Subject to the remainder of this Section 3.2.2, as promptly as possible and in any event in accordance with the timing set forth in the Technology Transfer Plan, Relay will initiate and complete (and if applicable, use Commercially Reasonable Efforts to cause its CMO to initiate and complete) a technology transfer to Licensee, or to its CMO of the Phase Ia Product, such CMO to be selected by Licensee and reasonably acceptable to Relay, of Relay Know-How, documentation and other Materials that relate to the Manufacture of the Lead Candidate or Lead Product (such Know-How, documentation and Materials, the “Manufacturing Know-How and Materials”) and that are listed on the Technology Transfer Plan (such transfer, the “Manufacturing Transfer”). To the extent any copies of documents or materials within the Manufacturing Know-How and Materials are in possession of a Third Party, Relay is solely responsible, at its own cost and expense, to procure and provide to Licensee all such Manufacturing Know-How and Materials, together with all rights to access and use any such Development Know-How and Materials in accordance with this Agreement (which may be procured or provided by letters of authorization or comparable instruments where approved by Licensee). Relay will make available its personnel and use Commercially Reasonable Efforts to cause its CMO and other Third Party Subcontractors with relevant subject matter expertise to be available on a reasonable basis to consult with Licensee or Licensee’s CMO with respect to the Manufacturing Know-How and Materials and the Manufacturing Transfer. Relay will not be required to perform a Manufacturing Transfer to more than one CMO of Licensee. Subject to the completion of the Manufacturing Transfer, Licensee will be solely responsible for contracting with its CMO for the supply of the Licensed Candidates or Licensed Products, and Relay will have no obligations under such agreement between Licensee and such CMO.

Subject to [clauses (b) and (c) of this Section 3.2.1], as promptly as possible and in any event in accordance with the timing set forth in the Technology Transfer Plan, Relay will, at its own cost and expense, initiate and complete a technology transfer to Licensee of the Relay Know-How, documentation and other Materials that relate to the Research, Development or Commercialization of the Lead Candidate or Lead Product (such Know-How, documentation and Materials, the “Development Know-How and Materials”) and that are listed on the Technology Transfer Plan (such transfer, the “Development Transfer”). To the extent any copies of documents or materials within the Development Know-How and Materials are in possession of a Third Party, Relay is solely responsible, at its own cost and expense, to procure and provide to Licensee all such Development Know-How and Materials, together with all rights to access and use any such Development Know-How and Materials in accordance with this Agreement (which may be procured or provided by letters of authorization or comparable instruments where approved by Licensee). Relay will make available its personnel (and use Commercially Reasonable Efforts to cause its Third Party Subcontractors with relevant subject matter expertise to be available) on a reasonable basis to consult with Licensee with respect to the Development Know-How and Materials and Development Transfer.