Common use of Intellectual Property Enforcement Clause in Contracts

Intellectual Property Enforcement. 17.1 A Party shall notify the other of any information it has regarding any Third Party infringement of any of the TRACERx IP in so far as such infringements are related to any products, services or processes. 17.2 In respect of any alleged, threatened or actual infringement or misuse of the TRACERx IP (“Enforcement Action”) the following, shall apply: 17.2.1 AchillesTx shall have the first right to determine whether or not it wishes to bring proceedings for the Enforcement Action. If AchillesTx elects not to bring proceedings itself, then AchillesTx and CRT shall in good faith discuss and consider whether to bring proceedings for the Enforcement Action within [***] of becoming aware of the Enforcement Action (which may be extended with mutual agreement). If, at the end of this period, CRT wishes to bring proceedings for the Enforcement Action, it may do so; 17.2.2 where AchillesTx, in exercising its right under Clause 17.2.1, decides to enforce or bring proceedings for infringement or misuse of any of the TRACERx Patents or other Intellectual Property licensed hereunder, then: 17.2.2.1 at AchillesTx’s expense, AchillesTx shall have the right to control, direct and conduct such proceedings including their settlement (provided that any admission of fault on the part of CRT, shall not be made by AchillesTx without CRT’s prior written consent, such consent not to be unreasonably withheld or delayed); Table of Contents STRICTLY PRIVATE AND CONFIDENTIAL 17.2.2.2 CRT shall allow and obtain the right for AchillesTx’s legal representatives to conduct any litigation in the name of the patent proprietor (i) where required by law in the country of the Enforcement Action or (ii) to the extent beneficial to the enforcement or relief sought; and (iii) in doing so CRT shall do (or not do) all such things as are reasonably directed by AchillesTx to enable AchillesTx to control, direct and conduct such proceedings provided that AchillesTx indemnifies the patent proprietor and/or its affiliates (and any of CRT, its Affiliates, UCL, UCLB, the UCL Group, the Xxxxx or the XX Xxxxx Laboratory who are named as a party in any such proceedings) for any liabilities to the Third Party against whom such proceedings were brought (in respect of their recovery of costs, damages, expenses or other liability) awarded against the patent proprietor and/or its affiliates (and any of CRT, its Affiliates, UCL, UCLB, the UCL Group, the Xxxxx or the XX Xxxxx Laboratory who are named as a party in any such proceedings) directly as a result of assisting AchillesTx control, direct and conduct such proceedings subject to Clause 16.12 (it being acknowledged that the patent proprietor and its affiliates shall have the right to be separately advised [***]. AchillesTx shall pay the patent proprietor’s and/or its affiliates’ (and any of CRT’s, its Affiliates’, UCL’s, UCLB’s, the UCL Group’s, the Xxxxx’x or the XX Xxxxx Laboratory’s who are named as a party in any such proceedings) costs for any reasonable (economy) travel and reasonable subsistence costs incurred by the patent proprietor and/or its affiliates as a result of assisting AchillesTx under this Clause 17.2.2.2; 17.2.2.3 CRT shall do all such things as are reasonably directed by AchillesTx to assist or enable AchillesTx to control, direct, settle (subject to Clause 17.2.2.1) and conduct such proceedings; 17.2.2.4 AchillesTx shall have the right to nominate, change or amend any Purple Book Reference and CRT shall co-operate, and use best endeavours to procure the co-operation of all other patent proprietors in such nomination, change or amendment to list any of the TRACERx Patents if AchillesTx wishes to do so; and, 17.2.2.5 AchillesTx shall keep CRT promptly and fully informed of any and all steps and events in any proceedings (including promptly responding to any requests for information and allowing CRT to attend any meetings) and shall give due consideration to any reasonable comments and suggestions of CRT with respect to such Enforcement Action; Table of Contents STRICTLY PRIVATE AND CONFIDENTIAL 17.2.3 CRT shall keep AchillesTx promptly and fully informed of any and all steps and events in any proceedings (including promptly responding to any requests for information and allowing AchillesTx to attend any meetings) which are not being directed or controlled by AchillesTx relating to any of the TRACERx Patents or other Intellectual Property licensed hereunder and shall give due consideration to any reasonable comments and suggestions of AchillesTx with respect to such action; 17.2.4 any recovery of damages or other financial remedy obtained in respect of the Enforcement Action shall, after deduction of [***] hereunder, be treated as Net Sales; and, 17.2.5 any defence of the validity of the TRACERx Patents, where validity is put in issue after commencement of proceedings for the Enforcement Action shall, notwithstanding the provisions of Clause 16, be subject to this Clause 17.

Intellectual Property Enforcement. 17.1 A Party shall notify the other 6.1 The provisions of any information it has regarding any Third Party infringement of any clause 17 of the TRACERx IP 2016 Licence Agreement shall apply to the LOHHLA Patents save as expressly set out below and subject to the following amendments that shall apply specifically and only in respect of infringement by Third Parties of the LOHHLA Patents in the Exclusive Fields: 6.1.1 Clause 17.2.1 of the 2016 Licence Agreement shall, in respect of LOHHLA Patents, be deemed to be replaced with the following provisions: 17.2.1 If such Enforcement Action, in so far as such infringements are related it concerns the LOHHLA Patents, is solely within the scope of AchillesTx’s exclusive licence to any productsthe LOHHLA Patents, services or processes. 17.2 In respect of any alleged, threatened or actual infringement or misuse of the TRACERx IP (“Enforcement Action”) the following, shall apply: 17.2.1 AchillesTx shall have the first right to determine whether or not it wishes to bring proceedings for the Enforcement Action. If AchillesTx elects not to bring proceedings itself, then AchillesTx and CRT shall in good faith discuss and consider whether to bring proceedings for the Enforcement Action within [***] days of becoming aware of the Enforcement Action (which may be extended with mutual agreement). If, at the end of this period, CRT wishes to bring proceedings for the Enforcement Action, it may do so;” 17.2.2 where AchillesTx6.1.2 Clause 17.2.3 of the 2016 Licence Agreement shall, in exercising its right under Clause 17.2.1respect of LOHHLA Patents, decides be deemed to enforce or bring proceedings for infringement or misuse of any be replaced with the following provisions: 17.2.3 If such Enforcement Action, in so far as it concerns the LOHHLA Patents, is not solely within the scope of the TRACERx Patents or other Intellectual Property licensed hereunderexclusive licence to the LOHHLA Patents, then: 17.2.2.1 at AchillesTx’s expense, AchillesTx CRT shall have the right (but not the obligation) to control, direct and conduct such proceedings including their settlement (provided that any admission of fault on the part of CRT, shall not be made by AchillesTx without CRT’s prior written consent, such consent not to be unreasonably withheld or delayed); Table of Contents STRICTLY PRIVATE AND CONFIDENTIAL 17.2.2.2 CRT shall allow and obtain the right for AchillesTx’s legal representatives to conduct any litigation in the name of the patent proprietor (i) where required by law in the country of the Enforcement Action or (ii) to the extent beneficial to the enforcement or relief sought; and (iii) in doing so CRT shall do (or not do) all such things as are reasonably directed by AchillesTx to enable AchillesTx to control, direct and conduct such proceedings provided that AchillesTx indemnifies the patent proprietor and/or its affiliates (and any of CRT, its Affiliates, UCL, UCLB, the UCL Group, the Xxxxx or the XX Xxxxx Laboratory who are named as a party in any such proceedings) for any liabilities to the Third Party against whom such proceedings were brought (in respect of their recovery of costs, damages, expenses or other liability) awarded against the patent proprietor and/or its affiliates (and any of CRT, its Affiliates, UCL, UCLB, the UCL Group, the Xxxxx or the XX Xxxxx Laboratory who are named as a party in any such proceedings) directly as a result of assisting AchillesTx control, direct and conduct such proceedings subject to Clause 16.12 (it being acknowledged that the patent proprietor and its affiliates shall have the right to be separately advised [***]. AchillesTx shall pay the patent proprietor’s and/or its affiliates’ (and any of CRT’s, its Affiliates’, UCL’s, UCLB’s, the UCL Group’s, the Xxxxx’x or the XX Xxxxx Laboratory’s who are named as a party in any such proceedings) costs for any reasonable (economy) travel and reasonable subsistence costs incurred by the patent proprietor and/or its affiliates as a result of assisting AchillesTx under this Clause 17.2.2.2; 17.2.2.3 CRT shall do all such things as are reasonably directed by AchillesTx to assist or enable AchillesTx to control, direct, settle (subject to Clause 17.2.2.1) and conduct such proceedings; 17.2.2.4 AchillesTx shall have the right to nominate, change or amend any Purple Book Reference and CRT shall co-operate, and use best endeavours to procure the co-operation of all other patent proprietors in such nomination, change or amendment to list any of the TRACERx Patents if AchillesTx wishes to do so; and, 17.2.2.5 AchillesTx shall keep CRT promptly and fully informed of any and all steps and events in any proceedings (including promptly responding to any requests for information and allowing CRT to attend any meetings) and shall give due consideration to any reasonable comments and suggestions of CRT with respect to such Enforcement Action; Table . In respect of Contents STRICTLY PRIVATE AND CONFIDENTIAL 17.2.3 any Enforcement Action controlled by CRT, whether pursuant to clause 17.2.1 or 17.2,3, CRT shall keep AchillesTx promptly and fully informed of any and all steps and events in any proceedings (including through promptly responding to any requests for information and allowing AchillesTx to attend any meetings) which are not being directed or controlled by AchillesTx relating to any of the TRACERx Patents or other Intellectual Property licensed hereunder and shall give due consideration to any reasonable comments and suggestions of AchillesTx with respect to such action; 17.2.4 any recovery of damages or other financial remedy obtained in respect of the Enforcement Action shall, after deduction of [***] hereunder, be treated as Net Sales; and, 17.2.5 any defence of the validity of the TRACERx Patents, where validity is put in issue after commencement of proceedings for the Enforcement Action shall, notwithstanding the provisions of Clause 16, be subject to this Clause 17.allowing

Intellectual Property Enforcement. 17.1 19.1 A Party shall notify the other of any information it has regarding any Third Party infringement of any of the TRACERx IP Intellectual Property licensed under or pursuant to this Agreement in so far as such infringements are related to any products, services or processes. 17.2 19.2 In respect of any alleged, threatened or actual infringement or misuse of the TRACERx IP Intellectual Property licensed or sub-licensed hereunder (“Enforcement Action”) the following, subject to Clause 19.3, shall apply: 17.2.1 AchillesTx 19.2.1 Autolus shall have the first right to determine whether or not it wishes to bring proceedings for the Enforcement Action. If AchillesTx Action and only if Autolus elects not to bring proceedings itself, then AchillesTx and CRT itself shall in good faith discuss and consider UCLB have the right to decide whether or not to bring proceedings for the Enforcement Action within [***] (but in doing so UCLB shall have regard to the advice and recommendations of becoming aware of the Enforcement Action (which may be extended with mutual agreementAutolus). If, at the end of this period, CRT wishes to bring proceedings for the Enforcement Action, it may do so; 17.2.2 19.2.2 where AchillesTxAutolus, in exercising its right under Clause 17.2.119.2.1, decides to enforce or bring proceedings for infringement or misuse of any of the TRACERx Licensed Patents or other Intellectual Property licensed hereunder, then: 17.2.2.1 (i) at AchillesTxAutolus’s expense, AchillesTx Autolus shall have the right to control, direct and conduct such proceedings including their settlement proceedings; (provided that any admission of fault on the part of CRT, shall not be made by AchillesTx without CRT’s prior written consent, such consent not to be unreasonably withheld or delayed); Table of Contents STRICTLY PRIVATE AND CONFIDENTIAL 17.2.2.2 CRT ii) UCLB shall allow and obtain the right for AchillesTxAutolus’s legal representatives to conduct any litigation in the UCLB’s name of the patent proprietor (i) where required by law in the country of the Enforcement Action or (ii) to the extent beneficial to the enforcement or relief sought; and (iii) in doing so CRT UCLB shall do (or not do) all such things as are reasonably directed by AchillesTx Autolus to enable AchillesTx Autolus to control, direct and conduct such proceedings provided that AchillesTx Autolus indemnifies the patent proprietor UCLB and/or its affiliates (and any of CRT, its Affiliates, UCL, UCLB, the UCL Group, the Xxxxx or the XX Xxxxx Laboratory who are named as a party in any such proceedings) Affiliates for any liabilities to the Third Party against whom such proceedings were brought (in respect of their recovery of costs, damages, expenses or other liability) awarded against the patent proprietor liability incurred by UCLB and/or its affiliates (and any of CRT, its Affiliates, UCL, UCLB, the UCL Group, the Xxxxx or the XX Xxxxx Laboratory who are named as a party in any such proceedings) Affiliates directly as a result of assisting AchillesTx Autolus control, direct and conduct such proceedings subject to Clause 16.12 18.9 (it being acknowledged that the patent proprietor and its affiliates UCLB shall have the right to be separately advised [***](but not represented before the proceedings) by its own counsel at UCLB’s own expense). AchillesTx Autolus shall pay the patent proprietorUCLB’s and/or its affiliatesAffiliates’ (and any of CRT’s, its Affiliates’, UCL’s, UCLB’s, the UCL Group’s, the Xxxxx’x or the XX Xxxxx Laboratory’s who are named as a party in any such proceedings) costs for any reasonable (economy) travel and reasonable subsistence costs incurred by the patent proprietor UCLB and/or its affiliates Affiliates as a result of assisting AchillesTx Autolus under this Clause 17.2.2.2(ii); 17.2.2.3 CRT (iii) UCLB shall use its reasonable endeavours to procure that UCL and MP shall do all such things as are reasonably directed by AchillesTx Autolus to assist or enable AchillesTx Autolus to control, direct, settle (subject to Clause 17.2.2.1) direct and conduct such proceedings; 17.2.2.4 AchillesTx (iv) Autolus shall have the right to nominate, change or amend any Purple Book Reference and CRT UCLB shall co-operate, and use best endeavours to procure the co-operation of all other patent proprietors operate in such nomination, change or amendment to list any of the TRACERx Licensed Patents if AchillesTx Autolus wishes to do so; and, 17.2.2.5 AchillesTx (v) Autolus shall keep CRT UCLB promptly and fully informed of any and all steps and events in any proceedings (including promptly responding to any requests for information and allowing CRT UCLB to attend any meetings) and shall give due consideration to any reasonable comments and suggestions of CRT UCLB with respect to such Enforcement Action; Table of Contents STRICTLY PRIVATE AND CONFIDENTIAL; 17.2.3 CRT 19.2.3 UCLB shall keep AchillesTx Autolus promptly and fully informed of any and all steps and events in any proceedings (including promptly responding to any requests for information and allowing AchillesTx Autolus to attend any meetings) which are not being directed or controlled by AchillesTx Autolus relating to any of the TRACERx Licensed Patents or other Intellectual Property licensed hereunder and shall give due consideration to any reasonable comments and suggestions of AchillesTx Autolus with respect to such action; 17.2.4 19.2.4 any recovery of damages or other financial remedy obtained in respect of the Enforcement Action shall, after deduction of [***] hereunderall litigation costs (comprising attorney fees, expert fees, taxes, charges, disbursements, court fees and other costs incurred in connection with proceedings), be (i) in the case of an Enforcement Action in respect of a Competitive Product be treated as Net Sales, and (ii) in all other cases be for the account of Autolus; and, 17.2.5 19.2.5 any defence of the validity of the TRACERx Licensed Patents, where validity is put in issue after commencement of proceedings for the Enforcement Action shall, notwithstanding the provisions of Clause 16, 18 shall be subject to this Clause 1719. 19.3 For the avoidance of doubt, an Enforcement Action and Autolus’s right to conduct such action where: 19.3.1 the RQR8 Patent Right has been infringed, shall only be in so far as the infringement is within the RQR8 Field; 19.3.2 the [***] Existing Patent has been infringed, shall only be in so far as the infringement is within the [***], or following Autolus’s exercise of the [***] Option in accordance with Clause 7 within [***]; 19.3.3 the CAT19 Patent Rights and/or the TetCAR Patent Rights have been infringed shall only be in so far as the infringement is within the CD19 Field and/or the TetCAR Field, provided that the Parties acknowledge that in addition to any enforcement rights of Autolus, UCLB (and any Third Party licensee appointed by UCLB in respect of a [***] Field Product) shall have the right to conduct an Enforcement Action concerning CAT19 Program IP and/or TetCAR Program IP in so far as the infringement concerns a [***] Field Product subject to UCLB (or such Third Party licensee) co-operating with Autolus on such Enforcement Action. 19.4 Where either Party becomes aware of an infringement or potential infringement of the RQR8 Patent Rights, the Parties shall consult with each other and with UCLB’s Third Party licensee outside of the RQR8 Field to decide the best way to respond to such infringement. Where Autolus pursues any Enforcement Action of the RQR8 Patent Rights in accordance with Clause 19.3.1 and if the alleged infringement is both within and outside the RQR8 Field or there is any challenge to the validity of the RQR8 Patent Rights, Autolus shall co-operate with UCLB’s Third Party licensee in relation to the conduct of such action and its settlement. 19.5 Where either Party becomes aware of an infringement or potential infringement of the CAT19 Patent Rights, the Parties shall consult with each other and with UCLB’s Third Party licensee outside of the CD19 Field to decide the best way to respond to such infringement. Where Autolus pursues any Enforcement Action of the CAT19 Patent Rights in accordance with Clause 19.3.3 and if the alleged infringement is both within and outside the CD19 Field or could otherwise impact any Third Party Licensee’s Exploitation of a [***] Field Product, or there is any challenge to the validity of the CAT19 Patent Rights, Autolus shall co-operate with UCLB’s Third Party licensee in relation to the conduct of such action and its settlement. 19.6 Where either Party becomes aware of an infringement or potential infringement of the TetCAR Patent Rights, the Parties shall consult with each other and with UCLB’s Third Party licensee outside of the TetCAR Field to decide the best way to respond to such infringement. Where Autolus pursues any Enforcement Action of the TetCAR Patent Rights in accordance with Clause 19.3.3 and if the alleged infringement is both within and outside the TetCAR Field or could otherwise impact any Third Party Licensee’s Exploitation of a [***] Field Product, or there is any challenge to the validity of the TetCAR Patent Rights, Autolus shall co-operate with UCLB’s Third Party licensee in relation to the conduct of such action and its settlement.

Intellectual Property Enforcement. 17.1 A Party shall notify With respect to Target IP for use of a Selected Compound in the other of any information it Exclusive Product Categories for which PEPSICO has regarding any Third Party infringement of any of the TRACERx IP in so far as such infringements are related to any productsan exclusive license under Section 9.3.1, services or processes. 17.2 In respect of any alleged, threatened or actual infringement or misuse of the TRACERx IP (“Enforcement Action”) the following, shall apply: 17.2.1 AchillesTx SENOMYX shall have the first right right, but not the obligation to determine whether commence a particular infringement action against a Third Party or take other steps to resolve such alleged infringement; provided that, if SENOMYX does not it wishes to bring proceedings for the Enforcement Action. If AchillesTx elects not to bring proceedings itself, then AchillesTx and CRT shall in good faith discuss and consider whether to bring proceedings for the Enforcement Action such action or take such other steps within […***…] of becoming aware receiving notice, PEPSICO, after notifying SENOMYX in writing, will be entitled to bring such infringement action or any other appropriate action or claim at its own expense; provided, however, that if SENOMYX has commenced negotiations with an alleged infringer for discontinuance of the Enforcement Action (which may be extended with mutual agreement). If, at the end of this such infringement within such […***…] period, CRT wishes SENOMYX shall have an additional […***…] to conclude its negotiations before PEPSICO may bring proceedings suit for such infringement or take other similar action. In the Enforcement Action, it may do so; 17.2.2 where AchillesTx, in exercising its right under Clause 17.2.1, decides to enforce or bring proceedings event PEPSICO brings such suit for infringement or misuse of any of the TRACERx Patents or takes other Intellectual Property licensed hereundersimilar action, then: 17.2.2.1 at AchillesTx’s expense, AchillesTx SENOMYX shall have the right to controljoin in such infringement suit or similar action at its own expense (and SENOMYX will join if required by the laws of the jurisdiction). In any such action, direct both SENOMYX and conduct PEPSICO may employ counsel of its own choice at its own expense. The party conducting such proceedings including their settlement (provided that any admission of fault action will consider in good faith the other party’s comments on the part conduct of CRTsuch action and will have full and sole authority, shall not be made by AchillesTx without CRT’s prior written consentinformation and assistance necessary to defend, such consent not to be unreasonably withheld hire counsel, make decisions or delayed); Table of Contents STRICTLY PRIVATE AND CONFIDENTIAL 17.2.2.2 CRT shall allow and obtain the right for AchillesTx’s legal representatives to conduct settle on any litigation in the name of the patent proprietor (i) where required by law in the country of the Enforcement Action or (ii) to the extent beneficial to the enforcement or relief sought; and (iii) in doing so CRT shall do (or not do) all such things as are reasonably directed by AchillesTx to enable AchillesTx to controlterms, direct and conduct such proceedings provided that AchillesTx indemnifies the patent proprietor and/or its affiliates (and any of CRT, its Affiliates, UCL, UCLB, the UCL Group, the Xxxxx or the XX Xxxxx Laboratory who are named as a party in any such proceedings) for suit, action or proceeding and the other party will in good faith execute all documents, provide pertinent records, and take all other actions, including requiring persons within its control to give testimony, which may be reasonably required in connection with the defense or settlement of such litigation. In the event SENOMYX brings such suit, SENOMYX will be entitled to retain the entire recovery, if any. In the event PEPSICO brings such suit, any liabilities recovery will be applied first to […***…] expenses and […***…]. The party conducting the Third Party against whom such proceedings were brought (in respect of their recovery of costs, damages, expenses or other liability) awarded against the patent proprietor and/or its affiliates (and any of CRT, its Affiliates, UCL, UCLB, the UCL Group, the Xxxxx or the XX Xxxxx Laboratory who are named as a party in any such proceedings) directly as a result of assisting AchillesTx control, direct and conduct such proceedings subject to Clause 16.12 (it being acknowledged that the patent proprietor and its affiliates shall action will have the right to be separately advised [***]. AchillesTx shall pay deduct all court costs it pays for such enforcement from any recovery from any settlement or judgment that is attributable to the patent proprietor’s and/or its affiliates’ (and any of CRT’s, its Affiliates’, UCL’s, UCLB’s, the UCL Group’s, the Xxxxx’x or the XX Xxxxx Laboratory’s who are named as a party in any such proceedings) costs for any reasonable (economy) travel and reasonable subsistence costs incurred by the patent proprietor and/or its affiliates as a result of assisting AchillesTx under this Clause 17.2.2.2; 17.2.2.3 CRT shall do all such things as are reasonably directed by AchillesTx to assist or enable AchillesTx to control, direct, settle (subject to Clause 17.2.2.1) and conduct such proceedings; 17.2.2.4 AchillesTx shall have the right to nominate, change or amend any Purple Book Reference and CRT shall co-operate, and use best endeavours to procure the co-operation of all other patent proprietors in such nomination, change or amendment to list any losses of the TRACERx Patents if AchillesTx wishes to do so; and, 17.2.2.5 AchillesTx shall keep CRT promptly and fully informed of any and all steps and events in any proceedings (including promptly responding to any requests for information and allowing CRT to attend any meetings) and shall give due consideration to any reasonable comments and suggestions of CRT with respect to such Enforcement Action; Table of Contents STRICTLY PRIVATE AND CONFIDENTIAL 17.2.3 CRT shall keep AchillesTx promptly and fully informed of any and all steps and events in any proceedings (including promptly responding to any requests for information and allowing AchillesTx to attend any meetings) which are not being directed or controlled by AchillesTx relating to any of the TRACERx Patents or other Intellectual Property licensed hereunder and shall give due consideration to any reasonable comments and suggestions of AchillesTx with respect to party under such action; 17.2.4 any recovery of damages or other financial remedy obtained in respect of the Enforcement Action shall, after deduction of [***] hereunder, be treated as Net Sales; and, 17.2.5 any defence of the validity of the TRACERx Patents, where validity is put in issue after commencement of proceedings for the Enforcement Action shall, notwithstanding the provisions of Clause 16, be subject to this Clause 17.

Intellectual Property Enforcement. 17.1 19.1 A Party shall notify the other of any information it has regarding any Third Party infringement of any of the TRACERx IP Intellectual Property licensed under or pursuant to this Agreement in so far as such infringements are related to any products, services or processes. 17.2 19.2 In respect of any alleged, threatened or actual infringement or misuse of the TRACERx IP Intellectual Property licensed or sub-licensed hereunder (“Enforcement Action”) the following, subject to Clause 19.3, shall apply: 17.2.1 AchillesTx 19.2.1 Autolus shall have the first right to determine whether or not it wishes to bring proceedings for the Enforcement Action. If AchillesTx Action and only if Autolus elects not to bring proceedings itself, then AchillesTx and CRT itself shall in good faith discuss and consider UCLB have the right to decide whether or not to bring proceedings for the Enforcement Action within [(but in doing so UCLB shall have regard to the advice and recommendations of Autolus); 98 EXHIBIT 10.1 ***] of becoming aware of the Enforcement Action (which may be extended with mutual agreement). If, at the end of this period, CRT wishes to bring proceedings for the Enforcement Action, it may do so;Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 230.406 17.2.2 19.2.2 where AchillesTxAutolus, in exercising its right under Clause 17.2.119.2.1, decides to enforce or bring proceedings for infringement or misuse of any of the TRACERx Licensed Patents or other Intellectual Property licensed hereunder, then: 17.2.2.1 (i) at AchillesTxAutolus’s expense, AchillesTx Autolus shall have the right to control, direct and conduct such proceedings including their settlement proceedings; (provided that any admission of fault on the part of CRT, shall not be made by AchillesTx without CRT’s prior written consent, such consent not to be unreasonably withheld or delayed); Table of Contents STRICTLY PRIVATE AND CONFIDENTIAL 17.2.2.2 CRT ii) UCLB shall allow and obtain the right for AchillesTxAutolus’s legal representatives to conduct any litigation in the UCLB’s name of the patent proprietor (i) where required by law in the country of the Enforcement Action or (ii) to the extent beneficial to the enforcement or relief sought; and (iii) in doing so CRT UCLB shall do (or not do) all such things as are reasonably directed by AchillesTx Autolus to enable AchillesTx Autolus to control, direct and conduct such proceedings provided that AchillesTx Autolus indemnifies the patent proprietor UCLB and/or its affiliates (and any of CRT, its Affiliates, UCL, UCLB, the UCL Group, the Xxxxx or the XX Xxxxx Laboratory who are named as a party in any such proceedings) Affiliates for any liabilities to the Third Party against whom such proceedings were brought (in respect of their recovery of costs, damages, expenses or other liability) awarded against the patent proprietor liability incurred by UCLB and/or its affiliates (and any of CRT, its Affiliates, UCL, UCLB, the UCL Group, the Xxxxx or the XX Xxxxx Laboratory who are named as a party in any such proceedings) Affiliates directly as a result of assisting AchillesTx Autolus control, direct and conduct such proceedings subject to Clause 16.12 18.9 (it being acknowledged that the patent proprietor and its affiliates UCLB shall have the right to be separately advised [***](but not represented before the proceedings) by its own counsel at UCLB’s own expense). AchillesTx Autolus shall pay the patent proprietorUCLB’s and/or its affiliatesAffiliates’ (and any of CRT’s, its Affiliates’, UCL’s, UCLB’s, the UCL Group’s, the Xxxxx’x or the XX Xxxxx Laboratory’s who are named as a party in any such proceedings) costs for any reasonable (economy) travel and reasonable subsistence costs incurred by the patent proprietor UCLB and/or its affiliates Affiliates as a result of assisting AchillesTx Autolus under this Clause 17.2.2.2(ii); 17.2.2.3 CRT (iii) UCLB shall use its reasonable endeavours to procure that UCL and MP shall do all such things as are reasonably directed by AchillesTx Autolus to assist or enable AchillesTx Autolus to control, direct, settle (subject to Clause 17.2.2.1) direct and conduct such proceedings; 17.2.2.4 AchillesTx (iv) Autolus shall have the right to nominate, change or amend any Purple Book Reference and CRT UCLB shall co-operate, and use best endeavours to procure the co-operation of all other patent proprietors operate in such nomination, change or amendment to list any of the TRACERx Licensed Patents if AchillesTx Autolus wishes to do so; and, 17.2.2.5 AchillesTx (v) Autolus shall keep CRT UCLB promptly and fully informed of any and all steps and events in any proceedings (including promptly responding to any requests for information and allowing CRT UCLB to attend any meetings) and shall give due consideration to any reasonable comments and suggestions of CRT UCLB with respect to such Enforcement Action; Table of Contents STRICTLY PRIVATE AND CONFIDENTIAL; 17.2.3 CRT 19.2.3 UCLB shall keep AchillesTx Autolus promptly and fully informed of any and all steps and events in any proceedings (including promptly responding to any requests for information and allowing AchillesTx Autolus to attend any meetings) which are not being directed or controlled by AchillesTx Autolus relating to any of the TRACERx Licensed Patents or other Intellectual Property licensed hereunder and shall give due consideration to any reasonable comments and suggestions of AchillesTx Autolus with respect to such action;; 99 EXHIBIT 10.1 ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 230.406 17.2.4 19.2.4 any recovery of damages or other financial remedy obtained in respect of the Enforcement Action shall, after deduction of [***] hereunderall litigation costs (comprising attorney fees, expert fees, taxes, charges, disbursements, court fees and other costs incurred in connection with proceedings), be (i) in the case of an Enforcement Action in respect of a Competitive Product be treated as Net Sales, and (ii) in all other cases be for the account of Autolus; and, 17.2.5 19.2.5 any defence of the validity of the TRACERx Licensed Patents, where validity is put in issue after commencement of proceedings for the Enforcement Action shall, notwithstanding the provisions of Clause 16, 18 shall be subject to this Clause 1719. 19.3 For the avoidance of doubt, an Enforcement Action and Autolus’s right to conduct such action where: 19.3.1 the RQR8 Patent Right has been infringed, shall only be in so far as the infringement is within the RQR8 Field; 19.3.2 the [***] Existing Patent has been infringed, shall only be in so far as the infringement is within the [***], or following Autolus’s exercise of the [***] Option in accordance with Clause 7 within [***]; 19.3.3 the CAT19 Patent Rights and/or the TetCAR Patent Rights have been infringed shall only be in so far as the infringement is within the CD19 Field and/or the TetCAR Field, provided that the Parties acknowledge that in addition to any enforcement rights of Autolus, UCLB (and any Third Party licensee appointed by UCLB in respect of a [***] Field Product) shall have the right to conduct an Enforcement Action concerning CAT19 Program IP and/or TetCAR Program IP in so far as the infringement concerns a [***] Field Product subject to UCLB (or such Third Party licensee) co-operating with Autolus on such Enforcement Action.

Intellectual Property Enforcement. 17.1 16.1 A Party shall notify the other of any information it has regarding any Third Party infringement of any of the TRACERx IP Intellectual Property licensed under or pursuant to this Agreement in so far as such infringements are related to any products, services or processes. 17.2 16.2 In respect of any alleged, threatened or actual infringement or misuse of the TRACERx IP Intellectual Property licensed or sub-licensed hereunder, but excluding the Promoter Patent Rights (“Enforcement Action”) the following, shall apply: 17.2.1 AchillesTx 16.2.1 Liverco shall have the first right to determine whether or not it wishes to bring proceedings for the Enforcement Action. If AchillesTx Action and only if Liverco elects not to bring proceedings itself, then AchillesTx and CRT itself shall in good faith discuss and consider UCLB have the right to decide whether or not to bring proceedings for the Enforcement Action within [***] (but in doing so UCLB shall have regard to the advice and recommendations of becoming aware of the Enforcement Action (which may be extended with mutual agreementLiverco). If, at the end of this period, CRT wishes to bring proceedings for the Enforcement Action, it may do so; 17.2.2 16.2.2 where AchillesTxLiverco, in exercising its right under Clause 17.2.116.2.1, decides to enforce or bring proceedings for infringement or misuse of any of the TRACERx licensed Patents or other Intellectual Property licensed hereunder, then: 17.2.2.1 16.2.2.1 at AchillesTxLiverco’s expense, AchillesTx Liverco shall have the right to control, direct and conduct such proceedings including their settlement (provided that any admission of fault on the part of CRT, shall not be made by AchillesTx without CRT’s prior written consent, such consent not to be unreasonably withheld or delayed); Table of Contents STRICTLY PRIVATE AND CONFIDENTIALproceedings; 17.2.2.2 CRT 16.2.2.2 UCLB shall allow and obtain the right for AchillesTxLiverco’s legal representatives to conduct any litigation in the UCLB’s name of the patent proprietor (i) where required by law in the country of the Enforcement Action or (ii) to the extent beneficial to the enforcement or relief sought; and (iii) in doing so CRT UCLB shall do (or not do) all such things as are reasonably directed by AchillesTx Liverco to enable AchillesTx Liverco to control, direct and conduct such proceedings provided that AchillesTx Liverco indemnifies the patent proprietor UCLB and/or its affiliates (and any of CRT, its Affiliates, UCL, UCLB, the UCL Group, the Xxxxx or the XX Xxxxx Laboratory who are named as a party in any such proceedings) Affiliates for any liabilities to the Third Party against whom such proceedings were brought (in respect of their recovery of costs, damages, expenses or other liability) awarded against the patent proprietor liability incurred by UCLB and/or its affiliates (and any of CRT, its Affiliates, UCL, UCLB, the UCL Group, the Xxxxx or the XX Xxxxx Laboratory who are named as a party in any such proceedings) Affiliates directly as a result of assisting AchillesTx Liverco control, direct and conduct such proceedings subject to Clause 16.12 15.11 (it being acknowledged that the patent proprietor and its affiliates UCLB shall have the right to be separately advised [***](but not represented before the proceedings) by its own counsel at UCLB’s own expense). AchillesTx Liverco shall pay the patent proprietorUCLB’s and/or its affiliatesAffiliates’ (and any of CRT’s, its Affiliates’, UCL’s, UCLB’s, the UCL Group’s, the Xxxxx’x or the XX Xxxxx Laboratory’s who are named as a party in any such proceedings) costs for any reasonable (economy) travel and reasonable subsistence costs incurred by the patent proprietor UCLB and/or its affiliates Affiliates as a result of assisting AchillesTx Liverco under this Clause 17.2.2.216.2.2.2; 17.2.2.3 CRT 16.2.2.3 UCLB shall use its reasonable endeavours to procure that UCL and AN shall do all such things as are reasonably directed by AchillesTx Liverco to assist or enable AchillesTx Liverco to control, direct, settle (subject to Clause 17.2.2.1) direct and conduct such proceedings; 17.2.2.4 AchillesTx 16.2.2.4 Liverco shall have the right to nominate, change or amend any Purple Book Reference and CRT UCLB shall co-operate, and use best endeavours to procure the co-operation of all other patent proprietors operate in such nomination, change or amendment to list any of the TRACERx Licensed Patents if AchillesTx Liverco wishes to do so; and, 17.2.2.5 AchillesTx 16.2.2.5 Liverco shall keep CRT UCLB promptly and fully informed of any and all steps and events in any proceedings (including promptly responding to any requests for information and allowing CRT UCLB to attend any meetings) and shall give due consideration to any reasonable comments and suggestions of CRT UCLB with respect to such Enforcement Action; Table of Contents STRICTLY PRIVATE AND CONFIDENTIAL; 17.2.3 CRT 16.2.3 UCLB shall keep AchillesTx Liverco promptly and fully informed of any and all steps and events in any proceedings (including promptly responding to any requests for information and allowing AchillesTx Liverco to attend any meetings) which are not being directed or controlled by AchillesTx Liverco relating to any of the TRACERx Licensed Patents or other Intellectual Property licensed hereunder and shall give due consideration to any reasonable comments and suggestions of AchillesTx Liverco with respect to such action; 17.2.4 16.2.4 any recovery of damages or other financial remedy obtained in respect of the Enforcement Action shall, after deduction of [***] hereunderall litigation costs (comprising attorney fees, expert fees, taxes, charges, disbursements, court fees and other costs incurred in connection with proceedings), be (i) in the case of an Enforcement Action in respect of a Competitive Product, after a bone fide reduction to reduce the award to exclude any aspect of such award being made for punative or triple damages, be treated as Net Sales, and (ii) in all other cases, including any portion of the award being made for punative or triple damages, be for the account of Liverco; and, 17.2.5 16.2.5 any defence of the validity of the TRACERx licensed Patents, where validity is put in issue after commencement of proceedings for the Enforcement Action shall, notwithstanding the provisions of Clause 1615, be subject to this Clause 1716.

Intellectual Property Enforcement. 17.1 A Party shall notify With respect to Target IP for use of a Selected Compound in the other of any information it Exclusive Product Categories for which PEPSICO has regarding any Third Party infringement of any of the TRACERx IP in so far as such infringements are related to any productsan exclusive license under Section 9.3.1, services or processes. 17.2 In respect of any alleged, threatened or actual infringement or misuse of the TRACERx IP (“Enforcement Action”) the following, shall apply: 17.2.1 AchillesTx SENOMYX shall have the first right right, but not the obligation to determine whether commence a particular infringement action against a Third Party or take other steps to resolve such alleged infringement; provided that, if SENOMYX does not it wishes bring such action or take such other steps within [39] of receiving notice, PEPSICO, after notifying SENOMYX in writing, will be entitled to bring proceedings such infringement action or any other appropriate action or claim at its own expense; provided, however, that if SENOMYX has commenced negotiations with an alleged infringer for the Enforcement Action. If AchillesTx elects not to bring proceedings itself, then AchillesTx and CRT shall in good faith discuss and consider whether to bring proceedings for the Enforcement Action discontinuance of such infringement within such […***…] of becoming aware of the Enforcement Action (which may be extended with mutual agreement). If, at the end of this period, CRT wishes SENOMYX shall have an additional […***…] to conclude its negotiations before PEPSICO may bring proceedings suit for such infringement or take other similar action. In the Enforcement Action, it may do so; 17.2.2 where AchillesTx, in exercising its right under Clause 17.2.1, decides to enforce or bring proceedings event PEPSICO brings such suit for infringement or misuse of any of the TRACERx Patents or takes other Intellectual Property licensed hereundersimilar action, then: 17.2.2.1 at AchillesTx’s expense, AchillesTx SENOMYX shall have the right to controljoin in such infringement suit or similar action at its own expense (and SENOMYX will join if required by the laws of the jurisdiction). In any such action, direct both SENOMYX and conduct PEPSICO may employ counsel of its own choice at its own expense. The party conducting such proceedings including their settlement (provided that any admission of fault action will consider in good faith the other party’s comments on the part conduct of CRTsuch action and will have full and sole authority, shall not be made by AchillesTx without CRT’s prior written consentinformation and assistance necessary to defend, such consent not to be unreasonably withheld hire counsel, make decisions or delayed); Table of Contents STRICTLY PRIVATE AND CONFIDENTIAL 17.2.2.2 CRT shall allow and obtain the right for AchillesTx’s legal representatives to conduct settle on any litigation in the name of the patent proprietor (i) where required by law in the country of the Enforcement Action or (ii) to the extent beneficial to the enforcement or relief sought; and (iii) in doing so CRT shall do (or not do) all such things as are reasonably directed by AchillesTx to enable AchillesTx to controlterms, direct and conduct such proceedings provided that AchillesTx indemnifies the patent proprietor and/or its affiliates (and any of CRT, its Affiliates, UCL, UCLB, the UCL Group, the Xxxxx or the XX Xxxxx Laboratory who are named as a party in any such proceedings) for suit, action or proceeding and the other party will in good faith execute all documents, provide pertinent records, and take all other actions, including requiring persons within its control to give testimony, which may be reasonably required in connection with the defense or settlement of such litigation. In the event SENOMYX brings such suit, SENOMYX will be entitled to retain the entire recovery, if any. In the event PEPSICO brings such suit, any liabilities recovery will be applied first to [40] expenses and […***…]. The party conducting the Third Party against whom such proceedings were brought (in respect of their recovery of costs, damages, expenses or other liability) awarded against the patent proprietor and/or its affiliates (and any of CRT, its Affiliates, UCL, UCLB, the UCL Group, the Xxxxx or the XX Xxxxx Laboratory who are named as a party in any such proceedings) directly as a result of assisting AchillesTx control, direct and conduct such proceedings subject to Clause 16.12 (it being acknowledged that the patent proprietor and its affiliates shall action will have the right to be separately advised [***]. AchillesTx shall pay deduct all court costs it pays for such enforcement from any recovery from any settlement or judgment that is attributable to the patent proprietor’s and/or its affiliates’ (and any of CRT’s, its Affiliates’, UCL’s, UCLB’s, the UCL Group’s, the Xxxxx’x or the XX Xxxxx Laboratory’s who are named as a party in any such proceedings) costs for any reasonable (economy) travel and reasonable subsistence costs incurred by the patent proprietor and/or its affiliates as a result of assisting AchillesTx under this Clause 17.2.2.2; 17.2.2.3 CRT shall do all such things as are reasonably directed by AchillesTx to assist or enable AchillesTx to control, direct, settle (subject to Clause 17.2.2.1) and conduct such proceedings; 17.2.2.4 AchillesTx shall have the right to nominate, change or amend any Purple Book Reference and CRT shall co-operate, and use best endeavours to procure the co-operation of all other patent proprietors in such nomination, change or amendment to list any losses of the TRACERx Patents if AchillesTx wishes to do so; and, 17.2.2.5 AchillesTx shall keep CRT promptly and fully informed of any and all steps and events in any proceedings (including promptly responding to any requests for information and allowing CRT to attend any meetings) and shall give due consideration to any reasonable comments and suggestions of CRT with respect to such Enforcement Action; Table of Contents STRICTLY PRIVATE AND CONFIDENTIAL 17.2.3 CRT shall keep AchillesTx promptly and fully informed of any and all steps and events in any proceedings (including promptly responding to any requests for information and allowing AchillesTx to attend any meetings) which are not being directed or controlled by AchillesTx relating to any of the TRACERx Patents or other Intellectual Property licensed hereunder and shall give due consideration to any reasonable comments and suggestions of AchillesTx with respect to party under such action; 17.2.4 any recovery of damages or other financial remedy obtained in respect of the Enforcement Action shall, after deduction of [***] hereunder, be treated as Net Sales; and, 17.2.5 any defence of the validity of the TRACERx Patents, where validity is put in issue after commencement of proceedings for the Enforcement Action shall, notwithstanding the provisions of Clause 16, be subject to this Clause 17.