EXECUTION VERSION

MASTER COLLABORATION AGREEMENT

THIS MASTER COLLABORATION AGREEMENT (this ?Agreement?) is made and
entered into as of this 15th day of September, 2016 (the ?Effective Date?) by and among:
CHAN ZUCKERBERG BIOHUB, INC., a Califomia nonpro?t public bene?t corporation
(the (ii) THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR
UNIVERSITY, a trust possessing corporate powers under the laws of the State of California
(?Stanford?), THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California
constitutional corporation, on behalf of and limited to its San Francisco campus, including its
school of medicine and hospital and (iv) THE REGENTS OF THE UNIVERSITY
OF CALIFORNIA, a California constitutional corporation, on behalf of and limited to its
Berkeley campus (?Berkeley?). Each of Stanford, UCSF and Berkeley is referred to herein
individually as a ?Home Institution? and collectively as the ?Home Institutions?. Each of the
Home Institutions and the Hub is referred to herein individually as a ?Party? and collectively as
the ?Parties?.

WHEREAS, the Hub is structured as an independent medical research organization and
will seek tax-exemption under section 501(a) of the Internal Revenue Code of 1986, as amended
(the ?Code?) as an organization described in sections and 501(c)(3) of the Code,
with a mission of curing, managing, and preventing all diseases of man by the end of the 21?

century;

WHEREAS, the Hub wishes to collaborate and interact with each of the Home
Institutions, including, as applicable, hospitals af?liated with such Home Institutions, in support of
the Hub?s non-pro?t mission and wishes to establish facilities in close proximity to the Home
Institutions in order to foster such collaboration and interaction;

WHEREAS, each Home Institution is a university or other medical or research institution
that has faculty and staff with expertise in the areas of curing, managing, and preventing disease,
and each Home Institution desires to collaborate and interact with the Hub and each other;

WHEREAS, the Hub is committed to facilitating the swi?, ef?cient and strategic
development and commercialization of intellectual property in order to make new treatments and
technologies available to patients as expeditiously as possible; and

WHEREAS, the Hub and each of the Home Institutions desire to collaborate to further
these and other related purposes as further set forth herein.

NOW THEREFORE, in consideration of these premises and the mutual promises and
agreements herein set forth, and other valuable consideration, the adequacy and suf?ciency of
which are hereby acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS. In addition to the other capitalized terms de?ned elsewhere herein, the
following terms shall have the following meanings when used in this Agreement.

1.1 ?Administration Fee? has the meaning set forth in Section 13.1.1.1.

1.2 ?Af?liate Gift? has the meaning set forth in Section 5.1.

1.3 ?Affiliated Researcher? means an employee of an academic, medical or other
research institution who has a lab and/or academic appointment at a Home Institution and who has
received from such other institution approval to participate in activities of the Hub and (ii)
written consent to the intellectual property and other terms of this Agreement applicable to such
employee.

1.4 ?Agreement? has the meaning set forth in the preamble hereto.

1.5 ?Applicable Laws? means applicable laws, rules or regulations, including any
rules, regulations, guidelines or other requirements of any applicable federal, national, regional,
state, provincial or local regulatory agencies, departments, bureaus, commissions, councils or
other government entities regulating or otherwise exercising authority with respect to any of the
Parties or activities in connection with this Agreement, in each case, as amended from time to
time.

1.6 ?Background means all Intellectual Property DeveIOped by any employee,
student or Af?liated Researcher of a Home Institution before the Effective Date or (ii) after the
Effective Date, in each case, that is neither Hub IP nor Joint 1P.

1.7 ?Berkeley? has the meaning set forth in the preamble hereto.

1.8 ?Cause? means engagement in negligence or willful misconduct that is, or
would reasonably be expected to be, materially detrimental to the Hub, a Home Institution or the
operation or effectiveness of this Agreement; (ii) engagement in any conduct that compromises the
integrity of scienti?c research, such as the falsi?cation or fabrication of data; engagement in
any act of fraud, embezzlement or dishonesty against the Hub or a Home Institution; (iv)
engagement in any act of assault or any other act of violence in the workplace; any conviction,
guilty plea or plea of nolo contendere for any felony or crime of moral turpitude; or (vi) any
serious violation of a Home Institution policy.

1.9 ?Chan/Zuckerberg Investigator? means an employee or Af?liated Researcher of
a Home Institution appointed by the Hub in accordance with Article 6.

1.10 ?Claims? has the meaning set forth in Section 10.1.
1.11 ?Code? has the meaning set forth in the preamble hereto.

1.12 ?Con?dential Information? means any proprietary or con?dential information
provided or otherwise made available by or on behalf of a Party, whether orally, in writing,
electronically or by observation, to one or more of the other Parties or its or their regents, directors,
managers, officers, employees, faculty, students, agents or representatives, that is designated as
con?dential or reasonably should be understood to be confidential based upon the nature of the
information or the circumstances of its disclosure.

1.13 ?Develop? means to conceive, develop, reduce to practice or otherwise generate,
and ?Developed? and ?Development? have correlative meanings.

1.14 ?Disclosing Party? has the meaning set forth in Section 11.1.

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1.15 ?Dispute? has the meaning set forth in Section 14.2.

1.16 ?Effective Date? has the meaning set forth in the preamble hereto.

 

1.18 ?Gross Revenue? has the meaning set forth in Section 13.1.1 .

1.19 ?Home Institution? has the meaning given in the preamble hereto and includes
any new institution added in accordance with Section 2.6.

1.20 ?Home Institution Cure Period? has the meaning set forth in Section 

1.21 ?Home Institution Facilities? means any facilities owned or leased by a Home
Institution that are not Hub Facilities.

1.22 ?Home Institution for Cause Event? has the meaning set forth in Section 8.3.1

1.23 ?Home Institution means all Intellectual Property Developed by any
employee or Affiliated Researcher of a Home Institution that is not Joint IP.

1.24 ?Hub? has the meaning set forth in the preamble hereto.

1.25 ?Hub Board? means the board of directors of the Hub.

1.26 ?Hub Cure Period" has the meaning set forth in Section 8.2.1.

1.27 ?Hub Facilities? means any facilities owned or leased by the Hub or (ii) to
which the Hub has rights pursuant to a space-use, license, sublease or similar agreement, including

those made available to the Hub on site at any of the Home Institutions, it being understood that the
Space and the Stanford Hub Space shall be deemed ?Hub Facilities?.

1.28 ?Hub for Cause Event? has the meaning set forth in Section 8.2.1.

1.29 ?Hub Funding? means any funds from a Chan/Zuckerberg Investigator?s
discretionary research budget, an Af?liate Gift, or otherwise from the Hub or by a third party on
behalf of or in support of the Hub.

1.30 ?Hub means all Intellectual Preperty Developed by any Hub employee that is
not Joint IP.

1.31 ?Hub Platform? means any technology platform or tools developed by, or on
behalf of, the Hub.

1.32 ?Indemni?ed Parties? has the meaning set forth in Section 10.1.

1.33 ?Indemnifying Party? has the meaning set forth in Section 10.1.

1.34 ?Infrastructure Charge? has the meaning set forth in Section 5.2.

1.35 ?Infrastructure Charge Cap? has the meaning set forth in Section 5.2.
1.36 ?Initial Term? has the meaning set forth in Section 8.1.

1.37 ?Intellectual Property? means inventions (whether patentable or not), discoveries,
methods, processes, machines, compositions of matter, articles of manufacture, software, those
copyrightable works that fall outside of each Home Institution?s de?nitions of scholarly works in
their respective intellectual property policies, tangible research material, other tangible property,
data and results.

1.38 ?Inter-Institutional Agreement? has the meaning set forth in Section 12.5.4.
1.39 ?Inventor?s Share? has the meaning set forth in Section 13.1.1.2.

1.40 ?Joint means each of any Intellectual Property subject to a separate written
agreement designating it as such as provided in Section 4.2 and any Intellectual Property
Developed in part or in whole by:

any employee, student or Affiliated Researcher of a Home Institution,
including a Chan/Zuckerberg Investigator, a recipient of an Af?liate Gift,
or any team member of a Chan/Zuckerberg Investigator or recipient of an
Affiliate Gift, using Hub Funding (including using Hub Funding for
payment of salary, wages, stipends or other compensation or bene?ts;
payment of the expenses incurred by such employee, student, Af?liated
Researcher or team member; payment to purchase, rent or otherwise
access equipment, software or supplies; payment to acquire, license or
otherwise access intellectual property; payment in connection with the
purchase, lease or license of space; payment for services, utilities or other
resources; payment for the engagement of third parties; payment for
administrative support; and payment for any other bene?t accruing to
such employee, student, Af?liated Researcher or team member or his or
her research), whether the activities relating to such Development are
carried out at Hub Facilities or at Home Institution Facilities or using any
Hub Platform; provided, that, the primary recipient of such Hub Funding
indicates or otherwise agrees, in accordance with applicable Hub policies
and procedures, that Hub Funding (together with, if applicable, Hub
Facilities and/or any Hub Platform) was used to perform activities
material to the Development of such Intellectual Property; or

(ii) any employee, student or Af?liated Researcher of a Home Institution,
including a Chan/Zuckerberg Investigator, a recipient of an Af?liate Gift,
or any team member of a Chan/Zuckerberg Investigator or recipient of an
Af?liate Gift, while using Hub Facilities or any Hub Platform, provided,
that, such employee, student or Af?liated Researcher indicates or

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1.41
1.42

1.43
12.1.

1.44
1.45
1.46

1.47

otherwise agrees, in accordance with applicable Hub policies and
procedures, that such use (together with, if applicable, Hub Funding) was
material to the Development of such Intellectual Property; or

any employee, student or A?iliated Researcher of a Home Institution,
including a Chan/Zuckerberg Investigator, a recipient of an Affiliate Gift,
or any team member of a Chan/Zuckerberg Investigator or recipient of an
Af?liate Gi?, using capital equipment located at any Home Institution
Facilities that is purchased, leased or otherwise acquired or maintained
using Hub Funding or supplies or non-capital equipment that was
obtained using Hub Funding; provided, that, such Chan/Zuckerberg
Investigator or recipient of an Af?liate Gift indicates or otherwise agrees,
in accordance with applicable Hub policies and procedures, that such use
(together with, if applicable, Hub Facilities and/or any Hub Platform) was
material to the Development of such Intellectual Property; or

(iv) any Hub employee while using Home Institution Facilities, provided,
that, such Hub employee indicates or otherwise agrees, in accordance

with applicable Hub policies and procedures, that such use was material
to the Development of such Intellectual Property; or

at least one employee, student or Af?liated Researcher of a Home
Institution who is named as an inventor on a patent claiming such
Intellectual Property, on the one hand, and at least one employee of the
Hub who is named as an inventor on such patent, on the other hand.

?Losses? has the meaning set forth in Section 10.1.
?Net Revenue? has the meaning set forth in Section 13.1.2.

?Operations and Technology Committee? has the meaning set forth in Section

?Participating Home Institution? has the meaning set forth in Section 12.5.
?Party? has the meaning set forth in the preamble hereto.
?Patent and Licensing Costs? has the meaning set forth in Section 13.1.1.2.

?Platform Services? means services with respect to CLIA Lab

sequencing/diagnostics, CryoEM and Structural Biology/MedChem, Mass Spectrometry
Proteomics, Cloud Computing and Storage and other similar high-capital equipment or

technologies.

1.48

?Protected Health Information? means computerized or electronic records as

well as paper-based files in any media or format collected or maintained that speci?cally identify,
or when used together with other available information identify, a particular individual. Protected
Health Information includes the name, address, telephone number, facsimile number, social

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security number, DEA number, other government issued identi?ers, credit card information, IP
addresses, e-mail addresses, insurance identi?cation information, and information relating to the
past, pment, or future health or condition (physical or mental) of an individual but does not
include information that is de-identi?ed or made anonymous.

1.49 ?Receiving Party? has the meaning set forth in Section 11.1.

1.50 ?Records? has the meaning set forth in Section 14.1.

1.51 ?Representatives? has the meaning set forth in Section 11.1.

1.52 ?Space? has the meaning set forth in Section 3.1.

1.53 ?Stanford? has the meaning set forth in the preamble hereto.

1.54 ?Stanford Hub Space? has the meaning set forth in Section 3.3.

1.55 ?Stanford Space Use Agreement" has the meaning set forth in Section 3.3.
1.56 has the meaning set forth in the preamble hereto.

2. OPERATIONS OF THE HUB

2.1 Management of the Hub. The Hub is an independent research institute that shall
operate under the direction of the Hub Board. The Hub and the Hub Board shall be solely
responsible for all aspects of the Hub?s governance, management, funding, research focus and
operations.

 

2.3 Hub Employees; Con?ict Policies. The Hub shall be responsible, in its sole and
absolute discretion, for establishing, funding, and providing the salaries and bene?ts of Hub
employees. The Hub shall have its own policies, including a con?ict of interest and con?ict of

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commitment policy, that shall apply to Hub employees and Chan/Zuckerberg Investigators in
connection with their Hub-related activities. Any Hub con?ict of commitment or con?ict of
interest policy shall be reasonably consistent with the con?ict of commitment and con?ict of
interest policies, respectively, set forth in each Home Institution?s faculty policies generally
governing faculty medical researchers or such other policies as agreed by the Hub from time to
time.

2.4 Hub Research and Development Resources. The Hub shall own, operate, and
develop internal infrastructure and technologies, including Hub Platforms, required to support its
project areas and the research agendas of the Chan/Zuckerberg Investigators and Hub research
employees.

2.5 Relationship Among the Hub and the Home Institutions. The Hub and the
Home Institutions shall collaborate in conducting medical research and sharing personnel and
resources as set forth in this Agreement. The Parties recognize the importance of ?exibility in
their relationship and the necessity for regular communications and interactions in support of their
collaboration. The Hub and one or more of the Home Institutions may from time to time amend or
supplement this Agreement or enter into other agreements to re?ect changes in their relationships
or to address operational and other matters; provided, that, such agreements shall not supersede or
be inconsistent with this Agreement

2.6 New Home Institutions. The Hub may, from time to time and a?er consulting
with the then-current Home Institutions, add additional academic, medical or other research
institutions as Home Institutions by having such institutions become parties to this Agreement.
Upon signature by any such additional institution of a counterpart signature page hereof, such
institution shall be deemed a Party hereto and this Agreement shall be deemed properly amended
to include such institution without the necessity of any ?irther actions; provided, that, if an
amendment to this Agreement is required in order to properly add any new institution as a party to
this Agreement, the then-current Parties will appropriately amend this Agreement in accordance
with Section 14.16 hereof.

3. HUB FACILITIES

3.1 The Space at UCSF. The Hub's primary operations shall initially be conducted in
the unoccupied portions of the 3rd and 4th ?oors of 499 Illinois 81., San Francisco, adjacent to the
UCSF Benioff Hospital (the ?Space").

3.2 Space Use Agreement. Concurrently with the execution of this Agreement, the
Hub and UCSF are entering into a Space Use Agreement, substantially in the form attached hereto
as with respect to the basic rent payable by the Hub as well as the Hub?s access, use and
occupancy of the Space.

 

 

3.4 Other Satellite Facilities. In addition to the Space at UCSF and the Stanford Hub
Space, the Hub may also have satellite facilities atom or more other Home Institutions, as
mutually agreed by the Hub and any such Home Institution, to facilitate collaborative research

   
   

activities amon the Hub and the Home Institutions.

each Home Institution that makes a satellite facility available to the Hub shall enter into a separate
space use agreement governing the Hub?s access, use and occupancy of such satellite facility, as
appropriate.

4. USE OF FACILITIES AND RESOURCES

4.1 Use of Home Institution Resources. Each Home Institution shall permit the Hub
to access and use its institutional review boards, institutional animal care and use committees,
animal facilities, core facilities laboratories, FACS, microscopy, proteomics, etc.), HIPAA
training and compliance, research compliance training, and such other services as the Hub and the
licable Home Institution may agree upon from time to time.

    
     

Hub employees shall have security access to common areas 0 

Institutions as generally afforded to faculty and sta?? of the Home Institutions. The Hub shall have
access to the libraries of the Home Institutions, use of internal mail services, transportation
systems, access to cafeterias, eateries and catering operated by or on behalf of the Home
Institutions, and access to the Home Institutions? cloud computing services. In addition, the Hub
shall have the option to purchase goods and services from third parties at Home Institution prices,

8

if permitted under the Home Institution?s relevant vendor agreements. For clarity, Hub employees
who access and use Home Institution facilities and services shall not become subject to policies
applicable to Home Institution employees as a result of such access and use. However, when such
Hub employees are on the campus of a Home Institution, they shall abide by all policies of such
Home Institution applicable to all visiting researchers and, in the case of the use of a Home
Institution?s facilities, applicable to all visitors using such facilities. The Hub and each Home
Institution shall use commercially reasonable efforts to appropriately identify any capital
equipment located at such Home Institution that is purchased, leased or otherwise acquired or
maintained using Hub Funding in accordance with the applicable asset tagging policies of such
Home Institution.

4.2 Use of Huh Resources. The Hub will be a center of research activity with its own
research employees and state-of-the-art equipment. From time to time, employees, students or
Af?liated Researchers of Home Institutions with appropriate quali?cations may visit Hub
Facilities to participate in research and other collaboration-related activities at Hub Facilities and
to use Hub Platforms, Hub equipment and other Hub resources, in each case with the approval of,
and subject to any applicable policies and procedures Speci?ed by, the Hub. Frequent users of Hub
Facilities or Hub Platforms may, as determined in the Hub?s sole and absolute discretion, be
required to sign a separate form of agreement with the Hub relating to such use, which agreement
may include a designation that any Intellectual Property Developed by such users when using such
Hub Facilities or such Hub Platforms shall be deemed to be Joint lP, subject in each case to the
prior written approval of the applicable Home Institution and all relevant Home Institution
collaborators participating in the applicable project. Provided that each relevant Home Institution
collaborator has given his/her written consent to his/her Home Institution, such Home Institution?s
approval shall not to be unreasonably withheld, conditioned or delayed beyond thirty (30) days of
request for such approval.

 

4.4 External Platform Services. The Hub shall have the right to access and use
Platform Services at the Home Institutions as needed in connection with Hub-af?liated research
projects. Charges to the Hub for such access shall not exceed any applicable non-subsidized
internal institutional pricing. Any access or use of such Platform Services by the Hub shall be
subject to any applicable Home Institution policies regarding the access or use of such Platform
Services.

5. GIFTS

Affiliate Gift Program. The Hub shall direct an a?iliate gift program that will
make available gi?s for the pursuit of research by employees, students or A?iliated Researchers of
a Home Institution, subject to any applicable policies and procedures speci?ed by the Hub (each,

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an ?Affiliate Gift?), it being understood that Af?liate Gi?s will be paid to each applicable Home
Institution to be used at the sole discretion of the individual 'ft reci ient in ursuin research
described in his/her proposal to the Hub

Af?liate Gi? recipients shall be selected by an internal Hub panel based on a
process determined by the Hub in its sole and absolute discretion. Af?liate Gi?s shall be
considered discretionary and shall be transferred by a gifting mechanism, subject to the
Infrastructure Charge Cap. In their proposals, prospective Af?liate Gift recipients shall be
required to disclose to the Hub any potentially relevant Background IP invented or co-invented
by the recipient and disclosed to the applicable Home Institution?s technology transfer of?ce and
(ii) any third party obligations resulting from prior or concurrent sponsored ?mding of such
recipient that may be attached to Joint IP Developed by such recipient in connection with the
proposed research or commercialization thereof. In addition, for so long as each Af?liate Gi?
recipient is conducting activities using an A?iliate Gi?, such recipient shall update the disclosures
required by this Section 5.1 prior to accepting funding from any third party that may attach to any
Joint 1P Developed by such recipient using such Af?liate Gi?. In each case, participation in the
Af?liate Gi? program by a particular employee, student or A?iliated Researcher of a Home
Institution shall be voluntary on the part of the individual and shall be subject to the approval of the
applicable Home Institution, with such approval not to be unreasonably withheld, conditioned or
delayed, it being understood that any delay beyond thirty (30) days from the date on which
approval was so requested shall be deemed unreasonable and may be submitted by the Hub for
dispute resolution in accordance with Section 14.2 hereof. For clarity, and by way of example, it
shall not be unreasonable for a Home Institution to withhold, condition or delay approval for a
particular employee, student or Af?liated Researcher to participate in the Af?liate Gi? program if
there is a legal con?ict relating to the applicable individual? 3 proposed participation (such as a lack
of approval from an institution that employs such Af?liated Researcher) or if such employee,
student or Af?liated Researcher will not be able to concurrently ful?ll: his/her obligations
under existing agreements and (ii) his/her obligations associated with the Af?liate Gi?.

  
 

  

5.2 Infrastructure Charge. Subject to Section 6.3.1, for all grants, gi?s (including
Af?liate Gi?s), donations and other funding from, or provided on behalf of, the Hub to a Home
Institution, any overhead fee, gift charge, in?astructure and operations fee, administrative fee,
indirect cost rate or other similar 0 ?Infrastructure Cha e? assessed or im sed

    

6. INVESTIGATORS

6.1 Role of Chan/Zuckerberg Investigators and Integration into the Hub.

6.1.1 The Hub intends to select a series of researchers to become Chan/Zuckerberg
Investigators through a competitive application process open to all ladder-ranked (or equivalent
tenure tracked) faculty and medical center researchers at each of the Home Institutions, with the
?nal selection power resting solely with the Hub (subject to approval of the applicable Home
Institution as speci?ed in Section 6.1.2 below). The application process shall be designed and
implemented solely under the direction of the Hub and shall involve such prerequisites or other

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preconditions as the Hub shall determine in its sole and absolute discretion, including submission
of a research proposal and a statement of scienti?c achievements. A blue-ribbon panel selected by
the Hub shall evaluate candidates and make recommendations to the Hub for its ?nal decision.

6.1.2 The Hub recognizes the importance of informed participation in the
Chan/Zuckerberg Investigator program. Accordingly, the Hub shall develop an intake process for
Cban/Zuckerberg Investigators that, among other things, explains the terms of a
Chan/Zuckerberg Investigator?s participation in the Chan/Zuckerberg Investigator program,
including the treatment of Joint IP Developed by such Chan/Zuckerberg Investigator and the
pre-publication review provisions of Section 11.6 (including the right to seek a waiver of such
provisions from the Hub), and requires disclosure by such Chan/Zuckerberg Investigator of 
any potentially relevant Background IP invented or co-invented by the Chan/Zuckerberg
Investigator and disclosed to the applicable Home Institution?s technology transfer of?ce, (ii) any
third party obligations resulting from prior or concurrent sponsored funding of such
Chan/Zuckerberg Investigator that may be attached to Joint IP Developed by such
Chan/Zuckerberg Investigator in connection with the proposed research or commercialization
thereof, any consulting or other similar roles held by such Chan/Zuckerberg Investigator
and funding to which such Chan/Zuckerberg Investigator is entitled, in each case, that may
reasonably be expected to impact any Joint IP Developed by such Chan Zuckerberg Investigator,
and (iv) any other consents or approvals that may be required for such Chan/Zuckerberg
Investigator to participate in the program. Throughout the term of each Chan/Zuckerberg
Investigator?s appointment, he/she shall update the disclosures required by this Section 6.1.2 prior
to accepting funding from any third party that may attach to any Joint IP Developed by such
Chan/Zuckerberg Investigator using Hub Funding. In each case, participation of a particular
investigator who is an employee or Af?liated Researcher of a Home Institution as a
Chan/Zuckerberg Investigator shall be voluntary on the part of the individual and shall be subject
to the approval of the applicable Home Institution and any applicable af?liated institution, with
such approval not to be unreasonably withheld, conditioned or delayed, it being understood that
any delay beyond thirty (30) days from the date on which approval was so requested shall be
deemed unreasonable and may be submitted by the Hub for dispute resolution in accordance with
Section 14.2 hereof. For clarity, and by way of example, it shall not be unreasonable for a Home
Institution to withhold, condition or delay approval for a particular employee or Af?liated
Researcher to participate as a Chan/Zuckerberg Investigator if there is a legal con?ict relating to
the applicable individual?s proposed participation (such as a lack of approval from an institution
that employs such Af?liated Researcher) or if such employee or Af?liated Researcher will not be
able to concurrently ful?ll: his/her obligations under existing agreements and (ii) his/her
obligations of being a Chan/Zuckerberg Investigator.

6.1.3 Chan/Zuckerberg Investigators visiting the Hub shall maintain research facilities at
their respective Home Institutions, but may also access and use Hub Facilities to participate in
research activities. All Chan/Zuckerberg Investigators shall be expected to commit at least one (1)
day per week to being present and participating in research at the Hub.

6.1.4 Consistent with the Hub?s policies, Chan/Zuckerberg Investigators shall have the
option of hiring postdoctoral fellows and staff who may work at Hub Facilities or at the
Chan/Zuckerberg Investigators? labs at their respective Home Institution, and may also work with
other Hub research employees. The supervisor of each such postdoctoral fellow or staff member

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shall determine at the time of hiring and consistent with the applicable policies of the Hub and the
respective Home Institution, whether such fellow or staff member is an employee of his/her Home
Institution or an employee of the Hub, with such determination being based on the location at
which such fellow or other staff member will primarily perform his/her Hub-related activities. The
Hub and each Home Institution shall revisit such determination if circumstances relating to such
fellow or other staff member materially change during the course of his/her employment.

6.2 Appointment of Chan/Zuckerberg Investigators; Employment Status.

6.2.1 Each Chan/Zuckerberg Investigator shall be appointed by the Hub for a ?ve
(5)?year term, with such term being renewable in accordance with applicable Hub policies and
procedures.

6.2.2 When engaging in Hub activities, Chan/Zuckerberg Investigators shall be subject
to applicable Hub policies and procedures, as may be amended from time to time, except any Hub
policies or procedures relating to employment status shall not apply. Without limiting the
foregoing, the Hub?s con?ict of interest and con?ict of commitment policy shall apply to
Chan/Zuckerberg Investigators in connection with their Hub-related activities. Chan/Zuckerberg
Investigators shall receive research budgets from the Hub (as provided below), but shall not
receive any additional compensation from the Hub.

6.2.3 For clarity, Chan/Zuckerberg Investigators shall retain their academic
appointments and labs at their respective Home Institutions, (ii) remain employed by, or Af?liated
Researchers of, their respective Home Institutions, as the case may be, if Af?liated
Researchers, remain employed by their respective af?liated institutions, and (iv) at all times
remain subject to the policies of their respective Home Institutions and af?liated institutions.

6.3 Research Budgets for Chan/Zuckerberg Investigators.

6.3.1 The Hub shall provide each Chan/Zuckerberg Investigator with a discretionary
research budget. The Chan/Zuckerberg Investigator shall determine which portion of such budget
shall be used to support research activities at the Hub, and such research activities shall in no event
be subject to an Infrastructure Charge. The remainder of such budget may be used and allocated,
at the discretion of the Chan/Zuckerberg Investigator, to support his or her research activities,
including salary and bene?ts of members of the research team, the cost of equipment relating to
such research activities, and the cost of services relating to such research activities, including data
center and computing services, administrative services (such as an administrator responsible for
the ef?cient and compliant research and charges for Hub-funded work), human subjects and
internal review board services, and animal services. No Home Institution shall place, or attempt to
place, any restrictions, requirements, encumbrances or other limitations on a Chan/Zuckerberg
Investigator?s discretion to use and allocate such funds to support his or her research activities,
other than any restrictions, requirements, encumbrances or other limitations that the applicable
Home Institution applies generally and consistently with respect to expenditure of gift funds for
the conduct of research received by such Home Institution; provided, that, in no event may any
Home Institution apply any Infrastructure Charge other than as expressly set forth in Section 5.2.
If any portion of such discretionary research budget will be utilized at the Chan/Zuckerberg

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Investigator?s Home Institution, such portion, and only such portion, shall be subject to the
Infrastructure Charge.

6.4 Termination of, or Failure to Renew, Chan/Zuckerberg Investigators.

A Home Institution or the Hub may terminate its relationship with a Chan/Zuckerberg
Investigator as set forth herein and in accordance with the applicable Home Institution or Hub
policies and procedures.

6.4.1 By the Hub. The Hub may, in its sole and absolute discretion, terminate a
Chan/Zuckerberg Investigator?s appointment at any time pursuant to its own internally established
policies and procedures, and may, in its sole and absolute discretion, determine not to reappoint a
Investigator at the end of his/her term; provided, that, in each case of
termination without Cause, the Hub gives at least twelve (12) months? advance written notice to
such Chan/Zuckerberg Investigator and the applicable Home Institution. After any termination or
failure to renew a Chan/Zuckerberg Investigator?s appointment, the researcher and his/her Home
Institution shall no longer enjoy any rights or bene?ts of such individual being a Chan/Zuckerberg
Investigator. Notwithstanding anything in this Section 6.4.1 to the contrary, the Hub may
terminate any Chan/Zuckerberg Investigator?s appointment at any time without advance written
notice if such termination is for Cause.

6.4.2 By a Home Institution. In the event that the faculty appointment of a
Chan/Zuckerberg Investigator at a Home Institution ends or is terminated, his/her status as a
Chan/Zuckerberg Investigator shall also simultaneously terminate. The Hub may, but shall have
no obligation to, hire any person whose faculty appointment ends or who is terminated by a Home
Institution as an employee of the Hub, whether as a Hub staff researcher or other Hub staff
member, with the Hub paying such person?s salary and bene?ts in the event the Hub hires such
person. The Hub recognizes that any termination of a Chan/Zuckerberg lnvestigator?s faculty
appointment for any cause related to misconduct may limit that individual?s ?iture ability to use
Home Institution facilities in the event the Hub hires such individual as an employee.

7. ACADEMIC APPOINTMENTS OF HUB EMPLOYEES AT HOME
INSTITUTIONS

7.1 General. To attract and retain highly quali?ed researchers at the Hub and to create
a collaborative and interactive research environment among the Home Institutions and the Hub,
Hub employees who possess the necessary quali?cations may be considered for academic
appointments in the appropriate department of a Home Institution. The Home Institutions and the
Hub shall consult with the appropriate department heads with respect to such appointments. For
each such potential appointment, the applicable appointment committee shall be responsible for
reviewing and approving the nomination, based upon applicable school and departmental criteria.
The Hub shall be solely responsible for all salary, bene?ts and other costs of employing any Hub
employee with an academic appointment at a Home Institution.

7.2 Faculty Privileges. Any Hub employee who has a faculty appointment at a Home

Institution shall carry full faculty status, privileges, and consideration for promotion to the same
extent as if the salary for such individual were paid by such Home Institution rather than by the

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Hub, consistent with the speci?c terms of the type of faculty appointment that is granted by the
Home Institution.

7.3 Staff Hospital Privileges. Any Hub employee holding the necessary and
appropriate medical and professional quali?cations suitable to the applicable Home Institution
may apply for staff privileges at such Home Institution?s hospital, where appropriate. Any such
privileges, if granted, shall be subject to any applicable Home Institution?s policies and procedures
as well as any applicable policies, procedures and bylaws of the medical staff of the Home
Institution?s hospital.

7.4 Termination of Hub Employees with Academic Appointments.

A Home Institution or the Hub may terminate its relationship with a Hub employee who
has an academic appointment with such Home Institution as set forth in the applicable provision
below.

7.4.1 By the Hub. The Hub may, in its sole and absolute discretion, terminate a Hub
employee with an academic appointment at a Home Institution at any time pursuant to the Hub?s
own policies and procedures. In such event, that person shall not be considered faculty of the
Home Institution after the effective date of termination and thereafter shall not enjoy any of the
privileges of a faculty member of the Home Institution, except to the extent required by such
Home Institution?s applicable policies or procedures and subject to any additional due process or
notice procedures that may be required by such Home Institution. In the event the Hub terminates
a Hub employee with an academic appointment at a Home Institution, such Home Institution may,
but shall have no obligation to, hire such person as an employee of the Home Institution and pay
his/her salary and bene?ts.

7.4.2 By a Home Institution. A Home Institution may in its sole and absolute discretion
terminate the academic appointment of a Hub employee at any time pursuant to such Home
Institution?s own policies and procedures. In the event a Home Institution terminates the academic
appointment of a Hub employee, the Hub may, but shall have no obligation to, continue to employ
that person at the Hub. In such event, that person shall not be considered faculty of the Home
Institution after the effective date of termination and thereafter shall not enjoy any of the privileges
of a faculty member of the Home Institution, except to the extent required by such Home
Institution?s applicable policies or procedures.

8. TERM AND TERMINATION

8.1 Term. The term of this Agreement shall commence on the E??ective Date and shall
continue thereafter in perpetuity unless earlier terminated in whole or in part as provided herein.
The ?rst ten (10) years of the term of this Agreement are referred to herein as the ?Initial Term?.
During the last year of the Initial Term, the Parties shall review the terms of this Agreement to
evaluate whether any amendments should be made in light of the Parties? experiences during the
Initial Term or as a result of any changed or new circumstances, it being understood that any
such amendment shall comply with Section 14.16 and (ii) any Party hereto may withhold its

approval of any such amendment in its sole and absolute discretion.

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8.2 Termination by Home Institutions.

8.2.1 During the Initial Term. During the Initial Term, each Home Institution shall
have the right to terminate its participation in the Hub and this Agreement as it pertains to such
Home Institution in the event a Hub for Cause Event occurs, as ?mher provided herein. ?Hub for
Cause Event? means any of the following events: ?'aud or will?il misconduct by the Hub;
(ii) the Hub?s material failure to act in accordance with standards followed by comparable
institutions with respect to ethics or good scienti?c conduct; a material breach by the Hub of

an of its material obligations to such Home Institution under this Agreement; 

or failure by the Hub to obtain, within twelve (12) months of
the Effective Date, recognition ?'om the Internal Revenue Service as an organization exempt from
taxation under section 501(a) of the Code and described in section 501(c)(3) of the Code. In the
event a Home Institution wishes to terminate its participation in the Hub and this Agreement as it
pertains to such Home Institution as the result of a Hub for Cause Event, it shall give the Hub
written notice thereof. The Hub shall have ninety (90) days (the ?Hub Cure Period?) from receipt
of such notice to cure such Hub for Cause Event to the Home Institution's reasonable satisfaction.
If the Hub fails to cure such event within the Hub Cure Period, such Home Institution may
terminate this Agreement as it pertains to such Home Institution by giving written notice to the
Hub within thirty (30) days a?er the end of the Hub Cure Period.

8.2.2 After the Initial Term. After the Initial Term, each Home Institution shall have
the right to terminate its participation in the Hub and this Agreement as it pertains to such Home
Institution (regardless of cause), by giving twelve (12) months? prior written notice to the Hub.

8.3 Termination by the Hub.

8.3.1 During the Initial Term. During the Initial Term, the Hub shall have the right to
terminate this Agreement as it pertains to one or more of the Home Institutions in the event a Home
Institution for Cause Event occurs, as further provided herein. ?Home Institution for Cause
Event? means any of the following events: fraud or will?il misconduct by a Home Institution;
(ii) a Home Institution?s material failure to act in accordance with standards followed by
comparable institutions with respect to ethics or good scienti?c conduct; or a material breach
by a Home Institution of any of its material obligations under this Agreement. In the event the Hub
wishes to terminate this Agreement as it pertains to one or more of the Home Institutions as the
result of a Home Institution for Cause Event, it shall give the applicable Home Institution(s)
written notice thereof. The Home Institution(s) shall have ninety (90) days (the ?Home
Institution Cure Period?) from receipt of such notice to cure such Home Institution for Cause
Event to the Hub?s reasonable satisfaction. If any Home Institution fails to cure such event within
the Home Institution Cure Period, the Hub may terminate this Agreement as it pertains to such
Home Institution by giving written notice to such Home Institution within thirty (30) days after the
end of the Home Institution Cure Period.

8.3.2 During the Term. At any time during the term of this Agreement, in addition to
the Hub?s termination rights set forth in Section 8.3.1, the Hub shall have the right to terminate this
Agreement as it pertains to one or more of the Home Institutions (regardless of cause), by giving
twelve (12) months? prior written notice to the applicable Home Institution(s).

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8.4 Effects of Termination.

8.4.1 No Further Rights. Upon termination of this Agreement with respect to a
terminated Party, the rights and obligations of such terminated Party shall cease and be of no
further force or effect, except for any rights or obligations that survive termination as provided in
Section 8.5 below.

8.4.2 No Effect on Other Home Institutions. Termination of this Agreement as to any
Home Institution shall not affect this Agreement as it pertains to any other non-terminated Home
Institution, and this Agreement shall remain in full force and effect with respect to all other
non-tenninated Home Institutions.

8.4.3 Effect on Other Agreements. Termination of this Agreement as to any one or
more Home Institutions shall not affect any Inter-Institutional Agreement, license agreement,
option agreement, or other written agreement then in effect between the Hub and each such Home
Institution, all of which shall continue in accordance with their respective terms (unless such other
agreement expressly provides that it terminates upon termination of this Agreement).

8.4.4 Cooperation. Upon any termination of this Agreement, the affected Parties shall
cooperate to facilitate the orderly wind-down of activities pursuant to this Agreement and, to the
extent applicable, to transition the operations of the Hub to other facilities and to undertake such
other acts, including assignment of third-party agreements, as may be reasonably requested by any
affected Party in connection with such termination and wind-down.

8.5 Survival. Termination of this Agreement shall not affect any rights or obligations
of any of the Parties that have accrued prior to such termination. The following provisions of this
Agreement shall survive and remain binding after termination of this Agreement, together with
any provisions that by their nature or express terms survive such termination: Sections 8.4 and 8.5
and Articles 10, ll, 12, 13 (Articles 12 and 13 only with respect to Joint IP Developed as of the
effective date of termination of this Agreement) and 14.

9. REPRESENTATIONS, WARRANTIES AND COVENANTS

9.1 Organization and Authority. Each Party represents and warrants to each of the
other Parties that it is an entity duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization; (ii) it has all requisite power and authority to execute
and deliver this Agreement and to perform its obligations hereunder; the execution, delivery
and performance of this Agreement have been duly authorized by all requisite corporate action and
all requisite internal approvals; (iv) the execution, delivery and performance of this Agreement do
not require the consent, approval or other authorization of any entity not a party to this Agreement;
the execution, delivery and performance of this Agreement do not con?ict with, or constitute a
default under, any agreement to which it is a party or by which it is bound; and (vi) upon
execution, this Agreement shall be a legal and valid obligation binding upon such Party and
enforceable in accordance with its terms.

9.2 Compliance with Applicable Laws. Each Party represents, warrants and
covenants to each of the other Parties that it shall comply with all Applicable Laws in its
performance under this Agreement.

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9.3 No Con?icting Agreements. Each Home Institution represents, warrants and
covenants to the Hub that it shall not enter into any agreement that con?icts, or is otherwise
inconsistent, with any of its obligations under this Agreement as they apply to Joint IP Developed
by Chan/Zuckerberg Investigators and recipients of Affiliate Gifts. Any such con?ict or
inconsistency of which any of the Parties becomes aware shall be addressed in accordance with the
provisions of Section 12.5.1 hereof.

10. INDEMNIFICATION AND INSURANCE

10.1 Indemnification. Each Party shall be responsible for the acts and omissions of its
employees and agents under this Agreement. Each Party (an ?Indemnifying Party?) shall, to the
extent authorized by Applicable Laws (and in the case of Berkeley, UCSF and any new Home
Institution added pursuant to Section 2.6 that is a constituent of The Regents of the University of
California, University of California Standing Order 100.4 Duties of the President of the
University), indemnify, defend and hold harmless each of the other Parties and each of their
respective regents, directors, of?cers, managers, employees, agents, representatives, successors
and assigns (the ?Indemnified Parties?), from and against any and all liabilities, losses, awards,
damages, judgments, costs, taxes and expenses, including reasonable attorneys? fees, costs and
interest (collectively, ?Losses?) incurred in connection with any claims, actions, causes of action,
proceedings, demands, suits or proceedings (collectively, ?Claims?), arising from or relating to:
any fraudulent, negligent or willful act or omission of the Indemnifying Party in connection
with its performance under this Agreement, or (ii) the breach by the Indemnifying Party of any of
its representations, warranties, covenants or obligations under this Agreement.

10.2 Notice of Indemnification Claim. The Indemni?ed Party(ies) shall 
notify the Indemnifying Party in writing of any Claim with respect to which the Indemni?ed
Party(ies) seek indemni?cation pursuant to Section 10.1. Failure to give the Indemnifying Party
such notice shall not relieve the Indemnifying Party of its indemnification obligations, except to
the extent (if any) that the Indemnifying Party can demonstrate that failure to give prompt notice
prejudiced its ability to undertake and conduct its defense of such Claim. The Indemnifying Party
shall conduct, at its sole expense, the defense of all Claims that fall within the sc0pe of Section
10.1. Each Indemni?ed Party shall, at the Indemnifying Party?s expense, reasonably cooperate
with the Indemnifying Party in the defense of any such Claim. The Indemnifying Party shall not
compromise or settle any Claims without the prior written approval of the Indemnified Party(ies),
which approval shall not be unreasonably withheld, conditioned or delayed. The Indemni?ed
Party(ies) shall have the right to participate, at their sole expense and with counsel of their
choosing, in any defense of a Claim undertaken by the Indemnifying Party hereunder. 1n the event
the Indemnifying Party fails to timely commence its defense of any Claim, the Indemni?ed
Party(ies) shall have the right to conduct such defense using counsel of its or their choosing, and
the Indemnifying Party shall be responsible for and shall reimburse the Indemni?ed
Party(ies) for all costs of such defense.

10.3 Insurance Requirements. Each Party at its sole cost and expense, shall insure its

activities in connection with this Agreement, and shall obtain, keep in force and maintain
insurance as set forth below, or a comparable program of self-insurance:

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10.3.1 Comprehensive or commercial form general liability insurance (contractual
liability included) with a limit of one million Dollars ($1,000,000) per
occurrence and a general aggregate of two million Dollars If
such insurance is written on a claims-made form, it shall continue for three
(3) years following termination of this Agreement The insurance shall
have a retroactive date prior to or coinciding with the Effective Date of this
Agreement. In the event that a claims-made policy is canceled or
non-renewed, then that Party shall obtain extended reporting (tail) coverage
for the remainder of the three (3) year period;

10.3.2 Automobile liability insurance with a limit of one million Dollars
($1,000,000) per occurrence;

10.3.3 Workers? compensation insurance in a form and amount covering such
Party?s full liability as required by law under the Workers? Compensation
Insurance and Safety Act of the State of California as amended from time to
time, and employer? liability insurance with a limit of one million Dollars
($1,000,000) per occurrence; and

10.3.4 Such other insurance in such amounts which from time to time may be
reasonably required by the mutual consent of the Parties against other
insurance risks relating to performance, and including, in the case of the
Hub, such other insurance coverages that are reasonably customary for an
entity of its type and stage of operations.

11. CONFIDENTIALITY

11.1 Con?dential Information. Con?dential Information may be made available by a
Party (the ?Disclosing Party?) to one or more of the other Parties (each, a ?Receiving Party?).
Without limiting any other provision hereof, to the extent permitted by Applicable Law, the
terms of this Agreement shall be deemed to be the Con?dential Information of each Party, it being
understood that nothing in this paragraph shall prohibit any Party from publicly disclosing the
identity of the Parties, the identity of any recipient of an Af?liate Gift or Chan/Zuckerberg
Investigator, the amount and title of any gi? or award made pursuant to this Agreement, the
duration of any award or gift made pursuant to this Agreement, the arnormt of the Infrastructure
Charge, or other technical codes used for fund accounting purposes; provided that, in each case
such public disclosures may be lated Section 14.6
hereof has been made, and (ii)

Except as permitted by this Agreement or otherwise agreed
in writing, eac arty 5 keep all Con?dential Information of the Disclosing Party in

strict con?dence and shall not, without the Disclosing Party?s prior written consent, disclose,
publish, disseminate or otherwise make available, directly or indirectly, any of the Disclosing
Party?s Con?dential Information to anyone at any time during the term of this Agreement or the
?ve (5)-year period thereafter. Each Receiving Party shall use the same degree of care it uses to
protect its own proprietary information of a like nature, but no less than reasonable care, to prevent
improper use andlor disclosure of the Disclosing Party?s Con?dential Information. The Receiving
Party may use the Disclosing Party?s Con?dential lnforrnation only in connection with performing

18

its obligations and/or exercising its rights under this Agreement. Con?dential Information may be
disclosed by a Receiving Party to its employees, agents, professional advisors and consultants
(collectively, ?Representatives?) that require access to such Con?dential Information for
purposes of exercising any rights granted pursuant to, or performing any obligations under, this
Agreement; provided, that, such Representatives are subject to con?dentiality obligations at least
as protective of the Disclosing Party?s Con?dential Information as those set forth in this Article
11.

11.2 Exceptions. Con?dential Information shall not include any information from and
after the date that such information is or becomes publicly known through no act or omission of
the Receiving Party or any of its Representatives; (ii) is developed independently by the Receiving
Party without use of the Disclosing Party?s Con?dential Information; is known by the
Receiving Party when disclosed by the Disclosing Party if the Receiving Party does not then have
a duty to maintain its con?dentiality; (iv) is rightfully obtained by the Receiving Party from a third
party who does not owe the Disclosing Party a duty to preserve its con?dentiality; or is
approved for disclosure by the prior written authorization of the Disclosing Party. The Receiving
Party shall have the burden of proving that information falls within one of the foregoing
exceptions.

11.3 Permitted Disclosures. Notwithstanding Section 11.2, the Receiving Party may
disclose Con?dential Information of the Disclosing Party to the extent required by Applicable Law
or by a court or other governmental authority; provided, that, it gives the Disclosing Party
reasonable advance written notice of the disclosure to the extent feasible; (ii) uses reasonable
efforts to resist disclosing the Con?dential Information; and cooperates with the Disclosing
Party on request to obtain a protective order or otherwise limit the disclosure.

11.4 Return of Con?dential Information. Upon termination of this Agreement, or at
any time upon the written request of the Disclosing Party, the Receiving Party shall return to the
Disclosing Party or, at the Disclosing Party?s direction, shall destroy and certify in writing to the
Disclosing Party that it has destroyed, all tangible embodiments of Con?dential Information in the
Receiving Party?s possession (and all copies and reproductions thereof), except that the Receiving
Party may retain one copy thereof solely for archival purposes. Such archival copy shall remain
subject to the provisions of this Article 11.

11.5 Protected Health Information. No Party shall disclose any Protected Health
Information to any other Party in connection with this Agreement, unless the Party that will
receive such Protected Health Information has been noti?ed that such information will be provided
and the applicable Parties have signed a Business Associate Agreement or other appropriate
document as required under HIPAA.

11.6 Publications. The Hub is committed to principles of academic freedom and
openness, and encourages publication of research results made using Hub Funding. Researchers at
the Home Institutions who desire to publish or present research results relating to Joint IP shall
submit to the Hub any and all proposed disclosures that would be published or presented 
abstracts, posters, draft publications, etc.) for its review at least thirty (30) days prior to the
disclosure thereof to any third party (including any journal for review). If, during its thirty (30)
day review period, the Hub noti?es the applicable Home Institution that it desires to ?le or have

19

?led one or more patent applications on any patentable subject matter that constitutes Joint IP and
that is disclosed in the draft publication or presentation, the Ilome Institution shall defer
publication or presentation, as applicable, for up to thirty (30) additional days from the date the
Hub notifies the Home Institution of such desire, and (ii) any Con?dential Information of the Hub
is disclosed in such draft, the Home Institution shall delete such Con?dential Information from
such draft. For clarity, the pre-publication review right set forth in this Section 1 1.6 shall not apply
to publications or presentations relating solely to Home Institution IP. In addition, the Hub may
choose to waive the applicability of this provision with respect to research results from any
particular project by providing a written notice of waiver to the applicable Home Institution.

12. INTELLECTUAL PROPERTY

12.1 Operations and Technology Committee.

 

12.2 Background Intellectual Property.

12.2.1 Ownership. As between the Parties, each Party shall retain ownership of all right,
title and interest, including all patent, copyright, trademark, trade secret and other proprietary
rights, in and to any Background IP of such Party, and no Party shall have any ownership claims to
or rights in any Background IP of any other Party absent a written agreement otherwise.

12.2.2 License to Background IP. The Hub does not anticipate using any Background IP
of any Home Institution in its activities under this Agreement. However, in the event that a Home
Institution is or becomes aware that the Hub would require a license to any Background IP of any
Home Institution in order to develop, commercialize or otherwise enjoy any Hub IP or Joint IF, the
Home Institution shall so notify the Hub. The Hub may also notify a Home Institution if it requires
a license to any Background IP of such Home Institution in order to develop, commercialize or
otherwise enjoy any Hub IP or Joint IP. In either such event, within thirty (30) days after any such
notice, such Home Institution shall notify the Hub whether or not such Home Institution has the
right to grant a license to the Hub under such Background IP. If the Home Institution notifies the
Hub that a pre-existing commitment to a third party precludes the Home Institution from licensing
such Background 1? to the Hub, the Home Institution shall, if requested by the Hub and if legally
permitted, facilitate discussions between the Hub and such third party. If the Home Institution is

20

not precluded from granting a license to the Hub under such Background IP, and subject to the
written consent of all applicable inventors, then the Home Institution and the Hub shall negotiate
in good faith the terms of a grant to the Hub of a royalty-bearing license, with a right to grant
sublicenses through multiple tiers (solely as necessary to develop or commercialize Hub IP or
Joint IP), under such Background on either an exclusive or non-exclusive basis at the Home
Institution?s discretion and on commercially reasonable terms that permit such development,
commercialization or other enjoyment.

12.3 Hub IP. As between the Parties, the Hub shall own exclusively all right, title and
interest, including all patent, copyright, trademark, trade secret and other proprietary rightsand, accordingly, the Hub may choose whether or not to patent, otherwise protect,
develop, license and otherwise commercialize any Hub IP in its sole and absolute discretion.

12.4 Home Institution IP. As between the Parties, each Home Institution, or as
applicable, the institution employing an A?iliated Researcher, shall own exclusively all right, title
and interest, including all patent, copyright, trademark, trade secret and other proprietary rights, in
and to all Home Institution IP and, accordingly, such Home Institution may choose whether or not
to patent, otherwise protect, develop, license and otherwise commercialize any Home Institution
1? in its sole and absolute discretion. 

12.5 Joint IP. The Hub and each Home Institution whose employees, students or
A?liated Researchers participate, in any material respect, in the Development of any Joint 
(each, a ?Participating Home Institution?) shall jointly own such Joint IP. Subject to the other
provisions of this Section 12.5, each Home Institution covenants that it has in place and enforces
policies and procedures requiring prompt written disclosure of Intellectual Property Developed by
each employee, student and Af?liated Researcher of such Home Institution, and requiring each
such employee, student and Af?liated Researcher to grant a present assignment to such Home
Institution of all Intellectual Property Developed by him/her. To the extent that an assignment
from any Home Institution is required in order to effectuate joint ownership by the Hub of any
Joint IP, such Home Institution hereby assigns (and shall cause any applicable employee, student
or Af?liated Researcher of such Home Institution to grant a present assignment of, to the extent
he/she has not already done so in accordance with such Home Institution?s policies) joint
ownership of the Home Institution?s entire right, title and interest, including all patent, copyright,
trademark, and other proprietary rights, in and to such Joint IP to the Hub. For the avoidance of
doubt, and without limiting any other provision of this Agreement, each Home Institution
acknowledges and agrees that the provisions set forth in this Agreement relating to Joint IP shall
take precedence over any inconsistent or con?icting provisions of any applicable intellectual
property policies of such Home Institution; provided that. each Home Institution?s obligations to
disclose and/or to assign any Intellectual Property to the Hub shall apply only to the same extent
that such disclosure and/or assignment is required to be made to such Home Institution under such
Home Institution?s patent and/or other intellectual property policies. Any dispute between the
Hub and one or more Home Institutions as to inventorship of any patent application or patent shall
be resolved in accordance with U.S. patent law and shall be determined by a third party, neutral
patent attorney licensed to practice in the U.S. and mutually agreed upon by all Parties who have
an interest in the relevant Joint IP. Any dispute between the Hub and one or more Home
Institutions as to inventorship or authorship of other non-patentable Intellectual Property or as to

21

whether any particular Intellectual Property constitutes Joint IP shall be resolved in accordance
with the dispute resolution provisions of Section 14.2 hereof.

12.5.1 Third Party Conflicts. In the event that, notwithstanding each applicable Home
Institution?s compliance with the disclosure obligations speci?ed in Section 5.1 (with respect to
recipients of Affiliate Gifts) and Section 6.1.2 (with respect to Chan/Zuckerberg Investigators), a
situation arises in which such Home Institution has a contractual obligation to a third party to
administer any Joint 1P, such Home Institution shall so notify the Hub and shall discuss with the
Hub collaboratively and in good faith an amicable resolution of such matter. Without limiting the
foregoing, such Home Institution shall use best efforts to engage the relevant third party in such
discussions and, if requested by the Hub, shall facilitate dispute resolution among the Hub, such
Home Institution and such third party, whether in accordance with Section 14.2 hereof, in
accordance with any dispute resolution provisions applicable to such Home Institution and the
relevant third party, or otherwise. For the avoidance of doubt, in connection with the resolution of
third party conflicts as provided herein, no Party shall be required to breach any contractual
obligation it has to a third party or to waive any rights or remedies that such Party may have under
this Agreement, at law or in equity, all of which are expressly reserved.

12.5.2 Disclosure of Joint IP. Each Home Institution shall disclose in writing to the Hub
any Joint IP Developed in whole or in part by such Home Institution?s employees, students and/or
Affiliated Researchers after, and in any event within thirty (30) days after, disclosure of
such Joint to the Home Institution?s technology transfer office. Such disclosure may be required
to be made on an invention disclosure form specified by the Hub and in any event shall be
reasonably detailed with respect to potential inventorship, related intellectual property and
technology, and structure, function and novelty of the Joint IP.

12.5.3 Commercialization of Joint IP. As between the Hub and each Participating
Home Institution, and subject to the approval of the applicable Participating Home Institution(s) as
further speci?ed in Section 12.5.4 below, the Hub shall have the exclusive right to determine
whether, when and in what manner to patent, otherwise protect, develop, license and otherwise
commercialize any and all Joint IP, subject to the terms of the applicable Inter-Institutional
Agreement. Joint IP Developed through any use of Federal government funds, equipment or
facilities shall be subject to the requirements of 35 U.S.C. ??202-212 and regulations promulgated
thereunder and any other relevant Federal government requirements.

12.5.4 Inter-Institutional Agreements. The Hub and each applicable Participating
Home Institution shall enter into an inter-institutional agreement in the form attached hereto as
Exhibit B, with any changes to such form as the applicable Parties may agree upon on a
case-by-case basis, with respect to each invention within any Joint IP that the Hub wishes to
protect, develop, license or otherwise commercialize (each an ?Inter-Institutional Agreement?).
Unless the Hub and a Participating Home Institution agree otherwise in writing with respect to any
particular Joint each Inter-Institutional Agreement shall specify the Hub as the lead
commercialization party. Any sale or exclusive outlicense of any Joint IP by the Hub shall be
subject to the approval of the applicable Participating Home Institution(s), with such approval of
any exclusive outlicense, but not sale, not to be withheld, delayed or conditioned by any
Participating Home Institution, unless the terms of such outlicense are not commercially
reasonable or do not include the required provisions as speci?ed in the applicable

22

Inter-Institutional Agreement. Within thirty (30) days ?'om the date the Hub requests such
approval from any Participating Home Institution, such Participating Home Institution shall notify
the Hub whether it approves or denies such sale or outlicense and, in the case of a denial of
approval of an outlicense, the basis on which it ?nds the terms of such outlicense to be not
commercially reasonable or the provision(s) speci?ed in the applicable Inter-Institutional
Agreement that are lacking. If any such Participating Home Institution has not responded within
such thirty (30) day time period or such Participating Home Institution and the Hub dispute the
basis of such Participating Home Institution?s failure to approve, or denial of approval of, any sale
or exclusive outlicense of any Joint IP pursuant to this Section 12.5.4, the matter may be submitted
by the Hub for dispute resolution in accordance with Section 14.2 hereof. For the avoidance of
doubt, the Participating Home Institution may not condition approval of an exclusive outlicense on
modifying the revenue share, or any other provision, set forth in this Agreement. Any denial of
approval of a sale or an exclusive outlicense of any Joint IP by any Participating Home Institution
must be a decision made at or above the level of the dean of research or director of technology
transfer of such Participating Home Institution.

12.5.5 Retained Research License under Joint IP. The Hub and each Home Institution
retains the right for itself and for all other non-pro?t research institutions to use and to practice any
Joint IP for non-commercial educational and research purposes. In addition, the Hub is cormnitted
to making research tools broadly available for scienti?c research. Accordingly, a Home Institution
may permit industry collaborators that sponsor research at such Home Institution to use for
research purposes only, on a non-exclusive basis, tangible research materials animal models,
cell lines), reagents, data sets and other research tools (collectively ?Research Tools?) that
constitute Joint IP, in each case provided, that, the applicable Research Tool does not constitute
patentable subject matter or, if it does constitute patentable subject matter, an appropriate patent
has been ?led by or on behalf of the Hub and the applicable Home Institution as Joint IP, and
(ii) such Home Institution ?rst noti?es the Operations and Technology Committee of any
proposed sharing of the Research Tool with an industry collaborator and a?ords such committee
the opportunity to discuss the same.

12.5.6 Joint Research Agreement. The Parties acknowledge that this Agreement
constitutes a joint research agreement and any Intellectual Property Developed under this
Agreement (including Hub IP and Joint shall be considered as Intellectual Property generated
pursuant to a joint research agreement as set forth in 35 U.S.C. 102(b)(2)(C) and 35 U.S.C.
102(c).

12.5.7 Release of Joint IP. Notwithstanding the other provisions hereof, if, in accordance
with the applicable policies of any Home Institution, an inventor of any Joint IP who is a
Chan/Zuckerberg Investigator or an Af?liate Gi? recipient wishes to place such Joint IP into the
public domain instead of patenting the invention, then such inventor must give written notice to the
Hub for its approval prior to placing such Joint IP in the public domain, with such approval not to
be unreasonably withheld, conditioned or delayed, it being understood that any delay beyond thirty
(30) days from the date on which approval was so requested shall be deemed unreasonable. Any
disagreement as to whether Joint IP should be placed into the public domain may be submitted by
the applicable Home Institution and/or the Hub for dispute resolution in accordance with
Section 14.2 hereof.

23

13. REVENUE SHARE

13.1 Division of Revenue. The Hub and each Home Institution shall share in the
revenue arising out of the commercial exploitation of any Joint IP as set forth in this Article 13.

13.1.1 Gross Revenue. ?Gross Revenue? means all revenue received by all Parties for
the licensing, sale, transfer or other commercial utilization of any Joint IP. Gross Revenue shall be
subject to the following deductions, taken in the following order:

13.1.1.1

13.1.1.2

 

13.1.2 Net Revenue. ?Net Revenue? means the amount remaining a?er all deductions
from Gross Revenue speci?ed in Sections 13.1.1.1 and 13.1.1.2 have been made. Net Revenue
shall be divided among the Parties as follows:

13.1.2.1

 

13.1.2.2

 

13.2 Other Commercialization Arrangements. While the presumption is that the Hub
will be the Party that is responsible for the commercialization of Joint IP, if in any given
circumstance the Hub agrees that a Home Institution will be the lead commercialization Party
under an Inter-Institutional Agreement, the revenue share provisions of this Article 13 shall apply
mutatis mutandis to the Home Institution that leads such commercialization.

14. GENERAL

14.1 Records. Each Home Institution shall maintain complete, accurate, and legible
written records relating to its use of Hub Funding and its compliance with the terms of this
Agreement (?Records?). Such Records shall be retained for the longer of ?ve (5) years from the
date the relevant activities are undertaken or the period of time required by any Applicable Law.
The Hub or its designee shall have the right, upon reasonable notice to a Home Institution, (lining
the term and for ?ve (5) years thereafter (but not more than once per year, unless such audit is for
cause), to audit and inspect, or to have its designated auditor or representative audit and inspect, the
Records of such Home Institution. Any audit or inSpection conducted hereunder shall be at the sole
expense of the Hub and shall not unreasonably interfere with the business or research activities of
the Home Institution.

14.2 Dispute Resolution. Ifa claim, controversy, complaint, or dispute arises out of or
relates to this Agreement, the interpretation hereof, or any breach or alleged breach hereof, or if
there is an unreasonable delay of approval by a Home Institution of any matter speci?ed in this
Agreement the Parties involved in such Dispute shall in good faith attempt to resolve
such Dispute through discussions between the president or equivalent o?ice-holdeds) of the Hub or 
the chairperson of the Hub Board, on the one hand, and the chancellor, president or equivalent
o?ice-holder of the applicable Participating Home Institution, on the other. If such individuals are
not able to reach resolution of such Dispute within thirty (30) days of the commencement of such
discussions, any affected Party may make a written demand for mediation specifying the scope of
the Dispute. Within thirty (30) days after such written demand, the affected Parties shall meet for
one (1) day (or such longer period as the a?ected Parties may agree) with a mediator mutually
agreeable to them and attempt to resolve such DiSpute through mediation. In the event such
Dispute is not settled through mediation, such Dispute shall be settled by con?dential arbitration in
accordance with the then-current commercial arbitration rules of the American Arbitration
Association, and judgment on the award rendered by the arbitrator may be entered by any court
have jurisdiction thereof. Any mediation or arbitration conducted pursuant to this Section 14.2
shall be held in San Francisco, California, unless otherwise agreed by the affected Parties. Costs
incurred by a Party in connection with dispute resolution shall be the responsibility of that
Party. Costs of the mediator and, if applicable, arbitrator shall be jointly shared by the affected
Parties, unless the mediator or arbitrator speci?es a di?'erent allocation of costs. Notwithstanding
the foregoing, no Party shall be precluded at any time ?om seeking an injunction against any other
Party for infringement of its intellectual property rights or breaches of con?dentiality.

25

14.3 Injunctive Relief. Each Party agrees and acknowledges that its breach of the
con?dentiality and/or intellectual property provisions of this Agreement could cause one or more
of the other Parties irreparable injury for which money damages or other remedies at law would
not be a suf?cient or adequate remedy. Each Party further agrees and acknowledges that each
con?dentiality and/or intellectual property provision of this Agreement is necessary for the
protection of a legitimate interest of the affected Party, the nature and scope of each such
provision is reasonable, and any violation or breach of any such provision may result in
immediate and irreparable harm to the affected Party. Therefore, notwithstanding anything in this
Agreement to the contrary, each Party agrees and acknowledges that each other Party shall be
entitled, to the fullest extent permitted by law, to seek an injunction, speci?c performance and
other equitable relief to prevent any such breach and to enforce speci?cally any such provision, in
addition to any other remedy to which such other Party is entitled at law, in equity, by contract or
otherwise, all of which shall be cumulative (and not alternative). No Party shall oppose the
granting of any such injunction, speci?c performance or other equitable relief on the basis that
there is a suf?cient or adequate remedy at law or that any award of speci?c performance is not an
appropriate remedy for any reason at law, in equity or otherwise. In seeking an injunction or
injunctions to prevent breaches of this Agreement or to enforce specifically the terms and
provisions of this Agreement, no Party shall be required to provide any bond or other security.

14.4 Further Assurances. Each Party shall execute and cause to be delivered to any
other Party such instruments and other documents, and shall take such other actions, as any other
Party may reasonably request for the purpose of carrying out or evidencing any of the transactions
contemplated by this Agreement or otherwise permitting any other Party to exercise any of its
rights pursuant to this Agreement, including executing and delivering Inter-Institutional
Agreements, license agreements, assignment agreements, and other appropriate agreements.

14.5 Other Programs and Collaborations.

14.5.1 Other Programs. Nothing set forth in this Agreement is intended or shall be
deemed to require the Hub to undertake programs, employ staff or faculty, or incur ?scal
responsibilities beyond those approved by the Hub Board.

14.5.2 Other Collaborations. Nothing set forth in this Agreement is intended or shall be
deemed to prevent the Hub from entering into agreements of collaboration or any other type of
agreement, including grant agreements and sponsored research agreements, with institutions,
facilities or entities, whether public or private, other than the Home Institutions.

14.6 Press Releases; Publicity. The Parties shall agree upon a press release to
announce the collaboration formed pursuant to this Agreement. Other than such press release, no
Party may make any press release or other public announcement regarding this Agreement, the
other Parties to this Agreement, or the collaboration between the Parties without ?rst obtaining any
other relevant Party?s written consent, except that, following the public disclosure of the initial
press release to announce the collaboration formed pursuant to this Agreement, each of the
Parties may make factually accurate statements that the Parties are parties to the collaboration
formed pursuant to this Agreement, and may use the other Parties? names in such statements,
without obtaining such consent and (ii) each of the Parties shall have the right, in consultation with
the other Parties, to announce discoveries through public presentations and publication of

26

academic papers, subject to the provisions of Section 11.6. In addition, the Hub shall have the
right, without obtaining the prior written consent of the Home Institutions, to make public
announcements regarding Hub-related events, discoveries, publications, hiring of key employees,
and other Hub-related matters, so long as any use of a Home Institution?s name in any such
announcement is used in a factual manner. Each Party shall also have the right to issue releases
that disclose information about the collaboration among the Parties as may be required by any
Applicable Law, or as may be required in connection with such Party?s tax or other regulatory
?lings under Applicable Laws. This Agreement does not confer any right to use any name, trade
name, trademark or other designation of any other Party to this Agreement in advertising, publicity
or other promotional activities. Any uses by one Party of another Party?s name or logo, other than
those expressly permitted herein, shall be subject to the consent of such other Party, which consent
shall not be unreasonably withheld.

14.7 Notices. All notices, requests, instructions, claims, demands, consents and other
communications required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been duly given on the date delivered by hand or by internationally
recognized courier service such as Federal Express or by other messenger (or, if delivery is
refused, upon presentment) or upon receipt by e-mail transmission (with continuation), to each of
the Parties as follows:

If to Berkeley: University of California, Berkeley
200 California Hall #1500
Berkeley, CA 94720-1500
Attn: Chief Campus Counsel
E-mail: cpatti@berkeley.edu
If to Stanford: Stanford University

Office of the General Counsel
Building 170, 3rd Floor, Main Quad
PO. Box 20386

Stanford, CA 94305-2038

Attn: Vice President and General Counsel
E-mail: zumwalt@stanford.edu
If to UCSF: Of?ce of Legal Affairs

Faculty Alumni House

University of California, San Francisco
745 Parnassus Avenue

Box 0986

San Francisco, CA 94143-0986

Attn: Chief Campus Counsel
E?mail: greta.schnetzler@ucsf.edu

27

If to the Hub: Chan Zuckerberg Biohub, Inc.
394 Paci?c Avenue, Floor 2
San Francisco, CA 94111

Attn: Dr. Stephen Quake
E-mail: quake@stanford.edu
Attn: Dr. Joe DeRisi

E?mail: joe@derisilab.ucsf.edu

14.8 Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of California excluding any con?icts or choice of law rule or
principle that might otherwise refer construction or interpretation of this Agreement to the
substantive law of another jurisdiction.

14.9 Severability. The provisions of this Agreement are severable, and the
unenforceability of any provision of this Agreement shall not affect the enforceability of the
remainder of this Agreement. The Parties acknowledge that it is their intention that if any
provision of this Agreement is determined by a court to be unenforceable as dra?ed, that provision
should be construed in a manner designed to effectuate the purpose of that provision to the greatest
extent possible under Applicable Law.

14.10 Cumulative Rights and Remedies; Waiver. The rights and remedies provided in
this Agreement and all other rights and remedies available to any Party at law or in equity are, to
the extent permitted by law, cumulative and not exclusive of any other right or remedy now or
hereafter available at law or in equity. Neither asserting a right nor employing a remedy shall
preclude the concurrent assertion of any other right or employment of any other remedy, nor shall
the failure to assert any right or remedy constitute a waiver of that right or remedy. No waiver by
any Party of any breach or default of any provision set forth herein shall be deemed a waiver as to
any subsequent and/or similar breach or default.

14.11 Assignment; Binding Effect. No Patty may assign its rights or obligations under
this Agreement without the prior written consent of the other Parties; provided, however, that the
Hub may assign its rights or obligations without the consent of the Home Institutions to any
organization tax-exempt under section 501 of the Code and described in section 501(c)(3) of the
Code under common control with the Hub (with ?control? de?ned as the power to appoint a
majority of the nonpro?t organization?s directors or trustees), or (ii) if a majority of such nonpro?t
organization?s directors or trustees are directors, of?cers, employees or agents of the Hub. This
Agreement shall be binding upon and inure to the bene?t of the Parties and their respective
successors and permitted assigns.

14.12 Headings. All headings in this Agreement are included solely for convenient
reference, are not intended to be full and accurate descriptions of the contents of this Agreement,
shall not be deemed a part of this Agreement and shall not affect the meaning or interpretation of
this Agreement.

28

14.13 Construction. This Agreement shall be deemed to have been drafted jointly by the
Parties and without regard to any presumption or rule requiring construction or interpretation
against the Party drafting an instrument or causing any instrument to be drafted. Every term and
provision of this Agreement shall be construed simply according to its fair meaning and not strictly
for or against a Party.

14.14 Relationship of the Parties. The Parties hereto are independent contractors, and
nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency
relationship between any of the Parties. No Party nor any of its employees or agents is an
employee, agent or legal representative of any other Party, or (ii) shall have any authority to
represent any other Party or to enter into any contracts or assume any liabilities on behalf of any
other Party.

14.15 Execution. This Agreement may be executed in one or more counterparts all of
which together shall constitute one and the same Agreement. This Agreement may be executed by
facsimile or by a PDF image delivered via email copy of this Agreement, including the signature
pages, which facsimile or PDF image shall be deemed an original.

14.16 Amendments. This Agreement may be modi?ed or amended only by a written
instrument duly executed by each of the Parties.

14.17 Entire Agreement. This Agreement, which includes and incorporates all exhibits
attached hereto, constitutes the entire agreement and understanding among the Parties as of the
Effective Date concerning the subject matter hereof, and supersedes all prior covenants,
agreements, undertakings, obligations, promises, arrangements, communications, representations
and warranties, whether oral or written, by any Party hereto concerning such subject matter.

14.18 Interpretation. Unless the context clearly indicates otherwise: each de?nition
herein shall include the singular and the plural, each reference herein to any gender shall
include the masculine, feminine and neuter where appropriate, (0) the words ?include? and
?including? and variations thereof shall not be deemed terms of limitation, but rather shall be
deemed to be followed by the words ?without limitation,? the word ?or? is not exclusive, 
the words ?hereof,? ?herein,? ?hereto," ?hereby,? ?hereunder? and derivative or similar words
shall refer to this Agreement as an entirety and not solely to any particular provision of this
Agreement, all references to or ?Dollars? shall mean United States Dollars, and 
references herein to Articles or Sections mean the Articles or Sections of this Agreement, (ii) to
a statute mean such statute as amended, restated, supplemented and/or modi?ed from time to time
and includes any successor legislation thereto and any regulations promulgated thereunder; and
to days mean calendar days unless otherwise expressly stated.

[Remainder of Page Intentionally Left Blank]

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DocuSing Envdope ID: 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective
Date.

CHAN ZUCKERBERG BIOHUB, INC.

 

[Signatures Continue on Next Page]

[Signature Page to Master Collaboration Agreement]

  
 
  

THE BOARD OF TRUSTEES OF 
STANFORD JUNIOR UNIVERSI

 

By: 
Marc'Tessieyl-Lavignc
President
The Board of Trustees of the Lel nd Stanford Junior University

[Signatures Continue on Next Page]

[Signature Page to Master Collaboration Agreement]

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA,
ON BEHALF OF AND LIMITED TO ITS SAN FRANCISCO CAMPUS,
Including its School of Medicine and Hospital

By: jam I

Sam Hawgood, MBBSU

Chancellor

Arthur Toni Rembe Rock Distinguished Professor
University of California, San Francisco

[Signatures Continue on Next Page]

[Signature Page to Master Collaboration Agreement]

 

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA,
0N BEHAL OF AND TO ITS BERKELEY CAMPUS

I
By: 
Name: Nicholas] Dirks
Title: Chancellor

[Signature Page to Master Collaboration Agreement]

 TO MASTER COLLABORATION 

Hub No.
Home Institution Case No.

INTER-INSTITUTIONAL AGREEMENT
FOR
[Invention]

THIS INTER-INSTITUTIONAL AGREEMENT (?Agreement?) is effective this
day of 20_ (?Effective Date?), by and between CHAN

ZUCKERBERG BIOHUB, INC, 3 California nonpro?t public bene?t corporation (the ?Hub?)
and insert full name of Home Institution, modz? as appropriate for multiple Home
Institutions>> (the ?Home Institution?). Each of the Hub and the Home Institution is
individually referred to herein as a ?Party? and collectively they are referred to herein as the
?Parties?. Capitalized terms used and not otherwise de?ned herein shall have the meanings
given to them in that certain Master Collaboration Agreement dated September 2016, by
and among the Hub, (ii) The Leland Stanford Junior University, a trust possessing corporate
powers under the laws of the State of California, The Regents of the University of
California, a California constitutional corporation, on behalf of and limited to its San Francisco
campus, including its school of medicine and hospital and (iv) The Regents of the
University of California, a California constitutional corporation, on behalf of and limited to its
Berkeley campus (?Berkeley?) (as amended from time to time, the ?Master Collaboration

Agreement?).
BACKGROUND

WHEREAS, the Hub and the Home Institution are Parties to the Master Collaboration
Agreement, which contemplates the licensing of Joint IP by the Hub pursuant to inter-

institutional agreements;

WHEREAS, certain activities performed by [employees, students, or Af?liated
Researchers of the Home Institution] or [employees of the Hub] or [at least one employee,

student or Affiliated Researcher of the Home Institution and at least one employee of the Hub]

resulted in the Development of Intellectual Property disclosed in [Home Institution Case No. 
and/or Hub Case No. D: Modify bracketed provision as appropriate>>
(?Inventions?);

WHEREAS, the Parties agree that such Inventions constitute Joint IP under the Master
Collaboration Agreement;

WHEREAS, the Inventions are covered by Patent Rights (as de?ned in this Agreement)
and were developed by [inventors employed by the Hub and/or by inventors employed by or
otherwise affiliated with the Home Institution] D: Modify bracketed provision as
appropriate>> (such inventors are referred to herein as the ?Inventors?); and

WHEREAS, it is the mutual desire of the Parties that the Inventions be administered and
commercialized by the Hub on behalf of both Parties and, to that end, the Home Institution
agrees not to grant to any person (other than the Hub) any right, title or interest in and to the
Inventions or the Patent Rights.

NOW THEREFORE, in consideration of these premises and the mutual promises and
agreements herein set forth, and other valuable consideration, the adequacy and suf?ciency of

which are hereby acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS

1.1 ?License Agreement? means any license agreement that is entered into by the Hub
under this Agreement and grants to a Licensee thereunder a license to make, have made, use,
sell, offer to sell or import products or methods covered by Patent Rights, or any agreement
granting an option to acquire such a license.

1.2 ?Licensee? means any licensee to a License Agreement.

1.3 ?Patent Costs? means all out-of-pocket costs incurred by the Hub in the preparation,
?ling, prosecution, maintenance and licensing of Patent Rights; and litigation (except those
litigation costs covered by Article 6), interferences, oppositions or other contentious proceedings.
For avoidance of doubt, the salaries and overhead costs of the Hub?s technology transfer
operations or legal affairs of?ce are not included as out-of-pocket expenses for purposes of
calculating the Patent Costs.

1.4 ?Patent Rights? means all right, title and interest of each Party individually or of the

Parties jointly in, to and under any patents and provisional or non-provisional patent applications

that claim any of the Inventions, and any divisions, continuations or continuations-impart (but
only to the extent that claims in such continuations-in-part are supported in the speci?cation of
the parent patent application) of any of the foregoing; any corresponding foreign applications of
any of the foregoing; any US. or foreign patents issued on any of the foregoing; and any
substitute patents, reissues or extensions of any of the foregoing. Notwithstanding the above,
any continuation-impart application may be included in the de?nition of Patent Rights to the full
extent of its claims upon mutual written agreement of the Parties to this Agreement.

1.5 ?Valid Claim? means a claim or pending claim of a Patent Right that has not
been: canceled; held permanently revoked, unenforceable or invalid by a decision of a
court or governmental agency of competent jurisdiction over such claim, which decision is not
reversed and is unappealable or unappealed within the time allowed for appeal; admitted to
be invalid or unenforceable through disclaimers, consent decrees or otherwise, or surrendered

during a reissue or reexamination; or abandoned.

2. PATENT PROSECUTION AND PROTECTION

2.1 The Parties agree that the Hub shall be responsible for managing the preparation, ?ling,
prosecution and maintenance of the Patent Rights. Although the Hub will have the decision
authority in these matters, the Hub will use reasonable efforts to keep the Home Institution(s)
reasonably informed as to all material patent prosecution actions and decisions relating to the
Patent Rights in a timely manner, and the Hub will give good faith consideration to any
recommendations made by the Home Institution concerning such patent prosecution. When the
Home Institution is a constituent of The Regents of the University of California, the Hub may
not delegate this authority to a Licensee, unless such delegation is approved by such Home
Institution for a particular License. The Hub shall provide to the Home Institution all serial
numbers and ?ling dates, together with copies of all the applications for Patent Rights, including
copies of all Patent Of?ce actions, responses and all other Patent Office communications.

2.2 The Hub shall, after consulting with the Home Institution and within eight (8)
months of any US. ?ling for Patent Rights, make an election whether, when and in what
countries, it wishes to ?le foreign patent applications. The Hub shall notify the Home
Institution, in writing, of its election regarding foreign ?ling. If foreign patent applications are

?led, then the Hub shall provide to the Home Institution all serial numbers and ?ling dates. The

Hub also shall provide to the Home Institution copies of foreign patent applications, patent of?ce
actions, responses and all other patent of?ce communications as the Home Institution may
request in the course of prosecution. The Home Institution may ?le or maintain patent
applications at its own expense in any country in which the Hub elects not to ?le or maintain
patent applications and those costs incurred by the Home Institution shall be treated as provided
in Section 2.7 hereof.

2.3 The Hub shall record assignments of Patent Rights in the US. Patent and Trademark
Of?ce and foreign government patent offices, as applicable, and shall provide the Home
Institution with a copy of each recorded assignment. Each of the Hub and the Home Institution,
to the extent applicable, shall cause each Inventor under the Patent Rights to assign his or her
rights in the Inventions to the Hub and the Home Institution as joint owners.

2.4 Notwithstanding any other provision of this Agreement, the Hub shall not abandon
the prosecution of any patent application (except for purposes of ?ling continuation or
continuation-impart applications) within the Patent Rights or the maintenance of any Patent
Rights without prior written notice to the Home Institution at least sixty (60) days in advance of
any applicable deadline that would result in a loss of such Patent Rights. The Home Institution
may, with prior written notice to the Hub, assume responsibility and authority for continuing
prosecution or maintenance of such Patent Rights and also reserves the right to ?le a
continuation or divisional application claiming subject matter disclosed in such Patent Rights at
its sole expense in the name of the Hub and the Home Institution if the Hub consents and is not
interested in pursuing such rights, such consent not to be unreasonably withheld, delayed or
conditioned. In such event the Home Institution shall become the lead commercialization Party
for only such Patent Rights as the Hub chose not to prosecute, and the revenue share provisions
of Article 13 of the Master Collaboration Agreement shall apply mutatis mutandis with respect to
the Home Institution?s licensing of such Patent Rights. In addition, at the Hub?s request, the
Home Institution will use reasonable efforts to keep the Hub reasonably informed as to all
material patent prosecution actions and decisions relating to any Patent Rights pursued by the
Home Institution in accordance with this Section 2.4 in a timely manner, and the Home
Institution will give good faith consideration to any recommendations made by the Hub

concerning such patent prosecution.

2.5 The Hub shall provide to the Home Institution copies of all patents issued
under Patent Rights.

2.6?

 

2.7 Notwithstanding Section 2.6 above, the Hub may decline to puticipate in the Patent
Costs associated with any foreign patent application or patent that has been ?led under Patent
Rights. If the Hub so declines, the Home Institution may ?le or maintain any such foreign Went
applications or patents at its own expense. Ifthe Home Institution so ?les or maintains, such
Home Institution shall provide the Hub with copies of all such foreign patent applications, serial
numbers and ?ling dates, in addition to copies of all patent o??ce actions as the Hub may request
in the course of prosecution of such patents. Ifthe Hub grants a license imder such foreign
Patent Rights to any third party, the out-of-pocket costs borne by the Home Institution to ?le,
prosecute and maintain such Patent Rights shall be treated as reimbursable Patent Costs and shall
be reimbursed to the Home Institution on the same schedule as reimbursement of other Patent

Costs from the applicable Licensee is made to the Hub.

3. LICENSING

3.1 Subject to the retained research license provided under Section 12.5.5 of the Master
Collaboration Agreement and Section 3.5 of this Agreement, the Home Institution shall not grant
to any person or entity (other than the Hub) any right, option, license, assignment, title or interest
in, to or under any of the Patent Rights. The Home Institution grants to the Hub the sole and
exclusive right and responsibility for administering, developing and commercializing the
Inventions and for negotiating, arranging and entering into License Agreements, subject to the
provisions of this Agreement and the Master Collaboration Agreement. The Home Institution
shall forward to the Hub any contacts expressing an interest in a license, option or similar right
under the Patent Rights.

3.2 To the knowledge of the licensing of?cer responsible for the administration of the
Inventions at the Home Institution and as of the Effective Date, the Home Institution has no third
party obligations relating to rights in the Inventions, such as license agreements, option

agreements, or rights granted under material transfer agreements or sponsored research
agreements, other than those that have been speci?cally identi?ed in writing to the Hub as being
Background IP.

3.3 The Hub shall put forth commercially reasonable efforts to seek a Licensee for the
commercial development of the Inventions. Prior to entering into any License Agreement that
would grant an exclusive license under any Patent Rights to a Licensee, the Hub shall provide
the Home Institution with a copy of such License Agreement and the Home Institution shall have
thirty (30) days to review such License Agreement and to notify the Hub whether it approves the
grant of an exclusive license to the proposed Licensee under such License Agreement in
accordance with the provisions of, and subject to, Section 12.5.4 of the Master Collaboration
Agreement. Any denial by a Home Institution of approval for the Hub to enter into an exclusive
License Agreement shall be addressed in accordance with Section 12.5.4 of the Master
Collaboration Agreement.

3.4 The Hub shall not issue any paid-up licenses or assign Patent Rights to any third
party without the prior written approval of the Home Institution.

3.5 Nothing in this Agreement will prohibit, and License Agreements shall expressly
reserve to, each of the Home Institution, all other Home Institutions, and the Hub, on behalf of
itself and for all other non-pro?t research institutions, the right to use and to practice the licensed
Inventions for internal, non-commercial educational and research purposes.

3.6 Unless otherwise agreed by the Parties with respect to a particular License
Agreement, any License Agreement for exclusive rights under the Inventions shall include the
following terms: a license-issue fee; an earned royalty; payment of Patent Costs by the Licensee
(including reimbursement of past Patent Costs); minimum annual royalties; terms to ensure
diligent commercial development; indemni?cation by the Licensee of the Hub, the Home
Institution and, when required by the terms of any applicable sponsored research or similar
agreement to which a research sponsor and the Home Institution are parties, such research
sponsor, provided, that, such research Sponsor funded, in whole or in part, the research that led to
the Invention; a disclaimer of any warranties on the part of the Home Institution; a prohibition
against the use of the name of the Home Institution or any campus thereof; and when the Home
Institution is a constituent of The Regents of the University of California, a prohibition on

naming such Home Institution as a plaintiff in litigation absent the Home Institution?s prior

written consent provided, that, such Home Institution shall support the Hub?s efforts in seeking
joinder before the Board of Regents of the University of California. Any License Agreement
shall further stipulate that nothing in the License Agreement confers by estoppel, implication or
otherwise, any license or rights under any patents of the Home Institution other than Patent
Rights, regardless of whether such patents are dominant or subordinate to Patent Rights. For
clarity, once the Home Institution has approved the terms of a License Agreement, such approval
cannot be rescinded.

3.7 As provided for in Section 1.4, any License Agreement shall explicitly state that any
continuation-impart application included in the Patent Rights is licensed only to the extent that
claims in such continuation-impart application are supported in the speci?cation of the parent
patent application, unless otherwise mutually agreed upon in writing by the Parties to this

Agreement and the parties to the License Agreement.

4. FINANCIAL TERMS

4.1 Gross Revenue and Net Revenue for the Inventions shall be allocated in accordance
with Article 13 of the Master Collaboration Agreement. The Inventors? Shares and the Home
Institutions? respective shares of Net Revenue accrued during the most recent ?scal year shall be
paid to the Home Institutions within forty-?ve (45) days after the end of [each ?scal
year/calendar year].

4.2 Each Party is solely responsible for calculating and distributing its share of Net
Revenue internally in accordance with the Master Collaboration Agreement and otherwise in

accordance with its respective patent policy.

5. RECORDS AND REPORTS

5.1 The Hub shall keep complete, true and accurate records of all Patent Costs and of all
proceeds received by it from each Licensee and shall permit a certi?ed public accounting ?rm
designated by the Home Institution and reasonably acceptable to the Hub to examine the Hub?s
books and records with respect to the immediately preceding ?ve (5) calendar years during
normal business hours in order to verify the payments due or owing under this Agreement or the
Master Collaboration Agreement. The Home Institution shall give the Hub at least ?fteen (15)

business days? prior notice of any examination pursuant to this provision, and shall cause such

examination to be conducted in a manner that does not interfere with the Hub?s operations. The
certi?ed public accounting ?rm performing an examination hereunder shall be required to
execute a non-disclosure agreement at least as protective of the Hub?s con?dential information
as the provisions set forth in Article 1 1 of the Master Collaboration Agreement. The Home
Institution shall pay the cost of each examination and may carry out no more than one (1)
examination per year during the term of this Agreement or for such longer period as any License
Agreement is in effect.

5.2 Within ninety (90) days after the end of each calendar year during the term of this
Agreement, the Hub shall submit to the Home Institution an annual report setting forth the status
of all patent prosecution, commercial development and licensing activity relating to the
Inventions, including an accounting of receipts of Gross Revenue, Patent Costs expended, and

calculations of the Home Institution?s Net Revenue share.

6. PATENT INFRINGEMENT

6.1 In the event that the Home Institution or the Hub learns of any infringement or
suspected infringement of any patent administered under this Agreement, the knowledgeable
Party shall provide the other Party with written notice of such infringement and with any
evidence of such infringement available to it (the ?Infringement Notice?). The Hub, in
cooperation with the Home Institution, shall have the ?rst right, but not the obligation, to use
commercially reasonable efforts to eliminate the infringement without litigation. If the Hub does
not, within sixty (60) days of receipt of the Infringement Notice, notify the infringer of the
infringement, then the Home Institution, after providing the Hub with notice of its intent to do
so, may use commercially reasonable efforts to eliminate the infringement without litigation. If
the infringement has not ceased within sixty (60) days of the infringer being noti?ed of the
infringement by the Hub or the Home Institution, as applicable, the Parties shall confer regarding
possible courses of action.

6.2 Neither Party has an obligation under this Agreement to bring an infringement
action; provided, however, that as between the Hub and the Home Institution, the Hub shall have
the ?rst right to lead such an action in the U.S., or to bring such an action in a foreign

jurisdiction.

6.3 Any legal action brought by the Parties under this Article 6 shall be at the joint
expense of both Parties in shares to be mutually agrwd upon, and, unless otherwise agreed by the
Parties in any particular situation, all recoveries shall be shared by both Parties according to the
terms of Section 13.1 of the Master Collaboration Agreement as if such recoveries were Gross
Revenue, provided that, all out-of-pocket costs associated with such legal action shall ?rst be
reimbursed to each Party, and if the amount of such recovery is not suf?cient to fully reimburse
each Party then each Party shall be reimbursed in the same proportion as its respective out-of-
pocket costs bears to the total costs of such legal action, and (ii) the Administration Fee shall be
distributed to the Party that leads or brings, as applicable, the litigation.

6.4 The Parties acknowledge and agree that to the extent the terms of any License
Agreement permit a Licensee to bring or lead suit against an infringer, the terms of such License
Agreement shall be generally consistent with the terms of this Article 6 and shall provide for the
following share of any recoveries: Licensee shall be required to ?rst reimburse the out-of-pocket
costs of each Party to the litigation, and if the amount of such recovery is not su?icient to fully
reimburse each Party then each Party shall be reimbursed in the same proportion as its respective
out-of-pocket costs bears to the total costs of the Parties in connection with such litigation. In
addition, each License Agreement that permits a Licensee to bring or lead suit against an
in?inger shall require the Licensee to share with the Hub a portion of the recoveries after
reimbursement of expenses, with such portion being, at a minimum?of the
remaining recoveries. The Hub shall distribute any recoveries it receives from a Licensee
according to the terms of Section 13.1 of the Master Collaboration Agreement as if such
recoveries were Gross Revenue. Without limiting the foregoing, time periods set forth in
Sections 6.1 and 6.2 may be modi?ed or waived so that an exclusive Licensee may ?le suit if the
exclusive Licensee will likely suffer damage due to the time delay.

6.5 Each Party shall provide reasonable assistance with respect to any actions brought or
led by the other Party or a Licensee, including by joining and participating in an action if
required in order for the Party or Licensee bringing such action to institute or maintain such
proceeding, provided that any joinder of UCSF or Berkeley as a party to litigation is subject to
written consent from The Regents of the University of California. UCSF or Berkeley, as
applicable, shall Support the Hub?s efforts in seeking joinder before the Board of Regents of the
University of California. All litigation proceedings shall be controlled by the Party bringing or

leading suit, except that either Party may participate and be represented by counsel of its choice
at its expense in any suit brought or led by the other Party.

6.6 In the event that a third party commences an action challenging any of the Patent
Rights, the Hub shall have the ?rst right, but not the obligation, to defend such Patent Rights
against such challenge. If the Hub does not commence to defend such challenge on a timely
basis, then the Home Institution shall have the right to defend such challenge after providing
notice to the Hub of its intent to do so. Each Party shall bear its own costs and expenses

associated with any defense undertaken pursuant to this Section 6.6.

7. GOVERNING LAW

This Agreement is governed by and interpreted in accordance with the laws of the State
of California excluding any con?icts or choice of law rule or principle that might otherwise refer
construction or interpretation of this Agreement to the substantive law of another jurisdiction.
The scope and validity of any patent or patent application in Patent Rights are governed by the
Applicable Laws of the country of that patent or patent application.

8. NOTICES

All notices, requests, instructions, claims, demands, consents and other communications
required or permitted to be given under this Agreement shall be in writing and shall be deemed
to have been duly given on the date delivered by hand or by internationally recognized courier
service such as Federal Express or by other messenger (or, if delivery is refused, upon
presentment) or upon receipt by e-mail transmission (with con?rmation), to each of the Parties as

follows:

For the Hub: Chan Zuckerberg Biohub, Inc.
394 Paci?c Avenue, Floor 2
San Francisco, CA 94111

Attn: Dr. Stephen Quake
E-mail: quake@stanford.edu
Attn: Dr. Joe DeRisi

E-mail: joe@derisilab.ucsf.edu

For the Home Institution:
For notices:

 

 

 

For remittance of payments:

 

 

 

9. TERM AND TERMINATION

9.1 This Agreement is in full force and effect from the Effective Date and remains in
effect until the expiration of the last Valid Claim, unless otherwise terminated in accordance with
the terms of this Agreement.

9.2 1- have passed from the Effective Date and no License Agreement is in
effect or has been agreed upon as to all material financial terms, then either Party may terminate
this Agreement for any reason, provided that the terminating Party has ?rst provided at least
sixty (60) days? written notice to the other Party, but in any event, not less than sixty (60) days?
written notice prior to the date on which responses to any pending patent of?ce actions need to
be taken to preserve Patent Rights. At its sole election, either Party or the Parties may then elect
to continue prosecuting the Patent Rights or maintain any patents resulting therefrom, in which
case the Parties shall negotiate in good faith with respect to their participation in such
prosecution and maintenance activities and in covering the costs of patenting. After termination
of this Agreement, each Party shall have the right, a?er providing notice thereof to the other
Party, to separately license its respective interest in the Patent Rights as permitted by the patent
law of the applicable jurisdiction.

9.3 The Parties may agree in writing to terminate this Agreement after License
Agreements have been executed; provided, however, that all rights and obligations of the Parties
under this Agreement with respect to any such License Agreements then in effect shall continue

notwithstanding such termination (including the Home Institution?s obligations not to grant to

any person or entity any right, option, license, assignment, title or interest in, to or under any of

the Patent Rights for so long as such License Agreements remain in effect).

10. CONFIDENTIALITY
10.1 The confidentiality provisions set forth in Article 11 of the Master Collaboration

Agreement are hereby incorporated herein by reference as if fully set forth herein.

11. GENERAL

11.1 Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER
FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE
DAMAGES OR LOST PROFITS ARISING FROM OR RELATING TO THIS AGREEMENT,
REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, AND
REGARDLESS OF ANY LEGAL THEORY ASSERTED INCLUDING CONTRACT, FAULT,
NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY. The foregoing
limitation of liability shall not apply to damages arising out of either Party?s breach of its
con?dentiality obligations hereunder.

1.2 Use of Names and Trademarks. This Agreement does not confer any right to use
any name, trade name, trademark or other designation of either Party to this Agreement in
advertising, publicity or other promotional activities. Any uses by a Party of the other Party?s
name or logo other than those expressly permitted herein shall be subject to the consent of such
other Party, which consent shall not be unreasonably withheld, conditioned or delayed.

11.3 Dispute Resolution. The dispute resolution provisions of Section 14.2 of the
Master Collaboration Agreement shall apply to this Agreement, mutatis mutandis.

11.4 Injunctive Relief. Each Party agrees and acknowledges that its breach of the
con?dentiality or intellectual property provisions of this Agreement could cause the other Party
irreparable injury for which money damages or other remedies at law would not be a su?icient or
adequate remedy. Each Party further agrees and acknowledges that each con?dentiality or
intellectual property provision of this Agreement is necessary for the protection of a legitimate
interest of the affected Party, the nature and scope of each such provision is reasonable, and
any violation or breach of any such provision may result in immediate and irreparable harm

to the affected Party. Therefore, notwithstanding anything in this Agreement to the contrary,

each Party agrees and acknowledges that each other Party shall be entitled, to the fullest extent
permitted by law, to seek an injunction, speci?c performance and other equitable relief to
prevent any such breach and to enforce speci?cally any such provision, in addition to any other
remedy to which such other Party is entitled at law, in equity, by contract or otherwise, all of
which shall be cumulative (and not alternative). No Party shall oppose the granting of any such
injunction, speci?c performance or other equitable relief on the basis that there is a suf?cient or
adequate remedy at law or that any award of speci?c performance is not an appropriate remedy
for any reason at law, in equity or otherwise. In seeking an injunction or injunctions to prevent
breaches of this Agreement or to enforce Speci?cally the terms and provisions of this Agreement,
no Party shall be required to provide any bond or other security.

11.5 Severability. The provisions of this Agreement are severable, and the
unenforceability of any provision of this Agreement shall not affect the enforceability of the
remainder of this Agreement. The Parties acknowledge that it is their intention that if any
provision of this Agreement is determined by a court to be unenforceable as drafted, that
provision should be construed in a manner designed to effectuate the purpose of that provision to
the greatest extent possible under Applicable Law.

1 1.6 Cumulative Rights and Remedies; Waiver. The rights and remedies provided in this
Agreement and all other rights and remedies available to any Party at law or in equity are, to the
extent permitted by law, cumulative and not exclusive of any other right or remedy now or
hereafter available at law or in equity. Neither asserting a right nor employing a remedy shall
preclude the concurrent assertion of any other right or employment of any other remedy, nor
shall the failure to assert any right or remedy constitute a waiver of that right or remedy. No
waiver by any Party of any breach or default of any provision set forth herein shall be deemed a
waiver as to any subsequent or similar breach or default.

11.7 Assignment; Binding Effect. Neither Party may assign its rights or obligations
under this Agreement without the prior written consent of the other Party; provided, however,
that the Hub may assign its rights or obligations without the consent of the Home Institution to
any organization tax?exempt under section 501(a) of the Code and described in section 501(c)(3)
of the Code under common control with the Hub (with ?control? de?ned as the power to
appoint a majority of the nonpro?t organization?s directors or trustees), or (ii) if a majority of

such nonpro?t organization?s directors or trustees are directors, of?cers, employees or agents of

the Hub.. This Agreement shall be binding upon and inure to the bene?t of the Parties and their
respective successors and permitted assigns.

11.8 Headings. All headings in this Agreement are included solely for convenient
reference, are not intended to be full and accurate descriptions of the contents of this Agreement,
shall not be deemed a part of this Agreement and shall not affect the meaning or interpretation of
this Agreement.

11.9 Construction. This Agreement shall be deemed to have been drafted jointly by the
Parties and without regard to any presumption or rule requiring construction or interpretation
against the Party drafting an instrument or causing any instrument to be drafted. Every term and
provision of this Agreement shall be construed simply according to its fair meaning and not
strictly for or against a Party.

11.10 Relationship of the Parties. The Parties hereto are independent contractors, and
nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency
relationship between the Parties. Neither Party nor any of its employees or agents is an
employee, agent or legal representative of the other Party, or (ii) shall have any authority to
represent the other Party or to enter into any contracts or assume any liabilities on behalf of the
other Party.

11.11 Further Assurances. Each Party shall execute and cause to be delivered to the
other Party such instruments and other documents, and shall take such other actions, as the other
Party may reasonably request for the purpose of carrying out or evidencing any of the
transactions contemplated by this Agreement or otherwise permitting the other Party to exercise
any of its rights pursuant to this Agreement.

1 1.12 Amendments. This Agreement may be modi?ed or amended only by a written
instrument duly executed by each of the Parties.

11.13 No Implied License. This Agreement does not confer by implication, estoppel, or
otherwise any license or rights under any patents of either Party other than the Patent Rights,
regardless of whether such patents are dominant or subordinate to Patent Rights.

11.14 Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the Parties as of the Effective Date concerning the subject matter hereof,
and supersedes all prior covenants, agreements, undertakings, obligations, promises,

arrangements, communications, representations and warranties, whether oral or written, by either

Party hereto concerning such subject matter. For clarity, this Agreement does not supersede the
Master Collaboration Agreement or any provision thereof.

11.15 Execution. This Agreement may be executed in one or more counterparts, all of
which together shall constitute one and the same Agreement. This Agreement may be executed
by facsimile or by a PDF image delivered via email copy of this Agreement, including the
signature pages, which facsimile or PDF image shall be deemed an original.

11.16 Interpretation. Unless the context clearly indicates otherwise: each de?nition
herein shall include the singular and the plural, each reference herein to any gender shall
include the masculine, feminine and neuter where appropriate, the words ?include? and
?including? and variations thereof shall not be deemed terms of limitation, but rather shall be
deemed to be followed by the words ?without limitation,? the word ?or? is not exclusive, 
the words ?hereof,? ?herein,? ?hereto,? ?hereby,? ?hereunder? and derivative or similar words
shall refer to this Agreement as an entirety and not solely to any particular provision of this
Agreement, (0 all references to or ?Dollars? shall mean United States Dollars, and 
references herein to Articles or Sections mean the Articles or Sections of this Agreement, (ii)
to a statute mean such statute as amended, restated, supplemented or modi?ed from time to time
and includes any successor legislation thereto and any regulations promulgated thereunder; and

to days mean calendar days unless otherwise expressly stated.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
Effective Date.

CHAN ZUCKERBERG BIOHUB, INC.

By:

 

Name:
Title:


By:

Name:

Title: