Transfer of Compound. Promptly after the Effective Date and not later than ​ days after the Effective Date, MSD will make available for pickup (​, Incoterms 2020) the quantity of available physical inventory of Compound solely as listed in [Schedule 3.08(a)] (the “Transferred Compound”), in the form as such Transferred Compound currently exists, from MSD’s or its Affiliates’ facilities where such Transferred Compound is currently stored, ​. It is understood that MSD shall retain any remaining quantity of Compound for research purposes pursuant to Section 2.03. Transfer of the Transferred Compound shall be ​, which schedule shall be ​ (and upon such delivery, shall be attached to and become part of this Agreement). The pickup of the Transferred Compound must be ​ days ​. Any Transferred Compound ​.

Excluded Compound Programs. Subject to the licenses granted under Article 6, in addition to the foregoing, neither Party shall be prohibited from researching, developing or commercializing Excluded Compounds, with the proviso that Sunesis shall be { * } = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

​ Without limiting the foregoing, ​ may still be deemed by the JRC to be a “cGAS/STING Compound”.

Natural Compound Libraries. [[Senomyx:Organization]] warrants that, to the best of its knowledge as of the Effective Date, it has rights under agreements with the third parties from whom it has acquired its natural sample libraries to be screened under the Collaborative Program under the intellectual property owned by such third parties that are consistent with the licenses granted to [[Firmenich:Organization]] under this Agreement. However, [[Firmenich:Organization]] acknowledges that the compounds within the natural samples contained in such libraries are unknown until the natural samples are screened, fractionated and structures are elucidated under the Collaborative Program. Accordingly, [[Senomyx:Organization]] cannot and does not represent or warrant that a third party does not already have, or that it may not obtain at some future date, patent rights relating to any compounds within the samples.

Lead Compound Technology Transfer. Within thirty (30) days following the Effective Date, vTv shall transfer to Anteris # complete and accurate copies, in electronic form where possible, of all vTv Know-How in existence as of the Effective Date, including preclinical and clinical data, regulatory data and communications, CMC data, and manufacturing processes and relationships (including Know-How pertaining to ongoing formulation development) relating to the Lead Compound or otherwise necessary for the research, Development, manufacture, Commercialization and other Exploitation of the Licensed Compound and Licensed Products, and # ​, in each case, ((a) and (b)), as described in [Schedule 4.2]. vTv shall reasonably cooperate with Anteris to provide a smooth and prompt transfer of all such vTv Know-How, Lead Compound and other materials. In connection with such transfer, vTv shall reasonably assist Anteris and its designee(s) in the use and understanding of such vTv Know-How and shall provide reasonable technical assistance, and make its technical personnel reasonably available to Anteris. vTv will bear all internal and out-of-pocket costs of providing such technical assistance for ​hours of assistance, and Anteris will reimburse vTv any internal costs (at an hourly rate of ​) and out-of-pocket costs incurred in providing such technical assistance in excess of​ hours. Following the initial technology transfer, if vTv develops or otherwise comes to Control any Know-How specifically relating to the Lead Compound or necessary for the research, Development, manufacture, Commercialization and other Exploitation of the Licensed Compound and Licensed Products, vTv will, upon Anteris’ request (which request Anteris may make no more than once every ​), provide a summary of such Know-How to Anteris (through the JAC or otherwise) and, at Anteris’ request, vTv will transfer or otherwise make available to Anteris all such Know-How requested by Anteris; provided that Anteris reimburses vTv any internal costs (at an hourly rate of ​) and out-of-pocket costs incurred in transferring or otherwise making available such Know-How.

Licensed Compound and Transfer. No later than ​ after the Effective Date, Licensor will transfer to Licensee the inventory of Licensed Compound set forth on [Schedule 3.1(a)] and the other Materials set forth on [Schedule 3.1(b)]. Following such transfer, Licensee (or its Affiliates or Sublicensees, as applicable) will # retain control of all such Licensor Materials, # use such Licensor Materials only in the fulfillment of obligations or exercise of rights under this Agreement, # not, except as set forth in the Development Plan, use such Licensor Materials or deliver the same to, or for the benefit of, any Third Party (other than a Sublicensee), without Licensor’s prior written consent, and # not use such Licensor Materials in human clinical research or any other testing involving human subjects. All delivery of Licensor Materials to Licensee will be Ex Works (Incoterms 2010) at one or more locations designated by Licensor following the Effective Date.

Supply of Nektar Compound. At either Party’s request through the JDC, Nektar (or BMS, if BMS has exercised the Manufacturing Option) agrees to provide either Party with the Nektar Compound for use in any Independent Study (whether or not with any other Nektar Assets, BMS Assets or Third Party Assets) or for the conduct of the activities permitted by Section 3.9, subject to the limitations and restrictions described in this Section 7.3. The Nektar Compound shall be supplied for a fee equal to ​.

Single Agent Compound Information. Each Party represents and warrants that it has made available to the other Party all toxicology studies, clinical data, manufacturing process data, material filings and material correspondence with Regulatory Authorities, and all other material information in its possession or control relating to its Single Agent Compound, and, to the knowledge of each Party, all such information is complete and accurate in all material respects.

Single Agent Compound Safety Issues. Each Party represents and warrants that, to the best of its knowledge, it is not aware of any material safety or toxicity issue with respect to its Single Agent Compound that are not reflected in the investigator’s brochure for its Single Agent Compound existing as of the Effective Date.

Back-Up Compound Milestone Payments. Catalyst shall make each of the following non-refundable, non-creditable milestone payments to ISU upon the first achievement of the following milestone events with respect to any Back-Up Compounds. [* * *].