1.17 U.S.C. shall mean the United States Code, as amended.
1.18 Work Order shall mean that document for a given Project under which GCLC agrees to perform Services for such Project pursuant to this Agreement, as more fully described in Section 2.2.
1.19 Work Product shall mean any and all results (including Results) and products (interim and/or final) of the Services performed by GCLC, whether tangible or intangible, including, without limitation, each and every invention, discovery, design, drawing, protocol, process, technique, formula, trade secret, device, compound, substance, material, pharmaceutical, method, software program (including, without limitation, object code, source code, flow charts, algorithms and related documentation), listing, routine, manual and specification, whether or not patentable or copyrightable, that are made, developed, perfected, designed, conceived or first reduced to practice by GCLC, either solely or jointly with others, in the course and as a result of performing the Services; but excluding GCLC Background Technology.
2. SCOPE OF WORK.
2.1 Scope of Agreement. As a master form of contract, this Agreement allows the parties to contract for multiple Projects through the issuance of multiple Work Orders (as discussed in Section 2.2 below), without having to re-negotiate the basic terms and conditions contained herein.
2.2 Performance of Services. The specific research or development activities to be performed, or other services to be provided, by GCLC for each project under this Agreement (each, a Project) shall be separately specified in writing on terms and in a form acceptable to the parties (each such writing, a Work Order). Each Work Order shall become effective only upon signature by both parties. Each Work Order shall set forth, upon terms mutually agreeable to the parties, the specific Services to be performed by GCLC, the timeline and schedule for the performance of such Services, and the compensation to be paid by Artiva to GCLC for the provision of such Services, as well as any other relevant terms and conditions. Any Protocol applicable to a particular Project shall be attached to, and is hereby incorporated by reference in, the corresponding Work Order. If a Project includes the development of specific Work Product, the specifications of such Work Product shall be set forth in the relevant Work Order. If a Project involves a clinical trial or any other study the results of which are expected or intended to be submitted to any Regulatory Authority, the relevant Work Order shall specify: (a) any particular laws, rules, regulations, guidelines and standards (e.g., current good laboratory practices and/or good clinical practices) of any Regulatory Authority or other body that GCLC agrees to comply with in performing such Project; and (b) any obligations of Artiva, as the sponsor of IND application and otherwise, pursuant to 21 C.F.R. § 312.50 or other applicable laws, rules and regulations in connection with such Project that GCLC agreed to assume from Artiva. There shall be no minimum or maximum number of Work Orders to be entered into under this Agreement. Each Work Order shall be subject to acceptance by GCLC and all of the terms and conditions of this Agreement, in addition to the specific details set forth in the Work Order. To the extent any terms or provisions of a Work Order conflict with the terms and provisions of this Agreement, the terms and provisions of this Agreement shall control, except to the extent such Work Order specifically states the parties intent that such Work Order control with respect to a particular matter. Any changes to a Work Order shall be in writing, executed by each party, attached to the original Work Order and incorporated therein.
[Page 3 of 15]