Common use of Intellectual Property Prosecution and Maintenance Clause in Contracts

Intellectual Property Prosecution and Maintenance. 16.1 CRT shall notify AchillesTx in writing of any Future Patent for the purpose of allowing AchillesTx within [***] of receipt of such notice to elect whether or not to include such Future Patent within the definition of TRACERx Patents and accordingly such Future Patents being subject to the licence hereunder. Until such Future Patents are notified to AchillesTx in writing and the [***] period has expired, and/or where AchillesTx has elected to include any such Future Patents under this Agreement, CRT shall procure that such rights shall not be assigned, encumbered, mortgaged or otherwise licensed in a manner so as to prejudice or restrict the grant of the licences under Clause 3 applying equally to such rights, Upon AchillesTx electing to include any such Future Patents in the definition of TRACERx Patents: 16.1.1 any such Future Patents in so far as they include non-severable improvements to the inventions claimed (as assessed by reference to the form in which each applicable Patent Right was originally filed) in the then current list of TRACERx Patents (“Non-Severable Rights”) shall be included in the definition of TRACERx Patents and automatically licensed to AchillesTx in accordance with Clause 3 and shall be subject to the other provisions of this Agreement; or, 16.1.2 any such Future Patents in so far as they are not Non-Severable Rights (“Severable Rights”) shall also be included in the definition of TRACERx Patents and licensed to AchillesTx in accordance with Clause 3 provided that such rights shall, subject to the Parties reaching an agreement to the contrary, be automatically licensed to AchillesTx on a non-exclusive basis (notwithstanding the provisions of Clause 3) in which case those Severable Rights shall not be subject to the provisions of Clauses 8, 9, the remaining provisions of Clause 16, or Clause 17; 16.1.3 AchillesTx and CRT shall, upon AchillesTx’s election, negotiate in good faith and acting reasonably the basis on which AchillesTx can license the Severable Rights on an exclusive basis beyond the non-exclusive licence automatically arising pursuant to Clause 16.1.2 for a period not exceeding [***]. 21634127 Table of Contents STRICTLY PRIVATE AND CONFIDENTIAL 16.2 Nothing in this Agreement shall assign or purport to assign any Intellectual Property rights owned by one Party to the other Party. 16.3 Subject to AchillesTx’s right to exercise its option to acquire certain of the TRACERx Patents, CRT is and shall at all other times remain the sole and exclusive owner of all right, title and interest in and to the TRACERx Patents. Without prejudice to the rights conferred upon CRT by this Agreement to exercise Academic Rights, or CRT’s right to grant non-exclusive licences to Third Parties under TRACERx IP which do not conflict with the provisions of this Agreement, CRT shall not assign, mortgage, encumber or otherwise gift or provide an option over any of the TRACERx IP or Materials without the prior written consent of AchillesTx. Nothing shall prevent CRT from being able to grant an exclusive (or non-exclusive) licence in the Therapeutic Vaccine Field in relation to any Private Neo-Antigen after expiry of the Vaccine Option Period and provided that AchillesTx has not exercised the Vaccine Option. 16.4 AchillesTx is and shall at all times remain the sole and exclusive owner of all right, title and interest in and to any and all Intellectual Property that it owns or is licensed (other than by virtue of the licences granted hereunder) as of or after the Effective Date. 16.5 In respect of the TRACERx Patents: 16.5.1 subject to payment by AchillesTx of those Patent Prosecution Costs for which it is responsible pursuant to Clause 16.5.2 and 16.6, CRT shall not Surrender any of them without the prior written consent of AchillesTx; 16.5.2 from the Effective Date (or in the case of Patent Rights included in the licence pursuant to Clause 16, from the date of AchillesTx’s election to include the same in the licence hereunder) and thereafter during the Term for so long as AchillesTx holds a licence to the same, AchillesTx shall, at its expense subject to Clause 16.6, have the exclusive control and conduct of all on-going prosecution and maintenance steps in respect of the TRACERx Patents; 16.5.3 CRT shall provide all assistance and cooperation reasonably required by AchillesTx to enable AchillesTx to efficiently and effectively discharge the prosecution and maintenance of the TRACERx Patents and in doing so, CRT shall follow all directions and instructions of AchillesTx and do all things reasonably required by AchillesTx with respect to the TRACERx Patents; 16.5.4 CRT shall ensure that all documents and correspondence that it, or its agents or other licensees receive in connection with any of the TRACERx Patents shall be promptly and in any event within [***] days forwarded to AchillesTx. So far as documents and correspondence that its agents receive, CRT shall be discharged from this obligation if it directs its patent agents to provide such documents and correspondence to AchillesTx;

Intellectual Property Prosecution and Maintenance. 16.1 CRT 7.1. Any and all ASTRAZENECA IP vested in ASTRAZENECA shall notify AchillesTx as between ASTRAZENECA and TMC remain vested in writing ASTRAZENECA. 7.2. Any and all TMC IP vested in TMC shall as between TMC and ASTRAZENECA remain vested in TMC. 7.3. ASTRAZENECA shall, during the term of any Future Patent this Agreement be responsible for the purpose of allowing AchillesTx within [***] of receipt of such notice to elect whether or not to include such Future Patent within the definition of TRACERx Patents and accordingly such Future Patents being subject to the licence hereunder. Until such Future Patents are notified to AchillesTx in writing and the [***] period has expiredfiling, and/or where AchillesTx has elected to include any such Future Patents under this Agreement, CRT shall procure that such rights shall not be assigned, encumbered, mortgaged or otherwise licensed in a manner so as to prejudice or restrict the grant of the licences under Clause 3 applying equally to such rights, Upon AchillesTx electing to include any such Future Patents in the definition of TRACERx Patents: 16.1.1 any such Future Patents in so far as they include non-severable improvements to the inventions claimed (as assessed by reference to the form in which each applicable Patent Right was originally filed) in the then current list of TRACERx Patents (“Non-Severable Rights”) shall be included in the definition of TRACERx Patents and automatically licensed to AchillesTx in accordance with Clause 3 and shall be subject to the other provisions of this Agreement; or, 16.1.2 any such Future Patents in so far as they are not Non-Severable Rights (“Severable Rights”) shall also be included in the definition of TRACERx Patents and licensed to AchillesTx in accordance with Clause 3 provided that such rights shall, subject to the Parties reaching an agreement to the contrary, be automatically licensed to AchillesTx on a non-exclusive basis (notwithstanding the provisions of Clause 3) in which case those Severable Rights shall not be subject to the provisions of Clauses 8, 9, the remaining provisions of Clause 16, or Clause 17; 16.1.3 AchillesTx and CRT shall, upon AchillesTx’s election, negotiate in good faith and acting reasonably the basis on which AchillesTx can license the Severable Rights on an exclusive basis beyond the non-exclusive licence automatically arising pursuant to Clause 16.1.2 for a period not exceeding [***]. 21634127 Table of Contents STRICTLY PRIVATE AND CONFIDENTIAL 16.2 Nothing in this Agreement shall assign or purport to assign any Intellectual Property rights owned by one Party to the other Party. 16.3 Subject to AchillesTx’s right to exercise its option to acquire certain of the TRACERx Patents, CRT is and shall at all other times remain the sole and exclusive owner of all right, title and interest in and to the TRACERx Patents. Without prejudice to the rights conferred upon CRT by this Agreement to exercise Academic Rights, or CRT’s right to grant non-exclusive licences to Third Parties under TRACERx IP which do not conflict with the provisions of this Agreement, CRT shall not assign, mortgage, encumber or otherwise gift or provide an option over any of the TRACERx IP or Materials without the prior written consent of AchillesTx. Nothing shall prevent CRT from being able to grant an exclusive (or non-exclusive) licence in the Therapeutic Vaccine Field in relation to any Private Neo-Antigen after expiry of the Vaccine Option Period and provided that AchillesTx has not exercised the Vaccine Option. 16.4 AchillesTx is and shall at all times remain the sole and exclusive owner of all right, title and interest in and to any and all Intellectual Property that it owns or is licensed (other than by virtue of the licences granted hereunder) as of or after the Effective Date. 16.5 In respect of the TRACERx Patents: 16.5.1 subject to payment by AchillesTx of those Patent Prosecution Costs for which it is responsible pursuant to Clause 16.5.2 and 16.6, CRT shall not Surrender any of them without the prior written consent of AchillesTx; 16.5.2 from the Effective Date (or in the case of Patent Rights included in the licence pursuant to Clause 16, from the date of AchillesTx’s election to include the same in the licence hereunder) and thereafter during the Term for so long as AchillesTx holds a licence to the same, AchillesTx shall, at its expense subject to Clause 16.6, have the exclusive control and conduct of all on-going prosecution and maintenance steps in respect of the TRACERx Patents; 16.5.3 CRT shall provide all assistance and cooperation reasonably required by AchillesTx to enable AchillesTx to efficiently and effectively discharge the prosecution and maintenance of the TRACERx Patents ASTRAZENECA Patent Rights and the ASTRAZENECA Trademark in doing sothe Territory. Should registration of the ASTRAZENECA Trademark be necessary or appropriate in any country, CRT then ASTRAZENECA shall follow all directions be responsible for obtaining such registration. TMC shall reimburse ASTRAZENECA for any out-of-pocket expenses (including fees to outside counsel and instructions of AchillesTx consultants) incurred by ASTRAZENECA in relation to any action taken by ASTRAZENECA pursuant to this Article 7.3. 7.4. TMC shall have the right to give comments and do all things reasonably required by AchillesTx with respect recommendations as to the TRACERx Patents;overall strategy regarding the filing, prosecution and maintenance of the ASTRAZENECA Patent Rights and the ASTRAZENECA Trademark; and before taking any significant step in the filing, prosecution or maintenance of the ASTRAZENECA Patent Rights or the ASTRAZENECA Trademark, ASTRAZENECA shall allow TMC to comment on the action proposed to be taken and ASTRAZENECA shall consider any such comments. 16.5.4 CRT 7.5. In the event that ASTRAZENECA should decide to permit any pending patent application or any patent included in the ASTRAZENECA Patent Rights to lapse by any action, inaction or failure to take any action or to pay any fee when due, ASTRAZENECA shall ensure promptly inform TMC of such decision, but no later than fifteen (15) days prior to such action, inaction or failure to pay, provided that all documents and correspondence such period is available to ASTRAZENECA, so that itTMC might, for the avoidance of doubt at TMC’s expense, seek such patent protection or prevent any such lapse. 7.6. ASTRAZENECA shall not be liable to TMC in contract, tort, negligence, breach of statutory duty or otherwise for any economic loss or other loss of turnover, profits, savings, business or goodwill or any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by TMC because of ASTRAZENECA’s actions pursuant to or as a consequence of this Article 7. 7.7. Should ASTRAZENECA not be able to lawfully apply for patent term extensions, including, but not limited to, Supplementary Protection Certificates, relating to the ASTRAZENECA Patent Rights in the Territory in its own name, or its agents or other licensees receive should ASTRAZENECA otherwise require, TMC shall co-operate with ASTRAZENECA in connection any issue regarding the gaining of such patent term extension by assisting ASTRAZENECA with any of the TRACERx Patents shall be promptly and actions or documents needed for such purpose. Should in any event within [***] days forwarded country in the Territory any decision have to AchillesTx. So far be made as documents and correspondence that to what product, claim or otherwise to apply for such patent term extension regarding, then ASTRAZENECA shall have the right to make such decision at its agents receive, CRT shall be discharged from this obligation if it directs its patent agents to provide such documents and correspondence to AchillesTx;own discretion.

Intellectual Property Prosecution and Maintenance. 16.1 CRT 5.1 The Company shall notify AchillesTx have the right to file patent applications for any Improvements made by it and/or its sublicensees. Any patent applications, however, may be filed only upon the written consent of the Licensor, such consent not to be unreasonably withheld. 5.2 Provided that the Licensor consents to the filing of a patent application as set forth in writing paragraph 5.1, above, the Company shall be responsible for the subsequent prosecution of such application and the maintenance of any Future Patent for patent issuing from such application. Both parties agree to provide reasonable cooperation to each other to facilitate the purpose application and prosecution of allowing AchillesTx within [***] patent applications pursuant to this Agreement. 5.3 The Company acknowledges that the Technology is not currently protected by a valid patent or patents. Nevertheless, the parties agree that some of receipt the Technology is proprietary to the Licensor and that the Licensor considers such proprietary information to be its trade secret. Therefore, the Licensor shall undertake commercially reasonable efforts, at its own expense, to provide protection against a third party's infringement of the proprietary portions of the Technology and/or any other right therein when, from its own knowledge or upon notice from the Company, it becomes aware of the reasonable probability that such infringement exists, and, if such notice was not received from the Company, shall advise the Company within fifteen (15) days of learning of the alleged infringement. It is agreed that within forty-five (45 ) days of becoming aware of the infringement of the Technology, the Licensor shall decide whether to elect whether institute an infringement suit or not take other appropriate action that it believes is reasonably required to include protect the Technology. If the Licensor fails to institute such Future Patent suit or take such action within such forty-five (45) day period, then the definition Company shall have the right at its sole discretion to institute such suit or other appropriate action in the name of TRACERx Patents and accordingly either or both parties. In such Future Patents being subject event, all payment of benefits in judgment or settlement shall be payable to the licence hereunder. Until such Future Patents are notified to AchillesTx in writing Company and the [***] period has expiredLicensor shall cooperate with the Company to the extent reasonably possible, including the joining of suit if necessary or desirable. 5.4 In any suit to enforce and/or where AchillesTx has elected defend the Technology pursuant to include any such Future Patents under this Agreement, CRT shall procure that the party not in control of such rights shall not be assigned, encumbered, mortgaged or otherwise licensed in a manner so as to prejudice or restrict the grant of the licences under Clause 3 applying equally to such rights, Upon AchillesTx electing to include any such Future Patents in the definition of TRACERx Patents: 16.1.1 any such Future Patents in so far as they include non-severable improvements to the inventions claimed (as assessed by reference to the form in which each applicable Patent Right was originally filed) in the then current list of TRACERx Patents (“Non-Severable Rights”) shall be included in the definition of TRACERx Patents and automatically licensed to AchillesTx in accordance with Clause 3 and shall be subject to the other provisions of this Agreement; or, 16.1.2 any such Future Patents in so far as they are not Non-Severable Rights (“Severable Rights”) shall also be included in the definition of TRACERx Patents and licensed to AchillesTx in accordance with Clause 3 provided that such rights shall, subject to the Parties reaching an agreement to the contrary, be automatically licensed to AchillesTx on a non-exclusive basis (notwithstanding the provisions of Clause 3) in which case those Severable Rights shall not be subject to the provisions of Clauses 8, 9, the remaining provisions of Clause 16, or Clause 17; 16.1.3 AchillesTx and CRT shall, upon AchillesTx’s election, negotiate in good faith and acting reasonably the basis on which AchillesTx can license the Severable Rights on an exclusive basis beyond the non-exclusive licence automatically arising pursuant to Clause 16.1.2 for a period not exceeding [***]. 21634127 Table of Contents STRICTLY PRIVATE AND CONFIDENTIAL 16.2 Nothing in this Agreement shall assign or purport to assign any Intellectual Property rights owned by one Party to the other Party. 16.3 Subject to AchillesTx’s right to exercise its option to acquire certain of the TRACERx Patents, CRT is and shall at all other times remain the sole and exclusive owner of all right, title and interest in and to the TRACERx Patents. Without prejudice to the rights conferred upon CRT by this Agreement to exercise Academic Rights, or CRT’s right to grant non-exclusive licences to Third Parties under TRACERx IP which do not conflict with the provisions of this Agreement, CRT shall not assign, mortgage, encumber or otherwise gift or provide an option over any of the TRACERx IP or Materials without the prior written consent of AchillesTx. Nothing shall prevent CRT from being able to grant an exclusive (or non-exclusive) licence in the Therapeutic Vaccine Field in relation to any Private Neo-Antigen after expiry of the Vaccine Option Period and provided that AchillesTx has not exercised the Vaccine Option. 16.4 AchillesTx is and shall at all times remain the sole and exclusive owner of all right, title and interest in and to any and all Intellectual Property that it owns or is licensed (other than by virtue of the licences granted hereunder) as of or after the Effective Date. 16.5 In respect of the TRACERx Patents: 16.5.1 subject to payment by AchillesTx of those Patent Prosecution Costs for which it is responsible pursuant to Clause 16.5.2 and 16.6, CRT shall not Surrender any of them without the prior written consent of AchillesTx; 16.5.2 from the Effective Date (or in the case of Patent Rights included in the licence pursuant to Clause 16, from the date of AchillesTx’s election to include the same in the licence hereunder) and thereafter during the Term for so long as AchillesTx holds a licence to the same, AchillesTx suit shall, at its the request and expense subject of the controlling party, cooperate in all respects and, to Clause 16.6the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, and the exclusive control and conduct of all on-going prosecution and maintenance steps in respect of the TRACERx Patents; 16.5.3 CRT shall provide all assistance and cooperation reasonably required by AchillesTx to enable AchillesTx to efficiently and effectively discharge the prosecution and maintenance of the TRACERx Patents and in doing so, CRT shall follow all directions and instructions of AchillesTx and do all things reasonably required by AchillesTx with respect to the TRACERx Patents; 16.5.4 CRT shall ensure that all documents and correspondence that it, or its agents or other licensees receive in connection with any of the TRACERx Patents shall be promptly and in any event within [***] days forwarded to AchillesTx. So far as documents and correspondence that its agents receive, CRT shall be discharged from this obligation if it directs its patent agents to provide such documents and correspondence to AchillesTx;like.