1

Abzena (San Diego) Inc, a California corporation located at 8810 Rehco Road, Suite E, San Diego, CA 92121 (“Abzena”) and

2

Immunome Inc., a Delaware corporation located at 665 Stockton Drive, Suite 300, Exton, PA 19346 (“Company”).

1.1

“Abzena Background Technology” shall mean the vectors and other biological and chemical materials, standard operating procedures, protocols and other methods, Abzena Intellectual Property (including the Abzena Core Technology), information and other technology controlled by Abzena or its Affiliates that are used by Abzena to perform the Manufacture and/or Services to the extent existing prior to the date hereof or hereafter developed except to the extent relating to any of the Company Material, Company Foreground Technology, Company Technology or Deliverables.

1.2

“Abzena Core Technology” shall mean all: (a) the inventions claimed and technology described in patents and patent applications listed in Exhibit C (as may be amended from time to time by Abzena), including all foreign equivalents and including any divisional or continuation patent applications or patents, re- examinations, reissues and any supplementary protection certificates issued, and all patents and patent applications claiming priority to any of the foregoing; (b) as of the Effective Date, any inventions claimed and technology described in further patent applications filed by or on behalf of Abzena or any of its Affiliates as they relate to patents and patent applications listed in Exhibit C (as may be amended from time to time by Abzena), including all foreign equivalents and including any divisional or continuation patent applications or patents, re-examinations, reissues and any supplementary protection certificates issued, and all patents and patent applications claiming priority to any of the foregoing; and (c) any know-how (including materials, methods for manufacture, characterization and use and other data) and technology related to the patents and patent applications listed in Exhibit C (as may be amended from time to time by Abzena), or the other

1.3

“Affiliate” shall mean any corporation or other entity or enterprise that controls, is controlled by, or is under common control with a Party. A corporation or other entity or enterprise shall be regarded as in control of another corporation, entity or enterprise if it owns or directly or indirectly controls 50% or more of the voting securities or other ownership interest of the other corporation, entity or enterprise or if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the corporation or other entity or enterprise.

1.4

“Applicable Laws” shall mean the applicable laws, rules and regulations, including any rules, regulations, guidelines or other requirements of the applicable supra-national, federal, national, regional, state, provincial or local regulatory agencies, departments, bureaus, commissions, councils which are applicable to a Party’s activities hereunder including, without limitation, the applicable regulations and guidelines of any Governmental Authority and all applicable cGMP together with amendments thereto.

1.5

“Base Technology” shall mean any and all Intellectual Property, biological and chemical materials, information and other technology developed in the performance of the Services that are modifications or improvements of, or related to, any and all of the Abzena Background Technology, except to the extent relating to any of the Company Material, Company Foreground Technology, Company Technology or Deliverables.

1.6

“Batch” shall mean Bulk Drug Substance Manufactured from one run of a single reactor vessel.

1.7

“Bulk Drug Substance” shall mean the material identified as such in the applicable Statement of Work.

1.8

“Calendar Year” means each twelve (12) month period commencing on January 1 and ending on December 31.

1.9

“Certificate of Analysis” shall mean, with respect to a Batch, the document prepared by Abzena listing tests performed by Abzena or Service Providers, the Specifications and test results.

1.10

“Certificate of Compliance” shall mean the document issued by Abzena with respect to a Batch certifying its conformance with the Specifications and that it was produced in accordance with the applicable standard operating procedures, master batch record and cGMPs, if applicable, subject to the deviations and appropriate reconciliations set forth therein.

1.11

“cGMPs” shall mean all applicable laws and regulations governing cell banks and the manufacture of medicinal Bulk Drug Substance including without limitations, current good manufacturing practices set forth in (i) FDA guidance for Phase I-III Investigational Drugs, and; (ii) ICHQ7A “ICH Good Manufacturing Practice Guide for Active Pharmaceutical Ingredients”.

1.12

“Company Foreground Technology” shall mean: (a) all Intellectual Property, reports, antibodies, technology, formulations, compositions and biological and chemical materials developed or made by Abzena in performing the Services relating to any of the company Material, Company Foreground Technology, Company Technology or Deliverables and (b) the Deliverables.

1.13

“Company Information” shall mean all technical data, cell lines, sequences, scientific data, test methods, development, Company Intellectual Property and other Confidential Information of Company supplied by Company to Abzena.

1.14

“Company Intellectual Property” shall mean Intellectual Property of Company.

1.15

“Company Material” shall mean Company biological and chemical materials, including cell lines.

1.16

“Company Technology” shall mean Company Material, Company Intellectual Property, information (including Company Information) and other technology controlled from time to time by Company which is necessary or useful for Abzena to use to provide the Services.

1.17

“Clinical Material” shall mean a composition of matter in Bulk Drug Substance form and which is an active ingredient and intended for use in Clinical Trials.

1.18

“Clinical Trial” shall mean a human clinical trial in any country that is intended to evaluate the safety and effectiveness of a Clinical Material in subjects or that would otherwise satisfy requirements of 21 C.F.R. Part 312, the applicable EU regulations governing clinical trials, or any other foreign equivalents.

1.19

“Confidential Information” shall mean any and all confidential information of any kind disclosed by one Party to the other in connection with this Agreement, directly or indirectly, whether disclosed orally, visually, in writing or in any tangible or electronic form or media, and including research and development, technology, trade secrets, know-how, proprietary information (whether or not reduced to writing), inventions and discoveries (whether or not patentable), materials, patent applications, prototypes, designs, techniques, methods, ideas, concepts, data, engineering and manufacturing information, procedures, specifications, diagrams, drawings, schematics, and any and all other technical, commercial, scientific and other data, processes, documents or other information or physical object. Notwithstanding the foregoing, Confidential Information of a Party shall not include information which, and only to the extent, the receiving Party can establish (i) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of its disclosure by the other Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure by the receiving Party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or (v) was subsequently developed by the receiving Party without the use of the Confidential Information of the other Party as demonstrated by competent evidence.

1.20

“Deliver” or “Delivery” shall mean with respect to Bulk Drug Substance or any other tangible item or Materials, when such Bulk Drug Substance or other item is: (a) shipped to Company pursuant to Section 4.3, (b) at Company’s written instruction, released for further processing or use by Abzena quality assurance or storage or such other tangible item is made available for delivery by Abzena to Company, or (c) with respect to work product that is not subject to release requirements, when Services related to such work product have been performed in accordance with an applicable Statement of Work.

1.21

“Deliverables” shall mean the deliverables as described within the applicable Statement of Work.

1.22

“Exploit” or “Exploitation” shall mean to make, have made, import, use, sell, offer for sale, or otherwise dispose of, including all discovery, research, development, registration, modification, enhancement, improvement, manufacture, storage, formulation, exportation, transportation, distribution, promotion and marketing activities related thereto.

1.23

“FDA” shall mean the United States Food and Drug Administration, or the successor thereto.

1.24

“Governmental Authority” shall mean any country, including any political subdivision thereof, court, instrumentality, or agency thereof, and any other federal, state, or public authority, domestic or foreign, exercising governmental powers and having jurisdiction over any activity of a Party under this Agreement.

1.25

“Intellectual Property” shall mean any and all rights in and to existing and/or future patents, patents, trademarks, trade names, service marks, domain names, copyrights, moral rights, design rights, topography rights, database rights (including rights to prevent the extraction or reutilization of information from a database), publication rights, know-how, trade secrets and confidential information and all other forms of protection and/or intellectual property right having equivalent or similar effect to any of the foregoing, without limitation, whether or not any of them are registered and including applications for registration for any of them, and all associated ideas, formulas, inventions, discoveries, data, databases, documentation, reports, materials, writings, designs, computer software, processes, principles, methods, techniques and/or other information, without limitation, including the right to license, further assign and alter all of the foregoing.

1.26

“Manufacture” or “Manufacturing” shall mean, as pertinent, the acts comprising manufacturing of Bulk Drug Substance pursuant to this Agreement, regardless of intended use.

1.27

“Manufacturing Facility” shall mean Abzena’s Lusk Manufacturing Facility located at 6325 Lusk Boulevard, San Diego, California. Notwithstanding the foregoing, Company understands and agrees that some portion of the Services may be performed at Abzena’s facility located at Babraham Research Campus, Babraham, Cambridge, UK, to the extent explicitly provided in a particular Statement or Work.

1.28

“Master Cell Bank” shall mean a fully characterized master cell bank that will serve as the source of the cell substrate for the production of the antibody.

1.29

“Materials” shall mean all raw materials, packaging and shipping materials including, but not limited to, supplies, consumables, media, purification resins and the like for, including without limitation any and all Services.

1.30

“Party” shall mean Abzena and its Affiliates or Company and its Affiliates and, when used in the plural, shall mean all of them.

1.31

“Price” shall mean the compensation to Abzena determined pursuant to Section 5 with respect to the Services.

1.32

“Quality Agreement” shall mean that agreement entered into between Abzena and Company no later than commencement of Manufacturing of Clinical Material, which shall be attached hereto as Exhibit A and shall describe, among other things, the Parties’ quality control, quality assurance and regulatory responsibilities relating to the manufacture, process controls and release, storage and shipping of Clinical Material, as pertinent, by Abzena to Company for formulation, filling, labeling and packaging, and, as appropriate the Master and Research Cell Banks.

1.33

“Regulatory Approval” shall mean any approvals (including pricing and reimbursement approvals), licenses, registrations or authorizations of any federal, state or local regulatory agency, department, bureau or other governmental entity, necessary for the Manufacture of the Bulk Drug Substance in a regulatory jurisdiction.

1.34

“Research Cell Bank” shall mean a cryopreserved bank of selected monoclonal cell line, not fully characterized but suitable for use as a seed stock for the development of a fully characterized Master Cell

1.35

“Service Provider” shall mean a Third Party, who, on behalf of a Party or its Affiliates, undertakes to provide services to a Party or its Affiliates in performance of such Party’s (or its Affiliate’s) obligations under this Agreement.

1.36

“Services” shall mean any services performed by Abzena on behalf of Company.

1.37

“Specifications” shall mean the specifications, tests, procedures and acceptance criteria of the Bulk Drug Substance as shall be (a) specified in a Statement of Work and/or (b) determined and agreed to by the Parties following the results of process development activities, as may be then further amended from time to time in accordance with this Agreement.

1.38

“Statement(s) of Work” or “SoW” shall mean the written documents attached or to be attached to this Agreement describing the details of the Services to be performed by Abzena pursuant to this Agreement, the anticipated timeline for such Services and the Price therefor, as executed from time to time by Abzena and Company and incorporated into this Agreement by reference. A template Statement of Work is attached at Exhibit B.

1.39

“Term” shall mean that period commencing with the Effective Date and ending, as provided in Section 11.1.

1.40

“Third Party” shall mean any person or entity other than Company, Abzena, or an Affiliate of either of them.

2.1

General Goals and Responsibilities.

2.2

Supply of Information and Materials; Cooperation.

2.3

Material Observation.

3.1

Project Managers.

3.2

Intellectual Property.

3.3

Scale Up Process Risk Mitigation. The Parties agree that the results of each development batch will be reviewed against the Specifications to determine whether Manufacturing of the cGMP Batch of Bulk Drug Substance for Delivery at Specifications is achievable. If either Party does not believe that such Manufacture is possible, then the Parties will use their good faith efforts to agree on a path forward to improve the process in order to proceed with manufacturing according to the Specifications; provided, that in no event does this require the Company to enter into any new, or amend, any Statement of Work.

4.1

Shipment. All shipments of Deliverables including Bulk Drug Substance, or other Materials from Abzena will be subject to handling fees specified in the Statement of Work, shipped to a destination specified in writing on the Statement of Work or otherwise by Company in accordance with the applicable Statement of Work per the validated shipping method and the shipping and packaging instructions, if any, provided by Company at least twenty (20) days prior to the shipping date if not contained in the Specifications. For Bulk Drug Substance Abzena shall also deliver to Company the Certificate of Analysis, the Certificate of Compliance and such other documentation as is specified in the Quality Agreement or otherwise reasonably required to meet all applicable regulatory requirements (including cGMP) not later than the date of delivery of the Bulk Drug Substance. Delivery by Abzena shall be made Ex Works at the Manufacturing Facility (Incoterms 2010), and clearance for export is the responsibility of Company. The Parties shall use commercially reasonable efforts to co-operate in accordance with Applicable Laws to minimize where permissible any import duties to be paid on imported Deliverables.

4.2

Risk of Loss. Risk of loss or damage to Deliverables to be transferred hereunder shall be borne by Company upon Delivery as specified in Section 4.1.

4.3

Release of Deliverables; Acceptance; Rejection; Inspection.

4.4

Storage and Failure to Take Delivery. In the event that Deliverables, Materials or other items are shipped to Company or its designee pursuant to the Statement of Work, and if Company refuses to receive such Deliverables, Materials or other items Delivered in accordance with this Agreement, Company shall be billed at that time for all such Deliverables or other items, and on the first day of each month thereafter shall be billed automatically for reasonable administration and storage costs charged to similarly situated customers, if such storage is available. For Deliverables, Materials or other items held by Abzena at the request of Company past their scheduled delivery date under the Statement of Work or refused by Company other than pursuant to the provisions of Section 4.3, Company agrees that: (a) risk of ownership and loss for such Deliverables, Materials or other items has passed to Company; (b) such Deliverables, Materials or other items shall be stored by Abzena on a bill and hold basis for legitimate business purposes only; and

5.1

Price for Services. The Prices to be paid by Company to Abzena for Services shall be as set forth on the applicable Statement of Work.

5.2

Discontinuation. In the event Company withdrawals or discontinues development or commercialization of a product containing Bulk Drug Substance due to clinical failure, safety or regulatory reasons, or lack of commercial viability, Company shall pay for all Services (including any incomplete Manufacturing that has been commenced for Bulk Drug Substance) performed through the date that Company provides notice to Abzena of the discontinuation or withdrawal.

5.3

Materials Ordering and Upfront Payments; Costs. Abzena shall order and keep at all times sufficient Materials in stock to meet its obligations hereunder. Abzena will handle ordering and inventory management consistent with similar products of other customers and shall be entitled to order Materials sufficiently in advance, based upon anticipated lead times, to ensure back-up materials are available to minimize supply risk, to manage shortages thereof in the market, and to keep on hand Materials sufficient to conduct timely Manufacturing. Abzena will use commercially reasonable efforts to make economically responsible purchasing decisions for all Materials used for the development and manufacture of Deliverables. Company agrees that Abzena shall invoice Company an amount equal to 50% of the cost of Materials ordered by Abzena in accordance with this Section 5.3 at the time that Abzena places each order.

5.4

Retesting. All retesting performed at the Company’s request that is not due to Abzena error or breach and all required investigational studies or additional Company requests not outlined in the Statement of Work or a Change Order will be invoiced for the cost of performance at the then current standard rate.

5.5

Capacity Reservation. If the Parties agree on reservation of cGMP or non-cGMP Manufacturing capacity, then Abzena shall reserve such capacity for a commencement date of manufacturing within a window of up to 30 days of the date by which Abzena anticipates that process development activities will be completed. In consideration for Abzena reserving such Manufacturing capacity within its Manufacturing Facility, Company shall pay to Abzena [***] as a down payment (a “Capacity Reservation Down Payment”) within thirty days of making such reservation. The balance of the Abzena Batch Manufacturing price is to be paid in two (2) equal installments, the first due at the initiation of the Manufacturing, and the final payment upon release of the Batch.

5.6

Invoicing and Payment. Abzena shall invoice Company in the amounts and at the times as set forth in an applicable Statement of Work. All invoices are strictly net 30, and Company shall remit all payments not more than thirty (30) days following the date of invoice, subject to Company’s right to dispute any invoice (or applicable portion thereof) in good faith. All payments by Company to Abzena hereunder shall be in U.S. dollars, which is the contracted currency. All payments owed under this Agreement shall be made by wire transfer to a bank and account designated in writing by Abzena, unless otherwise specified in a subsequent writing by Abzena. Abzena shall submit all invoices to Company’s Accounts Payable Department at the following address:

5.7

Advance Payment; Suspension of Services. Notwithstanding any other provision of this Agreement, if at any time the Company’s credit is substantially impaired (as evidenced by a material downgrade in its credit rating by any nationally recognized credit rating agency that continues unremedied for a period of thirty (30) days), Abzena may require payment in advance before performing any further Services or making any further shipment of Bulk Drug Substance. Moreover, if Company fails to make any undisputed payment within thirty (30) days of when due, Abzena shall have the right, at its sole option and upon thirty (30) days’ prior written notice, to suspend any further performance hereunder until such default is corrected, without thereby releasing Company from its obligations under this Agreement.

5.8

Taxes

5.9

Late Payment. In the event Company fails to make timely payment, then commencing fifteen (15) days following the due date interest shall accrue on any amount overdue at the rate equal to the lesser of (i) one percent (1%) per month, or (ii) the maximum rate permitted by Applicable Law, in each case calculated on the number of days such payment is delinquent. This Section 5.9 shall in no way limit any other remedies available to Abzena.

5.10

Cancellations and Postponements. Unless otherwise specified in the applicable Statement of Work, if Company terminates or postpones any portion of the Services other than due to Abzena fault or Force Majeure, then Company shall pay Abzena a cancellation fee as follows: (i) for any portion of the Services comprising Batch Manufacture, Company shall pay a fee in accordance with the following schedule: [***] and (ii) for any other portion of terminated Services, Company shall pay any applicable amounts with respect to such Services specified in Section 11.3(b). Any such cancellation fee will be reduced by the amount of any Capacity Reservation Down Payment paid.

6.1

Day-to-Day Quality Matters. Bulk Drug Substance shall be Manufactured in accordance with all Applicable Laws, the Specifications and the Quality Agreement.

6.2

Release Responsibility. Company shall have control over, and shall be responsible for, final release of all Bulk Drug Substance. Abzena shall conduct only Abzena’s manufacturer’s release.

6.3

Quality Agreement. Abzena shall comply with the Quality Agreement. The existence of the Quality Agreement shall in no way be deemed to constitute or include any additional representation or warranty of Abzena beyond those expressly set forth herein. In the event of a conflict between any term of this Agreement and the corresponding term of the Quality Agreement, the conflicting term of this Agreement shall control except to the extent that any such issues directly relate to quality or regulatory compliance matters, in which case the Quality Agreement controls, or as otherwise specifically set forth to the contrary

7.1

Compliance. Abzena shall comply with all requirements with respect to Bulk Drug Substance imposed by Applicable Law from time to time that are applicable to Abzena as the provider of the Services. Company shall comply with all requirements with respect to Bulk Drug Substance that are imposed by Applicable Law from time to time that are applicable to Company as the holder of the Investigational New Drug application or any similar global applications.

7.2

Regulatory Filings. Abzena shall be responsible for filing and maintaining at its cost and expense its Establishment License Application relating to the Manufacturing Facility as may be necessary for Company to obtain approval for clinical trials in the appropriate jurisdictions.

7.3

Record keeping. Abzena shall maintain complete, true and accurate books, records, validation, test and laboratory data, reports and all other information relating to Services performed under this Agreement, including all information required to be maintained by Applicable Laws. Such information shall be maintained in forms, original notebooks and records for a period of three (3) years from the relevant Bulk Drug Substance Delivery or longer if required under Applicable Laws. Upon request, Abzena will deliver to Company all such information in the possession or control of Abzena relating to the Manufacture of each Batch.

7.4

Technology Transfer Abzena shall provide up to fifty (50) hours of time to assist in the technology transfer for the then current manufacturing process solely for the manufacture of the Bulk Drug Substance and for a period of up to six months following completion of the related Statement of Work. If more than fifty (50) hours is required, then an hourly FTE rate will be agreed and all additional costs relating to such technology transfer activity shall be reimbursed to Abzena.

7.5

Inspection/Audit. Upon Company providing Abzena with reasonable advance notice in writing, which shall be no less than [***] days, Abzena shall permit Company representatives to visit and inspect during normal business hours any premises of Abzena where the Services are being carried out and/or inspect and audit the books and records of Abzena with respect to the Services for the purposes of assessing the progress and quality of the Services and evaluating compliance with this Agreement no more frequently than once every Calendar Year, except in the case of a “for cause” inspection, which shall not be so limited. Abzena shall use its reasonable efforts to co-operate with Company in connection with any such visit and/or inspection and use its reasonable efforts to allow Company’s representatives access during normal business hours to all areas of the premises where the Services are being carried out and to all materials, equipment, records, procedures, materials and facilities relating to any aspect the Services, subject to any safety or other internal policy of Abzena relating to such inspection or access. On reasonable advanced written notice, Abzena shall use its reasonable efforts to make all Personnel involved in performing the Services available to Company’s representatives to discuss the Services.

8.1

Abzena. Abzena hereby represents and warrants to Company as follows:

8.2

Company. Company hereby represents and warrants to Abzena as follows:

8.3

Implied Warranties. EXCEPT AS OTHERWISE EXPLICITLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES, AND THE OTHER PARTY HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON, ANY REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, OR CONDITION OF ANY ITEM DELIVERED OR (ONLY IN THE CASE OF ABZENA) SERVICE PERFORMED UNDER THIS AGREEMENT, WHETHER ALONE OR IN COMBINATION WITH ANY OTHER ITEM OR SERVICE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR OTHERWISE, AND EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES (OTHER THAN THE IMPLIED WARRANTIES OF GOOD FAITH AND FAIR DEALING) OR STATUTORY WARRANTIES.

8.4

[***]

9.1

Confidentiality. During the Term of this Agreement and for a period of five (5) years following the expiration or earlier termination hereof, each Party (the “Receiving Party”) shall, and shall cause its officers, directors, employees, agents, Affiliates and sublicensees to, keep confidential and not publish or otherwise disclose and not use, directly or indirectly, for any purpose, any Confidential Information of the other Party (the “Disclosing Party”) except to the extent such disclosure or use is expressly permitted by the terms of this Agreement, and shall restrict the disclosure of the Confidential Information of the Disclosing Party within its own organization to the Receiving Party’s and its Affiliates’ directors, officers, employees, consultants, distributors and permitted sub licensees, Service Providers, in each case solely to the extent such disclosure is necessary in connection with such Party’s activities as expressly authorized by this Agreement or is reasonably necessary for such Party’s performance of, or exercise of its rights under, this Agreement. To the extent that disclosure to any Person is authorized by this Agreement, prior to disclosure, the Receiving Party shall ensure that such Person is bound by confidentiality and non-use restrictions no less onerous than those set forth in this Section 9, and without limitation of the foregoing, in the event of any noncompliance by any such Person with this Section 9, the Receiving Party shall be liable and responsible to the same extent as if such noncompliance were on the part of the Receiving Party itself.

9.2

Permitted Disclosures. Each Party may disclose Confidential Information of the other Party to the extent that such disclosure is:

9.3

Terms of Agreement. Neither Party shall disclose the existence or any terms or conditions of this Agreement to any Third Party without the prior consent of the other Party; provided, however, that a Party may disclose the terms or conditions of this Agreement (but not any other Confidential Information) as follows: (a) on a need-to-know basis to its legal and financial advisors to the extent such disclosure is reasonably necessary for a valid business purpose; (b) to a Third Party in connection with one of the following transactions solely for the purpose of evaluating or carrying out such transaction and solely to the extent that such Third Party is an actual or bona fide potential transaction party: (i) an investment or potential investment by or in such Party, (ii) a potential merger, consolidation or similar transaction by such

9.4

Use of Name/Publicity. Neither Party shall mention or otherwise use the name, insignia, symbol, trademark, trade name or logotype of the other Party or its Affiliates in any manner without the prior written consent of the other Party in each instance (which shall not be unreasonably withheld or delayed). The restrictions imposed by this Section 9.4 shall not prohibit any Party from making any disclosure identifying the other Party that is required by Applicable Law or the requirements of a competent Governmental Authority, provided that (a) any other information that is legally required to be disclosed shall be governed by Section 9.2 and Section 9.3, as applicable, and (b) the disclosing Party shall use reasonable efforts to notify the other Party prior to making such disclosure.

9.5

Proprietary Rights. All matters pertaining to the ownership of Intellectual Property created by the Parties in the performance of this Agreement and the grant of licenses thereto and to background Intellectual Property are as set out in this Agreement and neither Party will acquire any right, title or interest into the other Party’s background or arising Intellectual Property.

9.6

Security Program. Abzena shall implement a security program that includes administrative, technical and physical safeguards designed to (a) provide for the protection of Confidential Information; (b) protect against unauthorized access to and use of Confidential Information; (c) protect against reasonably anticipated threats or hazards to security of Confidential Information; and (d) provide for the appropriate disposal of Confidential Information (collectively, “Security Measures”). Abzena shall provide direction to the Company for the secure transfer of all Confidential Information, utilizing encryption both in transit and at rest. Abzena shall ensure that multifactor authentication is enabled for any Abzena systems, folders, share files or other repositories where Confidential Information shall be stored. In addition, Abzena shall adhere in all material respects to the data privacy and security policy of the Company attached hereto as Exhibit D.

10.1

Company. Company shall indemnify and hold harmless Abzena and its Affiliates, and each of their directors, officers, employees and agents (the “Abzena Indemnitees”), from and against all losses, liabilities, damages and expenses, including reasonable attorneys’ fees and costs (collectively, “Liabilities”) resulting from any claims, demands, actions or other proceedings (including for personal injury, death, disability or

10.2

Abzena. Abzena shall indemnify and hold harmless Company and its Affiliates, and each of their directors, officers, employees and agents (the “Company Indemnitees”), from and against all Liabilities resulting from any Third Party Claims to the extent resulting from (a) the violation of any Applicable Laws by Abzena or its Affiliates; (b) the negligence or willful misconduct of Abzena or its Affiliates; (c) the material breach of this Agreement by Abzena or its Affiliates or (d) Third Party Claims that the Intellectual Property used by Abzena in the Services infringes, induces infringement of, or constitutes a misappropriation of any intellectual or industrial property rights of a Third Party and related Liabilities; in each case except to the extent that indemnification would be required to be provided by Company under Section 10.1.

10.3

Procedure.

10.4

Responsibility and Control. Company and Abzena shall each be solely responsible for the safety of its own employees, agents, Affiliates, or independent contractors with respect to its performance under this Agreement.

10.5

Insurance. Each party, at its own expense, shall procure and maintain during the Term of this Agreement (unless sooner terminated as provided herein), insurance policy(ies), including commercial general liability insurance coverage and product liability insurance (including, as to Abzena, errors and omissions), which are consistent with normal business practices of prudent companies similarly situated, but in no event less than coverage with limits of not less than [***] per occurrence and [***] per annual aggregate (as to Abzena and [***] per occurrence and [***] per annual aggregate as to the Company; provided, that the Company is not required to obtain product liability insurance until it commences clinical trials (i.e., dosing of first patient). Such policy/policies shall provide protection against claims, demands and causes of action arising out of any breaches of such party’s obligations hereunder or any indemnification obligations of such party hereunder. Company and Abzena may not elect to self-insure against such losses.

11.1

Term. Unless terminated earlier as provided under Section 11.2, the term of this Agreement shall commence upon the Effective Date and shall expire on the second anniversary thereof, provided however that if at the time there are any outstanding Statements of Work, no such termination shall be effective with respect to such Statements of Work until the performance of all Services under such outstanding Statement of Work is completed.

11.2

Termination. As provided below, prior to the expiration of the Term, the Parties shall have the right to terminate this Agreement or any Statement of Work by written notice, as follows:

11.3

Consequences of Termination. In the event of a termination or expiration of this Agreement or any Statement of Work, the following provisions of this Section 11.3 shall apply:

11.4

Continuing Obligations. Termination of this Agreement shall not affect the continuance of any Sections which are stated, or by their nature are intended to continue after termination, including without limitation, Sections 1, 2.1(b), 2.2(c), 3.2, 4.3, 5.6, 5.8, 5.9, 5.10, 6.2, 6.3, 7.3, 7.4, 7.5, 8, 9, 10, 11.3, 11.4, 11.5, 12 and 14 nor shall it affect any existing obligation(s) already incurred or rights already accrued by a Party.

11.5

Returned Materials. Unless expressly permitted under this Agreement, Company and Abzena each will return to the other no later than the effective termination of this Agreement or any applicable Statement of Work all information (including without limitation Confidential Information) and other materials in its possession or control that belongs to the other Party, except that each Party may retain a copy of such information of such other Party for record keeping purposes, and Abzena may retain samples of Bulk Drug Substance as necessary to meet its legal and regulatory requirements.

12.1

Notices. All notices shall be in writing, and shall be delivered by hand with receipt acknowledged, sent by facsimile transmission (with transmission confirmed) or by internationally recognized overnight delivery service that maintains records of delivery, at the appropriate address as set forth below or to such other addresses as may be designated in writing by the Parties from time to time during the term of this Agreement. Notices shall be effective upon receipt or at a later date stated in the notice. Any notices required or permitted under this Agreement shall be directed as follows:

13.1

In this Agreement, “Force Majeure” shall mean an event which is beyond a non-performing Party’s reasonable control, including acts of God, acts of the other Party, strikes, lock-outs or other industrial/labor disputes (whether involving the workforce of the Party so prevented or of any other Person, but in any event,

13.2

The Force Majeure Party shall as soon as practicable, and in any event within twenty (20) days of the occurrence of a Force Majeure event, provide notice in writing to the other Party specifying the nature and extent of the event of Force Majeure, its anticipated duration. Subject to providing such notice, the Force Majeure Party shall not be liable for delay in performance or for non-performance of its obligations under this Agreement, in whole or in part, nor shall the other Party have the right to terminate this Agreement, except as otherwise provided in this Agreement, where non-performance or delay in performance has resulted from an event of Force Majeure; provided, however, the Force Majeure Party shall use commercially reasonable efforts to reinstate its ongoing obligations to the other party as soon as practicable. The suspension of performance allowed hereunder shall be of no greater scope and no longer duration than is reasonably required.

14.1

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

14.2

Waiver. No provision of the Agreement shall be waived by any act, omission or knowledge of a Party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving Party. The waiver by either Party to this Agreement of a breach of any provision set forth herein or of any right contained herein shall not operate as or be construed as a continuing waiver or a waiver of any subsequent breach or right granted herein.

14.3

Assignment. Neither this Agreement nor any right or obligation hereunder may be (voluntarily or involuntarily) transferred, assigned, subcontracted or delegated, in whole or part, whether by operation of law or otherwise, by either Party without the prior express written consent of the other Party; provided, however, that each Party may, without the written consent of the other Party, assign this Agreement to any successor in interest to all or substantially all of its business to which this Agreement relates in the event of its merger, consolidation, change in control or similar transaction and provided that, in either case (except in the case that any such successor in interest assumes the assigning Party’s rights and obligations under this Agreement by operation of law), such assignee assumes in writing all of the assigning Party’s rights and obligations under this Agreement; and provided further that in the case of any such assignment to a successor in interest of Abzena, such assignment shall be valid only if such successor in interest shall (i) be in good standing with all applicable regulatory authorities and (ii) have all applicable Regulatory Approvals to perform its obligations hereunder. Any purported transfer, assignment, subcontract or delegation in violation of this Section 14.3 shall be void. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the Parties.

14.4

Independent Contractors. The relationship of the Parties hereto is that of independent contractors. The Parties hereto are not deemed to be agents, partners or joint venturers of the others for any purpose as a result of this Agreement or the transactions contemplated thereby.

14.5

Further Actions. Each Party agrees to execute, acknowledge and deliver such further documents and instruments and to perform all such other acts as may be necessary or appropriate in order to carry out the purposes and intent of, or to confer on each Party its rights and benefits under, this Agreement.

14.6

No Implied Licenses. Only licenses and rights granted expressly herein shall be of legal force and effect. No license or other right shall be created hereunder by implication, estoppel or otherwise.

14.7

LIMITATION OF LIABILITY. NEITHER PARTY WILL BE LIABLE UNDER ANY LEGAL THEORY (WHETHER IN TORT, CONTRACT OR OTHERWISE) FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE EXERCISE OF ITS RIGHTS HEREUNDER, INCLUDING LOST REVENUES OR PROFITS ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, HOWEVER CAUSED, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ABZENA’S LIABILITY FOR ANY LOSS OR DAMAGES SUFFERED BY COMPANY IN RESPECT OF ANY OF ANY BULK DRUG SUBSTANCE’S FAILURE TO MEET THE SPECIFICATIONS SHALL BE LIMITED TO THE SOLE AND EXCLUSIVE REMEDIES PROVIDED UNDER SECTION 4.3. AS BETWEEN ABZENA AND COMPANY, COMPANY AGREES THAT IT SHALL BE COMPANY’S SOLE RESPONSIBILITY TO DETERMINE THAT BULK DRUG SUBSTANCE AND ANY PRODUCT DERIVED THEREFROM WILL BE SAFE FOR HUMAN USE. FURTHER, EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EACH PARTY TO THE OTHER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO [***]. [***]

14.8

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and together shall be deemed to be one and the same agreement. Copies of executed counterparts of this Agreement transmitted by facsimile shall be considered original executed counterparts provided receipt of such facsimile is confirmed.

14.9

Construction. Except where the context otherwise requires, wherever used, the singular shall include the plural, the plural the singular, the use of any gender shall be applicable to all genders and the word “or” is used in the inclusive sense (and/or). The captions of this Agreement are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement. The term “including” as used herein shall mean including, without limiting the generality of any description preceding such term. The language of this Agreement shall be deemed to be the language mutually chosen by the Parties and no rule of strict construction shall be applied against either Party hereto.

14.10

Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, in any respect, then, to the fullest extent permitted by Applicable Law and if the rights or obligations of any Party will not be materially and adversely affected: (a) such provision will be given no effect by the Parties and shall not form part of this Agreement; (b) all other provisions of this Agreement shall remain in full force and effect; and (c) the Parties shall use their reasonable best efforts to negotiate a provision in replacement of the provision held invalid, illegal or unenforceable that is consistent with Applicable Law and achieves, as nearly as possible, the original intention of the Parties.

14.11

Modifications. No change, modification or amendment of any obligation, term or provision contained herein shall be valid or enforceable unless same is reduced to writing and signed by a duly authorized representative of each of the Parties to be bound hereby (which writing and signature may be in a PDF document exchanged via email). Notwithstanding the foregoing, the Parties may agree to minor changes to the manner in which the Services are performed that do not alter the Deliverables via emails exchanged that set forth the understanding of any such changes (e.g., changes to shipping instructions, the incurrence of certain pass through expenses, etc.)

14.12

Descriptive Headings. The section headings of this Agreement are for convenience only, and shall be of no force or effect in construing or interpreting any of the provisions of this Agreement.

14.13

Entire Agreement of the Parties. This Agreement and the Quality Agreement, including the Exhibits attached hereto, constitute and contain the complete, final and exclusive understanding and agreement of the Parties hereto, and cancels and supersedes any and all prior negotiations, correspondence, understandings, representations and agreements, whether oral or written, between the Parties respecting the development and manufacture of Bulk Drug Substance.

14.14

Performance by Affiliates.

14.15

Use of Names. Neither Party shall use the other Party’s name or trademarks in any advertising, sales, or promotional material or in any publication without the prior written consent of the other party, except that Abzena agrees that its name can be utilized in the Company’s patent applications and regulatory filings without such consent.

14.16

Cumulative Remedies. Except as is otherwise expressly set forth in this Agreement, no remedy referred to in this Agreement is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to in this Agreement or otherwise available under law or at equity.

1

Abzena (San Diego) Inc, a California corporation located at 8810 Rehco Road, Suite E, San Diego, CA 92121 (“Abzena”) and

2

Immunome Inc., a Delaware corporation located at 665 Stockton Drive, Suite 300, Exton, PA 19346 (“Company”).

1.1

Terms defined in the Master Services Agreement shall have the meaning provided in the Master Services Agreement when they are used in this Statement of Work.

2.1

This Statement of Work shall constitute a separate contract between Abzena and Company, incorporating the provisions of Sections 1 to 14 (inclusive) of the Master Services Agreement subject to the following amendments:

2.2

[Insert details of any variations to any provisions of the Master Services Agreement].

3.1

The Services to be provided by Abzena are as follows: [set out description of Services]

3.2

The Services to be provided by Abzena at the following Manufacturing Facility:

4.1.

The timetable for the provision of the Services by Abzena, is as follows (if any timelines are estimated, to be explicitly stated):

6.1.

The following Payments are payable by Company to Abzena:

8.1.

No changes shall be made to this Statement of Work except in writing and signed by the duly authorised representatives of both parties.

1.

Risk assessment / Management: Abzena conducts periodic assessments to identify reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of Immunome Data in its possession or control. This includes regularly testing and monitoring the effectiveness of its safeguards, controls, systems, and procedures, including conducting credentialed vulnerability scans. Abzena implements measures, as needed, to address any vulnerabilities discovered in a timely manner

2.

Access Control:

3.

Authentication: Each account through which Immunome Data may be accessed is attributable to a single individual with a unique ID and each account must require authentication (e.g., an individualized password). Abzena shall ensure that multifactor authentication is enabled on all endpoints, devices or systems that may be used to access Immunome Data.

4.

Passwords: Abzena has a password policy which requires strong passwords for access to any Abzena information system, including requirements for minimum password length, lockout after several failed attempts, expiration period, complexity, encryption, and changing of default passwords. Authentication credentials (employee and customer) are encrypted in transit, by SSL encryption, and at rest. Passwords are stored in a separate database, in hashed format, in a server which is protected by full disk encryption. Abzena prohibits sharing user account credentials (e.g., login ID, password).

5.

Change Management: Abzena implements documented change management procedures that provide a consistent approach for controlling, implementing and documenting changes (including emergency changes) for the Abzena information systems that includes appropriate segregation of duties.

6.

Network Protection:

7.

Physical Security:

8.

Personnel Security:

9.

Encryption: Abzena ensures that all Immunome Data transferred over the internet is encrypted in transit using SSL-based encryption. All computers, devices or media (e.g., laptop computers, phones/PDAs, USB drives, back-up tapes) containing any Immunome Data shall be encrypted at rest.

10.

Incident Management: Abzena implements an incident management plan designed to promptly identify, prevent, investigate, and mitigate any security incidents performs any recovery actions to remedy the impact the impact of security incidents.