Atara Indemnification. Atara agrees to indemnify, defend and hold harmless Institute and its trustees, officers, staff, representatives and agents (“Institute Indemnitees”) against all damages, costs, expenses, losses and liabilities (“Losses”) actually awarded by a court of competent jurisdiction or agreed in settlement, as a result of any third party claims, demands, suits, or other actions (“Claims”) arising from # Atara’s use of the Data or Inventions in connection with Atara’s activities pursuant to the License Agreement, including the development and commercialization of CTL Products and any New CTL Products and Program [ * ] (in each case, if applicable), # Atara’s breach of this Agreement or the Development Plan (including without limitation Atara’s breach of its representations and warranties), # the negligent or wrongful acts or omissions or of any Institute officer, agent, or employee the negligent or intentional acts or omissions or breach of this Agreement (including without limitation Atara’s breach of its representations and warranties) by Atara and its officers, agents, and employees; provided that Atara will have no obligation to indemnify Institute Indemnitees to the extent that any such Claim is based on Institute’s negligence, willful misconduct or breach of this Agreement (including without limitation Institute’s breach of its representations and warranties).

Cooperation of Atara. Atara shall [​] cooperate with and provide assistance (excluding any research or development work, which is addressed in [Section 2.6.3], or any drafting with respect to the content of any IND or BLA) to Bayer solely to address regulatory questions during the review of IND or BLA filings or any other filing with a Regulatory Authority, in each case with respect to a Licensed Product, including by promptly executing any required documents, providing access to personnel and providing all such documentation as Bayer may reasonably require and request from time to time, as well as by [​] to ensure that Bayer Parties obtain from MSK all authorizations that may be required to fully benefit from the results of any [[Unknown Identifier]] clinical development (including any cross references to the [[Unknown Identifier]] IND in an IND filing for another Licensed Cell Therapeutic) Atara shall cooperate with the Bayer Parties, as may be requested by Bayer, in connection with any inspection by a Regulatory Authority relating to a Licensed Product including any inspection prior to approval of an BLA for any Licensed Product.

Sensitive data: Data about health, genetic data

Cooperation of Atara. Bayer acknowledges Atara’s expertise and experience in preclinical development, CMC/manufacturing, regulatory matters and early clinical development for cell therapy products. Therefore, Atara shall reasonably cooperate with and provide assistance to Bayer in connection with Bayer’s Development activities with respect to the Licensed Cell Therapeutic and / or Licensed Product, in accordance with [Section 2.6.3].

Bayer shall provide written notice thereof to Atara within [​] Business Days after entering into any sublicense permitted under [Section 2.1.1] (other than to an Affiliate of Bayer, provided that should any such Affiliate of Bayer cease to be an Affiliate of Bayer at any time during the Term, Bayer shall within [​] Business Days provide written notice to Atara of the applicable sublicense to such former Bayer Affiliate). Bayer will provide to Atara a complete copy of the relevant sublicense agreement within [​] days following its execution; provided, however, that the terms of any such sublicense agreement may be redacted to the extent they are not necessary to assess whether Bayer is in compliance with this Agreement. In addition, and notwithstanding the above, if the sublicense agreement includes any sublicense grant from Bayer to a Third Party under the NIH Upstream License, once such sublicense agreement is substantially complete, Bayer shall promptly deliver a copy of such draft to Atara (and Atara shall promptly deliver such copy to NIH) in order to permit [[Identifier]] to exercise the rights set forth in Section 4 of the NIH Upstream License, it being understood that NIH shall have at least [​] Business Days from delivery of such copy by Atara to review and provide comments on such draft, and Atara will promptly provide such comments, if any, to Bayer. Without limiting the foregoing, any such sublicense agreement will be subject to NIH’s consent pursuant to the NIH Upstream License, provided that, should Atara fail to provide a response to Bayer within [​] Business Days from delivery to Atara of the substantially complete draft referenced above, Bayer may execute and enter into such sublicense agreement.

Atara Indemnification. Atara agrees to indemnify, defend and hold harmless Institute and its trustees, officers, staff, representatives and agents (“Institute Indemnitees”) against all damages, costs, expenses, losses and liabilities (“Losses”) actually awarded by a court of competent jurisdiction or agreed in settlement, as a result of any third party claims, demands, suits, or other actions (“Claims”) arising from # Atara’s use of the Data or Inventions in connection with Atara’s activities pursuant to the License Agreement, including the development and commercialization of CTL Products and any New CTL Products and Program ​ (in each case, if applicable), # Atara’s breach of this Agreement or the Development Plan (including without limitation Atara’s breach of its representations and warranties), # the negligent or wrongful acts or omissions or of any Institute officer, agent, or employee the negligent or intentional acts or omissions or breach of this Agreement (including without limitation Atara’s breach of its representations and warranties) by Atara and its officers, agents, and employees; provided that Atara will have no obligation to indemnify Institute Indemnitees to the extent that any such Claim is based on Institute’s negligence, willful misconduct or breach of this Agreement (including without limitation Institute’s breach of its representations and warranties).

If Atara elects to manufacture Product, or to have Product manufactured by a third party, then Fujifilm will provide to Atara or, subject to the execution of an appropriate confidentiality agreement, Atara’s designee, all necessary manufacturing know-how, information, including documentation, technical assistance, materials and cooperation by appropriate employees of Fujifilm as Atara or its designee may reasonably require in order to manufacture Product. Atara will compensate Fujifilm for such assistance.

By Atara. Atara may issue # a Voluntary Public Communication and / or # a Scientific Communication, provided that any such Voluntary Public Communication and / or Scientific Communication shall be conditional upon Bayer’s prior written consent subject to the procedure as per [Section 13.2.3] below. To the extent MSK issues any Scientific Communication relating to the [[Unknown Identifier]] Phase 1 Clinical Trial sponsored by MSK without Bayer’s prior written consent, such issuance shall not constitute a breach of this [Section 13.2.1] by Atara, provided that Atara shall use reasonable efforts under the terms of the applicable MSK Upstream Licenses to cause MSK to comply with this [Section 13.2.1].

ATARA BIOTHERAPEUTICS, INC., incorporated and registered in Delaware with a principal place of business office at 611 Gateway Boulevard, Suite 900, South San Francisco, CA 94080, USA (“Atara”).

Delivery by Fujifilm to Atara, or Atara’s designee, of any material in connection with a Program including any quantity of Product manufactured during the Program, any Process-Specific Equipment and return of any Atara Deliverables or any materials delivered to Fujifilm under a SoW (“Materials”) will be made Ex Works the Facility (Incoterms 2020) and clauses 7.1 to 7.4 shall apply to such Materials. Fujifilm shall package the relevant Materials ready for shipment in accordance with Atara’s reasonable instructions and in accordance with the Quality Agreement and the relevant Scope of Works for AL&P (if applicable). Fujifilm shall provide all shipment documentation set forth in the Scope of Work and the Quality Agreement.