s) pursuant to a written agreement at the time of such update and Vividion shall use Commercially Reasonable Efforts to change the CRO if Roche deleted such CRO from the Appendix 1.35. At the request of Vividion, Roche shall explain at the JRC or JDC, as applicable, the basis for its determination to delete any CRO.

Each subcontract shall be consistent with the term and conditions of this Agreement. The subcontracting Party shall remain responsible, at its cost, for and shall ensure that each subcontractor complies with the terms and conditions of this Agreement.

Notwithstanding anything to the contrary in this Section 5.4 or elsewhere in this Agreement, no licenses or rights are granted to Vividion under any information, data, proprietary materials and/or other intellectual property rights whether or not patentable that are owned or controlled by [***], such data, information, proprietary materials and/or other intellectual property rights shall not be excluded from licenses or rights granted to Vividion as a result of this Section 5.4.

Vividion owns certain Cysteine Reactive Groups and Know-How pertaining thereto. Vividion shall not disclose Cysteine Reactive Groups and Know-How pertaining thereto, unless requested by Roche or otherwise required under this Agreement. If information on the structure of a molecule containing a Cysteine Reactive Group (other than a Roche Cysteine Reactive Group) is disclosed to Roche in connection with the Collaboration, a Program or an E3 Module, Roche shall not generate, develop or otherwise use other covalently reacting compounds containing such Cysteine Reactive Group other than for Compounds and Products under the licenses granted under this Article 5 for a time period that is the shorter of (i) a [***] months from the date of disclosure, or (ii) until the publication of the structure of the Cysteine Reactive Group and a description of its use as an electrophile for the purpose of reacting with a cysteine thiol on a Target. The term “Cysteine Reactive Groups” shall mean [***]. The term “Roche Cysteine Reactive Group” shall mean [***].

With respect to a given Collaboration Target, Vividion shall work exclusively with Roche (i) [***] and/or (ii) [***].

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For each Roche Program, or Optioned Roche Program, Vividion shall continue to work exclusively with Roche with respect to the Collaboration Target for such Roche Program or Optioned Roche Program, respectively, [***], as applicable (subject to Section 6.5).

For each Roche PoC Program or Shared Program, Vividion shall continue to work exclusively with Roche with respect to the Collaboration Target for such Roche PoC Program or Shared Program, respectively, until [***].

For purposes of the foregoing, to “work exclusively with Roche” means that Vividion shall not develop or commercialize a small molecule that is [***] (a “Collaboration Target Inhibitor”). Notwithstanding the foregoing:

(a) Vividion shall not be restricted from (i) conducting development activities with a product that is not a Collaboration Target Inhibitor (“Other Product”), in combination with a Third Party agent that is a Collaboration Target Inhibitor, or (ii) promoting, distributing, marketing, obtaining Regulatory Approval for or selling an Other Product for use in combination with a Collaboration Target Inhibitor sold by a Third Party; provided, in each such case, that Vividion does not receive any payments from a Third Party with respect to sales of such Collaboration Target Inhibitor, and Vividion does not have the right to otherwise research, develop or commercialize such Collaboration Target Inhibitor, in each case during the applicable exclusivity period under Sections 6.1 to 6.3 above;

(b) For clarity, it is understood that Vividion conducts proteome wide screening and as such may continue to conduct screens that may include Collaboration Targets during the exclusivity period under Sections 6.1 to 6.3 above and such activities shall not constitute a breach of Sections 6.1 to 6.3 so long as Vividion does not otherwise research, develop or commercialize a Collaboration Target Inhibitor and such screens are not conducted specifically for the purpose of identifying Collaboration Target Inhibitors for a Collaboration Target during the exclusivity period under Sections 6.1 to 6.3.

(c) For clarity, the restrictions in this Article 6 shall not be deemed to apply to Sole Vividion Programs or Collaboration Targets replaced pursuant to Section 2.3.

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Without limiting Article 7, if Entry into GLP Tox is not achieved by Roche for a Roche Program by [***] years after such Program is selected as a Roche Program pursuant to Section 2.5, then the restrictions in Section 6.2 shall terminate with respect to the Collaboration Target of such Roche Program. Roche shall have the right to ask Vividion for an extension of the [***] year period, after which such extension shall be discussed in good faith by the Parties.

Roche and Vividion shall use Commercially Reasonable Efforts to perform their respective activities contemplated by this Agreement, including the Collaboration Plan, the Preclinical Plan and the Clinical Plan in a timely manner. Each Party shall have sufficient FTEs experienced in the type of research or other activities to be undertaken in conducting efforts under the Collaboration Plan, the Preclinical Plan and the Clinical Plan.

Vividion shall use Commercial Reasonable Efforts for [***].

Roche shall use Commercially Reasonable Efforts to pursue further development and commercialization of Compounds and Products and Shared Products in the Field in the Territory with respect to each Program for which it has exercised its Option Right or has a license under Section 5.2.1.1. Roche shall be deemed to use Commercially Reasonable Efforts with respect to Compounds and Products within a given Program if it develops and commercializes [***].

Without limiting the foregoing, following exercise of the Roche Option or Roche PoC Option for a Vividion Program or Vividion PoC Program, the following shall apply with respect to such Program on a Program-by-Program basis until First Commercial Sale of a Product for such Program:

If, prior to the First Commercial Sale of the first Product in a Roche Program, Optioned Roche Program or Roche PoC Program, Roche’s updates to Vividion through the JRC, the JDC or pursuant to Section 9.2 either do not show [***], then Vividion shall have the right to terminate this Agreement for such Program and Section 22.3 shall apply as if Vividion terminated this Agreement for such Program pursuant to Section 22.2.1.

Within [***] days after the Effective Date of this Agreement, the Parties shall establish a JRC to oversee the activities under the Collaboration Plan(s) and Preclinical Plan(s).

The JRC shall be composed of six (6) persons (“Members”). Roche and Vividion each shall be entitled to appoint three (3) Members with appropriate seniority and functional expertise. Each Party may replace any of its Members and appoint a person to fill the vacancy arising from each such replacement. A Party that replaces a Member shall notify the other Party at least [***] days prior to the next scheduled meeting of the JRC. Both Parties shall use reasonable efforts to keep an appropriate level of continuity in representation. Both Parties may invite a reasonable number of additional experts and/or advisors to attend part or the whole JRC meeting with prior

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notification to the JRC. The Alliance Director of each Party shall attend the JRC meetings as permanent participant. One JRC representative from a Party shall chair the JRC on a rotating annual Calendar Year basis, with the initial chairperson to be from Vividion.

The JRC shall have the responsibility and authority to:

The JRC shall have no responsibility and authority other than that expressly set forth in this Agreement, unless mutually agreed by the Parties in writing.

The Chairperson or his/her delegate will be responsible for sending invitations and agendas for all JRC meetings to all Members at least [***] days before the next scheduled meeting of the JRC. The venue for the meetings shall be agreed by the JRC. The JRC shall hold meetings at least once per Calendar Quarter, either in person or by tele-/video-conference, and in any case as frequently as the Members of the JRC may agree shall be necessary.

The Chairperson will be responsible for designating a Member to record in reasonable detail and circulate draft minutes of JRC meetings to all members of the JRC for comment and review within [***] days after the relevant meeting. The Members of the JRC shall have [***] days to provide comments. The Party preparing the minutes shall incorporate timely received comments and distribute finalized minutes to all Members of the JRC for approval within [***] days of the relevant meeting.

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The JRC shall decide matters within its responsibilities set forth in Section 8.1.2.

The Members of the JRC shall act in good faith to cooperate with one another and seek agreement with respect to issues to be decided by the JRC. The Parties shall endeavor to make decisions by consensus.

If the JRC is unable to decide a matter by consensus, then

- [***];

- [***];

- [***];

- [***];

and c) neither Party shall have the final say on a decision of the JRC with respect to the following matters, and such matters shall not be escalated to Senior Officers or subject to determination pursuant Section 24.4 (Expedited Resolution):

-[***]

If the JRC is unable to decide by consensus on any matter within its authority (other than those covered under Section 8.1.5.3), including but not limited to changes of CCS Criteria, achievement of CCS, replacement of Vividion Programs pursuant to Section 2.5.3, then either Party may refer such matter to the Senior Officers, who together shall use reasonable and good faith efforts to reach a decision by consensus within [***] Business Days after the date such matter is referred to them. Any such decision shall be exercised in good faith and shall constitute a decision of the JRC. If the Senior Officers are not able to reach a decision within [***] Business Days, then except as described in Section 8.1.7 such matter will be determined in accordance with Section 24.4 (Expedited Resolution) and such determination shall constitute the decision (or approval, as applicable) of the JRC.

If the JRC is unable to decide a matter by consensus and after escalation to Senior Officers, then

[***]

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[***].

The JRC shall continue for the Collaboration Term. Thereafter, the JRC shall end with respect to each Collaboration Target, at the completion of the activities under the Preclinical Plan under the Agreement for such Collaboration Target (or expiration of the Roche Option for such Collaboration Target if earlier), provided that for a Vividion PoC Program, the JRC shall remain in place until Completion of the GLP-Tox Study.

Upon Roche’s exercise of a Roche Option for the first Vividion Program and in anticipation of Vividion’s exercise of the Vividion Option (other than in the case of a Vividion Program Opt-Out or in the case Vividion does not have a Vividion Option or provides notice to Roche that it is not exercising the Vividion Option for such Optioned Roche Program), the Parties shall establish a JDC to establish the Clinical Plan and to oversee the activities (i) under the Vividion PoC Programs from Completion of the GLP-Tox Study onwards with respect to a Product and (ii) of a Shared Product.

The JDC shall be composed of six (6) persons (“Members”). Roche and Vividion each shall be entitled to appoint three (3) Members with appropriate seniority and functional expertise. Each Party may replace any of its Members and appoint a person to fill the vacancy arising from each such replacement. A Party that replaces a Member shall notify the other Party at least [***] days prior to the next scheduled meeting of the JDC. Both Parties shall use reasonable efforts to keep an appropriate level of continuity in representation. Both Parties may invite a reasonable number of additional experts and/or advisors to attend part or the whole JDC meeting with prior notification to the JDC. The Alliance Director of each party shall attend the JDC meetings as permanent participant. One JDC representative from a Party shall chair the JRC on a rotating annual Calendar Year basis, with the initial chairperson to be from Vividion.

The JDC shall have the responsibility and authority to:

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The JDC shall have no responsibility and authority other than that expressly set forth in this Section, unless mutually agreed by the Parties in writing.

The Chairperson or his/her delegate will be responsible for sending invitations and agendas for all JDC meetings to all Members at least [***] days before the next scheduled meeting of the JDC. The venue for the meetings shall be agreed by the JDC. The JDC shall hold meetings at least quarterly while there is any Vividion PoC Program ongoing and otherwise twice per Calendar Year, either in person or by tele-/video-conference, and in any case as frequently as the Members of the JRC may agree shall be necessary. The Alliance Director of each Party may attend the JDC meetings as a permanent participant.

The Chairperson will be responsible for designating a Member to record in reasonable detail and circulate draft minutes of JDC meetings to all members of the JDC for comment and review within [***] days after the relevant meeting. The Members of the JRC shall have [***] days to provide comments. The Party preparing the minutes shall incorporate timely received comments and distribute finalized minutes to all Members of the JDC for approval within [***] days of the relevant meeting.

The JDC shall decide matters within its responsibilities set forth in Section 8.2.2.

The Members of the JDC shall act in good faith to cooperate with one another and seek agreement with respect to issues to be decided by the JDC. The Parties shall endeavor to make decisions by consensus.

If the JDC is unable to decide a matter by consensus, then Roche shall have the final say (without escalation) regarding:

and Vividion shall have the final say regarding [***].

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Neither Party shall have the final say on a decision of the JDC with respect to the following matters, and such matters shall not be escalated to Senior Officers or subject to determination pursuant Section 24.4 (Expedited Resolution):

-[***]

If the JDC is unable to decide a matter within its authority (other than under Section 8.2.5.3) by consensus, then such matter shall be referred to the Senior Officers for resolution, who together shall use reasonable and good faith efforts to reach a decision by consensus within [***] Business Days after the date such matter is referred to them. If the Parties still fail to reach a decision within such [***] Business Days, then such matter shall be determined in accordance with Section 24.4 (Expedited Resolution) and such determination shall constitute the decision (or approval, as applicable) of the JDC.

The JDC shall end, on a Vividion PoC Program-by-Vividion PoC Program basis, at the delivery of the PoC Data Package for such Vividion PoC Program provided that in the case Vividion exercises the Vividion Sharing Option for a Vividion PoC Program the JDC shall remain in place until the discontinuation of Development of the Shared Product.

If Vividion does not exercise the first Vividion Option for the Optioned Roche Program after the initial Clinical Plan for the Program is approved by the JDC, the JDC shall end for such Program, provided that the JDC shall be reestablished, if Vividion exercises its option pursuant to Section 4.2.2.

Vividion and Roche shall exchange the information in relation to its activities under this Agreement through the JRC and JDC, as applicable. The JRC and the JDC may determine other routes of information exchange.

The JRC and the JDC does not have the right to establish sub-committees.

The JRC and the JDC have the authority to establish joint operational teams (“JOT”) as necessary to prepare plans and to perform activities within the scope of such committee’s responsibility and authority for the applicable Program. JOTs shall not have decision making authority except to the extent delegated by the respective committee as applicable. Any disagreement between the members of Roche and Vividion on a JOT shall be referred to the applicable committee that formed the JOT for resolution.

Each JOT shall perform such activities as decided by the respective committee. Each JOT shall consist of the members designated by each Party (with each Party having equal number of members, unless otherwise agreed) and each member shall have the expertise and knowledge sufficient to perform assigned activity.

The Parties will establish a joint patent coordination team.

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Each Party shall appoint one person to be its point of contact with responsibility for facilitating communication and collaboration between the Parties (each, an “Alliance Director”). The Alliance Directors shall be permanent participants of the JRC and JDC meetings (but not members of the JRC and JDC) and may attend JOT meetings as appropriate. The Alliance Directors shall facilitate resolution of potential and pending issues and potential disputes to enable the JRC or JDC to reach consensus and avert escalation of such issues or potential disputes.

The JRC or JDC shall have no authority to amend or waive any terms of this Agreement, nor to increase or substantially modify the nature of the required effort, expenses or activities of a Party under the Collaboration Plan. For clarity, the JRC and JDC shall not have decision-making authority with respect to the conduct of Sole Vividion Programs.

Each Party shall be responsible for its own expenses including travel and accommodation costs incurred in connection with the JRC or JDC.

Notwithstanding the foregoing, at any time after the earlier of [***] years after the Effective Date and completion of Vividion’s activities pursuant to the Collaboration Plan and for any reason, Vividion shall have the right to withdraw from participation in the JRC, JDC and any or all of the JOTs with respect to one or more Collaboration Targets upon notice to Roche referencing this Section 8.9, which notice shall be effective immediately upon receipt (“Withdrawal Notice”). Following the issuance of a Withdrawal Notice and subject to this Section 8.9, the Parties will amend the respective decision making and disclosure rights and obligations enumerated in this Agreement to preserve the Parties’ respective decision making and disclosure rights and obligations in the absence of participation through such JRC, JDC and/or JOTs.

Other than Vividion’s development responsibilities for a Vividion PoC Program pursuant to Section 3.2, Roche, at its sole cost and discretion (subject to cost sharing under the Vividion Sharing Option pursuant to Section 4.4), shall use Commercially Reasonable Efforts to develop Compounds and Products and Shared Products for Licensed Programs.

Roche shall use Commercially Reasonable Efforts to conduct the activities for a Shared Product under and in accordance with the Development Plan for such Shared Product.

Roche shall submit to the JDC for review any amendment to the Development Plan for a Shared Product after Vividion exercises the Vividion Sharing Option for such Shared Product.

Roche shall provide a written summary report (which may be in the format of a slide deck) to Vividion to update Vividion with a summary based on information Roche provides to its internal management as to development progress and plans for each Product (other than Shared Products prior to the disbandment of the JDC for such Shared Product) under a Licensed Program, which report shall include, without limiting the foregoing, a summary in reasonable detail of available results, plans and activities for further development of such Product. Such report shall be provided [***] until Completion of a Pivotal Study for such Licensed Program and annually thereafter.

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If Vividion exercises its Vividion Sharing Option with respect to one or more Vividion PoC Programs, then, subject to Section 9.4, Vividion will be responsible for sharing Allowable Development Expenses for the applicable Shared Product incurred in accordance with the Development Plan, on a Shared Product-by-Shared Product basis, as defined in the Financial Appendix (“Development Cost Sharing”).

If, for a Shared Product, for whatever reason Allowable Development Expenses exceed or are budgeted to exceed [***] US Dollars ($[***]) over the initial budget of Allowable Development Expenses set forth in the initial Development Plan for such Shared Product (“Initial Budget” and $[***] over such Initial Budget the “Threshold Development Costs”), Vividion shall, for such Shared Product, have the option to (a) elect to have Roche bear all Allowable Development Expenses in excess of the Threshold Development Costs (“Excess Development Opt-Out”) or (b) elect for the Development Cost Opt-Out to occur for such Shared Product as described in Section 9.5, in either case of (a) or (b) by providing written notice to Roche within [***] days of receiving written notice from Roche of such excess Allowable Development Costs exceeding or budgeted to exceed the Threshold Development Costs (“Excess Development Cost Notice”). If upon providing an Excess Development Cost Notice Vividion does not exercise the Development Cost Opt-Out for the applicable Shared Product within such [***] days notice period, Vividion may thereafter exercise the Excess Development Opt-Out or Development Cost Opt-Out effective as of the following Calendar Quarter (or sooner at Vividion’s election upon and to the extent there is an amendment to the Development Plan leading to an increase of the budget for Allowable Development Expenses and affecting the budget for the Calendar Quarter in which such exercise is made). Once exercised, the Excess Development Opt-Out may not be reversed for such Shared Product.

If Vividion exercises its Excess Development Opt-Out with regards to (a) above, then Roche shall have the right recoup an amount equal to [***] percent ([***]%) of the Allowable Development Expenses incurred in excess of such Threshold Development Costs in connection with such Excess Development Opt-Out by offsetting this amount against any payments owed to Vividion for the applicable Shared Product (i.e., any milestone payments or royalties in any country, and profits from the Profit and Loss Sharing), provided that if after [***] years after the First Commercial Sale of such Shared Product in a Major Market, Roche may [***] under this Agreement. For clarity, Vividion shall continue to be responsible for sharing Allowable Development Expenses according to Section 9.3 that do not exceed the Threshold Development Costs unless it exercises a Development Cost Opt-Out. Vividion may in its discretion from time-to-time elect to pre-pay any portion of the then-outstanding recoupable Allowable Development Expenses upon written notice to Roche.

The Development Plan for a Shared Product is prepared and executed in accordance with Roche’s internal procedures.

Vividion may, upon written notice to Roche, opt out of sharing of Allowable Development Expenses for a Shared Product (“Development Cost Opt-Out”), in which case (a) Vividion shall not share in additional Allowable Development Expenses for such Shared Product, (b) Vividion shall not participate in the Profit and Loss Sharing for such Shared Product and shall, instead, receive royalties and milestones for such Shared Product as if it were a:

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and (c) Roche shall no longer be required to obtain JDC approval of the Development Plan. Such Development Cost Opt-Out shall become effective: (X) immediately upon Vividion’s notice if received within [***] days after receipt of an Excess Cost Development Notice and effective as of the following Calendar Quarter if received thereafter (or sooner at Vividion’s election upon and to the extent there is an amendment to the Development Plan leading to an increase of the budget for Allowable Development Expenses and affecting the budget for the Calendar Quarter in which such exercise is made) (and in such case, Vividion shall not be obligated to share Cost Overruns incurred prior to the Excess Development Cost Notice to the extent they are in excess of the Threshold Development Costs) and otherwise (Y) on January 1 of a Calendar Year if Vividion’s notice of such Development Cost Opt-Out is provided on or prior to June 30 of the prior Calendar Year and on June 30 of a Calendar Year if Vividion’s notice of such Development Cost Opt-Out is provided from between July 1 and December 31 of the prior Calendar Year.

Subject to Section 10.1.2 Roche shall use Commercially Reasonable Efforts to manufacture and supply Compound and Product for pre-clinical and clinical use for Licensed Programs, at its own cost.

Roche shall use Commercially Reasonable Efforts to manufacture and supply Shared Products for non-clinical and clinical use, subject to the Development Cost Share as defined in the Financial Appendix.

Vividion shall use Commercially Reasonable Efforts to manufacture and supply compounds of a program prior to being a Nominated Program at its own cost.

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Vividion shall use Commercially Reasonable Efforts to manufacture and supply Compounds and Products under Vividion Programs and Vividion PoC Programs at its own cost, provided that the cost for the Vividion PoC Programs shall be shared as PoC Cost as defined in the Financial Appendix.

Roche shall use Commercially Reasonable Efforts to manufacture and supply Products and Shared Products for commercial use in the Territory, either by itself or through Third Parties, for Licensed Programs at its own cost (subject to Vividion’s Development Cost Share and Profit and Loss Share for Shared Products).

Unless otherwise specified in this Agreement or as agreed to by the Parties, the following shall apply to all shipments that a Party or a Party’s designees are to provide to the other Party: in case of shipment to Roche: shipped DAP Roche Basel or Roche’s designee (Incoterms 2010).

In case of shipment to Vividion: shipped DAP Vividion San Diego or Vividion’s designee (Incoterms 2010).

Roche shall have the right, but not obligation, to request a manufacturing transfer as soon as feasible after exercising the Roche Option for a given Licensed Program. Within [***] months upon such request of Roche, Vividion shall use Commercially Reasonable Efforts to complete the transfer of all its Vividion Know-How for such Licensed Program reasonably necessary for the manufacture of the Compound in question with the goal of enabling Roche and/or its designated contract manufacturing organization to manufacture such Compound under such Program, (“Manufacturing Transfer”).

In case of Manufacturing Transfer of a Licensed Program prior to the Initiation of the first Phase I Study of such Licensed Program, the Parties shall plan for a transfer at the latest [***] after the Option Exercise Date.

The Parties will agree in good faith on a Manufacturing Transfer protocol defining the scope and conditions of transfer. The Manufacturing Transfer shall be included in the Transfer Plan.

Each Party shall bear its own costs for the Manufacturing Transfer (in case of transfer from Roche to Vividion, this Section 10.4 shall apply mutatis mutandis), provided that if a Party requests transfer to such Party from a Third Party contract manufacturer included in Appendix 1.35 such Party shall be responsible for amounts owed to such Third Party to conduct such transfer.

Prior to Roche’s exercise of the Roche PoC Option, Vividion (i) shall be responsible [***] (in consultation with Roche as described below) for all regulatory affairs relating to the Vividion PoC Programs and (ii) shall lead all interactions with applicable Regulatory Authorities for the Vividion PoC Programs, each until exercise of the Roche PoC Option.

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During such time (a) Vividion shall file and own all INDs for a Vividion PoC Program, (b) Roche shall have the right to have one (1) representative attend (as a non-participatory observer) material regulatory meetings (including face-to-face meetings and, to the extent scheduled, phone calls) with Regulatory Authorities for the Product for a Vividion PoC Program to the extent permitted by Applicable Law; Vividion shall give notice of any such meeting within [***] Business Days after Vividion first receives notice of the scheduling of such meeting; Roche may have a reasonable number of representatives participate in any preparatory pre-meetings held prior to such a Regulatory Authority meeting, (c) Vividion will consult with Roche on its material communications with and material submissions by Vividion to any Regulatory Authority (“Regulatory Materials”) for the Vividion PoC Program, including all IND submissions, IND amendments, Regulatory Authority meeting requests and Regulatory Authority advice (including scientific advisory packages) as follows: (i) Vividion shall provide copies of draft Regulatory Authority meetings requests, Regulatory Authority advice (including scientific advisory packages) and any other material submissions and communications (including written summaries of material oral communications proposed or conducted by or on behalf of Vividion) with any Regulatory Authority pertaining to the Compound or Product sufficiently in advance, where reasonable, for Roche to comment on any such Regulatory Materials or communications with any Regulatory Authority, and (ii) Vividion shall give due consideration in good faith to any comments provided by Roche in relation to such Regulatory Materials or communications with any Regulatory Authority. Material communications include all formal communications or communications that impact the PoC Study.

The following in this Section 11.1.1 shall be part of the Transfer Activities after exercise of the Roche PoC Option for a Vividion PoC Program, specifically with respect to regulatory affairs. All such Transfer Activities shall commence in accordance with the timeline in the Transfer Plan or as otherwise reasonably practical to facilitate Roche’s preparation for continued development of the Compound.

After Roche’s reasonable request (unless not allowed by Applicable Law), in accordance with the Transfer Plan, Vividion shall, to the extent it has the right to, transfer sponsorship of the existing INDs for the applicable Vividion PoC Program to the Roche Affiliate designated by Roche, and the Parties will cooperate to draft and execute the necessary documents required to effect such transfer. Prior to the IND transfer, Vividion shall provide to Roche copies of all material correspondence with the Regulatory Authorities, to the extent not previously provided. For all completed study reports, Vividion shall provide reasonably necessary documentation in its Control to confirm data reliability, as required by Article 43 of the Japanese Pharmaceutical Affairs Law Enforcement Regulations and related notifications, including original author signatures, raw data lists, GLP and Good Clinical Practice compliance information. All documentation will be provided in English.

After Roche’s reasonable request in accordance with the Transfer Plan, Vividion shall transfer to Roche all relevant historical clinical safety data for the applicable Product for the applicable Vividion PoC Program.

Subject to Section 11.1.3, after the exercise of its Option Right for a Licensed Program: (a) Roche shall be solely responsible [***] for all regulatory affairs related to Compounds and Products and Shared Products in the Territory for the applicable Licensed Program including the preparation and filing of applications for Regulatory Approval as well as any or all governmental approvals required to develop, have developed, make, have made, use,

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have used, manufacture, have manufactured, import, have imported, sell and have sold Products and Shared Products for such Licensed Program, (b) Roche shall be responsible for pursuing, compiling and submitting all regulatory filing documentation, and for interacting with regulatory agencies, for all Products in all countries in the Territory for the applicable Licensed Program and (c) Roche or its Affiliates shall own and file in their discretion (subject to the terms and conditions of this Agreement) all regulatory filings and Regulatory Approvals for all Products and Shared Products in all countries of the Territory for the applicable Licensed Program.

For each Shared Product and for as long as Vividion is sharing Allowable Development Expenses for such Shared Product as described in the Financial Appendix: (a) Vividion shall have the right to have one (1) representative attend (as a non-participatory observer) material regulatory meetings for [***] Major Markets (including face-to-face meetings and, to the extent scheduled, phone calls) with Regulatory Authorities for the Shared Product to the extent (i) permitted by Applicable Law and (ii) such attendance is not jeopardizing communication of Roche with such Regulatory Authorities, as discussed in good faith between the Parties; Roche shall give notice of any such meeting within [***] Business Days after Roche first receives notice of the scheduling of such meeting; Vividion may have a reasonable number of representatives participate in any preparatory pre-meetings held prior to such a Regulatory Authority meeting, and (b) Roche will consult with Vividion on its material communications with and material Regulatory Materials submitted by Roche to any Regulatory Authority in a Major Market for the Shared Product, including all IND submissions, IND amendments, Regulatory Authority meeting requests and Regulatory Authority advice (including scientific advisory packages) as follows: (i) Roche shall provide copies of draft Regulatory Authority meetings requests, Regulatory Authority advice (including scientific advisory packages) and any other material submissions and communications (including written summaries of material oral communications proposed or conducted by or on behalf of Roche) with any Regulatory Authority pertaining to the Compounds or Shared Product sufficiently in advance, where reasonable, for Vividion to comment on any such Regulatory Materials or communications with any Regulatory Authority, and (ii) Roche shall give due consideration in good faith to any comments provided by Vividion in relation to such Regulatory Materials or communications with any Regulatory Authority. Material communications include all formal communications or communications that substantively impact any Clinical Study conducted under the Development Plan.

The Parties shall execute separate Pharmacovigilance Agreement(s) specifying the procedure for the information exchange of the adverse events that may occur during the development for Licensed Programs if necessary for the respective Licensed Products and each such agreement will be in place prior to the first patient being dosed in the first Clinical Study of a Product in the Territory.

Roche, at its own expense, shall have sole responsibility and decision making authority (subject to the terms and conditions of this Agreement, including Article 6) for the marketing, promotion, sale, booking of sales, and distribution of Products and Shared Products in the Territory for Licensed Programs.

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Upon request of Vividion, Roche shall update Vividion regarding the commercialization of the Products in the Territory in the Field by Roche, its Affiliates and Sublicensees including plans and activities in preparation of launch in the Major Markets and in Japan. If Vividion requests an update, Roche shall provide a summary in reasonable detail, in writing (in the format of a slide deck) and/or through a meeting (face to face/ tele-presence/videoconference or telephone). Vividion shall not request an update more frequently than [***] per Calendar Year.

Upon request of Vividion, Roche shall update Vividion regarding the commercialization of the Shared Products in the Territory in the Field by Roche, its Affiliates and Sublicensees including plans and activities in preparation of launch in the Major Markets and in Japan. If Vividion requests an update, Roche shall provide a summary in reasonable detail, in writing (in the format of a slide deck) and/or through a meeting (face to face/ tele-presence/videoconference or telephone). Vividion shall not request an update more frequently than [***] per Calendar Year.

Subject to Section 9.5, Vividion shall have the right to opt-out of the Profit and Loss Sharing. Vividion’s opt-out right shall be exercisable at any time.

In such case, (i) the Profit and Loss Sharing under this Agreement shall terminate with respect to such Shared Product, (ii) Vividion shall continue to share the Allowable Development Expenses for such Shared Product (unless it exercised its Development Cost Opt-Out), and (iii) Roche shall pay to Vividion milestones pursuant to Section 13.10 and 13.11 and royalties pursuant to Section 13.12 for such Shared Product as a Shared Product with no Profit and Loss Sharing.

On a Shared Product-by-Shared Product basis, upon Roche’s request after the earlier of (i) the [***] and (ii) cessation of all marketing, detailing and other promotional activity in the United States for such Shared Product, the Parties shall negotiate in good faith royalty rate(s) Roche shall pay to Vividion instead of Vividion participating in Profit and Loss Sharing for such Shared Product and the duration Roche shall pay such royalty. If the Parties are not able to agree on such terms, then upon either Party’s request, such matter shall be resolved by Expedited Resolution pursuant to Section 24.4.

For a given Shared Product, [***] months prior to the anticipated first Regulatory Approval of the Shared Product in the United States Roche shall provide Vividion an initial commercialization plan for the United States for such Shared Product, including the corresponding initial budget for Launch Costs (as defined in the Financial Appendix), the amount of actual Launch Costs incurred by Roche prior to delivery of such plan to Vividion, and the then current Net Sales forecast for the period Roche has forecasted at such time (the “Initial Commercialization Plan”). The Initial Commercialization Plan shall conform to the plan Roche uses for internal planning and budgeting purposes at Roche. Vividion shall not be obligated to share any Launch Costs incurred by Roche prior to [***] months after Roche provides the Initial Commercialization Plan to Vividion unless Vividion does not opt-out of Profit and Loss Sharing pursuant to Section 12.3 within such [***] months period. If Vividion does not opt-out of Profit and Loss Sharing within such [***] month period, then Vividion shall promptly reimburse Roche for fifty percent (50%) of such Launch Costs incurred during such [***] month period in accordance with the budget in the Initial Commercialization Plan and 50% of the actual Launch Costs incurred by Roche for the Shared Product prior to providing the Initial Commercialization Plan to Vividion, as reported in the Initial Commercialization Plan.

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If Launch Costs prior to First Commercial Sale of a Shared Product exceed [***] percent ([***]%) of such initial budget in the Initial Commercialization Plan (“Threshold Launch Costs”), then upon Vividion’s request, Roche shall bear the remaining Launch Costs incurred in excess of the Threshold Launch Costs (such amounts, the “Excess Launch Costs”), provided that in such case Roche shall be permitted to recoup an amount equal to [***] percent ([***]%) of the Excess Launch Costs by offsetting such amounts against future profit and milestone payments due for such Shared Product, provided that if after [***] years after the First Commercial Sale of such Shared Product in the United States it is reasonably determined that the future payments owed Vividion for such Shared Product will not be sufficient for Roche to recoup all such amounts, Roche may offset unrecouped amounts against payments owed to Vividion for other Products or Shared Products under this Agreement. Vividion may in its discretion from time-to-time elect to pre-pay any portion of the then-outstanding recoupable Excess Launch Cost upon written notice to Roche.

Roche and its Affiliates shall have the sole right and responsibility to conduct and make decisions regarding medical affairs activities with respect to all Products and Shared Products for Licensed Programs.

The Medical Affairs cost in the US for a Shared Product shall be shared as defined in the Financial Appendix.

With respect to a Shared Product, Vividion’s Sales Representatives shall be supported by Roche’s or its Affiliate’s Medical Affairs personnel.

Within [***] Business Days after the Effective Date and receipt of an invoice from Vividion, Roche shall pay to Vividion One Hundred Thirty Five Million US Dollars (135’000’000 USD).

Within [***] days after the first extension of the Collaboration Term pursuant to Section 2.6, Roche shall pay Vividion an extension fee of [***] US Dollars ([***] USD) for the first one-year extension of the Collaboration Term.

Within [***] days after the second extension of the Collaboration Term pursuant to Section 2.6, Roche shall pay Vividion an extension fee of [***] US Dollars ([***] USD) for the second one-year extension of the Collaboration Term.

Together with each of first [***] times Roche exercises an E3 Module Option, Roche shall pay Vividion [***] US Dollars ([***] USD).

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Together with each of the [***] and [***] times Roche exercises an E3 Module Option, Roche shall pay Vividion [***] US Dollars ([***] USD).

Upon each selection pursuant to Section 2.5 of a Nominated Program as a Roche Program, Roche shall pay Vividion [***] US Dollars ([***] USD), except with respect to a Roche Program for the Collaboration Target [***] for which Roche shall pay Vividion [***] US Dollars ([***] USD) ( “Roche Program Nomination Fee”).

Roche shall pay Vividion [***] US Dollars ([***] USD) upon the first [***] for the first Product under each Roche Program. Roche shall provide Vividion written notice of each such entry within [***] Business Days thereof.

Upon each selection pursuant to Section 2.5 of a Nominated Program as a Vividion Program, Roche shall pay Vividion [***] US Dollars ($[***] USD), except with respect to a Vividion Program for the Collaboration Target [***] for which Roche shall pay Vividion [***] US Dollars ([***] USD) (“Vividion Program Nomination Fee”). If a Vividion Program is nominated pursuant to Section 2.5.5 to replace a Vividion Program that is discontinued within [***] months after initiation of the Preclinical Plan for such Vividion Program, then no payment is due for such nomination under this Section 13.5 (unless such Vividion Program so nominated is for the Collaboration Target [***] and the Vividion Program being replaced is not, in which case Roche shall pay [***] US Dollars ([***] USD) (i.e., the difference between the Vividion Program Nomination Fee for a [***] Vividion Program and for a Vividion Program not for [***])). For clarity, if a Vividion Program is nominated pursuant to Section 2.5.5 to replace a Vividion Program that is discontinued after such [***] month time period then a payment shall be due under this Section 13.5 for such nomination regardless of how many Vividion Programs exist.

Upon each exercise of the Roche Option for a Vividion Program and provided that Vividion has not exercised the Vividion Option for such Vividion Program pursuant to Section 4.2, Roche shall pay Vividion [***] US Dollars ([***] USD).

Roche shall (i) within [***] days after expiry of the notice period during which Vividion may exercise the Vividion Sharing Option (Section 4.4 Vividion Sharing Option) (or, if earlier, receipt of notice from Vividion that it is not exercising the Vividion Sharing Option), if applicable, or (ii) within [***] after exercise of the Roche PoC Option for a Vividion PoC Program, pay Vividion either of the following amounts for each exercise of a Roche PoC Option:

(a) pay Vividion [***] US Dollars ([***] USD) upon each exercise of the Roche PoC Option for a Vividion PoC Program, if Vividion exercises the Vividion Sharing Option for such Vividion PoC Program; or

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(b) [***] US Dollars ([***] USD) upon each exercise of the Roche PoC Option for a Vividion PoC Program if Vividion does not exercise the Vividion Sharing Option for such Vividion PoC Program.

Roche shall pay Vividion the milestone payment amounts below upon the achievement of the corresponding development event with respect to a Product for each Roche Program up to a total of [***][***] US Dollars ([***] USD) per Roche Program and for each Optioned Roche Program up to a total of [***] US Dollars ([***] USD) per Optioned Roche Program, as applicable, as follows:

Each development event milestone payment under this Section 13.8 shall be paid only once for a given Roche Program or Optioned Roche Program and is payable the first time a Product of

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such Roche Program or Optioned Roche Program, as applicable, reaches such development event, regardless of the number of times such events are reached for the given Product or for a given Roche Program or Optioned Roche Program or Indication (for example for Optioned Roche Programs, the milestone payment for achievement of a development event for a [***] Indication or [***] Indication shall be due regardless of whether the Product that achieves such development event is the same as the Product that achieved such development event for the [***] Indication).

If, with respect to a particular Roche Program or Optioned Roche Program, the development event for [***].

Roche shall pay Vividion the milestone payment amounts below of up to a total of [***] US Dollars ([***] USD) for each Roche PoC Program upon achievements of the corresponding development event with respect to a Roche PoC Product for each Roche PoC Program, as follows:

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Each development event milestone payment under this Section 13.9 shall be paid only once for a given Roche PoC Program and is payable the first time a Roche PoC Product for such Roche PoC Program reaches such development event, regardless of the number of times such events are reached for the given Roche PoC Product or for a given Roche PoC Program.

Roche shall pay Vividion the milestone payment amounts below upon the achievements of the corresponding development event with respect to a Shared Product for each Shared Program up to a total of (i) [***] US Dollars ([***] USD) with respect to a Shared Product for each Shared Program with Development Cost Sharing and Profit and Loss Sharing and (ii) [***]d] US Dollars ([***] USD) for each Shared Program with Development Cost Sharing and no Profit and Loss Sharing, as follows:

Each development event milestone payment under this Section 13.10 shall be paid only once for a given Shared Program and is payable the first time a Shared Product for such Shared Program reaches such development event, regardless of the number of times such events are reached for the given Shared Product or for a given Shared Program.

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For a Product of each Roche Program, Roche shall pay to Vividion up to a total of [***] US Dollars ([***] USD) by payment of the milestone payment amounts below upon Calendar Year Net Sales of a Product of a Roche Program in the Territory exceeding the corresponding threshold listed below: