Common use of EXECUTION VERSION Clause in Contracts

EXECUTION VERSION. Divesting Party shall arrange for the transfer of (i) all of its rights, title and interest in any such Collaboration IP, and (ii) all substantive documentation pertaining to such former Collaboration Product, if any. Following assignment of the applicable Collaboration IP to the Non-Divesting Party (the Assigned Patents), the Non-Divesting Party shall be solely responsible for the further preparation, filing, prosecution and maintenance of any Assigned Patents at its own costs. The Divesting Party may negotiate in good faith licenses to use the Assigned Patents outside of the collaboration hereunder; the last two sentences of Section 9.1d shall apply mutatis mutandis. Should the Continuing Party decide not to file or to abandon or let lapse an Assigned Patent regarding such Unilateral Product, the Continuing Party shall notify the Opt-Out Party of such decision at least [***] calendar days prior to the expiration of any deadline relating to such activities, and the Opt-Out Party shall thereafter have the right, but not the obligation, to assume responsibility for filing, prosecuting and maintaining such Assigned Patent, at its sole expense. If the Opt-Out Party does elect to pursue such filing, prosecution or maintenance of such Assigned Patent, then it shall notify the Continuing Party of such election, and the Continuing Party shall execute such documents of transfer or assignment and perform such acts as may be reasonably necessary to preserve and transfer to the Opt-Out Party free of charge all its right, title and interest to any such Assigned Patent in such country. Biontech agrees and acknowledges that Genmab shall remain the sole owner of the DuoBody Platform and the Inert Format Technology, and that any activities by Biontech as the Non-Divesting Party under this Section 9.1f that pertains to the DuoBody Platform and/or the Inert Format Technology shall at all times be subject to Genmab’s prior consultation, review and written consent, such consent not to be unreasonably withheld.

EXECUTION VERSION. Divesting Party The Purchase and Sale Agreement shall arrange for contain the transfer following conditions to the obligation of Purchaser to consummate the Sale on the Plan Effective Date: • Entry of the Confirmation Order in form and substance, including with respect to all findings of fact and conclusions of law, reasonably satisfactory to the First Lien Lenders and Purchaser and such Confirmation Order not being subject to any stay or appeal, and Sellers shall not be in breach of the Confirmation Order, which material breach remains uncured; • Purchaser shall have obtained all Regulatory Approvals required or appropriate to operate the Business and any Non-Core Mines included in the Transferred Non-Core Assets, if applicable, including, to the extent necessary to obtain any Regulatory Approval from the applicable State or federal regulators, the Sellers and Purchaser having entered into settlements with such regulators reasonably satisfactory to Purchaser with respect to permit transfers, bonding requirements and regulatory compliance with respect to the Transferred Assets. • No Event of Default as defined in the DIP Credit Agreement shall have occurred thereunder which (i) all of its rightsgives the secured parties thereunder a termination right, title and interest in any such Collaboration IP, and (ii) all substantive documentation pertaining to as a result of which, such former Collaboration Product, if any. Following assignment secured parties shall have accelerated the repayment obligations of the applicable Collaboration IP Company and (iii) has not been waived; • Lien releases and termination statements with respect to all liens (other than permitted liens) on the Non-Divesting Party Transferred Assets; provided that lien releases shall not be required with respect to liens that are released by the Confirmation Order; • Accuracy of Sellers’ representations and warranties on the Closing Date, except where such inaccuracies would not have a material adverse effect on the Sale (the Assigned Patents), the Non-Divesting Party shall be solely responsible for the further preparation, filing, prosecution and maintenance of any Assigned Patents at its own costs. The Divesting Party may negotiate in good faith licenses except with respect to use the Assigned Patents outside typical fundamental representations of the collaboration hereunder; the last two sentences of Section 9.1d Sellers which shall apply mutatis mutandis. Should the Continuing Party decide not to file or to abandon or let lapse an Assigned Patent regarding such Unilateral Product, the Continuing Party shall notify the Opt-Out Party of such decision at least [***] calendar days prior to the expiration of any deadline relating to such activities, and the Opt-Out Party shall thereafter have the right, but not the obligation, to assume responsibility for filing, prosecuting and maintaining such Assigned Patent, at its sole expense. If the Opt-Out Party does elect to pursue such filing, prosecution or maintenance of such Assigned Patent, then it shall notify the Continuing Party of such election, and the Continuing Party shall execute such documents of transfer or assignment and perform such acts as may be reasonably necessary to preserve and transfer to the Opt-Out Party free of charge all its right, title and interest to any such Assigned Patent in such country. Biontech agrees and acknowledges that Genmab shall remain the sole owner of the DuoBody Platform and the Inert Format Technology, and that any activities by Biontech as the Non-Divesting Party under this Section 9.1f that pertains to the DuoBody Platform and/or the Inert Format Technology shall at all times be subject to Genmab’s prior consultationa “true and correct” standard); • Sellers’ compliance, review in all material respects, with their respective covenants; • Each of the mining complexes comprising a part of the Canadian Business, San Xxxx Business, Colstrip Business and written consentthe business of each Non-Core Mine included in the Transferred Assets, as applicable, will be delivered with at least the amount of (x) accounts receivable, (y) inventory and (z) operating cash, in each case, as set forth opposite the name of such consent not complex on a schedule to be unreasonably withheld.agreed; • The objection deadline shall have passed for all counterparties to Assumed Contracts to object to assignment and assumption by Purchaser, including with respect to the Cure Costs contained in the notices sent to such counterparties and set forth in the Purchase and Sale Agreement;

EXECUTION VERSION. Divesting Party shall arrange for All “Material Contracts” (i.e., those identified on an agreed schedule to the transfer Purchase and Sale Agreement, which may be a subset of Assumed Contracts and contracts of the Acquired Entities) (i) all will have been assigned to, and assumed by, Purchaser or, to the extent required, will have been novated to Purchaser or (ii) with respect to Material Contracts of its rightsan Acquired Entity, title any necessary third party consents or approvals in respect of the contemplated change in control of such Acquired Entity shall have been obtained; • The Employment Agreements (as defined below) shall each be in full force and interest effect as of the Closing; • None of the Acquired Entities shall have been entered into and remain in any such Collaboration IPthe Applicant/Violator System, unless resolved by way of settlements with applicable State and federal regulators or otherwise, in form reasonably acceptable to Purchaser; • Arrangements reasonably satisfactory to Purchaser shall be in place regarding Purchaser’s securing of permit transfers and bonding and security arrangements with respect to the Acquired Entities and the Transferred Assets; • The Bankruptcy Court shall have determined that Sellers can sell the Transferred Assets free and clear of the successor clause in the UMWA CBAs, the UMWA shall have agreed to waive/remove the successor clause in the UMWA CBAs, or the Bankruptcy Court shall have granted a motion filed by the applicable Seller pursuant to 1113(c) of the Bankruptcy Code authorizing the applicable Seller to reject the UMWA CBAs, in each case, other than in respect of the CBAs included in the Assumed Contracts; • The Bankruptcy court shall have granted motions filed by the applicable Seller (i) pursuant to section 1113 of the Bankruptcy Code terminating and/or modifying CBAs in connection with the Transferred Assets as requested by Purchaser and (ii) all substantive documentation pertaining pursuant to such former Collaboration Productsection 1114 of the Bankruptcy Code modifying retiree benefits in connection with the Transferred Assets as requested by the Purchaser; and • Since the execution of the Purchase and Sale Agreement, no material adverse effect on the Transferred Assets or the Business (including any Non-Core Mines included in the Transferred Non-Core Assets, if anyapplicable), shall have occurred. Following assignment The Purchase and Sale Agreement shall contain the following conditions to the obligations of the applicable Collaboration IP Seller to consummate the Sale on the Plan Effective Date: • Accuracy of Purchaser’s representations and warranties on the Closing Date, except where such inaccuracies would not have a material adverse effect on the Sale (except with respect to typical fundamental representations of Purchaser which shall be subject to a “true and correct” standard); • Purchaser’s compliance, in all material respects, with its respective covenants; • Entry of the Confirmation Order in form and substance, including with respect to all findings of fact and conclusions of law, reasonably satisfactory to Sellers and such Confirmation Order not being subject to any stay or appeal, and Purchaser shall not be in breach of the Confirmation Order, which material breach remains uncured; and • Purchaser shall have obtained all Regulatory Approvals required or appropriate to operate the Business (including any Non-Divesting Party (Core Mines included in the Assigned Patents), the Transferred Non-Divesting Party shall be solely responsible for Core Assets, if applicable). Termination The Purchase and Sale Agreement will contain customary termination provisions, including: (i) by agreement of each of Sellers and Purchaser; (ii) if the further preparation, filing, prosecution and maintenance of any Assigned Patents at its own costs. The Divesting Party may negotiate in good faith licenses to use the Assigned Patents outside of the collaboration hereunder; the last two sentences of Section 9.1d shall apply mutatis mutandis. Should the Continuing Party decide Closing does not to file occur on or to abandon or let lapse an Assigned Patent regarding such Unilateral Product, the Continuing Party shall notify the Opt-Out Party of such decision at least [***] calendar days prior to the expiration Outside Date; (iii) by notice from Purchaser: (1) upon a material breach by Sellers of covenants of the Purchase and Sale Agreement, RSA or the Confirmation Order, which breach (a) would cause any deadline relating to such activities, and the Opt-Out Party shall thereafter have the right, but not the obligation, to assume responsibility for filing, prosecuting and maintaining such Assigned Patent, at its sole expense. If the Opt-Out Party does elect to pursue such filing, prosecution or maintenance of such Assigned Patent, then it shall notify the Continuing Party of such election, and the Continuing Party shall execute such documents of transfer or assignment and perform such acts as may be reasonably necessary to preserve and transfer Purchaser’s conditions to the Opt-Out Party free of charge all its right, title and interest to any such Assigned Patent in such country. Biontech agrees and acknowledges that Genmab shall remain the sole owner of the DuoBody Platform and the Inert Format Technology, and that any activities by Biontech as the Non-Divesting Party under this Section 9.1f that pertains to the DuoBody Platform and/or the Inert Format Technology shall at all times be subject to Genmab’s prior consultation, review and written consent, such consent Closing not to be unreasonably withheld.satisfied; provided that Purchaser is not itself then in material breach and (b) has not been cured within ten (10) business days; (2) upon any of Sellers entering into any material agreement, including any definitive purchase agreement, in furtherance of or with respect to a successful bid for the Core Assets (pursuant to the Bidding Procedures Order) with any party other than Purchaser; (3) upon the dismissal or conversion of any of the Chapter 11 Cases; (4) upon the appointment of a trustee or examiner with expanded powers; (5) upon failure to meet Milestones (unless waived pursuant to the RSA); (6) upon permanent denial of required Regulatory Approvals; or (7) upon any declaration of an Event of Default under the DIP Credit Agreement that is not waived, cured or determined by the Bankruptcy Court not to be an Event of Default; (iv) by written notice from Sellers upon a material breach by Purchaser of any representation, warranty, covenant or agreement in the Purchase and Sale Agreement or the Confirmation Order, which breach (a) would cause any of Sellers’ conditions to the Closing not to be satisfied; provided that none of Sellers is itself then in material breach and (b) has not been cured within ten (10) business days; or

EXECUTION VERSION. Divesting Party shall arrange for the transfer of (ib) all of its rights, title and interest in any such Collaboration IP, and (ii) all substantive documentation pertaining to such former Collaboration Product, if any. Following assignment of the applicable Collaboration IP to If the Non-Divesting Proposing Party provides notice within sixty (60) days after the Assigned Patentsdate of the Proposing Party’s proposal that it believes that Development of the Product for the proposed Additional Indication would satisfy the Additional Indication Rejection Condition, the determination specified in Section 4.5(f) shall be made. Within thirty (30) days after a determination (if a determination is requested) is made pursuant to Section 4.5(f) if such determination is that the Additional Indication Rejection Condition is not satisfied or within such sixty (60) day period (during which the Parties are discussing the proposal) if no such determination is requested, the Non-Proposing Party shall elect whether to participate in the Development of such Additional Indication by written notice to the Proposing Party. (c) If the Non-Proposing Party elects to participate, the Parties will be obligated to jointly Develop the Product in such Additional Indication in accordance with this Article 4, provided that [***] of the internal costs (at the FTE Rate) and external costs incurred by the Parties for Developing the Product for such Additional Indication under an agreed budget. For clarity, if ChemoCentryx is the Proposing Party, VIT will not be required to pay any costs incurred for Development activities for the Product for an Additional Indication that are conducted solely to satisfy requirements for Regulatory Approval of the Product outside the VIT Territory, if such requirements are in addition to requirements of the FDA and EMA. (d) In such event, the Parties shall amend the Development Plan to include the applicable Development activities and submit such amended Development Plan, and an associated budget, to the JSC for review and approval, and all resulting Licensed ChemoCentryx Data or Licensed VIT Data, as applicable, will be available for use by the Parties as permitted by this Agreement. (e) If the Non-Proposing Party does not elect to participate in such Development under Section 4.5(b) with respect to the proposed Additional Indication and the JSC does not determine pursuant to Section 4.5(f) that the Additional Indication Rejection Condition is satisfied, the Proposing Party shall amend the Development Plan to include such development, and upon the JSC’s approval of such amended Development Plan, may proceed with the Development of such Additional Indication and will be solely responsible for the conduct and costs of such Development. In such case, unless VIT receives rights pursuant to Section 4.5(h), if VIT is the Non-Proposing Party, such Additional Indication will be removed from the Field (but may be added back to the Field upon Buy-In under Section 4.5(h)). If the Non-Proposing Party does not elect to participate under Section 4.5(b) or Buy In under Section 4.5(h), the Non-Divesting Proposing Party shall be solely responsible for the further preparation, filing, prosecution and maintenance of any Assigned Patents at its own costs. The Divesting Party may negotiate in good faith licenses will have no rights to use any resulting Data, except that it will have the Assigned Patents right to use resulting Licensed ChemoCentryx Data or Licensed VIT Data, as applicable, to the extent necessary to comply with such Party’s regulatory reporting and compliance obligations, including safety reporting obligations, in its respective territory (for VIT, in the VIT Territory and for ChemoCentryx, outside of the collaboration hereunder; VIT Territory) at no cost to the last two sentences Non-Proposing Party. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (f) If the Non-Proposing Party believes a proposed Additional Indication would likely have (i) a material adverse effect on the ability to Commercialize or Develop the Product for any Indication in the Field for which the Product has been, is planned to be or is being Developed or Commercialized in the VIT Territory as to VIT, or outside the VIT Territory as to ChemoCentryx, (ii) a material adverse effect on Pricing or Reimbursement Approval in the VIT Territory as to VIT, or outside the VIT Territory as to ChemoCentryx, or (iii) a material adverse effect on the regulatory status of Section 9.1d shall apply mutatis mutandis. Should the Continuing Party decide not Product in the Field in the VIT Territory as to file VIT, or outside the VIT Territory as to abandon ChemoCentryx (a proposed Additional Indication likely having an effect described in clause (i), (ii) or let lapse an Assigned Patent regarding such Unilateral Product(iii) , the Continuing “Additional Indication Rejection Condition”), such Non-Proposing Party will have the right to refer such matter to the JSC in writing to determine whether the Additional Indication Rejection Condition is satisfied, as provided under Section 3.4. (g) If the Non-Proposing Party does not exercise its rights under Section 4.5(b) or (h), then the Proposing Party and its Affiliates may not, themselves or with or through any Third Party, Develop or Commercialize the Product in the Additional Indication in the Non-Proposing Party’s territory (i.e., the VIT Territory if ChemoCentryx is the Proposing Party, and outside the VIT Territory if VIT is the Proposing Party). (h) The Non-Proposing Party will have the right to “Buy In” to co-fund Development in accordance with the Development Plan for any Additional Indication for the Product for which the Non-Proposing Party declined previously to co-fund under Section 4.5(b) by written notice to the Proposing Party, following receipt of a budget and summary of costs incurred to date for such Development. If the Buy In is exercised before the first data read, the Non-Proposing party shall notify pay the Opt-Out Proposing Party of such decision at least an amount equal to [***] calendar days of the internal costs (at the FTE Rate) and the external costs the Proposing Party incurred to Develop the Product for such Additional Indication in accordance with the Development Plan prior to the expiration of any deadline relating to such activities, and the Opt-Out Party shall thereafter have the right, but not the obligation, to assume responsibility for filing, prosecuting and maintaining such Assigned Patent, at its sole expenseBuy In. If the Opt-Out Party does elect to pursue such filingBuy In is exercised after the first data read, prosecution or maintenance of such Assigned Patent, then it shall notify the Continuing Party of such election, and the Continuing Party shall execute such documents of transfer or assignment and perform such acts as may be reasonably necessary to preserve and transfer to the Opt-Out Party free of charge all its right, title and interest to any such Assigned Patent in such country. Biontech agrees and acknowledges that Genmab shall remain the sole owner of the DuoBody Platform and the Inert Format Technology, and that any activities by Biontech as the Non-Divesting Proposing party shall pay the Proposing Party an amount equal to [***] of the internal costs (at the FTE Rate) and the external costs the Proposing Party incurred to conduct such Additional Indication in accordance with the Development Plan prior to the Buy In, plus a premium of [***] of such amount (i.e., a total of [***]). In each case, the Non-Proposing Party would pay [***] of all costs incurred by the Proposing Party to Develop such Additional Indication after such Buy In, to the extent applicable, in accordance with the Development Plan and an agreed budget. (i) After notice of a Non-Proposing Party of its interest in a Buy In pursuant to Section 4.5(h), the Proposing Party and its Affiliates will promptly provide the Non-Proposing Party with any relevant information regarding the Additional Indication and any filings with the Regulatory Authorities regarding the Product for such Additional Indication as reasonably requested by the Non-Proposing Party. In addition, the Proposing Party shall cause its Affiliates and licensees/sublicensees to comply with this Section 4.5(i). *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (j) For all amounts owed by one Party to the other Party under this Section 9.1f 4.5, the Party that pertains to incurred any such amounts will provide the DuoBody Platform and/or other Party with an invoice and reasonable documentation for such other Party’s share of such expenses, on a Calendar Quarterly basis, which invoice the Inert Format Technology other Party shall at all times be pay within thirty (30) days after receipt thereof, unless subject to Genmab’s prior consultationa bona fide dispute. If both Parties incur costs, review the JSC will establish a procedure for sharing and written consent, such consent not to be unreasonably withheldreconciling costs.

EXECUTION VERSION. Divesting Party (b) If after reasonable discussion and good faith consideration of each Party’s view on a particular matter before the JSC, the representatives of the Parties cannot reach an agreement as to such matter within five (5) Business Days after such matter was brought to the JSC for resolution or after such matter has been referred to the JSC, such disagreement shall arrange be referred to the Chief Executive Officer of ChemoCentryx and the Chief Executive Officer of VIT (collectively, the “Executive Officers”) for resolution. (c) If the transfer Executive Officers cannot resolve such matter within thirty (30) days after such matter has been referred to them, then if such matter relates to the Development of the Product, including the content of the Development Plan and whether to develop the Product for a particular Indication in the Field, then ChemoCentryx shall be entitled to make the final decision, provided that ChemoCentryx shall not amend the Development Plan in a manner that (i) all of its rights, title would result in the clinical Development strategy therein being insufficient to satisfy requirements for Regulatory Approval by the EMA in the Initial Indications and interest in any such Collaboration IP, and Additional Indication included therein or (ii) all substantive documentation pertaining fails to such former Collaboration Product, if any. Following assignment comply with the scientific advice provided by the EMA for Regulatory Approval of the applicable Collaboration IP Product in an Indication included in the Development Plan, to the Non-Divesting Party (extent such advice can be technically implemented. If VIT reasonably believes that any amendment to the Assigned Patents)Development Plan would materially adversely affect the safety and efficacy profile of the Product in the VIT Territory, or that any Additional Indication proposed by ChemoCentryx would satisfy the Additional Indication Rejection Condition, the Non-Divesting Parties shall appoint a mutually agreed independent Third Party scientific expert to evaluate and advise the Parties on the effect of such amendment on the safety and efficacy profile of the Product in the VIT Territory or whether such Additional Indication satisfies the Additional Indication Rejection Condition, which advice ChemoCentryx shall be solely responsible for the further preparation, filing, prosecution and maintenance of any Assigned Patents at its own costs. The Divesting Party may negotiate consider in good faith licenses to use the Assigned Patents outside of the collaboration hereunderin exercising its final decision-making authority; the last two sentences of Section 9.1d shall apply mutatis mutandis. Should the Continuing Party decide not to file or to abandon or let lapse an Assigned Patent regarding provided that if such Unilateral Product, the Continuing Party shall notify the Opt-Out Party of such decision at least issue [***] calendar days prior to ], the expiration of any deadline relating to such activities, and Parties shall resolve the Opt-Out Party shall thereafter have the right, but not the obligation, to assume responsibility for filing, prosecuting and maintaining such Assigned Patent, at its sole expense. If the Opt-Out Party does elect to pursue such filing, prosecution or maintenance of such Assigned Patent, then it shall notify the Continuing Party of such election, and the Continuing Party shall execute such documents of transfer or assignment and perform such acts dispute as may be reasonably necessary to preserve and transfer to the Opt-Out Party free of charge all its right, title and interest to any such Assigned Patent set forth in such country. Biontech agrees and acknowledges that Genmab shall remain the sole owner of the DuoBody Platform and the Inert Format Technology, and that any activities by Biontech as the Non-Divesting Party under this Section 9.1f that pertains to the DuoBody Platform and/or the Inert Format Technology shall at all times be subject to Genmab’s prior consultation, review and written consent, such consent not to be unreasonably withheld15.4.

EXECUTION VERSION. Divesting If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying Party shall arrange have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary damages, that provides for the transfer payment of (i) all of its rightsmonetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to Section 9.2, title and interest in any such Collaboration IP, and (ii) all substantive documentation pertaining or that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such former Collaboration ProductIndemnified Party of a release from all liability in respect to such claim or litigation). The Indemnifying Party shall have full control of such defense and proceedings, if any. Following assignment including any compromise or settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the applicable Collaboration IP to the Non-Divesting Party (the Assigned Patents)Indemnified Party, the Non-Divesting Party shall be solely responsible for the further preparation, filing, prosecution and maintenance of at any Assigned Patents at its own costs. The Divesting Party may negotiate in good faith licenses to use the Assigned Patents outside of the collaboration hereunder; the last two sentences of Section 9.1d shall apply mutatis mutandis. Should the Continuing Party decide not to file or to abandon or let lapse an Assigned Patent regarding such Unilateral Product, the Continuing Party shall notify the Opt-Out Party of such decision at least [***] calendar days time prior to the expiration Indemnifying Party’s delivery of the notice referred to in the first sentence of this clause (i), file any deadline relating motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests; and provided, further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. Counsel for the Indemnifying Party, who shall conduct the defense of such activitiesThird Party Claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Opt-Out Indemnified Party may participate in such defense at such party’s expense unless (w) the Indemnifying Party has agreed in writing to pay such fees or expenses, (x) the Indemnifying Party shall thereafter have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Indemnified Party hereunder and employ counsel reasonably satisfactory to the Indemnified Party, (y) the Indemnified Party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the Indemnifying Party, or (z) in the reasonable judgment of any such person (based upon advice of its counsel) a conflict of interest may exist between such person and the Indemnifying Party with respect to such claims (in which case, if the person notifies the Indemnifying Party in writing that such person elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right, but not the obligation, right to assume responsibility for filing, prosecuting and maintaining such Assigned Patent, at its sole expense. If the Opt-Out Party does elect to pursue such filing, prosecution or maintenance defense of such Assigned Patent, then it shall notify the Continuing Party claim on behalf of such electionperson). Notwithstanding the foregoing, and the Continuing Indemnified Party shall execute such documents of transfer or assignment and perform such acts as may be reasonably necessary to preserve and transfer to take over the Opt-Out Party free of charge all its right, title and interest to any such Assigned Patent in such country. Biontech agrees and acknowledges that Genmab shall remain the sole owner control of the DuoBody Platform and the Inert Format Technology, and that defense or settlement of a Third Party Claim at any activities by Biontech as the Non-Divesting time if it irrevocably waives its right to indemnity under Section 9.2 with respect to such Third Party under this Section 9.1f that pertains to the DuoBody Platform and/or the Inert Format Technology shall at all times be subject to Genmab’s prior consultation, review and written consent, such consent not to be unreasonably withheldClaim.

EXECUTION VERSION. Divesting the date of receipt of such request from Party shall arrange for B (provided that the transfer of (i) all of its rights, title and interest in any such Collaboration IP, and (ii) all substantive documentation pertaining to such former Collaboration Product, if any. Following assignment of the applicable Collaboration IP to the Non-Divesting Party (the Assigned PatentsBlock Borrow Period has not commenced), the Non-Divesting Secured Party shall be solely responsible for the further preparation, filing, prosecution and maintenance of any Assigned Patents at its own costs. The Divesting inform Party may negotiate in good faith licenses to use the Assigned Patents outside B of the collaboration hereunder; Borrowing Fee and if Party B notifies the last two sentences Secured Party in writing that it wishes to continue with the request (the date of Section 9.1d shall apply mutatis mutandis. Should the Continuing Party decide not to file or to abandon or let lapse an Assigned Patent regarding delivery of such Unilateral Productnotice, the Continuing “Request Date”), the Secured Party shall notify use all commercially reasonable endeavours to return such Equivalent Collateral to Party B’s Custodian within 10 Exchange Business Days of the Opt-Out Request Date and shall in any event (other than as further provided below) return such Equivalent Collateral to Party B’s Custodian within 20 Exchange Business Days of such decision at least [***] calendar days prior to the expiration of any deadline relating to such activitiesRequest Date; provided, and however, that, notwithstanding the Opt-Out foregoing, Party shall thereafter have the right, but not the obligation, to assume responsibility for filing, prosecuting and maintaining such Assigned Patent, at its sole expense. If the Opt-Out Party does elect to pursue such filing, prosecution or maintenance of such Assigned Patent, then it shall notify the Continuing Party of such election, and the Continuing Party shall execute such documents of transfer or assignment and perform such acts as may be reasonably necessary to preserve and transfer to the Opt-Out Party free of charge all its right, title and interest to any such Assigned Patent in such country. Biontech B agrees and acknowledges that Genmab the Secured Party shall remain not be required to return any Equivalent Collateral during the sole owner Block Borrow Period. For the avoidance of doubt, upon return, Paragraph 2(c) shall not apply to such return and such Equivalent Collateral shall cease to comprise Equivalent Collateral and shall instead immediately constitute Posted Collateral for the purposes of this Deed. For purposes of the DuoBody Platform obligation to Transfer Eligible Credit Support or Posted Credit Support pursuant to Paragraphs 3, 5 and the Inert Format Technology, 6 and that any activities by Biontech as the Non-Divesting Party rights or remedies authorised under this Section 9.1f that pertains to the DuoBody Platform and/or the Inert Format Technology shall at Agreement, all times Posted Collateral will be subject to Genmab’s prior consultation, review and written consent, such consent not deemed to be unreasonably withheld.held in accordance with Paragraph 4(b) (as amended below), regardless of whether the Secured Party has exercised its Right of Use with respect to any Posted Collateral pursuant to sub-paragraphs (1) or (2) above. Upon exercise of the Right of Use by the Secured Party in relation to any Posted Collateral: