Master Clinical Trial Collaboration Agreement, dated January 5, 2022, by and between BioAtla, Inc. and Bristol-Myers Squibb Company

Exhibit 10.2

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].”

MASTER CLINICAL TRIAL COLLABORATION AGREEMENT

This Master Clinical Trial Collaboration Agreement (the “Agreement”) is made and entered into as of as of the date signed by the last Party to sign below (the “Effective Date”) by and between BioAtla, Inc., headquartered at 11085 Torreyana Road, San Diego, California 92121 (the “Company”), and Bristol-Myers Squibb Company, headquartered at 430 E. 29th Street, 14FL, New York, New York. 10016 (“BMS”). The Company and BMS may be referred to herein individually as a “Party,” or collectively as the “Parties.”

WHEREAS, BMS is a biopharmaceutical company engaged in the research, development, manufacture and commercialization of human therapeutic products.

WHEREAS, the Company is a biopharmaceutical company engaged in the research, development, manufacture and commercialization of human therapeutic products.

WHEREAS, the Company and BMS desire to collaborate on clinical trials of separate combination therapies using two (2) of the Company’s Conditionally Active Biologic Antibody Drug Conjugates known as BA3011 and BA3021, each in combination with BMS’ PD-1 antagonist known as nivolumab.

NOW THEREFORE, in consideration of the foregoing premises and the mutual promises and covenants contained herein, the Parties agree as follows.

The terms in this Agreement with initial letters capitalized, whether used in the singular or the plural, shall have the meaning set forth below or, if not listed below, the meaning designated in places throughout this Agreement.

“Adverse Event” (“AE”), “Serious Adverse Event” (“SAE”), and “Serious Adverse Drug Reaction” (“SADR”) shall have the meanings provided to such terms in the International Conference on Harmonization (“ICH”) guideline for industry on Clinical Safety Data Management (E2A, Definitions and Standards for Expedited Reporting).

“Affiliates” means, with respect to a Party, an entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Person. As used in this section, the term “controls” (with correlative meanings for the terms “controlled by” or “under common control with”) means (a) that an entity or company owns, directly or indirectly, more than fifty percent (50%) of the voting stock of another entity, or (b) that an entity, person or group otherwise has the actual ability to control and direct the management of the entity, whether by contract or otherwise.

“Aggregate Safety Information” means, with respect to a Party’s Compound, the (a) Safety Information resulting from the Combined Therapy Study, plus (b) the Safety Information from all other clinical trials of such Compounds, whether alone or in combination with another pharmaceutical agent that necessitate amendments to

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the protocols or informed consent forms for such trials that are required to be implemented by Regulatory Authorities, or are implemented by the applicable Party, in each case where, because of their severity, frequency or lack of reversibility, the other Party reasonably needs to know such Safety Information in order to ensure patient safety and prevent unreasonable risks in the conduct of the Combined Therapy Study (or that is otherwise included in the investigator’s brochures for a Compound). Aggregate Safety Information shall be provided by a Party to the other Party in the same format as is contained in the investigator’s brochures prepared by such Party for its Compound in each country where a Combined Therapy Study will be conducted.

“Agilent” means Agilent Technologies Denmark ApS (successor to Dako Denmark A/S).

“Agreement” has the meaning set forth in the preamble to this Agreement, as may be amended by the Parties from time to time in accordance with its terms.

“Applicable Law” means all applicable laws, rules and regulations (whether supranational, federal, state or local) that may be in effect from time to time and applicable to conduct under this Agreement, including (a) current Good Clinical Practices (GCP), Good Laboratory Practices (GLP) and Good Manufacturing Practices (GMP) ), (b) applicable data protection and patient privacy laws and requirements (including those specified in the EU General Data Protection Regulation and the regulations issued under HIPAA), (c) export control and economic sanctions regulations that prohibit the shipment of United States-origin products and technology to certain restricted countries, entities and individuals, (d) anti‑bribery and anti‑corruption laws pertaining to interactions with government agents, officials, representatives and third parties (including the United States Foreign Corrupt Practices Act), (e) laws and regulations governing payments to healthcare providers, (f) laws and requirements governing ineligibility to participate in federal, state or other healthcare programs (including debarment under 21 USC § 335a, disqualification under 21 CFR § 312.70 or § 812.119, sanctions by a Federal Health Care Program (as defined in 42 USC § 1320a‑7b(f)), including the federal Medicare or a state Medicaid program), and (g) successor or replacement statutes, laws, rules, regulations and directives relating to the foregoing.

“Arbitration Matter” means any disputed matter that relates to or arises out of the validity, interpretation or construction of, or the compliance with or breach of, this Agreement; provided that such disputed matter has been considered, but not resolved, by the Executive Officers as set forth in Section 12.3. For clarity, no Publication Dispute, or any matter requiring mutual agreement of both Parties shall be an Arbitration Matter.

“Bioanalysis Plan” means the bioanalysis plan for any Samples as may be contemplated by the Combined Therapy Study Protocol or another subsequent written agreement between the Parties, as described in Section 7.8.

“Biomarker Testing” means [***].

“BMS” has the meaning set forth in the preamble to this Agreement.

“BMS Compound” means nivolumab. For avoidance of doubt, BMS Compound shall not include any biosimilar version of nivolumab (i.e., that is not proprietary to BMS or its Affiliates).

“BMS Indemnitees” has the meaning set forth in Section 10.2.

“BMS Independent Patent Rights” means any Patent Rights Controlled by BMS (or its Affiliates) as of the Effective Date or during the Term through efforts outside of this Agreement that Cover the use (whether alone or in combination with other agents), manufacture, formulation or composition of matter of the BMS Compound and/or PD-L1 Expression Testing relating to use and administration of the BMS Compound.

“BMS Regulatory Documentation” means Regulatory Documentation (as defined below) relating to the BMS Compound.

“BMS Study Data” has the meaning set forth in Section 7.2.

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“BMS Study Invention” means any Invention to the extent specifically relating to the BMS Compound (including compositions of matter or formulations of the BMS Compound and methods of use or manufacture of the BMS Compound as a monotherapy) and [***].

“BMS Study Patents” means any Patent Rights to the extent claiming any BMS Study Invention (and not claiming a Company Study Invention or Combined Therapy Invention).

“BMS Technology” means all Technology Controlled by BMS (or its Affiliates) as of the Effective Date or during the Term through efforts outside of this Agreement related to the BMS Compound or the Combined Therapy and necessary for the conduct of a Combined Therapy Study. For clarity, BMS Technology includes the Technology for PD-L1 Expression Testing relating to use and administration of the BMS Compound but otherwise does not include (a) Inventions, (b) Study Data or (c) Combined Therapy Study Regulatory Documentation.

“Bona Fide Collaborator” means a Third Party engaged in a bona fide contractual licensing arrangement with a Party for a use or practice directly relating to one or more specific compounds or products that (a) are owned or controlled by such Party or such Third Party and (b) are the subject of a research, development or commercialization collaboration (as opposed to a license for a royalty or other consideration not involving a collaboration or a license to a service provider) between such Party and such Third Party.

“Breaching Party” shall have the meaning set forth in Section 11.2(a).

“Business Day” means a day other than Saturday, Sunday or any day on which both Parties conduct regular business operations at their respective headquarters.

“Change of Control” means , with respect to a Party (including any direct or indirect holding entity which directly or indirectly owns or otherwise controls at least fifty percent (50%) of the combined voting power of such Party (a “Parent Corporation”)), (a) a merger or consolidation of such Party or Parent Corporation with a Third Party which results in the voting securities of such Party or Parent Corporation outstanding immediately prior thereto ceasing to represent at least fifty percent (50%) of the combined voting power of the surviving entity immediately after such merger or consolidation, (b) a transaction or series of related transactions in which a Third Party, together with its Affiliates, becomes the owner of fifty percent (50%) or more of the combined voting power of such Party’s or Parent Corporation’s outstanding securities (other than through issuances by such Party or Parent Corporation of securities of such Party or Parent Corporation in a bona fide financing transaction or series of related bona fide financing transactions), or (c) the sale or other transfer to a Third Party of all or substantially all of such Party’s or Parent Corporation’s assets or all or substantially all of such Party’s or Parent Corporation’s business to which this Agreement relates.

“Clinical Hold” means that (a) the FDA has issued an order to a Party pursuant to 21 CFR §312.42 to delay a proposed clinical investigation or to suspend an ongoing clinical investigation of the Combined Therapy or such Party’s Compound in the United States or (b) a Regulatory Authority other than the FDA has issued an equivalent order to that set forth in (a) in any other country or group of countries.

“Clinical Obligations Schedule” means, for each Combined Therapy Study, the schedule incorporated within the Study Plan for such Combined Therapy Study setting forth the obligations of the Parties with respect to particular activities or obligations in connection with the conduct of the applicable Combined Therapy Study.

“Combined Therapy” means a therapy using either of the Company Compounds in combination with the BMS Compound, and, as applicable, an Other Therapy, in concomitant or sequenced combination or comparator use as individual formulations with or without another agent.

“Combined Therapy IND” has the meaning set forth in Section 2.1(f).

“Combined Therapy Invention” means any Invention that is not a BMS Study Invention or Company Study Invention.

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“Combined Therapy Patent” means Patent Rights to the extent claiming any Combined Therapy Invention.

“Combined Therapy Study Data” has the meaning set forth in Section 7.2.

“Combined Therapy Study” or “Study” has the meaning set forth in Section 2.1(a).

“Combined Therapy Study Regulatory Documentation” means any Regulatory Documentation to be submitted for the conduct of the Combined Therapy Study, but excluding (a) any Regulatory Documentation that is Company Technology and (b) any Regulatory Documentation that is BMS Technology.

“Commercially Reasonable Efforts” means the level of effort and resources normally devoted by a Party to conduct a clinical trial for a biopharmaceutical product or compound that is owned by it or to which it has rights, which is of similar market potential, profit potential or strategic value and at a similar stage in its development or product life based on conditions then prevailing.

“Company” has the meaning set forth in the preamble to this Agreement.

“Company Compound(s)” means BA3011, a Conditional Active Biologic (CAB) Antibody Drug Conjugate (ADC) targeted against tumors positive for the AXL receptor tyrosine kinase, and BA3021, a CAB ADC targeted for Receptor tyrosine kinase-like Orphan Receptor 2 (ROR2) positive tumors.

“Company Independent Patent Rights” means any Patent Rights Controlled by the Company (or its Affiliates) as of the Effective Date or during the Term through efforts outside of this Agreement that Cover the use (whether alone or in combination with other agents), manufacture, formulation, or composition of matter of either or both of the Company Compounds and/or Biomarker Testing relating to use and administration of Company Compounds.

“Company Indemnitees” has the meaning set forth in Section 10.1.

“Company Regulatory Documentation” has the meaning set forth in Section 2.1(h).

“Company Study Data” has the meaning set forth in Section 7.2.

“Company Study Invention” means any Invention to the extent specifically relating to either or both of the Company Compounds (including compositions of matter or formulations of the Company Compounds and methods of use or manufacture of the Company Compounds as a monotherapy) and [***].

“Company Study Patents” means any Patent Rights to the extent claiming any Company Study Invention (and not claiming a BMS Study Invention or Combined Therapy Invention).

“Company Technology” means all Technology Controlled by the Company (or its Affiliates) as of the Effective Date or during the Term through efforts outside of this Agreement related to either or both of the Company Compounds or the Combined Therapy and necessary for the conduct of the Combined Therapy Study. For clarity, Company Technology includes the Technology for Biomarker Testing relating to use and administration of Company Compounds but otherwise does not include (a) Inventions, (b) Study Data or (c) Combined Therapy Study Regulatory Documentation.

“Compound” means, as applicable, (a) with respect to BMS, the BMS Compound and (b) with respect to the Company, the Company Compounds.

“Confidential Information” has the meaning set forth in Section 8.1.

“Control” or “Controlled” means, with respect to particular information or intellectual property, that the applicable Party owns or has a license to such information or intellectual property and has the ability to grant a right, license or sublicense to the other Party as provided for herein without violating the terms of any agreement or other arrangement with any Third Party.

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“Cover” means, with respect to a valid Patent, that, but for rights granted to a Person under such Patent, the practice by such Person of an invention described in such Patent would infringe a claim included in such Patent, or in the case of a Patent that is a patent application, would infringe a claim in such patent application if it were to issue as a patent. “Covered” or “Covering” shall have correlative meanings.

“CRO” means a contract research organization selected in accordance with Section 2.1(c) by the Sponsoring Party to perform all or part of the activities necessary to conduct a Combined Therapy Study.

“CRO/Study Site List” shall have the meaning set forth in Section 2.1(c).

“Cure Period” shall have the meaning set forth in Section 11.2(a).

“Dispute” shall have the meaning set forth in Section 12.3(a).

“Effective Date” has the meaning set forth in the preamble to this Agreement.

“Executive Officers” means the Chief Executive Officer of the Company and the Senior Vice President of Oncology Development of BMS, or their respective designees.

“FDA” means the United States Food and Drug Administration, or any successor agency having the same or similar authority.

“GAAP” means generally accepted accounting principles in the United States.

“Global Safety Database” means the database containing Serious Adverse Events, Serious Adverse Drug Reactions and pregnancy reports for the Combined Therapy, which database shall be the authoritative data source for regulatory reporting and responding to regulatory queries.

“Good Clinical Practices” or “GCP” means, as to the United States and the European Union, applicable good clinical practices as in effect in the United States and the European Union, respectively, during the Term and, with respect to any other jurisdiction, clinical practices equivalent to good clinical practices as then in effect in the United States or the European Union.

“Good Laboratory Practices” or “GLP” means, as to the United States and the European Union, applicable good laboratory practices as in effect in the United States and the European Union, respectively, during the Term and, with respect to any other jurisdiction, laboratory practices equivalent to good laboratory practices as then in effect in the United States or the European Union.

“Good Manufacturing Practices” or “GMP” means, as to the United States and the European Union, applicable good manufacturing practices as in effect in the United States and the European Union, respectively, during the Term and, with respect to any other jurisdiction, manufacturing practices equivalent to good manufacturing practices as then in effect in the United States or the European Union.

“Himalaya Therapeutics SECZ Territory” means [***]; it being understood and agreed that Company shall be entitled from time to time to notify BMS in writing that one or more of the countries and territories [***] as part of the Territory, and for elimination from the Himalaya Therapeutics SECZ Territory.

“HIPAA” means, collectively, the United States Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder, as amended from time to time

“ICF” shall have the meaning set forth in Section 2.1(d).

“IND” means (a) an Investigational New Drug Application as defined in the United States Food, Drug and Cosmetic Act, as amended, and regulations promulgated thereunder, or any successor application or procedure required to initiate clinical testing of a drug in humans in the United States, (b) a counterpart of such an Investigational New Drug Application that is required in any other country before beginning clinical testing of a

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drug in humans in such country, including, for clarity, a “Clinical Trial Application” in the European Union, and (c) all supplements and amendments to any of the foregoing.

“Indemnify” shall have the meaning set forth in Section 10.1.

“Infringement” shall have the meaning set forth in Section 5.3(a).

“Initial Study” shall have the meaning set forth in Section 2.1(a).

“Initiation” means the dosing of the first patient in a Combined Therapy Study.

“Invention” means any invention made or conceived by or on behalf of a Party, or by or on behalf of the Parties together (including by a Third Party in the performance of the Combined Therapy Study), in the performance of the Combined Therapy Study, Statistical Analysis Plan or Bioanalysis Plan to be conducted under this Agreement.

“IRB” means an appropriately constituted group that has been formally designated to review and monitor a Combine Therapy Study that has the authority to approve, disapprove, or require modifications to the Protocol for such Combined Therapy Study.

“Losses” shall have the meaning set forth in Section 10.1.

“Manufacture” or “Manufacturing” means manufacturing, processing, formulating, packaging, labeling, holding (including storage), and quality control testing of a Compound or the Combined Therapy, in each case so as to be suitable for use in the Combined Therapy Study under Applicable Law.

“Material Safety Issue” means a Party’s good faith belief that there is an unacceptable risk for harm in humans based upon (a) pre‑clinical safety data, including data from animal toxicology studies or (b) the observation of serious adverse effects in humans after the Company Compounds or the BMS Compound, either as a single agent or in combination with another pharmaceutical agent (including as the Combined Therapy), has been administered to or taken by humans (including during the Combined Therapy Study).

“Non-Breaching Party” shall have the meaning set forth in Section 11.1(a).

“Non-Prosecuting Party” shall have the meaning set forth in Section 5.1(c)(ii).

“Officials” shall have the meaning set forth in Section 9.9.

“Ono” means Ono Pharmaceutical Co. Ltd.

“Ono-BMS Agreement” means those certain Collaboration Agreements between BMS and Ono dated as of September 20, 2011 and as of July 23, 2014, as amended from time to time, and agreements between Ono and BMS and their Affiliates relating thereto that may be in effect from time to time.

“Ono Territory” means [***].

“Operational Matters” shall have the meaning set forth in Section 2.6(c).

“Other Party” means, with respect to a Combined Therapy Study, the Party that is not the Sponsoring Party for such Combined Therapy Study.

“Other Therapy” means any pharmaceutical compound or therapeutic agent or therapy that is not the Company Compounds or the BMS Compound, where such pharmaceutical compound or therapeutic agent or therapy is specified in the Protocol for a Combined Therapy Study (as may be approved from time to time by both Parties in accordance with Section 2.1), and such Combined Therapy Study and applicable Combined Therapy includes the use of such other therapeutic agent or therapy in combination with the use of the Company Compounds and BMS Compound.

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“Party” and “Parties” have the meaning set forth in the preamble to this Agreement.

“Patent Rights” and “Patent” means any and all (a) United States or foreign patents, (b) United States or foreign patent applications, including all provisional applications, substitutions, continuations, continuations-in-part, divisions, renewals, and all patents granted thereon, (c) United States or foreign patents-of-addition, reissues, reexaminations (including without limitation, ex parte reexaminations, inter partes reviews, inter partes reexaminations, post grant reviews and supplemental examinations) and extensions or restorations by existing or future extension or restoration mechanisms, including supplementary protection certificates, patent term extensions, or the equivalents thereof, and (d) any other form of government-issued right substantially similar to any of the foregoing.

“Payment” shall have the meaning set forth in Section 9.9.

“PD-L1 Expression Testing” means [***].

“Person” means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other similar entity or organization, including a government or political subdivision, department or agency of a government.

“Personal Data” means any information relating to an identified or identifiable natural person.

“Pharmacovigilance Agreement” shall have the meaning set forth in Section 2.2.

“POTV” shall have the meaning set forth in Section 8.6.

“Prosecuting Party” shall have the meaning set forth in Section 5.1(c).

“Protocol” shall have the meaning set forth in Section 2.1(b).

“Publication Dispute” shall have the meaning set forth in Section 8.5(b).

“Quarter” means a calendar quarter.

“Regulatory Approval” shall mean any and all approvals (including supplements, amendments, variations, label expansion, indication extensions, pre- and post-approvals, NDA or BLA approvals, and their foreign equivalents such as MAA approvals), licenses, registrations or authorizations (including marketing and labelling authorizations) of any national, supra-national (e.g., the European Union), regional, state or local Regulatory Authority, department, bureau, commission, council or other governmental entity, that are necessary for the commercial manufacture, commercial use, or sale of a product in a given jurisdiction.

“Regulatory Authority” means the FDA or any other governmental authority outside the United States (whether national, federal, provincial and/or local) that is the counterpart to the FDA, including the European Medicines Agency for the European Union.

“Regulatory Documentation” means, with respect to the applicable Compound, submissions to Regulatory Authorities in connection with the development of such Compound, including INDs and amendments thereto, applications for Regulatory Approval and amendments thereto, drug master files, correspondence with Regulatory Authorities, periodic safety update reports, adverse event files, complaint files, inspection reports and manufacturing records, in each case together with applicable supporting documents (including documents with respect to clinical data). Definition excludes materials related to the commercial manufacture, commercial use, or sale of a product in a given jurisdiction.

“Results” shall have the meaning set forth in Section 8.5(b).

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“Right of Cross-Reference” means the “right of reference” defined in 21 CFR 314.3(b), including with regard to a Party, allowing the applicable Regulatory Authority in a country to have access to relevant information (by cross-reference, incorporation by reference or otherwise) contained in Regulatory Documentation (and any data contained therein) filed with such Regulatory Authority with respect to a Party’s Compound (and, in the case of the Other Party, the Right to Cross-Reference the Combined Therapy IND to the extent expressly permitted by this Agreement), only to the extent necessary for the conduct of the Combined Therapy Study in such country or as otherwise expressly permitted or required under this Agreement to enable a Party to exercise its rights or perform its obligations hereunder, and, except as to information contained in the Combined Therapy IND pertaining to the Combined Therapy, without the disclosure of information contained in a Party’s Regulatory Documentation to the other Party.

“Samples” means biological specimens collected from Combined Therapy Study subjects (including fresh and/or archived tumor samples, serum, peripheral blood mononuclear cells, plasma and whole blood for RNA and DNA sample isolation).

“Safety Information” means all serious and unexpected suspected adverse reactions (SUSARs), Serious Adverse Events, Serious Adverse Drug Reactions, and other clinically relevant adverse events, safety and toxicity findings, in each case, with respect to a Compound (whether administered alone or in combination with other pharmaceutical agents).

“Safety Issue” means any information suggesting an emerging safety concern or possible change in the risk-benefit balance for the Other Party’s Compound, including information on a possible causal relationship between an Adverse Event and a drug, the relationship being unknown or incompletely documented previously.

“Site Agreement” shall have the meaning set forth in Section 2.1(d).

“Sponsor-Funded Study” shall have the meaning set forth in Section 2.1(a).

“Sponsoring Party” means, for each Combined Therapy Study, the sponsor of such Combined Therapy Study as the term “sponsor” is defined in 21 CFR. 312.3(b) or any applicable comparable regulation issued by a Regulatory Authority outside the United States. The Sponsoring Party for each such Combined Therapy Study shall be set forth in the Study Plan for such Combined Therapy Study.

“Statistical Analysis Plan” means the agreed-upon set of analyses of the Study Data for each Combined Therapy Study conducted hereunder and shall include all analyses of the Combined Therapy in such Combined Therapy Study as specified in the Protocol. The Statistical Analysis Plan shall be set forth in a Statistical Analysis Plan document in accordance with Section 2.1(b).

“Study” has the meaning set forth in the definition of Combined Therapy Study.

“Study Costs” shall have the meaning set forth in Section 6.2.

“Study Data” shall have the meaning set forth in Section 7.1.

“Study Plan” means, for each Combined Therapy Study, the plan substantially in the form of Exhibit C that is completed and entered into by the Parties for such Combined Therapy Study as further described in Section 2.1(a).

“Study Site” means any of the clinical trial sites used for the Combined Therapy Study.

“Sunshine Laws” shall have the meaning set forth in Section 8.6.

“Supply and Quality Documentation” shall have the meaning set forth in Section 4.3.

“Technology” means information, inventions, discoveries, trade secrets, knowledge, technology, methods, processes, practices, formulae, instructions, skills, techniques, procedures, experiences, ideas, technical assistance,

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designs, drawings, assembly procedures, computer programs, specifications, data and results not generally known to the public (including biological, chemical, pharmacological, toxicological, pharmaceutical, physical and analytical, pre-clinical, clinical, safety, manufacturing and quality control data and know-how, including study designs and protocols), in all cases, whether or not patentable, in written, electronic or any other form now known or hereafter developed, materials, data and results, including Regulatory Documentation.

“Template Substantive Changes” means such changes to a document which (a) impose a new obligation, whether direct, indirect or contingent, upon the Other Party, (b) confer a benefit upon Sponsoring Party that is not also conferred upon the Other Party, (c) relate to use of Samples other than for the Biomarker Testing, if any and the PD-L1 Expression Testing, or (d) relate to the information to be disclosed in the ICF or under the Site Agreement regarding the Other Party’s Compound.

“Territory” means worldwide, excluding the Ono Territory and the Himalaya Therapeutics SECZ Territory.

“Term” shall have the meaning set forth in Section 11.1.

“Third Party” means any Person or entity other than the Company and BMS and their respective Affiliates.

“Third Party Claim” shall have the meaning set forth in Section 10.1.

“Third Party License Payments” means any payments (e.g., upfront payments, milestones, royalties) due to any Third Party under license agreements or other written agreements granting rights to intellectual property owned or controlled by such Third Party to the applicable Party, to the extent that such rights are necessary for the making, using or importing of a Party’s Compound for the conduct of the Combined Therapy Study or for the conduct of the Combined Therapy Study.

“Trial Master File” means the official auditable file of study Essential Documents and Relevant Communications maintained by the Sponsor and its delegates (e.g., Contract Research Organizations (CROs) and vendors) that facilitates the conduct and management of the clinical trial and allows evaluation of the integrity of the study record and compliance with Good Clinical Practice (GCP).

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(j) Collaboration Management. Each Party will appoint appropriate staff to act as its Designated Clinical Contact (each, a “Designated Clinical Contact”). The role of the Designated Clinical Contacts is to act as the primary points of contact between the Parties to assure a successful relationship between the Parties. Each Party may change its Designated Clinical Contact from time to time upon written notice to the other Party. Any Designated Clinical Contact may designate a substitute to temporarily perform the functions of such Designated Clinical Contact upon written notice to the other Party’s Designated Clinical Contact. Each Designated Clinical Contact will be charged with creating and maintaining a collaborative work environment. Each Designated Clinical Contact also will:

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(i) owning and maintaining the Global Safety Database, and being responsible for safety reporting to Regulatory Authorities for the Combined Therapy;

(ii) collecting, evaluating and reporting serious adverse events, other Safety Information and any further pharmacovigilance information from the Combined Therapy Study;

(iii) sending any communications (including investigator notification letters) to Study Sites (including IRBs) regarding Safety Information for the Combined Therapy Study

(iv) on a semi-annual basis, providing tables, figures, and listings of the aggregated data related to the safety of the Other Party’s Compound, as determined by the relevant treating clinical investigator(s), and generated by the Sponsoring Party in its updates of the investigator’s brochure; and

(v) providing the Other Party with the opportunity to participate in and comment on such pharmacovigilance activities;

(q) analyzing the Study Data in a timely fashion, and providing the Other Party with access to the Study Data from the applicable Combined Therapy Study as follows:

(i) pursuant to a timetable determined by the Parties, sharing with the Other Party (1) all drafts of any interim report, clinical study report and statistical analysis (in accordance with the Statistical Analysis Plan) from the Combined Therapy Study for review and comment, (2) any final interim report, final clinical study report and final statistical analysis (in accordance with the Statistical Analysis Plan) from the Combined Therapy Study, (3) biomarker analysis data sets (vendor reports or internal analysis reports), such as exploratory measures from exploratory analysis, and (4) the raw Study Data in electronic or other mutually agreed format (with each Party having the right to review any analyses conducted on the Study Data by the other Party for consistency with its analyses);

(ii) provide to the Other Party within thirty (30) Business Days after database lock, a copy of the statistical output data described in the Statistical Analysis Plan in the clinical trial databases that will be used for an interim review by an external consultant (or drug safety monitoring board, if required), with such consultant and the timing for such interim review to be agreed upon by the Parties;

(iii) within ten (10) Business Days after database lock, a copy of all Safety Information that will be used for an interim review by an external consultant (or drug safety monitoring board, if required), with such consultant and the timing for such interim review to be agreed upon by the Parties;

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(iv) within ten (10) Business Days after database lock, access to final CRFs or patient profiles for all patients in the Combined Therapy Study;

(v) periodically during the conduct of the Combined Therapy Study (and within thirty (30) calendar days after the creation of a clean database), copies of the Form 1572s, financial disclosures and other relevant documents required to meet regulatory requirements related to the Combined Therapy Study (including without limitation any data or documents that may be required to provide Aggregate Safety Information to a Regulatory Authority with respect to the Other Party’s Compound); and

(vi) subject to Articles 7 and 8 and any third party requirements, providing the Other Party with any SAS codes to be used for the Statistical Analysis Plan for the Combined Therapy Study.

2.7 Other Clinical Trials. Nothing in this Agreement shall preclude either Party from conducting any other clinical trials as it may determine in its discretion, so long as it does not use or rely on the Confidential Information that is solely owned by the other Party in doing so.

2.8 Subsequent Studies. The Parties shall sign the Study Plan for the Initial Study concurrently with the execution of this Agreement. Should additional clinical studies to evaluate the combination of either of the Company Compounds with the BMS Compound (“Subsequent Studies”) be of interest to either Party during the term, the Parties will discuss such studies in good faith. If a Subsequent Study is of mutual interest to both Parties,

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such Subsequent Study collaboration would be subject to a new Study Plan that is agreed to and executed by both Parties.

Article 3
License Grants

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3.7 Notification. During the period beginning on the Effective Date and ending one hundred eighty (180) days after the date on which the Company provides BMS with the final clinical study report and final statistical analysis (in accordance with the Statistical Analysis Plan) for the Initial Study, [***] notify BMS in writing of the proposed transaction under subsections (a) or (b) of this Section 3.7, including the geographic territory (but excluding the identity of any bidder or any financial provisions proposed) to be covered in the proposed transaction.

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Article 4
Manufacture and Supply of Compounds

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Article 5
Patent Prosecution and Enforcement

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(i) All Combined Therapy Study Inventions and Combined Therapy Patents shall be jointly owned by the Parties according to the laws of the United States, and either Party shall have the right to freely exploit and practice all rights under the Combined Therapy Inventions and Combined Therapy Patents without benefit, accounting or obligation to, or consent required from, the other Party, provided that such right shall be subject to the restrictions on disclosure of Combined Therapy Study Data as set forth in Articles 7 and 8.

(ii) The Parties shall determine which Party, using outside counsel acceptable to both Parties, shall be responsible for preparing and prosecuting Patent applications and maintaining Patents that are Combined Therapy Patents. The Party drafting and prosecuting any Combined Therapy Patent (the “Prosecuting Party”) shall keep the other Party (the “Non-Prosecuting Party”) advised as to all material developments and all steps to be taken with respect thereto, and shall furnish the Non-Prosecuting Party with copies of applications for such Patents, amendments thereto and other related correspondence to and from Patent offices, and permit the Non-Prosecuting Party a reasonable opportunity to review and offer comments. The Non-Prosecuting Party shall reasonably assist and cooperate in obtaining, prosecuting and maintaining the Combined Therapy Patents. Notwithstanding the foregoing, the Prosecuting Party shall not take any position in a submission to a Patent office that interprets the scope of a Patent or Patent application of the Non-Prosecuting Party without the prior written consent of such Non-Prosecuting Party. The Prosecuting Party shall be reimbursed for any costs and expenses incurred in prosecuting Combined Therapy Patents and the subsequent maintenance of Combined Therapy Patents by the Non-Prosecuting Party such that BMS shall be responsible for fifty percent (50%) of such costs and the Company shall be responsible for fifty percent (50%) of such costs. In case one of the two Parties decides not to file or maintain a Combined Therapy Patent or patent application in a given country, the other Party shall have the right to file or maintain such patent application in such country in its own name and at its own expense. In this case, the Party who decides not to file or maintain a joint application shall promptly assign its rights to the Combined Therapy Patent in said country to the Party who wishes to file or maintain said patent application, unless such Party agrees to reimburse the other Party for its share of the costs of prosecution and maintenance of such Combined Therapy Patent or Combined Therapy Patent application in such country. The Party who does not wish to file or maintain a patent application in any country shall assist in the timely provision of all documents required under national provisions to register said assignment of rights with the corresponding national authorities at the sole expenses of the Party who wishes to file or maintain such patent application in that given country.

5.2 Disclosure and Assignment of Inventions. Each Party shall disclose promptly to the other Party in writing and on a confidential basis all Inventions, prior to any public disclosure or filing of Patent applications thereon and allowing sufficient time for comment by the other Party. In addition, each Party shall, and does hereby, assign, and shall cause its Affiliates to so assign, to the other Party, without additional compensation, such right, title and interest in and to any Inventions as well as any intellectual property rights with respect thereto, as is necessary to fully effect, as applicable, the sole ownership provided for in Section 5.1(a), in the case of a Company

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Study Invention, in Section 5.1(b) in the case of a BMS Study Invention, or joint ownership provided for in Section 5.1(c) in the case of a Combined Therapy Study Invention.

(a) Notice. Each Party shall promptly notify the other Party in writing of any known, alleged or threatened infringement or misappropriation by a Third Party of Combined Therapy Patents or any other Patents or intellectual property of either Party material to the Combined Therapy Patents, as well as any declaratory judgment or similar actions alleging the invalidity, unenforceability or non-infringement of Patents on any Combined Therapy Inventions, of which such Party becomes aware (such infringement or action being an “Infringement”).

(b) Infringement of Company Study Patents. For all Infringement of Company Study Patents anywhere in the world, the Company shall have the exclusive right to prosecute such Infringement as it may determine in its sole and absolute discretion, and the Company shall bear all related expenses and retain all related recoveries. BMS shall reasonably cooperate with the Company or its designee (to the extent BMS has relevant information arising out of this Agreement), at the Company’s request and expense, in any such action.

(c) Infringement of BMS Study Patents. For all Infringement of BMS Study Patents anywhere in the world, BMS shall have the exclusive right to prosecute such Infringement as it may determine in its sole and absolute discretion, and BMS shall bear all related expenses and retain all related recoveries. The Company shall reasonably cooperate with BMS or its designee (to the extent that the Company has relevant information arising out of this Agreement), at BMS’ request and expense, in any such action.

(d) Infringement of Combined Therapy Patents

(i) The Company shall have the first right to initiate legal action to enforce all Combined Therapy Patents against Infringement by any Third Party that is manufacturing, developing, marketing, or seeking to market the Company Compounds, or any biosimilar version thereof, or to defend any declaratory judgment action relating thereto, at its sole expense. In the event such course of action includes litigation, BMS may choose, at its own expense, to be represented in such action by counsel of its own choice. If BMS is required as a necessary party to such action, each Party shall pay its respective expenses associated therewith.

(ii) BMS shall have the first right to initiate legal action to enforce all Combined Therapy Patents against Infringement by any Third Party that is manufacturing, developing, marketing, or seeking to market BMS Compound or any biosimilar version thereof, or to defend any declaratory judgment action relating thereto, at its sole expense. In the event such course of action includes litigation, the Company may choose, at its own expense, to be represented in such action by counsel of its own choice. If the Company is required as a necessary party to such action, each Party shall pay its respective expenses associated therewith.

(iii) If a Third Party is Infringing any Combined Therapy Patents in a manner other than as set forth above in or Section 5.3(d)(i), and Section 5.3(d)(ii) (i.e., not involving the Company Compounds or any generic or biosimilar version thereof, or BMS Compound or any generic or biosimilar version thereof), then the Parties shall discuss in good faith whether to bring an enforcement action to seek the removal or prevention of such Infringement and damages therefor and, if so, which Party shall bring such action. If the Parties agree to bring such action:

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(iv) If either Party recovers monetary damages from any Third Party in an action approved by the Parties, and brought under this Section 5.3(d), such recovery shall be allocated first to the reimbursement of any actual, unreimbursed costs and expenses incurred by the Parties in such litigation pro rata in accordance with the aggregate amounts spent by both Parties, and any remaining amounts shall be split fifty percent (50%) to the Company and fifty percent (50%) to BMS, unless the Parties agree in writing to a different allocation. In connection with any proceeding, neither Party shall enter into any settlement without the prior written consent of the other Party.

5.5 Combined Therapy Study Regulatory Documentation. Subject to the license and other rights granted by each Party to the other Party pursuant to this Agreement, the Company and BMS shall jointly own all right, title and interest in and to the Combined Therapy Study Regulatory Documentation; provided that BMS shall retain sole and exclusive ownership of any BMS Regulatory Documentation provided to the Company under this Agreement that is contained or referenced in the Combined Therapy Study Regulatory Documentation and that the Company shall retain sole and exclusive ownership of any Company Regulatory Documentation that is contained or referenced in the Combined Therapy Study Regulatory Documentation. This Section 5.5 is without limitation of any other disclosure obligations under the Pharmacovigilance Agreement or this Agreement.

Article 6
Costs and Expenses

6.2 Study Costs. For purposes of this Agreement, “Study Costs” means (a) the FTE Cost for the Sponsoring Party FTEs directly supporting a Combined Therapy Study where the Sponsoring Party does not engage a CRO for the conduct of such Combined Therapy Study, and (ii) the out-of-pocket costs reasonably incurred by each Party to Third Party clinical trial sites, CROs and other contractors and vendors for the conduct of the

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Combined Therapy Study (including out-of-pocket costs for sourcing any Other Therapy used in the Combined Therapy Study, project management, document management, monitoring and site management, specimen management, laboratory, imaging, investigator grants, site costs, Compound labeling and storage, electronic data capture (EDC), interactive voice response system (IVRS), cost of comparator drugs (as applicable in accordance with the applicable Protocol), consultants, contractors for the testing and screening of patients and lab costs). Study Costs shall also include the out-of-pocket costs of the PD-L1 Expression Testing (and any exploratory biomarker analysis to be conducted by BMS as specified in the Bioanalysis Plan), and the out-of-pocket costs of the Biomarker Testing (and any exploratory biomarker analysis to be conducted by the Company as specified in the Bioanalysis Plan).

6.3 Payments to Third Parties. For avoidance of doubt, Study Costs will not include Third Party License Payments by a Party or Third Party Claims. Also, for clarity, expenses incurred as described in Article 4 (regarding Manufacturing and supply) and Article 5 (regarding Patents) shall be borne or shared by the Parties as provided in such Articles, and not included in the Study Costs. Except as mutually agreed by the Parties, each Party shall be solely responsible for all of its own internal costs incurred by such Party or any of its Affiliates in connection with the conduct of the Combined Therapy Study.

Article 7
Records and Study Data

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(a) Subject to the restrictions on disclosure of the Combined Therapy Study Data to Third Parties as set forth below in this Section 7.5, the Company shall have the right to use and analyze the Combined Therapy Study Data for any purpose.

(b) The Combined Therapy Study Data shall not be disclosed to Third Parties by the Company except as follows (and otherwise as expressly permitted under the Agreement).

(i) The Company may disclose the Combined Therapy Study Data to a Bona Fide Collaborator solely for purposes of the development, regulatory approval and commercialization of the one or more compounds or products that are the subject of the bona fide contractual licensing arrangement with such Bona Fide Collaborator; provided such Bona Fide Collaborator shall be subject to the same restrictions on use and disclosure of such Combined Therapy Study Data as BMS under this Agreement; and provided further that disclosure of such Combined Therapy Study Data does not grant to such Bona Fide Collaborator any intellectual property rights in and to the BMS Technology, BMS Inventions, BMS Study Data or the BMS Compound or any Right of Cross-Reference to BMS Regulatory Documentation.

(ii) The Company may disclose the Combined Therapy Study Data to its contractors under confidentiality obligations similar to the Company’s obligations under the Agreement, solely for purposes and to the extent required for such contractors to provide services for the Company for the development, regulatory approval and/or commercialization of the Company Compounds.

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(iii) The Company may disclose the Combined Therapy Study Data (1) to Regulatory Authorities in connection with regulatory filings, (2) to investigators as necessary in connection with the Combined Therapy Study (provided that the Company shall provide BMS with at least five (5) Business Days’ notice prior to any such disclosure) and/or (3) as may be required by Applicable Law.

7.6 No Other Uses. All other uses of Study Data are limited solely to those permitted by this Agreement, and neither Party may use Study Data for any other purpose without the consent of the other Party during and after the Term.

7.7 Access to Study Data. In accordance with the terms and conditions of this Agreement and the Pharmacovigilance Agreement, the Other Party shall have access to all Study Data (including the results of the PD-L1 Expression Testing of Samples and Biomarker Testing of Samples (including de-identified patient records)) in a timely manner in accordance with Section 2.5.

7.9 NDAs and BLAs and Foreign Equivalents. Notwithstanding either Party’s ownership of (i) a Combined Therapy IND as set forth in Section 2.1(g) or (ii) Regulatory Documentation associated with a Combined

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Therapy IND, unless otherwise agreed by the Parties and reflected in writing, and pursuant to a regulatory submission strategy:

(a) The Parties (including their respective Affiliates and licensees), after top line results are provided per Section 2.4(q), will enter into good faith discussions to determine a regulatory submission strategy agreeable to both Parties for the applicable Combined Therapy indication. [***].

(b) The sponsor of record in the case of mutual agreement, or the Filing Party in the case where agreement is not reached, shall prepare all Regulatory Documentation for any new or supplemental BLA or NDA and its foreign equivalent to be filed for a Combined Therapy arising from a Combined Therapy Trial in the applicable jurisdiction outside the United States. The sponsor of record in the case of mutual agreement, or the Filing Party in the case where agreement is not reached, shall have primary responsibility, and shall have the first right but not the obligation, to file and maintain (directly or through its designee) any new or supplemental BLA or NDA and its foreign equivalent to be filed for a Combined Therapy arising from a Combined Therapy Trial for each Regulatory Authority (i.e., for each country or region) in the applicable jurisdiction outside the United States; provided that the other Party (x) shall have the right to review and comment on all such Regulatory Documentation prior to such filing, as well as communications with Regulatory Authorities, (y) shall receive a complete, final copy of such Regulatory Documentation prior to such filing, and (z) shall have the right but not the obligation to file all such Regulatory Documentation on its own behalf concurrently or at any time thereafter.

(c) For clarity, in the case of mutual agreement or in the case where agreement is not reached, each Party agrees to: (a) provide to the Filing Party prompt, reasonable consultation and assistance with the preparation, filing and submission of Regulatory Documentation with the Regulatory Authorities both in the United States and outside the United States; and (b) complete all document requests by the Filing Party reasonably required for such Regulatory Documentation, consistent with the Parties’ obligations under Sections 2.1(h), within a reasonable time period.

Article 8
Confidentiality

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8.3 Authorized Disclosure. Notwithstanding any other provision of this Agreement, each Party may disclose Confidential Information belonging to the other Party to the extent such disclosure is necessary in the following instances:

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Notwithstanding the foregoing, if a Party is required or otherwise intends to make a disclosure of the other Party’s Confidential Information pursuant to Section 8.3(b), or Section 8.3(c), it shall give advance notice to such other Party of such impending disclosure and endeavor in good faith to secure confidential treatment of such Confidential Information and/or reasonably assist the Party that owns such Confidential Information in seeking a protective order or other confidential treatment. If a Party intends to make a disclosure of the other Party’s Confidential Information pursuant to Section 9.1(a), it shall give advance notice to such other Party of such intended disclosure, and the Parties shall cooperate with respect to the timing and secure the other Party’s permission to make such disclosure taking into account the non-disclosing Party’s plans for Patent filings on Inventions in accordance with Section 5.1.

8.4 Disclosure to Ono. Notwithstanding any other provision of this Agreement, the Company hereby expressly authorizes BMS to disclose to Ono (a) the existence and terms of this Agreement, the Combined Therapy Study and the Protocols, (b) the BMS Study Data and the Combined Therapy Study Data and (c) any Confidential Information, solely as necessary for BMS to fulfill its obligations to Ono under the Ono-BMS Agreement with respect to the BMS Compound; provided that Ono is subject to written confidentiality obligations at least as restrictive as set forth herein.

(a) Except as contemplated by the proviso to the final sentence in this Section 8.5(a), neither Party may issue any external communication, including, without limitation, an initial press release to be issued by the Company, subsequent press releases, Q&As, and the content and wording for of any listing of the Combined Therapy Study required to be listed on a public database or other public registry such as www.clinicaltrials.gov unless agreed to in writing by the other Party If the Parties agree to issue an external communication, the Parties shall also agree to the content and timing of such external communication. Notwithstanding the foregoing, information contained in external communications previously approved by the Parties may be included in subsequent external communications (but not subsequent press releases, which shall be subject to review and approval by the Parties in accordance with this Section 8.5(a)) by either Party without review by, or the necessity to obtain prior approval from, the other Party. For clarity, if either Party terminates this Agreement pursuant to Section 11.3, the Parties shall mutually agree upon any external communication related to such termination, which shall not include the rationale for such termination unless (and to the extent) mutually agreed by the Parties; provided that either Party shall be permitted to publicly disclose information that such Party determines in good faith is necessary to be disclosed to comply with Applicable Law or the rules or regulations of any securities exchange on which such Party’s stock may be listed, or pursuant to an order of a court or governmental entity.

(b) The Company and BMS agree to collaborate to publicly disclose, publish or present (i) top-line results from the Combined Therapy Study, limited if possible to avoid jeopardizing the future publication of the Study Data at a scientific conference or in a scientific journal, solely for the purpose of disclosing, as soon as reasonably practicable, the safety or efficacy results and conclusions that are material to either Party under

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applicable securities laws, and (ii) the conclusions and outcomes (the “Results”) of the Combined Therapy Study at a scientific conference as soon as reasonably practicable the completion of such Combined Therapy Study, subject in the case of (ii) to the following terms and conditions. The Sponsoring Party shall take the lead in drafting the first joint abstract, presentation or publication of the interim (as appropriate) and final Results of any of the Combined Therapy Study. Thereafter, both Parties shall have the right to propose disclosure, publication or presentation of the previously disclosed Results. The Party proposing to disclose, publish or present the Results shall deliver to the other Party a copy of the proposed disclosure or publication at least thirty (30) calendar days before submission to a Third Party, or, in the case of any abstract, poster or presentation at least fifteen (15) calendar days before submission to a Third Party. The reviewing Party shall determine whether any of its Confidential Information that may be contained in such disclosure, publication, abstract, poster or presentation should be modified or deleted, whether to file a patent application on any Company Study Invention (solely with respect to the Company) or BMS Study Invention (solely with respect to BMS) or Combined Therapy Invention disclosed therein. The disclosure, publication or presentation shall be delayed for up to an additional thirty (30) calendar days (i.e., a total of up to sixty (60) calendar days from the initial proposal) if the reviewing Party reasonably requests such extension to allow time for the preparation and filing of relevant patent applications. If the reviewing Party reasonably requests modifications to the disclosure, publication, abstract, poster or presentation to prevent the disclosure of a material trade secret or proprietary business information, the publishing Party shall edit such publication to prevent the disclosure of such information prior to submission of the disclosure, publication, abstract, poster or presentation. In the event of a disagreement as to content, timing and/or venue or forum for any disclosure, publication or presentation of the Results, such dispute (a “Publication Dispute”) shall be referred to the Executive Officers (or their respective designees); provided that, in the absence of agreement after such good faith discussions, and upon expiration of the thirty (30) calendar day period (or as applicable up to sixty (60) calendar day period) as outlined above, academic collaborators engaged by the Company in connection with the performance of the Combined Therapy Study may publish Combined Therapy Study Data obtained by such academic collaborator solely to the extent that such ability to publish such Combined Therapy Study Data is set forth in an agreement between the Company and such academic collaborator relating to the conduct of Combined Therapy Study. Authorship of any publication shall be determined based on the accepted standards used in peer-reviewed academic journals at the time of the proposed disclosure, publication or presentation. The Parties agree that they shall make reasonable efforts to prevent publication of a press release that could jeopardize the future publication of Study Data at a scientific conference or in a scientific journal but in no way will this supersede the requirements of any Applicable Law or the rules or regulations of any securities exchange or listing entity on which a Party’s stock is listed.

8.6 Compliance with Sunshine Laws. For purposes of compliance with reporting obligations under Sunshine Laws, as between the Parties, the applicable Sponsoring Party will report all payments or other transfers of value (“POTV”) made by or on behalf of the Sponsoring Party related to the conduct of the Combined Therapy Study and any applicable associated contractor engagements. Interpretation of the Sunshine Laws for purposes of reporting any POTV shall be in the Sponsoring Party’s sole discretion. The Sponsoring Party will also provide the Other Party with any information reasonably requested by the Other Party for the Other Party to comply with its reporting obligations under Sunshine Laws. For purposes of this Section 8.6, “Sunshine Laws” means Applicable Laws requiring disclosure of POTVs to certain healthcare providers, entities and individuals, including Section 6002 of the Patient Protection and Affordable Health Care Act of 2010 and implementing regulations thereunder.

8.7 Patient Privacy and Data Protection

(a) Each Party shall comply with Applicable Laws relating to patient privacy and data protection. Such compliance includes obtaining, in a manner consistent with Applicable Law, consent from each Study subject to provide such subject’s personally identifiable information to the Study doctor for purposes of the study. Such information will be de-identified in accordance with the Health Insurance Portability and Accountability Act (HIPAA) and local data protection laws and will be used by the Sponsoring Party and its representatives, collaborators (including, as applicable, the Other Party and its Affiliates) and licensees for the purposes of (a) conducting the applicable Combination Therapy Study, and performing the Sample analysis required under the

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Bioanalysis Plan, including PD-L1 Expression Testing and Biomarker Testing, if any, (b) conducting research directly related to the health condition under investigation pursuant to the Protocol and related diseases, (c) using the BMS Compound and the Company Compounds in disease therapy or diagnosis, and (d) inspecting records or facilities relevant to the Combination Therapy Study. Each Party agrees that it shall not disclose in any publication, information that would reveal the identity of a subject (such as name, photograph, social security number, telephone number or address), without the written consent of such subject.

(b) Subject to the terms of this Agreement, and prior to the exchange of personal data pursuant to this Agreement, the Company and BMS shall define and finalize the responsibilities of the Parties with respect to the control, processing and transfer of personal data pursuant to this Agreement. These responsibilities shall include mutually acceptable guidelines and procedures for the processing, receipt, investigation, recordation, communication, and exchange (as between the Parties) and regulatory submission of personal data pursuant to this Agreement. Such agreed procedures shall be consistent with the General Data Protection Regulation (EU) 2016/679. All such agreed responsibilities, guidelines and procedures shall be set forth in a written data processing agreement between the Parties and supported by the appropriate mechanism for the transfer of personal data.

Article 9
Representations and Warranties

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Article 10
Insurance; Indemnification; Limitation of Liability

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Article 11
Term and Termination

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Article 12
Miscellaneous

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For the Company: BioAtla, Inc.

11085 Torreyana Road

San Diego, California 92121

Attention: Chief Executive Officer

With a copy to: Orrick Herrington & Sutcliffe LLP

Columbia Center

1152 15th Street, N.W.

Washington, D.C. 20005-1706

United States

Attn: David E. Schulman

For BMS: Bristol-Myers Squibb Company

Route 206 and Province Line Road

Princeton, NJ ###-###-####

Attention: Vice President, Business Development, Oncology

With a copy to: Bristol-Myers Squibb Company

Route 206 and Province Line Road

Princeton, NJ ###-###-####

Attention: Senior Vice President & Associate General Counsel, Transactions

Any such communication shall be deemed to have been received when delivered. It is understood and agreed that this Section 12.6 is not intended to govern the day-to-day business communications necessary between the Parties in performing their duties, in due course, under the terms of this Agreement.

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IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

Bristol-Myers Squibb Company BioAtla, Inc.

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Exhibit Index

Exhibit A: Study Plan for the Initial Studies

Exhibit B: Initial Press Release

Exhibit C: Form of Study Plan

Schedule 2.1(c) Study Site Territories

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EXHIBIT A

STUDY PLAN FOR THE INITIAL STUDIES

[***]

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EXHIBIT B

INITIAL PRESS RELEASE
[***]

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EXHIBIT C

FORM OF STUDY PLAN

[***]

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SCHEDULE 2.1(c)

STUDY SITE TERRITORIES

[***]

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