Common use of Assignment and Recordation Clause in Contracts

Assignment and Recordation. At BII’s sole cost and expense, MABVAX will submit the appropriate assignment documents to the relevant Governmental Entity, by country, requesting that MABVAX’s entire right, title and interest in the [***] Program Patents is transferred and assigned solely to BII or a party designated by BII. MABVAX shall inform BII in writing of these above submissions, including, without limitation providing a copy of all communication sent to and received from the Governmental Entities, within two (2) weeks of their submission or receipt, and MABVAX shall on the Closing Date provide BII with a signed and notarized [***] Program Patent Assignment. MABVAX, at BII’s sole cost and expense, shall promptly execute and deliver further documents and take such further steps as may reasonably be required to vest in BII the [***] Program Patents. Upon BII’s reasonable request and at BII’s sole cost and expense, MABVAX shall execute and supply documents necessary for BII’s prosecution and maintenance of the [***] Program Patents that BII is unable to obtain without the assistance of MABVAX, including, but not limited to declarations, affidavits and inventor assignments, notarization and legalization of documents, if necessary consularization of a respective country, depose to or procure the deposing to or swearing of such documents and do any act or thing and provide any information which may be useful and necessary for the assignment of the [***] Program Patents to BII.

Assignment and Recordation. At BII’s sole cost and expense, MABVAX will submit the appropriate assignment documents to the relevant Governmental Entity, by country, requesting that MABVAX’s entire right, title and interest in the [***] Program Patents is transferred and assigned solely to BII or a party designated by BII. MABVAX shall inform BII in writing of these above submissions, including, without limitation providing a copy of all communication sent to and received from the Governmental Entities, within two (2) weeks of their submission or receipt, and MABVAX shall on the Closing Date provide BII with a signed and notarized [***] Program Patent Assignment. MABVAX, at BII’s sole cost and expense, shall promptly execute and deliver further documents and take such further steps as may reasonably be required to vest in BII the [***] Program Patents. Upon BII’s reasonable request and at BII’s sole cost and expense, MABVAX shall execute and supply documents necessary for BII’s prosecution and maintenance of the [***] Program Patents that BII is unable to obtain without the assistance of MABVAX, including, but not limited to declarations, affidavits and inventor assignments, notarization and legalization of documents, if necessary consularization of a respective country, depose to or procure the deposing to or swearing of such documents and do any act or thing and provide any information which may be useful and necessary for the assignment of the [***] Program Patents to BII.

Assignment and Recordation. At BII’s sole cost and expense, MABVAX will submit the appropriate assignment documents to the relevant Governmental Entity, by country, requesting that MABVAX’s entire right, title and interest in the [***] Program Patents is transferred and assigned solely to BII or a party designated by BII. MABVAX shall inform BII in writing of these above submissions, including, without limitation providing a copy of all communication sent to and received from the Governmental Entities, within two (2) weeks of their submission or receipt, and MABVAX shall on the Closing Date provide BII with a signed and notarized [***] Program Patent Assignment. MABVAX, at BII’s sole cost and expense, shall promptly execute and deliver further documents and take such further steps as may reasonably be required to vest in BII the [***] Program Patents. Upon BII’s reasonable request and at BII’s sole cost and expense, MABVAX shall execute and supply documents necessary for BII’s prosecution and maintenance of the [***] Program Patents that BII is unable to obtain without the assistance of MABVAX, including, but not limited to declarations, affidavits and inventor assignments, notarization and legalization of documents, if necessary consularization of a respective country, depose to or procure the deposing to or swearing of such documents and do any act or thing and provide any information which may be useful and necessary for the assignment of the [***] Program Patents to BII.. 8.6.3 BII shall be responsible for, and will pay all out-of-pockets expenses (whether incurred before or after the Closing Date) involved in notarization, authentication, legalization, and/or consularization of the signatures of BII’s representatives on [***] Patent Assignment and other [***] Patent assignment documents, by country, and recording such assignment documents with the appropriate Governmental Entities. BII will also be responsible for, and will pay all expenses (whether incurred before or after the Closing Date) involved in notarization, authentication, legalization, and/or consultation of the signatures of MABVAX’s representatives on the [***] Patent Assignment documents. 8.6.4 Local Patent Representatives. MABVAX shall have responsibility, at its own cost to: (a) With respect to the [***] Patents: notify each in writing each of its local patent representatives in the Territory within [***] of the Closing Date that: (i) the [***] Patents have been assigned to BII; and (ii) all future correspondence regarding the [***] Patents should be sent to: -19- Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED (b) [***] Forward copies of any correspondence it receives from its local patent representative or any Governmental Entities regarding the [***] Patents to BII that it receives before or after the Closing Date. 8.6.5 Maintenance of [***] Patents. MABVAX will timely pay all out-of-pocket expenses related to the maintenance of [***] Patents due between the Effective Date and the Closing Date. After the Closing Date, BII will be solely responsible for the maintenance of the TN Program [***] of [***] Patents after the Closing Date, then MABVAX will forward to BII any such bills or original invoices for payment by BII and MABVAX shall have no liability for BII’s failure to timely pay such bills or invoices. 8.6.6 Prosecution of [***] Patents. MABVAX will pay all bills and invoices for [***] Patent prosecution expenses for activities or work completed prior to the Closing Date and which relate to work performed for the benefit of MABVAX. For clarity, work, whether performed before or after the Closing Date, which relates to the transfer of the [***] Patents to BII pursuant to this Agreement shall not be “work performed for the benefit of MABVAX”. Upon BII’s written request and at BII’s expense, MABVAX will be responsible for Prosecuting the [***] Patents for up to [***] after the Closing Date; provided, however, that “Prosecuting” solely for the purposes of this Section 8.6.6 shall mean filing such documents as may be reasonably necessary to continue the pendency of a patent application for at least [***] after the filing of such document. Otherwise, BII will be responsible for Prosecuting the [***] Patents as of the Closing Date. For a period [***] after the Closing Date, MABVAX will further cooperate with and reasonably assist and provide support to BII in relation to the prosecution and maintenance of [***] Patents, at BII’s request and expense. In the event that BII does not have legal status in a [***] Patent because the recordation process has not been completed, MABVAX shall upon instruction from BII, act on BII’s behalf and at BII’s expense. 8.6.7