Common use of Joint Ownership and Prosecution Clause in Contracts

Joint Ownership and Prosecution. 10.1.1 Subject to Sections 10.2 and 10.3, all rights to all Inventions relating to or covering the combined use of the Vaccinex Compound and Merck Compound (each a “Jointly Owned Invention”) shall be owned jointly by Vaccinex and Merck. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries, (i) Merck hereby grants to Vaccinex a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Merck’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, and (ii) Vaccinex hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Vaccinex’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, in each case subject to the restrictions in Article 3 and this Article 10. Unless otherwise mutually agreed, each Party shall have the right to freely exploit each Jointly Owned Invention, both within and outside the scope of the Study, without accounting to or any other obligation to the other Party, and each Party may grant licenses (with a right to sublicense) to Third Parties under such Party’s interest in each Jointly Owned Invention, in each case subject to the restrictions in Article 3 and this Article 10. For clarity, (i) the terms of this Agreement do not provide Vaccinex or Merck any rights to use or commercialize the other Party’s Compound, or with any rights, title or interest or any license to the other Party’s background intellectual property except as necessary to conduct the Study and as expressly set forth in Section 10.4, and (ii) except as may be mutually agreed by the Parties, (x) Vaccinex shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to Merck Compound in or in connection with any patent application (relating to any Invention or otherwise), and (y) Merck shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to the Vaccinex Compound in or in connection with any patent application (relating to any Invention or otherwise).

Joint Ownership and Prosecution. 10.1.1 Subject to Sections 10.2 and 10.3, all rights to all Inventions relating to or covering the combined use of the Vaccinex Lilly Compound and Merck the Athenex Compound (each a “Jointly Owned Invention”) shall be owned belong jointly by Vaccinex to Lilly and MerckAthenex. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries, (i) Merck Athenex hereby grants to Vaccinex Lilly a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under MerckAthenex’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, and (ii) Vaccinex Lilly hereby grants to Merck Athenex a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under VaccinexLilly’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for Inventions. For clarity, the terms of this Agreement do not provide Lilly or Athenex with any userights, in each case subject title or interest or any license to the restrictions other Party’s background intellectual property except as necessary to conduct the Study and as expressly set forth in Article 3 and this Article 10Section 10.4. Unless otherwise mutually agreed, each Each Party shall have the right to freely exploit each Jointly Owned Invention, both within and outside the scope of the Study, without accounting to or any other obligation to the other Party, and each Party may grant licenses (with a right to sublicense) to Third Parties under such Party’s interest in each Jointly Owned Invention, in each case subject to the restrictions in Article 3 and this Article 10. For clarity, (i) the terms *** = Portions of this Agreement do not provide Vaccinex or Merck any rights to use or commercialize the other Party’s Compound, or with any rights, title or interest or any license to the other Party’s background intellectual property except as necessary to conduct the Study and as expressly set forth in Section 10.4, and (ii) except as may be mutually agreed by the Parties, (x) Vaccinex shall not disclose exhibit have been omitted pursuant to a patent authority any Clinical Data relating to request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to Merck Compound in or in connection with any patent application (relating to any Invention or otherwise), and (y) Merck shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to the Vaccinex Compound in or in connection with any patent application (relating to any Invention or otherwise)Commission.

Joint Ownership and Prosecution. 10.1.1 Subject to Sections 10.2 and 10.3, all 10.1.1. All rights to all Inventions relating to to, or covering the combined use of the Vaccinex Compound and Merck Compound covering, [*****] (each a “Jointly Owned Invention”) shall be owned jointly by Vaccinex Company and Merck. Merck hereby assigns to Company an undivided one-half interest in, to and under the Jointly Owned Inventions that are invented or created solely by Merck or by Persons having an obligation to assign such rights to Merck. Company hereby assigns to Merck an undivided one-half interest in, to and under any Jointly Owned Inventions that are invented or created solely by Company or by Persons having an obligation to assign such rights to Company. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries, : (ia) Merck hereby grants to Vaccinex Company a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Merck’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, in accordance with the terms of this Agreement; and (iib) Vaccinex Company hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under VaccinexCompany’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, in each case subject to accordance with the restrictions in Article 3 and terms of this Article 10. Unless otherwise mutually agreed, each Party shall have the right to freely exploit each Jointly Owned Invention, both within and outside the scope of the Study, without accounting to or any other obligation to the other Party, and each Party may grant licenses (with a right to sublicense) to Third Parties under such Party’s interest in each Jointly Owned Invention, in each case subject to the restrictions in Article 3 and this Article 10Agreement. For clarity, (i) the terms of this Agreement do not provide Vaccinex Company or Merck any rights to use or commercialize the other Party’s Compound, or with any rights, title or interest or any license to the other Party’s background intellectual property except as necessary to conduct the Study and as expressly provided under this Agreement, including as set forth in Section 10.4, and (ii) except as may be mutually agreed by the Parties, (x) Vaccinex shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to Merck Compound in or in connection with any patent application (relating to any Invention or otherwise), and (y) Merck shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to the Vaccinex Compound in or in connection with any patent application (relating to any Invention or otherwise).

Joint Ownership and Prosecution. 10.1.1 Subject to Sections 10.2 and 10.3, all 10.1.1. All rights to all Inventions relating to to, or covering the combined use of the Vaccinex Compound and Merck Compound covering, *** (each a “Jointly Owned Invention”) shall be owned jointly by Vaccinex Adaptimmune and Merck. Merck hereby assigns to Adaptimmune an undivided one-half interest in, to and under the Jointly Owned Inventions that are invented or created solely by Merck or by Persons having an obligation to assign such rights to Merck. Adaptimmune hereby assigns to Merck an undivided one-half interest in, to and under any Jointly Owned Inventions that are invented or created solely by Adaptimmune or by Persons having an obligation to assign such rights to Adaptimmune. For those countries where a specific license is required for a *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries, : (i) Merck hereby grants to Vaccinex Adaptimmune a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Merck’s right, title and interest in and to all Jointly Owned Inventions to use such Jointly Owned Inventions for any use, in accordance with the terms of this Agreement; and (ii) Vaccinex Adaptimmune hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under VaccinexAdaptimmune’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, in each case subject to the restrictions in Article 3 and this Article 10. Unless otherwise mutually agreed, each Party shall have the right to freely exploit each Jointly Owned Invention, both within and outside Inventions in accordance with the scope terms of the Study, without accounting to or any other obligation to the other Party, and each Party may grant licenses (with a right to sublicense) to Third Parties under such Party’s interest in each Jointly Owned Invention, in each case subject to the restrictions in Article 3 and this Article 10Agreement. For clarity, (i) the terms of this Agreement do not provide Vaccinex Adaptimmune or Merck any rights to use or commercialize the other Party’s Compound, or with any rights, title or interest or any license to the other Party’s background intellectual property except as necessary to conduct the Study and as expressly provided under this Agreement, including as set forth in Section 10.4, and (ii) except as may be mutually agreed by the Parties, (x) Vaccinex shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to Merck Compound in or in connection with any patent application (relating to any Invention or otherwise), and (y) Merck shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to the Vaccinex Compound in or in connection with any patent application (relating to any Invention or otherwise).

Joint Ownership and Prosecution. 10.1.1 Subject to Sections 10.2 and 10.3, all 10.1.1. All rights to all Inventions relating to to, or covering covering, the combined use of the Vaccinex Antigen Express Compound and the Merck Compound that are not Merck Inventions or Antigen Express Inventions (each a “Jointly Owned Invention”) shall be owned jointly by Vaccinex Antigen Express and Merck. Merck hereby assigns to Antigen Express an undivided one-half interest in, to and under the Jointly Owned Inventions that are invented or created solely by Merck or by Persons having an obligation to assign such rights to Merck. Antigen Express hereby assigns to Merck an undivided one-half interest in, to and under any Jointly Owned Inventions that are invented or created solely by Antigen Express or by Persons having an obligation to assign such rights to Antigen Express. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries, : (i) Merck hereby grants to Vaccinex Antigen Express a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Merck’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, in accordance with the terms of this Agreement; and (ii) Vaccinex Antigen Express hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Vaccinex’s Antigen Express’ right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, in each case subject to accordance with the restrictions in Article 3 and terms of this Article 10. Unless otherwise mutually agreed, each Party shall have the right to freely exploit each Jointly Owned Invention, both within and outside the scope of the Study, without accounting to or any other obligation to the other Party, and each Party may grant licenses (with a right to sublicense) to Third Parties under such Party’s interest in each Jointly Owned Invention, in each case subject to the restrictions in Article 3 and this Article 10Agreement. For clarity, (i) the terms of this Agreement do not provide Vaccinex Antigen Express or Merck any rights to use or commercialize the other Party’s Compound, or with any rights, title or interest or any license to the other Party’s background intellectual property except as necessary to conduct the Study and as expressly provided under this Agreement, including as set forth in Section 10.4, and (ii) except as may be mutually agreed by the Parties, (x) Vaccinex shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to Merck Compound in or in connection with any patent application (relating to any Invention or otherwise), and (y) Merck shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to the Vaccinex Compound in or in connection with any patent application (relating to any Invention or otherwise).

Joint Ownership and Prosecution. 10.1.1 Subject to Sections 10.2 and 10.3, all rights to all Inventions relating to claiming, or covering covering, the combined use of the Vaccinex Advaxis Compound and the Merck Compound (each a “Jointly Owned Invention”) shall be owned belong jointly by Vaccinex to Advaxis and Merck. Advaxis and Merck shall each be entitled to use the Jointly Owned Inventions in accordance with the terms and conditions of this Agreement, and without accounting or financial payment to the other Party and without the consent of the other Party. Notwithstanding the foregoing, Merck covenants and agrees that it will not use the Jointly Owned Invention to seek Regulatory Approval for, or to enable a Third Party to seek Regulatory Approval for, a Live-Attenuated Bacterial Vaccine other than ADXS31-142 or use either as a monotherapy or in combination with a PD-1 Antagonist and Advaxis covenants and agrees that it will not use the Jointly Owned Invention to seek Regulatory Approval for, or to enable a Third Party to seek Regulatory Approval for, a PD-1 Antagonist other than MK-3475 for use either as a monotherapy or in combination with a Live-Attenuated Bacterial Vaccine other than ADXS31-142. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries, (i) Merck hereby grants to Vaccinex Advaxis a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Merck’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, in accordance with the terms and conditions of this Agreement and (ii) Vaccinex Advaxis hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under VaccinexAdvaxis’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, in each case subject to accordance with the restrictions in Article 3 terms and conditions of this Article 10. Unless otherwise mutually agreed, each Party shall have the right to freely exploit each Jointly Owned Invention, both within and outside the scope of the Study, without accounting to or any other obligation to the other Party, and each Party may grant licenses (with a right to sublicense) to Third Parties under such Party’s interest in each Jointly Owned Invention, in each case subject to the restrictions in Article 3 and this Article 10Agreement. For clarity, (i) except as provided in Section 10.4 below, the terms of this Agreement do not provide Vaccinex Advaxis or Merck any rights to use or commercialize the other Party’s Compound, or with any rights, title or interest or any license to the other Party’s background intellectual property except as necessary to conduct the Study and as expressly set forth in Section 10.4, and (ii) except as may be mutually agreed by the Parties, (x) Vaccinex shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to Merck Compound in or in connection with any patent application (relating to any Invention or otherwise), and (y) Merck shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to the Vaccinex Compound in or in connection with any patent application (relating to any Invention or otherwise)Study.

Joint Ownership and Prosecution. 10.1.1 Subject to Sections 10.2 and 10.3, as between the Parties, all rights to all Inventions invented after the Effective Date relating to or covering the combined use of the Vaccinex Menarini Compound and Merck the Context Compound (each a “Jointly Owned Invention”) shall be owned belong jointly by Vaccinex to Menarini and MerckContext. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned ACTIVE/117982251.1 Invention in such countries, (i) Merck Context hereby grants to Vaccinex Menarini a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Merck’s Context's right, title and interest in and to all Jointly Owned Inventions to use such Jointly Owned Inventions for the Permitted Use and any useother use expressly permitted by this Agreement, and (ii) Vaccinex Menarini hereby grants to Merck Context a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Vaccinex’s Menarini's right, title and interest in and to all Jointly Owned Inventions to use such Jointly Owned Inventions for any use, in each case subject to the restrictions in Article 3 Permitted Use and this Article 10. Unless otherwise mutually agreed, each Party shall have the right to freely exploit each Jointly Owned Invention, both within and outside the scope of the Study, without accounting to or any other obligation to the other Party, and each Party may grant licenses (with a right to sublicense) to Third Parties under such Party’s interest in each Jointly Owned Invention, in each case subject to the restrictions in Article 3 and use expressly permitted by this Article 10Agreement. For clarity, (i) the terms of this Agreement do not provide Vaccinex Menarini or Merck any rights to use or commercialize the other Party’s Compound, or Context with any rights, title or interest or any license to the other Party’s 's background intellectual property except as expressly provided for herein and necessary for the Parties to conduct the Study Study. For further clarity, any license to the other Party's background intellectual property granted by either Party to the other Party hereunder shall be non-exclusive, royalty-free, non-transferrable, non-sublicensable, and to be exploited only to the extent strictly necessary for the conduct of the Study. For the avoidance of doubt and except as expressly set forth in Section 10.4provided herein, (i) Context’s right to exploit each Jointly Owned Invention shall not otherwise provide Context any rights to the Menarini Compound, and (ii) except as may be mutually agreed by the Parties, (x) Vaccinex Menarini’s right to exploit each Jointly Owned Invention shall not disclose to a patent authority otherwise provide Menarini any Clinical Data relating rights to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to Merck Compound in or in connection with any patent application (relating to any Invention or otherwise), and (y) Merck shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to the Vaccinex Compound in or in connection with any patent application (relating to any Invention or otherwise)Context Compound.

Joint Ownership and Prosecution. 10.1.1 Subject to Sections 10.2 and 10.3, all 10.1.1. All rights to all Inventions relating to to, or covering the combined use of the Vaccinex Compound and Merck Compound covering, **** (each a “Jointly Owned Invention”) shall be owned jointly by Vaccinex Company and Merck. Merck hereby assigns to Company an undivided one-half interest in, to and under the Jointly Owned Inventions that are invented or created solely by Merck or by Persons having an obligation to assign such rights to Merck. Company hereby assigns to Merck an undivided one- half interest in, to and under any Jointly Owned Inventions that are invented or created solely by Company or by Persons having an obligation to assign such rights to Company. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries, : (ia) Merck hereby grants to Vaccinex Company a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Merck’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, in accordance with the terms of this Agreement; and (iib) Vaccinex Company hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under VaccinexCompany’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, in each case subject to accordance with the restrictions in Article 3 and terms of this Article 10. Unless otherwise mutually agreed, each Party shall have the right to freely exploit each Jointly Owned Invention, both within and outside the scope of the Study, without accounting to or any other obligation to the other Party, and each Party may grant licenses (with a right to sublicense) to Third Parties under such Party’s interest in each Jointly Owned Invention, in each case subject to the restrictions in Article 3 and this Article 10Agreement. For clarity, (i) the terms of this Agreement do not provide Vaccinex Company or Merck any rights to use or commercialize the other Party’s Compound, or with any rights, title or interest or any license to the other Party’s background intellectual property except as necessary to conduct the Study and as expressly provided under this Agreement, including as set forth in Section 10.4, and (ii) except as may be mutually agreed by the Parties, (x) Vaccinex shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to Merck Compound in or in connection with any patent application (relating to any Invention or otherwise), and (y) Merck shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to the Vaccinex Compound in or in connection with any patent application (relating to any Invention or otherwise).

Joint Ownership and Prosecution. 10.1.1 Subject to Sections 10.2 and 10.3, all (a) All rights to all Inventions relating to to, or covering covering, the combined use of the Vaccinex Compound and Merck Compound Combination that are [***] or [***] (each a “Jointly Owned Invention”) shall be owned jointly by Vaccinex Intensity and MerckMSD. MSD hereby assigns to Intensity an undivided one-half interest in, to and under the Jointly Owned Inventions that are invented or created solely by MSD or by Persons having an obligation to assign such rights to MSD. Intensity hereby assigns to MSD an undivided one-half interest in, to and under any Jointly Owned Inventions that are invented or created solely by Intensity or by Persons having an obligation to assign such rights to Intensity. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice exploit such Jointly Owned Invention in such countries, : (ia) Merck MSD hereby grants to Vaccinex Intensity a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under MerckMSD’s right, title and interest in and to all Jointly Owned Inventions to use exploit such Jointly Owned Inventions for any usein accordance with the terms of this Agreement, including Section 10.1.1(b); and (iib) Vaccinex Intensity hereby grants to Merck MSD a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under VaccinexIntensity’s right, title and interest in and to all Jointly Owned Inventions to use exploit such Inventions for any use, in each case subject to the restrictions in Article 3 and this Article 10. Unless otherwise mutually agreed, each Party shall have the right to freely exploit each Jointly Owned InventionInventions in accordance with the terms of this Agreement, both within and outside the scope of the Study, without accounting to or any other obligation to the other Party, and each Party may grant licenses (with a right to sublicense) to Third Parties under such Party’s interest in each Jointly Owned Invention, in each case subject to the restrictions in Article 3 and this Article 10including Section 10.1.1(b). For clarity, (i) the terms of this Agreement do not provide Vaccinex Intensity or Merck any rights to use or commercialize the other Party’s Compound, or MSD with any rights, title or interest or any license to the other Party’s background intellectual property except as necessary to conduct the Study and as expressly provided under this Agreement, including as set forth in Section 10.4, and (ii) except as may be mutually agreed by the Parties, (x) Vaccinex shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to Merck Compound in or in connection with any patent application (relating to any Invention or otherwise), and (y) Merck shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to the Vaccinex Compound in or in connection with any patent application (relating to any Invention or otherwise).

Joint Ownership and Prosecution. 10.1.1 10.1.1. Subject to Sections 10.2 and 10.3, all rights to all Inventions relating to or embodying, claiming and/or covering the combined use of the Vaccinex Compound and Merck Compound Combination (each a “Jointly Owned Invention”), and all Know-How that (i) is generated jointly by the Parties in the performance of the Study, which includes the Protocol, and (ii) is not a Jointly Owned Invention (“Collaboration Know-How”), shall be owned jointly by Vaccinex Incyte and MerckAdvaxis, and each Party hereby assigns to the other a joint ownership interest in all such Jointly Owned Inventions and Collaboration Know-How. Except as set forth in Section 10.1.3.2 below, Incyte and Advaxis shall each be entitled to use the Jointly Owned Inventions without accounting or financial payment to the other Party and without the consent of the other Party. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries, (i) Merck Advaxis hereby grants to Vaccinex a perpetual, irrevocableIncyte a, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under MerckAdvaxis’s right, title and interest in and to all Jointly Owned Inventions and Collaboration Know-How to use such Inventions for any use, and Know-How without restriction and (ii) Vaccinex Incyte hereby grants to Merck a perpetual, irrevocableAdvaxis a, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under VaccinexIncyte’s right, title and interest in and to all Jointly Owned Inventions and Collaboration Know-How to use such Inventions for any use, in each case subject to the restrictions in Article 3 and this Article 10. Unless otherwise mutually agreed, each Party shall have the right to freely exploit each Jointly Owned Invention, both within and outside the scope of the Study, Know-How without accounting to or any other obligation to the other Party, and each Party may grant licenses (with a right to sublicense) to Third Parties under such Party’s interest in each Jointly Owned Invention, in each case subject to the restrictions in Article 3 and this Article 10restriction. For clarity, (i) the terms of this Agreement do not provide Vaccinex Incyte or Merck any rights to use or commercialize the other Party’s Compound, or Advaxis with any rights, title or interest or any license to the other Party’s background intellectual property Background Intellectual Property except as necessary to conduct the Study and as expressly set forth in Section 10.4, and (ii) except as may be mutually agreed by the Parties, (x) Vaccinex shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to Merck Compound in or in connection with any patent application (relating to any Invention or otherwise), and (y) Merck shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to the Vaccinex Compound in or in connection with any patent application (relating to any Invention or otherwise)Study.

Joint Ownership and Prosecution. 10.1.1 Subject to Sections 10.2 and 10.3, all rights to all Inventions relating to or covering the combined use of the Vaccinex Compound and Merck Compound *** (each a “Jointly Owned Invention”) shall be owned jointly by Vaccinex PDS and Merck. Merck hereby assigns to PDS an undivided one-half interest in, to and under the Jointly Owned Inventions that are invented or created solely by Merck or by Persons having an obligation to assign such rights to Merck. PDS hereby assigns to Merck an undivided one-half interest in, to and under any Jointly Owned Inventions that are invented or created solely by PDS or by Persons having an obligation to assign such rights to PDS. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries, : (i) Merck hereby grants to Vaccinex PDS a perpetual, irrevocable, non-exclusive, worldwideworld-wide, royalty-free, fully paid-up license, transferable and sublicensable, under Merck’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, in accordance with the terms of this Agreement; and (ii) Vaccinex PDS hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Vaccinex’s PDS’ right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, in each case subject to accordance with the restrictions in Article 3 and terms of this Article 10. Unless otherwise mutually agreed, each Party shall have the right to freely exploit each Jointly Owned Invention, both within and outside the scope of the Study, without accounting to or any other obligation to the other Party, and each Party may grant licenses (with a right to sublicense) to Third Parties under such Party’s interest in each Jointly Owned Invention, in each case subject to the restrictions in Article 3 and this Article 10Agreement. For clarity, (i) the terms of this Agreement do not provide Vaccinex PDS or Merck any rights to use or commercialize the other Party’s Compound, or with any rights, title or interest or any license to the other Party’s background intellectual property except as necessary to conduct the Study and as expressly provided under this Agreement, including as set forth in Section 10.4, and (ii) except as may be mutually agreed by the Parties, (x) Vaccinex shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to Merck Compound in or in connection with any patent application (relating to any Invention or otherwise), and (y) Merck shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to the Vaccinex Compound in or in connection with any patent application (relating to any Invention or otherwise).

Joint Ownership and Prosecution. 10.1.1 Subject to Sections Section 10.2 and Section 10.3, all rights to all Inventions relating to or covering the combined use of the Vaccinex Compound and Merck Compound [***] (each each, a “Jointly Owned Invention”) shall belong jointly to ImmunoGen and Xxxxxxxx. Xxxxxxxx hereby assigns to ImmunoGen an undivided one-half interest in, to and under the Jointly Owned Inventions that are invented or created by Xxxxxxxx or by Persons having an obligation to assign such rights to Xxxxxxxx. ImmunoGen hereby assigns to Xxxxxxxx an undivided one-half interest in, to and under any Jointly Owned Inventions that are invented or created by ImmunoGen or by Persons having an obligation to assign such rights to ImmunoGen. ImmunoGen and Xxxxxxxx shall each be owned jointly by Vaccinex and Merckentitled to use the Jointly Owned Inventions in accordance with Section 10.1.2. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice or license such Jointly Owned Invention in such countries, (i) Merck Xxxxxxxx hereby grants to Vaccinex ImmunoGen a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Merck’s Xxxxxxxx’x right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any useInventions, and (ii) Vaccinex ImmunoGen hereby grants to Merck Xxxxxxxx a perpetual, irrevocable, non-non- exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under VaccinexImmunoGen’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, in each case subject to the restrictions in Article 3 and this Article 10. Unless otherwise mutually agreed, each Party shall have the right to freely exploit each Jointly Owned Invention, both within and outside the scope of the Study, without accounting to or any other obligation to the other Party, and each Party may grant licenses (with a right to sublicense) to Third Parties under such Party’s interest in each Jointly Owned Invention, in each case subject to the restrictions in Article 3 and this Article 10Inventions. For clarity, (i) the terms of this Agreement do not provide Vaccinex ImmunoGen or Merck any rights to use or commercialize the other Party’s Compound, or Xxxxxxxx with any rights, title or interest or any license to the other Party’s background intellectual property except as necessary to conduct the Study and as expressly provided under this Agreement, including as set forth in Section 10.4, and (ii) except as may be mutually agreed by the Parties, (x) Vaccinex shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to Merck Compound in or in connection with any patent application (relating to any Invention or otherwise), and (y) Merck shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to the Vaccinex Compound in or in connection with any patent application (relating to any Invention or otherwise)10.6.

Joint Ownership and Prosecution. 10.1.1 Subject to Sections 10.2 and 10.3, all All rights to all Inventions relating to to, or covering the combined use of the Vaccinex Compound and Merck Compound covering, * (each a “Jointly Owned Invention”) shall be owned jointly by Vaccinex Company and Merck. Merck hereby assigns to Company an undivided one-half interest in, to and under the Jointly Owned Inventions that are invented or created solely by Merck or by Persons having an obligation to assign such rights to Merck. Company hereby assigns to Merck an undivided one-half interest in, to and under any Jointly Owned Inventions that are invented or created solely by Company or by Persons having an obligation to assign such rights to Company. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries, : (ia) Merck hereby grants to Vaccinex Company a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Merck’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, in accordance with the terms of this Agreement; and (iib) Vaccinex Company hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under VaccinexCompany’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, in each case subject to accordance with the restrictions in Article 3 and terms of this Article 10. Unless otherwise mutually agreed, each Party shall have the right to freely exploit each Jointly Owned Invention, both within and outside the scope of the Study, without accounting to or any other obligation to the other Party, and each Party may grant licenses (with a right to sublicense) to Third Parties under such Party’s interest in each Jointly Owned Invention, in each case subject to the restrictions in Article 3 and this Article 10Agreement. For clarity, (i) the terms of this Agreement do not provide Vaccinex Company or Merck any rights to use or commercialize the other Party’s Compound, or with any rights, title or interest or any license to the other Party’s background intellectual property except as necessary to conduct the Study and as expressly provided under this Agreement, including as set forth in Section 10.4, and (ii) except as may be mutually agreed by the Parties, (x) Vaccinex shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to Merck Compound in or in connection with any patent application (relating to any Invention or otherwise), and (y) Merck shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to the Vaccinex Compound in or in connection with any patent application (relating to any Invention or otherwise).

Joint Ownership and Prosecution. 10.1.1 (a) Subject to Sections 10.2 16.1, 16.2 and 10.316.5, all rights to all Sub-Study Inventions relating to to, or covering the combined use of the Vaccinex Compound and Merck Compound covering, [***] (each GSI) (a “Jointly Owned Sub-Study Invention”) shall be owned jointly by Vaccinex GSK and MerckSpringWorks. Each Party hereby assigns to the other Party a one-half, undivided interest under its right, title and interest in, to and under Jointly Owned Sub-Study Inventions. GSK and SpringWorks shall each be entitled to exploit the Jointly Owned Sub-Study Inventions solely in accordance with this Section 16.4, and without accounting or financial payment to the other Party and without the consent of the other Party. For those countries where a specific license is required for a joint owner of a Jointly Owned Sub-Study Invention to practice such Jointly Owned Sub-Study Invention in such countries, (i) Merck SpringWorks hereby grants to Vaccinex GSK a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, license under Merck’s SpringWorks’ right, title and interest in and to all Jointly Owned Sub-Study Inventions to use such Sub-Study Inventions for any usesubject to and in accordance with the terms and conditions of this Agreement (including Section 16.4(b)), and (ii) Vaccinex GSK hereby grants to Merck SpringWorks a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, license under VaccinexGSK’s right, title and interest in and to all Jointly Owned Sub-Study Inventions to use such Sub-Study Inventions for any use, in each case subject to accordance with the restrictions in Article 3 terms and conditions of this Article 10. Unless otherwise mutually agreed, each Party shall have the right to freely exploit each Jointly Owned Invention, both within and outside the scope of the Study, without accounting to or any other obligation to the other Party, and each Party may grant licenses Agreement (with a right to sublicense) to Third Parties under such Party’s interest in each Jointly Owned Invention, in each case subject to the restrictions in Article 3 and this Article 10including Section 16.4(b)). For claritythe avoidance of doubt, (i) the terms of this Agreement do not provide Vaccinex GSK or Merck any rights to use or commercialize the other Party’s Compound, or SpringWorks with any rights, title or interest to or in or any license to the other Party’s background intellectual property Intellectual Property Rights except as necessary to conduct the Sub-Study and as expressly set forth in Section 10.4, this Article 16. [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) except as may would be mutually agreed by the Parties, (x) Vaccinex shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to Merck Compound in or in connection with any patent application (relating to any Invention or otherwise), and (y) Merck shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to the Vaccinex Compound in or in connection with any patent application (relating to any Invention or otherwise)competitively harmful if publicly disclosed.

Joint Ownership and Prosecution. 10.1.1 Subject to Sections 10.2 and 10.3, all 10.1.1. All rights to all Inventions relating to to, or covering covering, the combined use of the Vaccinex Company Compound and the Merck Compound that are not Merck Inventions or Company Inventions (each a “Jointly Owned Invention”) shall be owned jointly by Vaccinex Company and Merck, with each Party holding an undivided one-half interest therein. Merck hereby assigns, and shall cause its Affiliates, Subcontractors and sublicensees to assign, to Company an undivided one-half in, to and under the Jointly Owned Inventions that are invented or created by or on behalf of Merck, any of its Affiliates or by Persons having an obligation to assign such rights to Merck. Company hereby assigns, and shall cause its Affiliates, Subcontractors and sublicensees to assign, to Merck an undivided one-half interest in, to and under any Jointly Owned Inventions that are invented or created by or on behalf of Company or by Persons having an obligation to assign such rights to Company. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries, : (i) Merck hereby grants grants, and shall cause its applicable Affiliates to Vaccinex grant, to Company a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Merck’s right, title and interest in and to all Jointly Owned Inventions Inventions, and all related Joint Patents, to use such Inventions for any use, and intellectual property in accordance with the terms of this Agreement; and (ii) Vaccinex Company hereby grants grants, and shall cause its applicable Affiliates to grant, to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under VaccinexCompany’s right, title and interest in and to all Jointly Owned Inventions Inventions, and all related Joint Patents, to use such Inventions for any use, and intellectual property in each case subject to accordance with the restrictions in Article 3 and terms of this Article 10. Unless otherwise mutually agreed, each Party shall have the right to freely exploit each Jointly Owned Invention, both within and outside the scope of the Study, without accounting to or any other obligation to the other Party, and each Party may grant licenses (with a right to sublicense) to Third Parties under such Party’s interest in each Jointly Owned Invention, in each case subject to the restrictions in Article 3 and this Article 10Agreement. For clarity, (i) the terms of this Agreement do not provide Vaccinex Company or Merck any rights to use or commercialize the other Party’s Compound, or with any rights, title or interest or any license to the other Party’s background intellectual property (other than intellectual property with respect to the Jointly Owned Inventions) except as to the extent necessary to conduct the Study Study, subject to the terms in, and to the extent expressly provided, under this Agreement, including as expressly set forth in Section 10.4, and (ii) except as may be mutually agreed by the Parties, (x) Vaccinex shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to Merck Compound in or in connection with any patent application (relating to any Invention or otherwise), and (y) Merck shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to the Vaccinex Compound in or in connection with any patent application (relating to any Invention or otherwise)10.5.

Joint Ownership and Prosecution. 10.1.1 Each Party shall promptly disclose in writing to the other Party any Invention of which it becomes aware. Subject to Sections 10.2 (Inventions Owned by Amgen) and 10.310.3 (Inventions Owned by Ideaya), all rights to all Inventions, including any Inventions relating to or covering the combined use of the Vaccinex Amgen Compound and Merck the Ideaya Compound (each a “Jointly Owned Invention”) shall will belong jointly to Amgen and Ideaya. Amgen and Ideaya will each be owned jointly by Vaccinex entitled to use Jointly Owned Inventions without restriction in accordance with the terms and Merckconditions of this Agreement and without accounting or financial payment to the other Party and without the consent of the other Party and each Party may use, exploit, assign or grant licenses (with right to sublicense through multiple tiers), to any Third Parties for use and exploitation in the Territory, under its interests in such Jointly Owned Inventions and Joint Patents. Notwithstanding the foregoing, Ideaya covenants and agrees that it and its Affiliates, and permitted sublicensees and assignees will not use Jointly Owned Inventions to research, develop or commercialize (directly or indirectly) the Amgen Compound, and Amgen covenants and agrees that it and its Affiliates, and permitted sublicensees and assignees will not use Jointly Owned Inventions to research, develop or commercialize (directly or indirectly) the Ideaya Compound. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries, (i) Merck Ideaya hereby grants to Vaccinex [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Amgen a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under MerckIdeaya’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, in accordance with the terms and conditions of this Agreement and (ii) Vaccinex Amgen hereby grants to Merck Ideaya a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under VaccinexAmgen’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, in each case subject to accordance with the restrictions in Article 3 terms and conditions of this Article 10. Unless otherwise mutually agreed, each Party shall have the right to freely exploit each Jointly Owned Invention, both within and outside the scope of the Study, without accounting to or any other obligation to the other Party, and each Party may grant licenses (with a right to sublicense) to Third Parties under such Party’s interest in each Jointly Owned Invention, in each case subject to the restrictions in Article 3 and this Article 10Agreement. For clarity, (i) except as expressly provided herein, the terms of this Agreement do not provide Vaccinex Amgen or Merck any rights to use or commercialize the other Party’s Compound, or Ideaya with any rights, title or interest or any license to the other Party’s background Background IP or Sole Inventions or intellectual property except as necessary rights covering or claiming such Sole Inventions. For the avoidance of doubt, either Party may rely on an Efficacy Result in making a decision to conduct pursue research or development with its respective Compound, either alone or in combination with other compounds (excluding the Study other Party’s respective Compound), and as expressly such reliance shall not be deemed a violation of any restriction set forth in Section 10.4, and (ii) except as may be mutually agreed by the Parties, (x) Vaccinex shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to Merck Compound in or in connection with any patent application (relating to any Invention or otherwise), and (y) Merck shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to the Vaccinex Compound in or in connection with any patent application (relating to any Invention or otherwise)this Agreement.