Common use of Direction of Prosecution Clause in Contracts

Direction of Prosecution. At all times Licensor will retain control of patent prosecution. However, Licensor will give Licensee the right to actively coordinate all patent prosecution efforts, subject to Licensor’s approvals. Where appropriate, the Parties will follow the following protocol. Licensee and Licensor will agree on a strategy for the prosecution and maintenance of Patent Rights, consistent with the Parties’ common interest of securing timely and cost effective protection of the Patent Rights (hereinafter the “Strategy”). Licensee will select Prosecution Counsel, subject to Licensor’s approval, which will not be unreasonably withheld. For Prosecution Counsel to serve in this capacity, it will have to enter into Licensor’s standard Outside Counsel Agreement and joint prosecution letter, which provides inter alia recognition of both Licensor and Licensee as the client. Licensee will be solely accountable for payment of fees and reimbursement of expenses to Prosecution Counsel regarding searching, preparing filing, prosecuting, and maintaining Patent Rights. Licensee will develop outlines for proposed responses to communications from patent granting authorities, which outlines will be submitted to Licensor for its approval. Licensor agrees to respond promptly to such outlines so as to avoid delays in the patent prosecution process, and to not unreasonably withhold its approval to such outlines. After approval of the outline has been given by Licensor, Licensee will work with Prosecution Counsel to develop a fully developed response. Such response will be submitted to Licensor for final approval before filing with the relevant patent granting authority. The Parties agree that they share a common legal interest to get valid enforceable patents and that Licensor will maintain as privileged all information received pursuant to this Section. Licensor will provide to Licensee complete copies of the file wrappers relating to the Patent Rights in its possession or the possession of the Prosecution Counsel used prior to the date of this Agreement. Such copies will be provided promptly after of the execution of this Agreement. Licensor will cooperate with Licensee and provide Licensee with such assistance as Licensee shall reasonably require in relation to the prosecution and maintenance of the Patent Rights and shall reasonably work with Licensee to procure the cooperation and assistance of the inventors of the inventions claimed in the Patent Rights.

Direction of Prosecution. At all times Licensor will retain control apply for, prosecute, and maintain during the term of patent prosecutionthis Agreement, the Patent Rights in the United States and in the foreign countries listed in Schedule 6.2 hereto. However, Licensor will give confer with Licensee the right to actively coordinate all patent prosecution efforts, subject to Licensor’s approvals. Where appropriate, the Parties will follow the following protocol. Licensee and Licensor will agree on develop a strategy for the prosecution and maintenance of Patent Rights. Licensor will request that copies of all documents prepared by the Prosecution Counsel for submission to governmental patent offices be provided to Licensee for review and comment prior to filing, consistent to the extent practicable under the circumstances. [***]Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Parties’ common interest Securities and Exchange Commission pursuant to Rule 406 of securing timely the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. Licensee: AEMase Inc. CONFIDENTIAL Exclusive PLA Licensee will be given reasonable opportunities to advise Licensor in the filing, prosecution, and cost effective protection maintenance of Patent Rights. At Licensee’s request and reasonably in advance of any filing, fee, or other action deadlines, Licensee shall be provided with copies of all prosecution documents relating to Patent Rights so that Licensee may have the opportunity to offer comments and remarks thereon, such comments and remarks to be given due consideration by Licensor. At its discretion, Licensor may allow Licensee to instruct Prosecution Counsel directly, provided, that (a) Licensor will maintain final authority in all decisions regarding the prosecution and maintenance of the Patent Rights Rights, (hereinafter b) Licensor may revoke this authorization to instruct Prosecution Counsel directly at any time, and (c) the “Strategy”Prosecution Counsel remains counsel to the Licensor with an appropriate contract (and shall not jointly represent Licensee unless requested by Licensee and approved by Licensor, and an appropriate engagement letter and conflict waiver are in effect). If Licensee will select wishes to instruct Prosecution Counsel directly or change Prosecution Counsel, subject Licensee may request to do so by following the Licensor’s approvalprocedures for such Licensor reserves in its sole, which will not be unreasonably withheld. For discretion the ability to change Prosecution Counsel to serve in this capacity, it will have to enter into Licensor’s standard Outside Counsel Agreement and joint prosecution letter, which provides inter alia recognition of both Licensor and Licensee as the client. Licensee will be solely accountable for payment of fees and reimbursement of expenses to Prosecution Counsel regarding searching, preparing filing, prosecuting, and maintaining Patent Rights. Licensee will develop outlines for proposed responses to communications from patent granting authorities, which outlines will be submitted to Licensor for its approval. Licensor agrees to respond promptly to such outlines so as to avoid delays in the patent prosecution process, and to not unreasonably withhold its approval to such outlines. After approval of the outline has been given approve or disapprove any requested changes by Licensor, Licensee will work with Prosecution Counsel to develop a fully developed response. Such response will be submitted to Licensor for final approval before filing with the relevant patent granting authorityLicensee. The Parties agree that they share a common legal interest to get valid enforceable patents and that Licensor Licensee will maintain as privileged all information received pursuant to this Section. Licensor will provide to Licensee complete copies of the file wrappers relating to the Patent Rights in its possession or the possession of the Prosecution Counsel used prior to the date of this Agreement. Such copies will be provided promptly after of the execution of this Agreement. Licensor will cooperate with Licensee and provide Licensee with such assistance as Licensee shall reasonably require in relation to the prosecution and maintenance of the Patent Rights and shall reasonably work with Licensee to procure the cooperation and assistance of the inventors of the inventions claimed in the Patent Rights.

Direction of Prosecution. At all times Licensor will retain control apply for, prosecute, and maintain during the term of patent prosecutionthis Agreement, the Patent Rights in the United States and in the foreign countries listed in Schedule 6.2 hereto. However, Licensor will give confer with Licensee the right to actively coordinate all patent prosecution efforts, subject to Licensor’s approvals. Where appropriate, the Parties will follow the following protocol. Licensee and Licensor will agree on develop a strategy for the prosecution and maintenance of Patent Rights. Licensor will request that copies of all documents prepared by the Prosecution Counsel for submission to governmental patent offices be provided to Licensee for review and comment prior to filing, consistent to the extent practicable under the circumstances. Licensee: Aeglea BioTherapeutics, Inc. CONFIDENTIAL Exclusive PLA The University of Texas at Austin Page 12 Agreement No. PM1401501 US 4915892v.1 Licensee will be given reasonable opportunities to advise Licensor in the filing, prosecution, and maintenance of Patent Rights. At Licensee’s request, and reasonably in advance of any filing, fee, or other action deadlines, Licensee shall be provided with copies of all prosecution documents relating to Patent Rights so that Licensee may have the Parties’ common interest of securing timely opportunity to offer comments and cost effective protection remarks thereon, such comments and remarks to be given due consideration by Licensor. At its discretion, Licensor may allow Licensee to instruct Prosecution Counsel directly, provided, that (a) Licensor will maintain final authority in all decisions regarding the prosecution and maintenance of the Patent Rights Rights, (hereinafter b) Licensor may revoke this authorization to instruct Prosecution Counsel directly at any time, and (c) the “Strategy”Prosecution Counsel remains counsel to the Licensor with an appropriate contract (and shall not jointly represent Licensee unless requested by Licensee and approved by Licensor, and an appropriate engagement letter and conflict waiver are in effect). If Licensee will select wishes to instruct Prosecution Counsel directly or change Prosecution Counsel, subject Licensee may request to do so by following the Licensor’s approval, which will not be unreasonably withheldprocedures for such. For Licensor reserves in its sole discretion the ability to change Prosecution Counsel to serve in this capacity, it will have to enter into Licensor’s standard Outside Counsel Agreement and joint prosecution letter, which provides inter alia recognition of both Licensor and Licensee as the client. Licensee will be solely accountable for payment of fees and reimbursement of expenses to Prosecution Counsel regarding searching, preparing filing, prosecuting, and maintaining Patent Rights. Licensee will develop outlines for proposed responses to communications from patent granting authorities, which outlines will be submitted to Licensor for its approval. Licensor agrees to respond promptly to such outlines so as to avoid delays in the patent prosecution process, and to not unreasonably withhold its approval to such outlines. After approval of the outline has been given approve or disapprove any requested changes by Licensor, Licensee will work with Prosecution Counsel to develop a fully developed response. Such response will be submitted to Licensor for final approval before filing with the relevant patent granting authorityLicensee. The Parties agree that they share a common legal interest to get valid enforceable patents and that Licensor Licensee will maintain as privileged all information received pursuant to this Section. Licensor will provide to Licensee complete copies of the file wrappers relating to the Patent Rights in its possession or the possession of the Prosecution Counsel used prior to the date of this Agreement. Such copies will be provided promptly after of the execution of this Agreement. Licensor will cooperate with Licensee and provide Licensee with such assistance as Licensee shall reasonably require in relation to the prosecution and maintenance of the Patent Rights and shall reasonably work with Licensee to procure the cooperation and assistance of the inventors of the inventions claimed in the Patent Rights.

Direction of Prosecution. At all times Licensor will retain control apply for, prosecute, and maintain during the term of patent prosecutionthis Agreement, the Patent Rights in the United States and in the foreign countries listed in Schedule 6.2 hereto. However, Licensor will give confer with Licensee the right to actively coordinate all patent prosecution efforts, subject to Licensor’s approvals. Where appropriate, the Parties will follow the following protocol. Licensee and Licensor will agree on develop a strategy for the prosecution and maintenance of Patent Rights. Licensor will request that copies of all documents prepared by the Prosecution Counsel for submission to governmental patent offices be provided to Licensee for review and comment prior to filing, consistent to the extent practicable under the circumstances. Licensee: Aeglea BioTherapeutics, Inc. CONFIDENTIALExclusive PLA The University of Texas at Austin Page 12 Agreement No. PM1401501 US 4915892v.1 Licensee will be given reasonable opportunities to advise Licensor in the filing, prosecution, and maintenance of Patent Rights. At Licensee’s request, and reasonably in advance of any filing, fee, or other action deadlines, Licensee shall be provided with copies of all prosecution documents relating to Patent Rights so that Licensee may have the Parties’ common interest of securing timely opportunity to offer comments and cost effective protection remarks thereon, such comments and remarks to be given due consideration by Licensor. At its discretion, Licensor may allow Licensee to instruct Prosecution Counsel directly, provided, that (a) Licensor will maintain final authority in all decisions regarding the prosecution and maintenance of the Patent Rights Rights, (hereinafter b) Licensor may revoke this authorization to instruct Prosecution Counsel directly at any time, and (c) the “Strategy”Prosecution Counsel remains counsel to the Licensor with an appropriate contract (and shall not jointly represent Licensee unless requested by Licensee and approved by Licensor, and an appropriate engagement letter and conflict waiver are in effect). If Licensee will select wishes to instruct Prosecution Counsel directly or change Prosecution Counsel, subject Licensee may request to do so by following the Licensor’s approval, which will not be unreasonably withheldprocedures for such. For Licensor reserves in its sole discretion the ability to change Prosecution Counsel to serve in this capacity, it will have to enter into Licensor’s standard Outside Counsel Agreement and joint prosecution letter, which provides inter alia recognition of both Licensor and Licensee as the client. Licensee will be solely accountable for payment of fees and reimbursement of expenses to Prosecution Counsel regarding searching, preparing filing, prosecuting, and maintaining Patent Rights. Licensee will develop outlines for proposed responses to communications from patent granting authorities, which outlines will be submitted to Licensor for its approval. Licensor agrees to respond promptly to such outlines so as to avoid delays in the patent prosecution process, and to not unreasonably withhold its approval to such outlines. After approval of the outline has been given approve or disapprove any requested changes by Licensor, Licensee will work with Prosecution Counsel to develop a fully developed response. Such response will be submitted to Licensor for final approval before filing with the relevant patent granting authorityLicensee. The Parties agree that they share a common legal interest to get valid enforceable patents and that Licensor Licensee will maintain as privileged all information received pursuant to this Section. Licensor will provide to Licensee complete copies of the file wrappers relating to the Patent Rights in its possession or the possession of the Prosecution Counsel used prior to the date of this Agreement. Such copies will be provided promptly after of the execution of this Agreement. Licensor will cooperate with Licensee and provide Licensee with such assistance as Licensee shall reasonably require in relation to the prosecution and maintenance of the Patent Rights and shall reasonably work with Licensee to procure the cooperation and assistance of the inventors of the inventions claimed in the Patent Rights.

Direction of Prosecution. At all times Licensor will retain control As of patent prosecution. Howeverand after the Effective Date, Licensor will give Licensee Surface, at its sole expense and in the right to actively coordinate all patent prosecution efforts, subject to Licensor’s approvals. Where appropriate, the Parties will follow the following protocol. Licensee name of and Licensor will agree on a strategy for the prosecution and maintenance of Patent Rights, consistent with the Parties’ common interest cooperation of securing timely Vaccinex, hereby assumes the responsibility for and cost effective protection shall maintain all control, including the selection of counsel, over the Prosecution of the Patent Rights (hereinafter the “Strategy”). Licensee will select Prosecution Counsel, subject to Licensor’s approval, which will not be unreasonably withheld. For Prosecution Counsel to serve in this capacity, it will have to enter into Licensor’s standard Outside Counsel Agreement and joint prosecution letter, which provides inter alia recognition of both Licensor and Licensee as the client. Licensee will be solely accountable for payment of fees and reimbursement of expenses to Prosecution Counsel regarding searching, preparing filing, prosecuting, and maintaining Selected Antibody Patent Rights. Licensee will develop outlines At a reasonable time prior to the contemplated filing date, but in any event not less than [***] days prior, Surface shall submit to Vaccinex for proposed responses to communications from review and comment a substantially completed draft of any patent granting authoritiesapplication hereunder before Surface’s first filing of such patent application in any jurisdiction, which outlines will be submitted to Licensor for its approval. Licensor and Vaccinex agrees to respond promptly review and provide such comments, if any, to such outlines so as Surface on an expedited basis if necessary to avoid delays in loss of patent rights. All expenses of Prosecuting such patents and patent applications shall be borne by Surface. Surface shall provide Vaccinex reports no less frequently than once per calendar year listing all patents and patent applications Prosecuted pursuant to the provisions hereof, including identification of the patents and patent applications by number and country, together with a brief description of the status of the prosecution processor patent. Surface shall permit Vaccinex to review and comment on all patent applications, and to not unreasonably withhold its approval to such outlines. After approval of the outline has been given by Licensorrelated decisions and actions under this Section 5.1(b), Licensee provided that Surface will work have all final decision-making rights over Prosecution decisions made with Prosecution Counsel to develop a fully developed response. Such response will be submitted to Licensor for final approval before filing with the relevant patent granting authority. The Parties agree that they share a common legal interest to get valid enforceable patents and that Licensor will maintain as privileged all information received pursuant to this Section. Licensor will provide to Licensee complete copies of the file wrappers relating respect to the Selected Antibody Patent Rights. If Surface determines not to file or not to continue to Prosecute any patents or patent applications within the Selected Antibody Patent Rights for any country or region such that patent rights to a Selected Antibody would terminate for that country or region, then Surface shall promptly, and in its possession or the possession of the Prosecution Counsel used any event not less than [***] days prior to the date in which a failure to file or respond would prejudice the rights of Vaccinex hereunder, notify Vaccinex in writing of such determination. Vaccinex may then Prosecute such patent or patent application at its own expense in that country or region. If Vaccinex exercises its rights under this Agreement. Such copies will be provided promptly after of Section 5.1(b) with respect to any such patent or patent application in any country or region that Surface has decided not to continue Prosecuting, the execution of licenses set forth in this Agreement. Licensor will cooperate Agreement shall become non-exclusive but with Licensee the same license consideration terms (i.e., fees, payments, royalties) as set forth in Article 4, with respect to such patent or patent application, and provide Licensee with such assistance as Licensee shall reasonably require patents issued therefrom in relation to the prosecution and maintenance of the Patent Rights and shall reasonably work with Licensee to procure the cooperation and assistance of the inventors of the inventions claimed in the Patent Rightsthat country or region.

Direction of Prosecution. At all times Licensor will retain control of patent prosecution. However, Licensor will give confer with Licensee the right to actively coordinate all patent prosecution efforts, subject to Licensor’s approvals. Where appropriate, the Parties will follow the following protocol. Licensee and Licensor will agree on develop a strategy for the prosecution and maintenance of Patent Rights. Licensor will request that copies of all documents prepared by the Prosecution Counsel for submission to governmental patent offices be provided to Licensee for review and comment prior to filing, consistent with to the Parties’ common interest extent practicable under the circumstances. At its discretion, Licensor may allow Licensee to instruct Prosecution Counsel directly, provided, that (a) Prosecution Counsel continues to provide copies of securing timely all documents to Licensor and cost effective protection allows Licensor opportunity for review and comment prior to filing; (b) Licensor will maintain final authority in all decisions regarding the prosecution and maintenance of the Patent Rights Rights; (hereinafter c) Licensor may revoke this authorization to instruct Prosecution Counsel directly at any time; and (d) the “Strategy”Prosecution Counsel remains counsel to the Licensor with an appropriate contract (and shall not jointly represent Licensee unless requested by Licensee and approved by Licensor, and an appropriate engagement letter and conflict waiver are in effect). If Licensee will select wishes to instruct Prosecution Counsel directly or change Prosecution Counsel, subject Licensee may request to do so by following the Licensor’s approval, which will not be unreasonably withheldprocedures for such. For Licensor reserves in its sole discretion the ability to change Prosecution Counsel to serve in this capacity, it will have to enter into Licensor’s standard Outside Counsel Agreement and joint prosecution letter, which provides inter alia recognition of both Licensor and Licensee as the client. Licensee will be solely accountable for payment of fees and reimbursement of expenses to Prosecution Counsel regarding searching, preparing filing, prosecuting, and maintaining Patent Rights. Licensee will develop outlines for proposed responses to communications from patent granting authorities, which outlines will be submitted to Licensor for its approval. Licensor agrees to respond promptly to such outlines so as to avoid delays in the patent prosecution process, and to not unreasonably withhold its approval to such outlines. After approval of the outline has been given approve or disapprove any requested changes by Licensor, Licensee will work with Prosecution Counsel to develop a fully developed response. Such response will be submitted to Licensor for final approval before filing with the relevant patent granting authorityLicensee. The Parties agree that they share a common legal interest to get valid enforceable patents and that Licensor Licensee will maintain as privileged all information received pursuant to this Section. Licensor will provide to Licensee complete copies of Notwithstanding the file wrappers relating to foregoing, the Patent Rights rights granted in its possession or the possession of the Prosecution Counsel used prior to the date of this Agreement. Such copies will be provided promptly after of the execution of this Agreement. Licensor will cooperate Section 6.2 shall remain with Licensee and provide Licensee with such assistance as Licensee shall reasonably require in relation to the prosecution and maintenance of the Patent Rights Licensee, and shall reasonably work with Licensee not extend to procure the cooperation and assistance any Subsidiary, Sublicensee or Affiliate without prior written consent of the inventors of the inventions claimed in the Patent RightsUniversity.

Direction of Prosecution. At all times Licensor will retain control apply for, prosecute, and maintain during the term of patent prosecutionthis Agreement, the Patent Rights in the United States and in the foreign countries listed in Schedule 6.2 hereto. However, Licensor will give confer with Licensee the right to actively coordinate all patent prosecution efforts, subject to Licensor’s approvals. Where appropriate, the Parties will follow the following protocol. Licensee and Licensor will agree on develop a strategy for the prosecution and maintenance of Patent Rights, consistent with . Licensor will request that copies of all documents prepared by the Parties’ common interest of securing timely and cost effective protection of the Patent Rights (hereinafter the “Strategy”). Licensee will select Prosecution Counsel, subject to Licensor’s approval, which will not be unreasonably withheld. For Prosecution Counsel for submission to serve in this capacitygovernmental patent offices be provided to Licensee for review and comment prior to filing, it will have to enter into Licensor’s standard Outside Counsel Agreement and joint prosecution letter, which provides inter alia recognition of both Licensor and Licensee as the clientextent practicable under the circumstances. Licensee will be solely accountable for payment of fees and reimbursement of expenses given reasonable opportunities to Prosecution Counsel regarding searching, preparing advise Licensor in the filing, prosecutingprosecution, and maintaining maintenance of Patent Rights. Licensee will develop outlines for proposed responses to communications from patent granting authorities, which outlines will be submitted to Licensor for its approval. Licensor agrees to respond promptly to such outlines so as to avoid delays in the patent prosecution processAt Licensee’s request, and reasonably in advance of any filing, fee, or other action deadlines, Licensee shall be provided with copies of all prosecution documents relating to not unreasonably withhold Patent Rights so that Licensee may have the opportunity to offer comments and remarks thereon, such comments and remarks to be given due consideration by Licensor. At its approval discretion, Licensor may allow Licensee to such outlines. After approval instruct Prosecution Counsel directly, provided, that (a) Licensor will maintain final authority in all decisions regarding the prosecution and maintenance of the outline has been given Patent Licensee: Aeglea BioTherapeutics, Inc. CONFIDENTIALExclusive PLA The University of Texas at Austin Page 12 Agreement No. PM1401501 US 4915892v.1 Rights, (b) Licensor may revoke this authorization to instruct Prosecution Counsel directly at any time, and (c) the Prosecution Counsel remains counsel to the Licensor with an appropriate contract (and shall not jointly represent Licensee unless requested by Licensee and approved by Licensor, and an appropriate engagement letter and conflict waiver are in effect). If Licensee will work with wishes to instruct Prosecution Counsel directly or change Prosecution Counsel, Licensee may request to develop a fully developed responsedo so by following the Licensor’s procedures for such. Such response will be submitted Licensor reserves in its sole discretion the ability to Licensor for final approval before filing with the relevant patent granting authoritychange Prosecution Counsel and to approve or disapprove any requested changes by Licensee. The Parties agree that they share a common legal interest to get valid enforceable patents and that Licensor Licensee will maintain as privileged all information received pursuant to this Section. Licensor will provide to Licensee complete copies of the file wrappers relating to the Patent Rights in its possession or the possession of the Prosecution Counsel used prior to the date of this Agreement. Such copies will be provided promptly after of the execution of this Agreement. Licensor will cooperate with Licensee and provide Licensee with such assistance as Licensee shall reasonably require in relation to the prosecution and maintenance of the Patent Rights and shall reasonably work with Licensee to procure the cooperation and assistance of the inventors of the inventions claimed in the Patent Rights.

Direction of Prosecution. At all times Licensor will retain control apply for, prosecute, and maintain during the term of patent prosecutionthis Agreement, the Patent Rights in the United States and in the foreign countries listed in Schedule 6.2 hereto. However, Licensor will give confer with Licensee the right to actively coordinate all patent prosecution efforts, subject to Licensor’s approvals. Where appropriate, the Parties will follow the following protocol. Licensee and Licensor will agree on develop a strategy for the prosecution and maintenance of Patent Rights, consistent with . Licensor will request that copies of all documents prepared by the Parties’ common interest of securing timely and cost effective protection of the Patent Rights (hereinafter the “Strategy”). Licensee will select Prosecution Counsel, subject to Licensor’s approval, which will not be unreasonably withheld. For Prosecution Counsel for submission to serve in this capacitygovernmental patent offices be provided to Licensee for review and comment prior to filing, it will have to enter into Licensor’s standard Outside Counsel Agreement and joint prosecution letter, which provides inter alia recognition of both Licensor and Licensee as the clientextent practicable under the circumstances. Licensee will be solely accountable for payment of fees and reimbursement of expenses given reasonable opportunities to Prosecution Counsel regarding searching, preparing advise Licensor in the filing, prosecutingprosecution, and maintaining maintenance of Patent Rights. Licensee will develop outlines for proposed responses to communications from patent granting authorities, which outlines will be submitted to Licensor for its approval. Licensor agrees to respond promptly to such outlines so as to avoid delays in the patent prosecution processAt Licensee’s request, and reasonably in advance of any filing, fee, or other action deadlines, Licensee shall be provided with copies of all prosecution documents relating to not unreasonably withhold Patent Rights so that Licensee may have the opportunity to offer comments and remarks thereon, such comments and remarks to be given due consideration by Licensor. At its approval discretion, Licensor may allow Licensee to such outlines. After approval instruct Prosecution Counsel directly, provided, that (a) Licensee: Kyn Therapeutics CONFIDENTIAL Exclusive PLA Exhibit A Licensor will maintain final authority in all decisions regarding the prosecution and maintenance of the outline has been given Patent Rights, (b) Licensor may revoke this authorization to instruct Prosecution Counsel directly at any time, and (c) the Prosecution Counsel remains counsel to the Licensor with an appropriate contract (and shall not jointly represent Licensee unless requested by Licensee and approved by Licensor, and an appropriate engagement letter and conflict waiver are in effect). If Licensee will work with wishes to instruct Prosecution Counsel directly or change Prosecution Counsel, Licensee may request to develop a fully developed responsedo so by following the Licensor’s procedures for such. Such response will be submitted Licensor reserves in its sole discretion the ability to Licensor for final approval before filing with the relevant patent granting authoritychange Prosecution Counsel and to approve or disapprove any requested changes by Licensee. The Parties agree that they share a common legal interest to get valid enforceable patents and that Licensor Licensee will maintain as privileged all information received pursuant to this Section. Licensor will provide to Licensee complete copies of the file wrappers relating to the Patent Rights in its possession or the possession of the Prosecution Counsel used prior to the date of this Agreement. Such copies will be provided promptly after of the execution of this Agreement. Licensor will cooperate with Licensee and provide Licensee with such assistance as Licensee shall reasonably require in relation to the prosecution and maintenance of the Patent Rights and shall reasonably work with Licensee to procure the cooperation and assistance of the inventors of the inventions claimed in the Patent Rights.

Direction of Prosecution. At all times Licensor will retain control As of patent prosecution. Howeverand after the Effective Date, Licensor will give Licensee Surface, at its sole expense and in the right to actively coordinate all patent prosecution efforts, subject to Licensor’s approvals. Where appropriate, the Parties will follow the following protocol. Licensee name of and Licensor will agree on a strategy for the prosecution and maintenance of Patent Rights, consistent with the Parties’ common interest cooperation of securing timely Vaccinex, hereby assumes the responsibility for and cost effective protection shall maintain all control, including the selection of counsel, over the Prosecution of the Patent Rights (hereinafter the “Strategy”). Licensee will select Prosecution Counsel, subject to Licensor’s approval, which will not be unreasonably withheld. For Prosecution Counsel to serve in this capacity, it will have to enter into Licensor’s standard Outside Counsel Agreement and joint prosecution letter, which provides inter alia recognition of both Licensor and Licensee as the client. Licensee will be solely accountable for payment of fees and reimbursement of expenses to Prosecution Counsel regarding searching, preparing filing, prosecuting, and maintaining Selected Antibody Patent Rights. Licensee will develop outlines At a reasonable time prior to the contemplated filing date, but in any event not less than [***] days prior, Surface shall submit to Vaccinex for proposed responses to communications from review and comment a substantially completed draft of any patent granting authoritiesapplication hereunder before Surface’s first filing of such patent application in any jurisdiction, which outlines will be submitted to Licensor for its approval. Licensor and Vaccinex agrees to respond promptly review and provide such comments, if any, to such outlines so as Surface on an expedited basis if necessary to avoid delays in loss of patent rights. All expenses of Prosecuting such patents and patent applications shall be borne by Surface. Surface shall provide Vaccinex reports no less frequently than once per calendar year listing all patents and patent applications Prosecuted pursuant to the provisions hereof, including identification of the patents and patent applications by number and country, together with a brief description of the status of the prosecution processor patent. Surface shall permit Vaccinex to review and comment on all patent applications, and to not unreasonably withhold its approval to such outlines. After approval of the outline has been given by Licensorrelated decisions and actions under this Section 5.1(b), Licensee provided that Surface will work have all final decision-making rights over Prosecution decisions made with Prosecution Counsel to develop a fully developed response. Such response will be submitted to Licensor for final approval before filing with the relevant patent granting authority. The Parties agree that they share a common legal interest to get valid enforceable patents and that Licensor will maintain as privileged all information received pursuant to this Section. Licensor will provide to Licensee complete copies of the file wrappers relating respect to the Selected Antibody Patent Rights. If Surface determines not to file or not to continue to Prosecute any patents or patent applications within the Selected Antibody Patent Rights for any country or region such that patent rights to a Selected Antibody would terminate for that country or region, then Surface shall promptly, and in its possession or the possession of the Prosecution Counsel used any event not less than [***] days prior to the date in which a failure to file or respond would prejudice the rights of Vaccinex hereunder, notify Vaccinex in writing of such determination. Vaccinex may then Prosecute such patent or patent application at its own expense in that country or region. If Vaccinex exercises its rights under this Agreement. Such copies will be provided promptly after of Section 5.1(b) with respect to any such patent or patent application in any country or region that Surface has decided not to continue Prosecuting, the execution of licenses set forth in this Agreement. Licensor will cooperate Agreement shall become non-exclusive but with Licensee the same license consideration terms (i.e., fees, payments, royalties) as set forth in Article ​ 4, with respect to such patent or patent application, and provide Licensee with such assistance as Licensee shall reasonably require patents issued therefrom in relation to the prosecution and maintenance of the Patent Rights and shall reasonably work with Licensee to procure the cooperation and assistance of the inventors of the inventions claimed in the Patent Rightsthat country or region.