Common use of Joint Ownership and Prosecution Clause in Contracts

Joint Ownership and Prosecution. 10.1.1. All rights to all Inventions relating to, or covering, the combined use of the 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 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 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 in accordance with the terms of this Agreement; and (ii) Antigen Express hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Antigen Express’ right, title and interest in and to all Jointly Owned Inventions to use such Inventions in accordance with the terms of this Agreement. For clarity, the terms of this Agreement do not provide Antigen Express or Merck with any rights, title or interest or any license to the other Party’s intellectual property except as necessary to conduct the Study and as expressly provided under this Agreement, including as set forth in Section 10.4. 10.1.2. 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; provided, however, that Merck may not use the Jointly Owned Inventions, directly or indirectly, to research, develop or commercialize a compound that is an Antigen Express Class Compound, and Antigen Express may not use the Jointly Owned Inventions, directly or indirectly, to research, develop or commercialize a PD-1 Antagonist. 10.1.3. Promptly following the Effective Date, but in any event as soon as practicable after the discovery of a Jointly Owned Invention, patent representatives of each of the Parties shall meet (in person or by telephone) to discuss the patenting strategy for any Jointly Owned Inventions that may arise. In particular, the Parties shall discuss which Party will file and prosecute a patent application (including any provisional, substitution, divisional, continuation, continuation in part, reissue, renewal, reexamination, extension, supplementary protection certificate and the like) in respect of any Jointly Owned Invention (each, a “Joint Patent Application”) and whether the Parties wish to appoint counsel that is mutually acceptable to the Parties. In any event, the Parties shall consult and reasonably cooperate with one another in the preparation, filing, prosecution (including prosecution strategy) and maintenance of such patent application and shall equally share the expenses associated with the Joint Patent Applications and any corresponding Joint Patents. In the event that one Party (the “Filing Party”) wishes to file a patent application for a Jointly Owned Invention and the other Party (the “Non-Filing Party”) does not want to file a patent application for such Jointly Owned Invention or does not want to file in a particular country, the Non-Filing Party shall execute in a timely manner and at the Filing Party’s reasonable expense an assignment of such Jointly Owned Invention to the Filing Party (in such country or all countries, as applicable) and any additional documents as may be reasonably necessary to allow the Filing Party to file and prosecute such patent application. If a Party (the “Opting-out Party”) wishes to discontinue the prosecution and maintenance (or sharing in the costs with respect thereto) of a Joint Patent Application or Joint Patent (in one or more countries), the other Party, at its sole option (the “Continuing Party”), may continue such prosecution and maintenance. In such event, the Opting-out Party shall execute in a timely manner and at the Continuing Party’s reasonable expense an assignment of such Joint Patent Application or Joint Patent to the Continuing Party (in such country or all countries, as applicable) and any additional documents as may be necessary to allow the Continuing Party to prosecute and maintain such Joint Patent Application or Joint Patent. Any Jointly Owned Invention, Joint Patent Application or Joint Patent so assigned shall thereafter be owned solely by the Continuing Party or Filing Party (as applicable), shall no longer be considered jointly owned, and the Non-Filing Party or Opting-out Party (as applicable) shall have no right to practice under such Joint Patent Application or Joint Patent in the applicable country or countries. 10.1.4. Except as expressly provided in Section 10.1.3 and in furtherance and not in limitation of Section 9.1, each Party agrees to make no patent application based on the other Party’s Confidential Information, and to give no assistance to any Third Party for such application, without the other Party’s prior written authorization. 10.1.5. Antigen Express shall have the first right to initiate legal action to enforce all Joint Patents against infringement and to protect all Jointly Owned Inventions from misappropriation by any Third Party, where such infringement or misappropriation results from the development or sale of a product that includes an Antigen Express Class Compound but not a PD-1 Antagonist or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Antigen Express fails to initiate or defend such action within thirty

Joint Ownership and Prosecution. 10.1.1. All rights to all Inventions relating to, or covering, the combined use of the 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 Antigen Express Company and Merck. Merck hereby assigns to Antigen Express 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. Antigen Express 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 Antigen Express Company or by Persons having an obligation to assign such rights to Antigen ExpressCompany. 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 Antigen Express 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 in accordance with the terms of this Agreement; and (iib) Antigen Express Company hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Antigen Express’ Company’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions in accordance with the terms of this Agreement. For clarity, the terms of this Agreement do not provide Antigen Express Company or Merck with any rights, title or interest or any license to the other Party’s intellectual property except as necessary to conduct the Study and as expressly provided under this Agreement, including as set forth in Section 10.4. 10.1.2. 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; provided, however, that Merck may not use the Jointly Owned Inventions, directly or indirectly, to research, develop or commercialize a compound that is an Antigen Express Class Compound, and Antigen Express may not use the Jointly Owned Inventions, directly or indirectly, to research, develop or commercialize a PD-1 Antagonist[*****]. 10.1.3. Promptly following the Effective Date, but in any event as soon as practicable after the discovery of a Jointly Owned Invention, patent representatives of each of the Parties shall meet (in person or by telephone) to discuss the patenting strategy for any Jointly Owned Inventions that may arise. In particular, the Parties shall discuss which Party will file and prosecute a patent application (including any provisional, substitution, divisional, continuation, continuation in part, reissue, renewal, reexamination, extension, supplementary protection certificate and the like) in respect of any Jointly Owned Invention (each, a “Joint Patent Application”) and whether the Parties wish to appoint counsel that is mutually acceptable to the Parties. In any event, the Parties shall consult and reasonably cooperate with one another in the preparation, filing, prosecution (including prosecution strategy) and maintenance of such patent application and shall equally share the expenses associated with the Joint Patent Applications and any corresponding Joint Patents. In the event that one Party (the “Filing Party”) wishes to file a patent application for a Jointly Owned Invention and the other Party (the “Non-Filing Party”) does not want to file a patent application for such Jointly Owned Invention or does not want to file in a particular country, the Non-Filing Party shall execute in a timely manner and at the Filing Party’s reasonable expense an assignment of such Jointly Owned Invention to the Filing Party (in such country or all countries, as applicable) and any additional documents as may be reasonably necessary to allow the Filing Party to file and prosecute such patent application. If a Party (the “Opting-out Party”) wishes to discontinue the prosecution and maintenance (or sharing in the costs with respect thereto) of a Joint Patent Application or Joint Patent (in one or more countries), the other Party, at its sole option (the “Continuing Party”), may continue such prosecution and maintenance. In such event, the Opting-out Party shall execute in a timely manner and at the Continuing Party’s reasonable expense an assignment of such Joint Patent Application or Joint Patent to the Continuing Party (in such country or all countries, as applicable) and any additional documents as may be necessary to allow the Continuing Party to prosecute and maintain such Joint Patent Application or Joint Patent. Any Jointly Owned Invention, Joint Patent Application or Joint Patent so assigned shall thereafter be owned solely by the Continuing Party or Filing Party (as applicable), shall no longer be considered jointly owned, and the Non-Filing Party or Opting-out Party (as applicable) shall have no right to practice under such Joint Patent Application or Joint Patent in the applicable country or countries. 10.1.4. Except as expressly provided in Section 10.1.3 and in furtherance and not in limitation of Section 9.1, each Party agrees to make no patent application based on the other Party’s Confidential Information, and to give no assistance to any Third Party for such application, without the other Party’s prior written authorization. 10.1.5. Antigen Express Company shall have the first right to initiate legal action to enforce all Joint Patents against infringement and to protect all Jointly Owned Inventions from misappropriation by any Third Party, where such infringement or misappropriation results from the development or sale of a product that includes an Antigen Express Class Compound but not a PD-1 Antagonist [*****] or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Antigen Express Company fails to initiate or defend such action within thirtythirty (30) days after being first notified of such infringement, Merck shall have the right to do so at its sole expense. Merck shall have the first right to initiate legal action to enforce all Joint Patents against infringement and to protect all Jointly Owned Inventions from misappropriation by any Third Party, where [*****] or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Merck fails to initiate or defend such action within thirty (30) days after being first notified of such infringement, Company shall have the right to do so at its sole expense. The Parties shall cooperate in good faith to coordinate legal action to enforce all Joint Patents against infringement, and to protect all Jointly Owned Inventions from misappropriation, by any Third Party where [*****] or to defend any declaratory judgment action relating thereto, and shall share the costs and expenses of such litigation equally. Any damages or other monetary awards recovered shall be shared as follows: (a) the amount of such recovery actually received by the Party controlling such action shall be first applied to the out-of-pocket costs of each Party in connection with such action; and then (b) any remaining proceeds shall be divided evenly between Company and Merck. 10.1.6. If one Party brings any prosecution or enforcement action or proceeding against a Third Party with respect to any Joint Patent, the second Party agrees to be joined as a party plaintiff where necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section 10.1.6 shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: (a) the amount of such recovery actually received by the Party controlling such action shall be first applied to the out-of-pocket costs of each Party in connection with such action; and then (b) any remaining proceeds shall be divided evenly between Company and Merck. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.1.6 may not be entered into without the consent of the Party not bringing the suit.

Joint Ownership and Prosecution. 10.1.1. All 10.1.1 Subject to Sections 10.2 and 10.3, all rights to all Inventions relating to, to or covering, covering the combined use of the Antigen Express Vaccinex Compound and the Merck Compound that are not Merck Inventions or Antigen Express Inventions (each a “Jointly Owned Invention”) shall be owned jointly by Antigen Express Vaccinex 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 Antigen Express 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 in accordance with the terms of this Agreement; for any use, and (ii) Antigen Express Vaccinex hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Antigen Express’ Vaccinex’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. For clarity, the terms of this Agreement do not provide Antigen Express or Merck with any rights, title or interest or any license each case subject to the other Party’s intellectual property except as necessary to conduct the Study restrictions in Article 3 and as expressly provided under this AgreementArticle 10. Unless otherwise mutually agreed, including as set forth in Section 10.4. 10.1.2. Each each Party shall have the right to freely exploit each Jointly Owned Invention Invention, both within and outside the scope of the Study, without accounting to or any other obligation to the other Party; provided, however, that Merck and each Party may not use the grant licenses (with a right to sublicense) to Third Parties under such Party’s interest in each Jointly Owned InventionsInvention, directly 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 indirectly, Merck any rights to research, develop use or commercialize a compound that is an Antigen Express Class 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 Antigen Express as expressly set forth in Section 10.4, and (ii) except as may be mutually agreed by the Parties, (x) Vaccinex shall not use disclose to a patent authority any Clinical Data relating to the Jointly Owned InventionsCombination 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), directly 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 indirectly, any Sample Testing Results relating to research, develop the Vaccinex Compound in or commercialize a PD-1 Antagonistin connection with any patent application (relating to any Invention or otherwise). 10.1.3. 10.1.2 Promptly following the Effective Date, but in any event as soon as practicable after the discovery of a Jointly Owned Invention, patent representatives of each of the Parties shall meet (in person or by telephone) to discuss the patenting strategy for any Jointly Owned Inventions that which may arise, including deciding on (A) the timing for filing of any provisional or regular patent application; (B) the countries in which patent applications should be filed, subject to the opt-out procedure described below; and (C) the Party that will take the lead in prosecuting and/or maintaining particular Jointly Owned Inventions (the “Lead Prosecuting Party”) (it being understood that the Parties may mutually agree to conduct some or all Note: Reference to “Merck” in this document refers to the Group of Companies affiliated with Merck KGaA, Darmstadt, Germany. In particularprosecution and/or maintenance jointly through an outside patent counsel acceptable to both Parties). The Parties acknowledge and agree that unless otherwise agreed and subject to Section 10.1.1, the Parties Lead Prosecuting Party shall discuss which Party will have the first right (but not the obligation) to file and prosecute a patent application (including any provisional, substitution, divisional, continuation, continuation in part, reissue, renewal, reexamination, extension, supplementary protection certificate and the like) in respect of any Jointly Owned Invention (each, a “Joint Patent Application”) ), using patent counsel selected by the Lead Prosecuting Party and whether the Parties wish to appoint counsel that is mutually reasonably acceptable to the Partiesother Party. In any event, the Parties shall consult and reasonably cooperate with one another in the preparation, filing, prosecution (including prosecution strategy) and maintenance of such patent application Joint Patent Application and shall equally share the expenses associated with therewith. For the Joint Patent Applications and any corresponding Joint Patents. In avoidance of doubt both the event that one Lead Prosecuting Party (the “Filing Party”) wishes to file a patent application for a Jointly Owned Invention and the other Party (shall be both fully and equally considered as the “Non-Filing Party”) does not want to file a patent application for such beneficial owners of the rights derived from the Jointly Owned Invention or does not want to file in a particular country, the Non-Filing Party shall execute in a timely manner and at the Filing Party’s reasonable expense an assignment of such Jointly Owned Invention subject to the Filing Party (in such country or all countriesJoint Patent Application, as applicable) and any additional documents as may be reasonably necessary subject to allow the Filing Party to file and prosecute such patent applicationopt-out procedure described below. If a Party (the “Opting-out Party”) does not want to file a patent application for a Jointly Owned Invention (either generally or with respect to a particular country) or at any point after the initial filing wishes to discontinue the prosecution and maintenance (or sharing in the costs with respect thereto) of a Joint Patent Application or Joint Patent (in one or more countries)Application, the other Party, at its sole option (the “Continuing Party”), may continue such prosecution and maintenancemaintenance at its sole expense. In such event, the Opting-out Party shall execute in a timely manner such documents and perform such acts at the Continuing Party’s reasonable expense as may be reasonably necessary in a timely manner to effect an assignment of such Joint Patent Application or Joint Patent to the Continuing Party (in such country or all countries, as applicable) and any additional documents as may be necessary to allow the Continuing Party to prosecute and maintain such patent application. Any Joint Patent Application or Joint Patent. Any Jointly Owned Invention, Joint Patent Application or Joint Patent Invention so assigned shall thereafter be owned solely by the Continuing Party or Filing Party (as applicable)Party; provided, shall no longer be considered jointly ownedhowever, and that the Non-Filing Party or Opting-out Party (as applicableincluding its successors and assigns) shall have no right retain a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license under any patent claims arising from such Jointly Owned Invention in any applicable countries with respect to practice the use, manufacture, sale or other exploitation of (a) where Vaccinex is the Opting-out Party, the Vaccinex Compound or any other Vaccinex Class Compound that is owned or controlled by Vaccinex, or (b) where Merck is the Opting-out Party, Merck Compound or any other Merck Class Compound that is owned or controlled by Merck, such license in each case being sublicensable or transferable solely together with an exclusive license or sublicense under or an assignment of the Opting-out Party’s rights to any such Joint Patent Application or Joint Patent in the applicable country or countriescompound. 10.1.4. 10.1.3 Except as expressly provided in Section 10.1.3 10.1.2 and in furtherance and not in limitation of Section 9.1, each Party agrees to it will not make no or support any patent application based on the other Party’s Confidential Information, and to give no will not provide assistance to any Third Party for such application, without the other Party’s prior written authorization. 10.1.5. Antigen Express 10.1.4 Subject to this Section 10.1.4, Vaccinex shall have the first right (but not the obligation) to initiate legal action to enforce all Joint Patents against infringement infringement, and to protect all Jointly Owned Inventions from misappropriation misappropriation, by any Third Party, Party where such infringement or misappropriation results from the development or sale of the Vaccinex Compound or a product that includes an Antigen Express Vaccinex Class Compound but not a PD-1 Antagonist Compound, or to defend any declaratory judgment action or Note: Reference to “Merck” in this document refers to the Group of Companies affiliated with Merck KGaA, Darmstadt, Germany. inter partes review actions (or foreign equivalents thereof) relating thereto, at its sole expense. In the event that Antigen Express fails to Vaccinex does not initiate or defend such action within thirtythirty (30) days after being first notified of such infringement or misappropriation, Merck shall have the right to do so at its sole expense. Similarly, subject to this Section 10.1.4, Merck shall have the first right (but not the obligation) to initiate legal action to enforce all Joint Patents against infringement, and to protect all Jointly Owned Inventions from misappropriation, by any Third Party where such infringement or misappropriation results from the development or sale of Merck Compound or an Merck Class Compound, or to defend any declaratory judgment action or inter partes review actions (or foreign equivalents thereof) relating thereto, at its sole expense. In the event that Merck does not initiate or defend such action within thirty (30) days after being first notified of such infringement or misappropriation, Vaccinex shall have the right to do so at its sole expense. In the event that infringement of any Joint Patent or misappropriation of any Jointly Owned Invention results from the development or sale of a product combining, or a use or method of use of both, the Vaccinex Compound or a Vaccinex Class Compound and Merck Compound or an Merck Class Compound, the Parties shall discuss and agree on enforcement strategy and the Parties’ rights and responsibilities regarding enforcement and the costs thereof. 10.1.5 If one Party exercises its right to initiate or defend legal action against a Third Party as set forth in Section 10.1.4 above, such initiating/defending Party shall keep the other Party reasonably and regularly informed of the status and progress of the action. The non-initiating/non-defending Party agrees to be joined as a party plaintiff where necessary for purposes of legal standing and to give the initiating/defending Party reasonable assistance and authority to file and prosecute the suit. In such case, the costs and expenses of the non-initiating/non-defending Party shall be borne by the initiating/defending Party, and the initiating/defending Party shall indemnify the non-initiating/non-defending Party against any claims, suits, losses, or liabilities incurred as a result of being joined as plaintiff, except to the extent arising from the negligence or willful misconduct of the non-initiating/non-defending Party. In any event, the non-initiating/non-defending Party shall have the right to be represented in the action by counsel of its choice and at its own expense. Any damages or other monetary awards recovered in the action shall be retained by the initiating/defending Party; provided, however, that in the event that the Parties agree to share the cost of the action as part of a cost-sharing arrangement, such damages or other monetary awards shall be shared by the Parties in proportion to their relative contributions to the total costs and expenses of the action, or as otherwise agreed by the Parties in writing. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.1.5 may not be entered into without the consent of both Parties.

Joint Ownership and Prosecution. 10.1.1. All 10.1.1 Subject to Sections 10.2 and 10.3, all rights to all Inventions relating to, to or covering, covering the combined use of the Antigen Express Lilly Compound and the Merck Athenex Compound that are not Merck Inventions or Antigen Express Inventions (each a “Jointly Owned Invention”) shall be owned belong jointly by Antigen Express to Lilly 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 ExpressAthenex. 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 Antigen Express 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 in accordance with the terms of this Agreement; and (ii) Antigen Express Lilly hereby grants to Merck Athenex a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Antigen Express’ Lilly’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions in accordance with the terms of this AgreementInventions. For clarity, the terms of this Agreement do not provide Antigen Express Lilly or Merck Athenex 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. 10.1.2. Each Party shall have the right to freely exploit each Jointly Owned Invention Invention, both within and outside the scope of the Study, without accounting to or any other obligation to the other Party; provided, however, that Merck and each Party may not use the grant licenses (with a right to sublicense) to Third Parties under such Party’s interest in each Jointly Owned Inventions, directly or indirectly, to research, develop or commercialize a compound that is an Antigen Express Class Compound, and Antigen Express may not use the Jointly Owned Inventions, directly or indirectly, to research, develop or commercialize a PD-1 AntagonistInvention. 10.1.3. Promptly 10.1.2 As needed following the Effective Date, but in any event as soon as practicable after the discovery of a Jointly Owned Invention, patent representatives of each of the Parties shall meet (in person or by telephone) to discuss the patenting strategy for any Jointly Owned Inventions that which may arise. In particular, the Parties shall discuss which Party will file and prosecute a patent application (including any provisional, substitution, divisional, continuation, continuation in part, reissue, renewal, reexamination, extension, supplementary protection certificate and the like) in respect of any Jointly Owned Invention (each, a “Joint Patent Application”) and whether the Parties wish to appoint counsel that is mutually acceptable to the PartiesJoint Patent Counsel. In any event, the Parties shall consult and reasonably cooperate with one another in the preparation, filing, prosecution (including prosecution strategy) and maintenance of such patent application and shall equally share the expenses associated with the Joint Patent Applications and any corresponding Joint PatentsApplications. In the event that one Party (the “Filing Party”) wishes to file a patent application for a Jointly Owned Invention and the other Party (the “Non-Filing filing Party”) does not want to file a any patent application for such Jointly Owned Invention or does not want to file in a particular country, the Non-Filing filing Party shall execute in a timely manner such documents and perform such acts at the Filing Party’s reasonable expense as may be reasonably necessary to effect an assignment of such Jointly Owned Invention to the Filing Party (in such country or all countries, as applicable) and any additional documents as may be reasonably necessary in a timely manner to allow the Filing Party to file and prosecute such patent application. If Likewise, if a Party (the “Opting-out Party”) wishes to discontinue the prosecution and maintenance (or sharing in the costs with respect thereto) of a Joint Patent Application or Joint Patent (in one or more countries)Application, the other Party, at its sole option (the “Continuing Party”), may continue such prosecution and maintenance. In such event, the Opting-out Party shall execute in a timely manner such documents and perform such acts at the Continuing Party’s reasonable expense as may be reasonably necessary to effect an assignment of such Joint Patent Application or Joint Patent to the Continuing Party (in such country or all countries, as applicable) and any additional documents as may be necessary in a timely manner to allow the Continuing Party to prosecute and maintain such patent application. Any Joint Patent Application or Joint Patent. Any Jointly Owned Invention, Joint Patent Application or Joint Patent Invention so assigned shall thereafter be owned solely by the Continuing Party or Filing Party (as applicable), and any patent claiming such Jointly Owned Invention in the applicable country or countries any such patent, when issued, shall no longer not be considered jointly owned, and the Non-a Joint Patent. The Filing Party or Opting-out Continuing Party (as applicable) shall have no right hereby grants to the Opting-out Party or Non-Filing Party (as applicable) a perpetual, irrevocable, non-exclusive, royalty-free fully paid-up license under such solely owned patent applications and patents to practice under such Joint Patent Application or Joint Patent any Invention claimed therein solely for the purposes of developing and commercializing its respective Compound for use in the applicable country Combination, which license shall not be transferable or countriessublicensable to any Third Party except to (A) Affiliates of the Opting-out Party or Non-Filing Party (as applicable) and (B) Third Parties engaged in developing, manufacturing or marketing that Party’s Compound for or on behalf of that Party or its Affiliates. 10.1.4. 10.1.3 Except as expressly provided in Section 10.1.3 10.1.2 and in furtherance and not in limitation of Section 9.1, each Party agrees to make no patent application based on the other Party’s Confidential Information, and to give no assistance to any Third Party for such application, without the other Party’s prior written authorization. 10.1.5. Antigen Express 10.1.4 Lilly shall have the first right to initiate and control legal action to enforce all Joint Patents against infringement, and to protect all Jointly Owned Inventions from misappropriation, by any Third Party where such infringement or misappropriation results from the development or sale of a molecule that is a biosimilar or interchangeable version of the Lilly Compound (i.e., where a Third Party has filed for marketing approval pursuant to 42 U.S.C. §262(k) or any comparable Applicable Law in other jurisdictions using the Lilly Compound as the reference drug), or to defend any declaratory judgment action relating thereto, at its sole expense (subject to Section 10.1.5). In the event that Lilly fails to initiate or defend such action within thirty (30) days after being first notified of such infringement or misappropriation, Athenex shall have the right to do so at its sole expense (subject to Section 10.1.5). Similarly, Athenex shall have the first right to initiate and control legal action to enforce all Joint Patents against infringement and to protect all Jointly Owned Inventions from misappropriation misappropriation, by any Third Party, Party where such infringement or misappropriation results from the development or sale of a product molecule that includes an Antigen Express Class is a biosimilar or interchangeable version of the Athenex Compound but not (i.e., where a PD-1 Antagonist Third Party has filed for marketing approval pursuant to 42 U.S.C. §262(k) or any comparable Applicable Law in other jurisdictions using the Athenex Compound as the reference drug), or to defend any declaratory judgment action relating thereto, at its sole expenseexpense (subject to Section 10.1.5). In the event that Antigen Express Athenex fails to initiate or defend such action within thirtythirty (30) days after being first notified of such infringement, Lilly shall have the right to do so at its sole expense (subject to Section 10.1.5). In the event that legal action to enforce Joint Patents will involve infringement or misappropriation resulting from the development or sale of a molecule or molecules that is or includes both the Lilly Compound and the Athenex Compound, the Parties shall work together to coordinate such action and shall share the costs and expenses of such litigation equally. For clarity, if the alleged infringer is selling or intending to sell only one biosimilar or interchangeable version of either the Lilly Compound or the Athenex Compound, then the Parties obligation to share the costs and expenses of such litigation shall not apply. 10.1.5 If one Party brings any prosecution or enforcement action or proceeding against a Third Party with respect to any Joint Patent, the second Party agrees to be joined as a party plaintiff where necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. In such case, the costs and expenses of such second Party shall be borne by such second Party, but all other costs and expenses of the litigation shall be borne by the Party bringing or defending such suit. Any damages or other monetary awards recovered shall be shared by the Parties in proportion based on their relative contributions to the total costs and expenses of the litigation. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.1.5 may not be entered into without the consent of the Party not bringing the suit.

Joint Ownership and Prosecution. 10.1.1. All rights to all Inventions relating to, or covering, the combined use of the 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 Antigen Express Adaptimmune and Merck. Merck hereby assigns to Antigen Express 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. Antigen Express 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 Antigen Express Adaptimmune or by Persons having an obligation to assign such rights to Antigen ExpressAdaptimmune. 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 Antigen Express 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 in accordance with the terms of this Agreement; and (ii) Antigen Express Adaptimmune hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Antigen Express’ Adaptimmune’s right, title and interest in and to all Jointly Owned Inventions to use such Jointly Owned Inventions in accordance with the terms of this Agreement. For clarity, the terms of this Agreement do not provide Antigen Express Adaptimmune or Merck with any rights, title or interest or any license to the other Party’s intellectual property except as necessary to conduct the Study and as expressly provided under this Agreement, including as set forth in Section 10.4. 10.1.2. 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; provided, however, that Merck may not use the Jointly Owned Inventions, directly or indirectly, to research, develop or commercialize a compound that is an Antigen Express Class Compound, and Antigen Express may not use the Jointly Owned Inventions, directly or indirectly, to research, develop or commercialize a PD-1 Antagonist*** . 10.1.3. Promptly following the Effective Date, but in any event even as soon as practicable after the discovery of a Jointly Owned Invention, patent representatives of each of the Parties shall meet (in person or by telephone) to discuss the patenting strategy for any Jointly Owned Inventions that may arise. In particular, the Parties shall discuss which Party will file and prosecute a patent application (including any provisional, substitution, divisional, continuation, continuation in part, reissue, renewal, reexamination, extension, supplementary protection certificate and the like) in respect of any Jointly Owned Invention (each, a “Joint Patent Application”) and whether the Parties wish to appoint counsel that is mutually acceptable to the Parties. In any event, the Parties shall consult and reasonably cooperate with one another in the preparation, filing, prosecution (including prosecution strategy) and maintenance of such patent application and shall equally share *** the expenses associated with the Joint Patent Applications and any corresponding Joint Patents. In the event that one Party (the “Filing Party”) wishes to file a patent application for a Jointly Owned Invention and the other Party (the “Non-Filing Party”) does not want to file a patent application for such Jointly Owned Invention or does not want to file in a particular country, the Non-Filing Party shall execute in a timely manner and at the Filing Party’s reasonable expense an assignment of such Jointly Owned Invention to the Filing Party (in such country or all countries, as applicable) and any additional documents as may be reasonably necessary to allow the Filing Party to file and prosecute such patent application. If a Party (the “Opting-out Party”) wishes to discontinue the prosecution and maintenance (or sharing in the costs with respect thereto) of a Joint Patent Application or Joint Patent (in one or more countries), the other Party, at its sole option (the “Continuing Party”), may continue such prosecution and maintenance. In such event, the Opting-out Party shall execute in a timely manner and at the Continuing Party’s reasonable expense an assignment of such Joint Patent Application or Joint Patent to the Continuing Party (in such country or all countries, as applicable) and any additional documents as may be necessary to allow the Continuing Party to prosecute and maintain such Joint Patent Application or Joint Patent. Any Jointly Owned Invention, Joint Patent Application or Joint Patent so assigned shall thereafter be owned solely by the Continuing Party or Filing Party (as applicable), shall no longer be considered jointly owned*** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. *** , and the Non-Filing Party or Opting-out Party (as applicable) shall have no right to practice under such Joint Patent Application or Joint Patent *** in the applicable country or countries. 10.1.4. Except as expressly provided in Section 10.1.3 and in furtherance and not in limitation of Section 9.1, each Party agrees to make no patent application based on disclosing the other Party’s Confidential Information, and to give no assistance to any Third Party for such application, without the other Party’s prior written authorization. 10.1.5. Antigen Express shall have the first right to initiate legal action to enforce all Joint Patents against infringement and to protect all Jointly Owned Inventions from misappropriation by any Third Party, where such infringement or misappropriation results from the development or sale of a product that includes an Antigen Express Class Compound but not a PD-1 Antagonist *** or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Antigen Express *** fails to initiate or defend such action within thirty*** days after being first notified of such infringement, *** may request in writing the right to do so at its sole expense and Adaptimmune shall have a period of *** days from receipt of request to determine whether *** may or may not initiate or defend such action. *** shall have the first right to initiate legal action to enforce all Joint Patents against infringement and to protect all Jointly Owned Inventions from misappropriation by any Third Party, where such infringement or misappropriation *** or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that *** fails to initiate or defend such action within *** days after being first notified of such infringement, *** may request in writing the right to do so at its sole expense and *** shall have a period of *** days from receipt of request to determine whether Adaptimmune may or may not initiate or defend such action. The Parties shall cooperate in good faith to coordinate legal action to enforce all Joint Patents against infringement, and to protect all Jointly Owned Inventions from misappropriation, by any Third Party where such infringement or misappropriation results from the development or sale of a product *** or to defend any declaratory judgment action relating thereto, and to the extent both Parties agree to bring such action shall share the costs and expenses of such litigation equally. Where one Party does not wish to bring such action or defend such action and the other Party does want to bring such action or defend such action, such other Party may continue with such action or defence at its sole cost and the non-progressing Party will reasonably cooperate to enable such other Party to bring such action or defence. The other Party shall bear its own costs in providing reasonable cooperation. 10.1.6. If one Party brings any prosecution or enforcement action or proceeding against a Third Party with respect to any Joint Patent, and the second Party does not wish to participate in said prosecution or enforcement action, the second Party nevertheless agrees to be joined as a party plaintiff where necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section 10.1.6 shall be borne by the first Party unless an alternative expense sharing is agreed in writing between the Parties. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 10.1.7. Any damages or other monetary awards recovered under Section 10.1.5 or Section 10.1.6 shall be shared as follows: (i) the amount of such recovery actually received by the Party controlling such action shall be first applied to the out-of-pocket costs of each Party in connection with such action; and then (ii) any remaining proceeds shall be *** . A settlement or consent judgment or other voluntary final disposition of a suit under Section 10.1.6 may not be entered into without the consent of the Party not bringing the suit, such consent not to be unreasonably withheld or delayed.

Joint Ownership and Prosecution. 10.1.1. All 10.1.1 Subject to Sections 10.2 (Inventions Owned by Syndax) and 10.3 (Inventions Owned by Merck), all rights to all Inventions relating to, to or covering, the combined use of the Antigen Express Compound and the Merck Compound that are not Merck Inventions or Antigen Express Inventions covering *** (each a “Jointly Owned Invention”) shall be owned belong jointly by Antigen Express to Syndax 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 Antigen Express Syndax 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 in accordance with the terms of this Agreement; Inventions, and (ii) Antigen Express Syndax hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Antigen Express’ Syndax’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions in accordance with Inventions. Each Party shall have the terms of this Agreementright to ***. For clarity, the terms of this Agreement do not provide Antigen Express Syndax or Merck 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 10.410.4 (Mutual Freedom to Operate for *** Inventions). 10.1.2. 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; provided, however, that Merck may not use the Jointly Owned Inventions, directly or indirectly, to research, develop or commercialize a compound that is an Antigen Express Class Compound, and Antigen Express may not use the Jointly Owned Inventions, directly or indirectly, to research, develop or commercialize a PD-1 Antagonist. 10.1.3. 10.1.2 Promptly following the Effective Date, but in any event as soon as practicable after the discovery of a Jointly Owned Invention, patent representatives of each of the Parties shall meet (in person or by telephone) to discuss the patenting strategy for any Jointly Owned Inventions that which may arise. In particular, the Parties shall discuss which Party will file and prosecute a patent application (including any provisional, substitution, divisional, continuation, continuation in part, reissue, renewal, reexamination, extension, supplementary protection certificate and the like) in respect of any Jointly Owned Invention (each, a “Joint Patent Application”) and whether the Parties wish to appoint counsel that is mutually acceptable to the Partiesjoint patent counsel. In any event, the Parties shall consult and reasonably cooperate with one another in the preparation, filing, prosecution (including prosecution strategy) and maintenance of such patent application and shall equally share *** the expenses associated with the Joint Patent Applications and any corresponding Joint PatentsApplications. In the event that one Party (the “Filing Party”) wishes to file a patent application for a Jointly Owned Invention and the other Party (the “Non-Filing filing Party”) does not want to file a any patent application for such Jointly Owned Invention or does not want to file in a particular country, the Non-Filing filing Party shall execute in a timely manner such documents and perform such acts at the Filing Party’s reasonable expense as may be reasonably necessary to effect an assignment of such Jointly Owned Invention to the Filing Party (in such country or all countries, as applicable) and any additional documents as may be reasonably necessary in a timely manner to allow the Filing Party to file and prosecute such patent application. If Likewise, if a Party (the “Opting-out Party”) wishes to discontinue the prosecution and maintenance (or sharing in the costs with respect thereto) of a Joint Patent Application or Joint Patent (in one or more countries)Application, the other Party, at its sole option (the “Continuing Party”), may continue such prosecution and maintenance. In such event, the Opting-out Party shall execute in a timely manner such documents and perform such acts at the Continuing Party’s reasonable expense as may be reasonably necessary to effect an assignment of such Joint Patent Application or Joint Patent to the Continuing Party (in such country or all countries, as applicable) and any additional documents as may be necessary in a timely manner to allow the Continuing Party to prosecute and maintain such patent application. Any Joint Patent Application or Joint Patent. Any Jointly Owned Invention, Joint Patent Application or Joint Patent Invention so assigned shall thereafter be owned solely by the Continuing Party or Filing Party (as applicable), shall no longer be considered jointly owned, and the Non-Filing Party or Opting-out Party or Non-filing Party (as applicable) shall have no right to practice under such Joint Patent Application or Joint Patent *** in the applicable country or countries.countries and, for the avoidance of doubt, any such patent, when issued, shall not be a Joint Patent 10.1.4. 10.1.3 Except as expressly provided in Section 10.1.3 10.1.2 and in furtherance and not in limitation of Section 9.1, each Party agrees to make no patent application based on the other Party’s Confidential Information, and to give no assistance to any Third Party for such application, without the other Party’s prior written authorization. 10.1.4 shall have the first right to initiate legal action to enforce all Joint Patents against infringement, and to protect all Jointly Owned Inventions from misappropriation, by any Third Party where such infringement or misappropriation ***, or to defend any declaratory judgment action relating thereto, at its sole expense (subject to Section 10.1.5). Antigen Express In the event that *** fails to initiate or defend such action within *** after being first notified of such infringement or misappropriation, *** shall have the right, but not the obligation, to do so at its sole expense (subject to Section 10.1.5). Similarly, *** shall have the first right to initiate legal action to enforce all Joint Patents against infringement and to protect all Jointly Owned Inventions from misappropriation misappropriation, by any Third Party, Party where such infringement or misappropriation results from the development or sale of a product that includes an Antigen Express Class Compound but not a PD-1 Antagonist ***, or to defend any declaratory judgment action relating thereto, at its sole expenseexpense (subject to Section 10.1.5). In the event that Antigen Express *** fails to initiate or defend such action within thirty*** after being first notified of such infringement, *** shall have the right, but not the obligation, to do so at its sole expense (subject to Section 10.1.5). *** shall *** coordinate legal action to enforce all Joint Patents against infringement, and to protect all Jointly Owned Inventions from misappropriation, by any Third Party where such infringement or misappropriation ***, or to defend any declaratory judgment action relating thereto, and *** the costs and expenses of such litigation ***. 10.1.5 If one Party exercises its right to initiate or defend legal action against a Third Party as set forth in Section 10.1.4 above, the other Party agrees to be joined as a party plaintiff where necessary and to give the initiating/defending Party reasonable assistance and authority to file and prosecute the suit. In such case, the costs and expenses of the non-initiating/non-defending shall be borne by that Party, but all other costs and expenses of the litigation shall be borne by the initiating/defending Party. Any damages or other monetary awards recovered shall be *** in *** to the ***. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.1.5 may not be entered into without the consent of the Party not bringing the suit.

Joint Ownership and Prosecution. 10.1.1. All rights to all Inventions relating to, or covering, the combined use of the Antigen Express Compound and the Merck Compound that are not Merck Inventions or Antigen Express Inventions 10.1.1 (each a “Jointly Owned Invention”) shall be owned jointly by Antigen Express PDS and Merck. Merck hereby assigns to Antigen Express 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. Antigen Express 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 Antigen Express PDS or by Persons having an obligation to assign such rights to Antigen ExpressPDS. 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 Antigen Express 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 in accordance with the terms of this Agreement; and (ii) Antigen Express PDS hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Antigen ExpressPDS’ right, title and interest in and to all Jointly Owned Inventions to use such Inventions in accordance with the terms of this Agreement. For clarity, the terms of this Agreement do not provide Antigen Express PDS or Merck with any rights, title or interest or any license to the other Party’s intellectual property except as necessary to conduct the Study and as expressly provided under this Agreement, including as set forth in Section 10.4. 10.1.2. 10.1.2 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; provided, however, that Merck may not use the Jointly Owned Inventions, directly or indirectly, to research, develop or commercialize a compound that is an Antigen Express Class Compound***, and Antigen Express PDS may not use ***. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filled separately with the Jointly Owned Inventions, directly or indirectly, to research, develop or commercialize a PD-1 AntagonistCommission. 10.1.3. 10.1.3 Promptly following the Effective Date, but in any event as soon as practicable after the discovery of a Jointly Owned Invention, patent representatives of each of the Parties shall meet (in person or by telephone) to discuss the patenting strategy for any Jointly Owned Inventions that may arise. In particular, the Parties shall discuss which Party will file and prosecute a patent application (including any provisional, substitution, divisional, continuation, continuation in part, reissue, renewal, reexamination, extension, supplementary protection certificate and the like) in respect of any Jointly Owned Invention (each, a “Joint Patent Application”) and whether the Parties wish to appoint counsel that is mutually acceptable to the Parties. In any event, the Parties shall consult and reasonably cooperate with one another in the preparation, filing, prosecution (including prosecution strategy) and maintenance of such patent application and shall equally share the expenses associated with the Joint Patent Applications and any corresponding Joint Patents. In the event that one Party (the “Filing Party”) wishes to file a patent application for a Jointly Owned Invention and the other Party (the “Non-Filing Party”) does not want to file a patent application for such Jointly Owned Invention or does not want to file in a particular country, the Non-Filing Party shall execute in a timely manner and at the Filing Party’s reasonable expense an assignment of such Jointly Owned Invention to the Filing Party (in such country or all countries, as applicable) and any additional documents as may be reasonably necessary to allow the Filing Party to file and prosecute such patent application. If a Party (the “Opting-out Party”) wishes to discontinue the prosecution and maintenance (or sharing in the costs with respect thereto) of a Joint Patent Application or Joint Patent (in one or more countries), the other Party, at its sole option (the “Continuing Party”), may continue such prosecution and maintenance. In such event, the Opting-out Party shall execute in a timely manner and at the Continuing Party’s reasonable expense an assignment of such Joint Patent Application or Joint Patent to the Continuing Party (in such country or all countries, as applicable) and any additional documents as may be necessary to allow the Continuing Party to prosecute and maintain such Joint Patent Application or Joint Patent. Any Jointly Owned Invention, Joint Patent Application or Joint Patent so assigned shall thereafter be owned solely by the Continuing Party or Filing Party (as applicable), shall no longer be considered jointly owned, and the Non-Filing Party or Opting-out Party (as applicable) shall have no right to practice under such Joint Patent Application or Joint Patent in the applicable country or countries. 10.1.4. 10.1.4 Except as expressly provided in Section 10.1.3 and in furtherance and not in limitation of Section 9.1, each Party agrees to make no patent application based on the other Party’s Confidential Information, and to give no assistance to any Third Party for such application, without the other Party’s prior written authorization. 10.1.5. Antigen Express 10.1.5 PDS shall have the first right to initiate legal action to enforce all Joint Patents against infringement and to protect all Jointly Owned Inventions from misappropriation by any Third Party, where such infringement or misappropriation results from the development or sale of a product that includes an Antigen Express a PDS Class Compound but not a PD-1 Antagonist or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Antigen Express PDS fails to initiate or defend such action within thirty*** days after being first notified of such infringement, Merck shall have the right to do so at its sole expense. Merck shall have the first right to initiate legal action to enforce all Joint Patents against infringement and to protect all Jointly Owned Inventions from misappropriation by any Third Party, where such infringement or misappropriation results from the development or sale of a product that includes a PD-1 Antagonist but not a PDS Class Compound or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Merck fails to initiate or defend such action within *** days after being first notified of such infringement, PDS shall have the right to do so at its sole expense. The Parties shall cooperate in good faith to coordinate legal action to enforce all Joint Patents against infringement, and to protect all Jointly Owned Inventions from misappropriation, by any Third Party where such infringement or misappropriation results from the development or sale of a product that includes both a PD-1 Antagonist and a PDS Class Compound or to defend any declaratory judgment action relating thereto, and shall share the costs and expenses of such litigation equally. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filled separately with the Commission. 10.1.6 If one Party brings any prosecution or enforcement action or proceeding against a Third Party with respect to any Joint Patent, the second Party agrees to be joined as a party plaintiff where necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section 10.1.6 shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: (i) ***; and then (ii) ***. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.1.6 may not be entered into without the consent of the Party not bringing the suit.

Joint Ownership and Prosecution. 10.1.1. All rights to all Inventions relating to, or covering, the combined use of the Antigen Express Company Compound and the Merck Compound that are not Merck Inventions or Antigen Express Company Inventions (each a “Jointly Owned Invention”) shall be owned jointly by Antigen Express Company and Merck. Merck hereby assigns to Antigen Express , 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 solely by Merck or on behalf of Merck, any of its Affiliates or by Persons having an obligation to assign such rights to Merck. Antigen Express Company hereby assigns 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 solely by Antigen Express or on behalf of Company or by Persons having an obligation to assign such rights to Antigen ExpressCompany. 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 Antigen Express 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 and intellectual property in accordance with the terms of this Agreement; and (ii) Antigen Express 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 Antigen Express’ Company’s right, title and interest in and to all Jointly Owned Inventions Inventions, and all related Joint Patents, to use such Inventions and intellectual property in accordance with the terms of this Agreement. For clarity, the terms of this Agreement do not provide Antigen Express Company or Merck with any rights, title or interest or any license to the other Party’s 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 as to the extent expressly provided provided, under this Agreement, including as set forth in Section 10.410.5. 10.1.2. 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; provided, however, that Merck may [ * ] and[ * ], provided, further, that the foregoing prohibitions shall not use the Jointly Owned Inventions, directly or indirectly, apply to research, develop or commercialize a compound publicly available information that is an Antigen Express Class Compound, and Antigen Express may not use claimed in a patent or patent application filed pursuant to this Agreement so long as such information was not made publicly available in violation of the Jointly Owned Inventions, directly or indirectly, to research, develop or commercialize a PD-1 Antagonistterms of this Agreement. 10.1.3. Promptly following the Effective Date, but in any event as soon as practicable after the discovery of a Jointly Owned Invention, patent representatives of each of the Parties shall meet (in person or by telephone) to discuss the patenting strategy for any Jointly Owned Inventions that may arise. In particular, the Parties shall discuss which Party (such Party, the “Responsible Party”) will file file, and prosecute a patent application (including any provisional, substitution, divisional, continuation, continuation in part, reissue, renewal, reexamination, extension, supplementary protection certificate and the like) in respect of any Jointly Owned Invention (each, a “Joint Patent Application”), and maintain any patent which issues therefrom (each, a “Joint Patent”) and whether unless otherwise agreed by the Parties wish to Parties, the Responsible Party shall appoint counsel that is mutually acceptable to the Parties. In any event, the Parties shall consult and reasonably cooperate with one another in the preparation, filing, prosecution (including prosecution strategy) and maintenance of such patent application and shall equally share the expenses associated with the Joint Patent Applications and any corresponding Joint Patents. In the event that one Party (the “Filing Party”) wishes the Responsible Party to file a patent application for a Jointly Owned Invention and the other Party (the “Non-Filing Party”) does not want the Responsible Party to file a patent application for such Jointly Owned Invention or does not want the Responsible Party to file in a particular country, the Non-Filing Party shall execute in a timely manner and at the Filing Party’s reasonable expense an assignment of such Jointly Owned Invention Invention, and any intellectual property rights with respect thereto, to the Filing Party (in such country or all countries, as applicable) and any additional documents as may be reasonably necessary to allow the Filing Party to file and prosecute such patent application. If a Party (the “Opting-out Party”) wishes the Responsible Party to discontinue the prosecution and maintenance (or sharing in the costs with respect thereto) of a Joint Patent Application or Joint Patent (in one or more countries), the other Party, at its sole option (the “Continuing Party”), may continue such prosecution and maintenance. In such event, the Opting-out Party shall execute in a timely manner and at the Continuing Party’s reasonable expense an assignment of such Joint Patent Application or Joint Patent to the Continuing Party (in such country or all countries, as applicable) and any additional documents as may be necessary to allow the Continuing Party to prosecute and maintain such Joint Patent Application or Joint Patent. Any Jointly Owned Invention, Joint Patent Application or Joint Patent so assigned shall thereafter be owned solely by the Continuing Party or Filing Party (as applicable), shall no longer be considered jointly owned, and the Non-Filing Party or Opting-out Party (as applicable) shall have no right to practice under such Joint Patent Application or Joint Patent in the applicable country or countries. 10.1.4. Except as expressly provided in Section 10.1.3 and in furtherance and not in limitation of Section 9.1, each Party agrees to make file no patent application based on the other Party’s Confidential Information, and to give no assistance to any Third Party for such application, without the other Party’s prior written authorization. 10.1.5. Antigen Express shall have the first right to initiate legal action to enforce all Joint Patents against infringement and to protect all Jointly Owned Inventions from misappropriation by any Third Party, where such infringement or misappropriation results from the development or sale of a product that includes an Antigen Express Class Compound but not a PD-1 Antagonist or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Antigen Express fails to initiate or defend such action within thirty

Joint Ownership and Prosecution. 10.1.1. 10.1.1 All rights to all Inventions relating to, or covering, the combined use of the 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 Antigen Express Company and Merck. Merck hereby assigns to Antigen Express 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. Antigen Express 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 Antigen Express Company or by Persons having an obligation to assign such rights to Antigen ExpressCompany. 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 Antigen Express 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 in accordance with the terms of this Agreement; and (iib) Antigen Express Company hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Antigen Express’ Company’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions in accordance with the terms of this Agreement. For clarity, the terms of this Agreement do not provide Antigen Express Company or Merck with any rights, title or interest or any license to the other Party’s intellectual property except as necessary to conduct the Study and as expressly provided under this Agreement, including as set forth in Section 10.4. 10.1.2. 10.1.2 Each Party shall have the right to freely exploit each Jointly Owned Invention both within *. *Confidential material redacted and outside filed separately with the scope of the Study, without accounting to or any other obligation to the other Party; provided, however, that Merck may not use the Jointly Owned Inventions, directly or indirectly, to research, develop or commercialize a compound that is an Antigen Express Class Compound, and Antigen Express may not use the Jointly Owned Inventions, directly or indirectly, to research, develop or commercialize a PD-1 AntagonistCommission. 10.1.3. 10.1.3 Promptly following the Effective Date, but in any event as soon as practicable after the discovery of a Jointly Owned Invention, patent representatives of each of the Parties shall meet (in person or by telephone) to discuss the patenting strategy for any Jointly Owned Inventions that may arise. In particular, the Parties shall discuss which Party will file and prosecute a patent application (including any provisional, substitution, divisional, continuation, continuation in part, reissue, renewal, reexamination, extension, supplementary protection certificate and the like) Patent Application in respect of any Jointly Owned Invention (each, a “Joint Patent Application”) and whether the Parties wish to appoint counsel that is mutually acceptable to the Parties. In any event, the Parties shall consult and reasonably cooperate with one another in the preparation, filing, prosecution (including prosecution strategy) and maintenance of such patent application each Joint Patent Application and shall equally share the expenses associated with the Joint Patent Applications and any corresponding Joint Patents. In the event that one Party (the “Filing Party”) wishes to file a patent application for Joint Patent Application in respect of a Jointly Owned Invention and the other Party (the “Non-Filing Party”) does not want to file a patent application for such Jointly Owned Invention Joint Patent Application or does not want to file in a particular country, the Non-Filing Party shall execute in a timely manner and at the Filing Party’s reasonable expense an assignment of such Jointly Owned Invention to the Filing Party (in such country or all countries, as applicable) and any additional documents as may be reasonably necessary to allow the Filing Party to file and prosecute such patent applicationJoint Patent Application. If a Party (the “Opting-out Party”) wishes to discontinue the prosecution and maintenance (or sharing in the costs with respect thereto) of a Joint Patent Application or Joint Patent (in one or more countries), the other Party, at its sole option (the “Continuing Party”), may continue such prosecution and maintenance. In such event, the Opting-out Party shall execute in a timely manner and at the Continuing Party’s reasonable expense an assignment of such Joint Patent Application or Joint Patent to the Continuing Party (in such country or all countries, as applicable) and any additional documents as may be necessary to allow the Continuing Party to prosecute and maintain such Joint Patent Application or Joint Patent. Any Jointly Owned Invention, Joint Patent Application or Joint Patent so assigned shall thereafter be owned solely by the Continuing Party or Filing Party (as applicable), shall no longer be considered jointly owned, and the Non-Filing Party or Opting-out Party (as applicable) shall have no right to practice under such Joint Patent Application or Joint Patent in the applicable country or countries. 10.1.4. 10.1.4 Except as expressly provided in Section 10.1.3 and in furtherance and not in limitation of Section 9.1, each Party agrees to make no patent application Patent Application based on the other Party’s Confidential Information, and to give no assistance to any Third Party for such application, without the other Party’s prior written authorization. 10.1.5. Antigen Express 10.1.5 Company shall have the first right to initiate legal action to enforce all Joint Patents against infringement and to protect all Jointly Owned Inventions from misappropriation by any Third Party, where such infringement or misappropriation results from the development or sale of a product that includes an Antigen Express Class Compound but not a PD-1 Antagonist * or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Antigen Express Company fails to initiate or defend such action within thirty* (*) days after being first notified of such infringement, Merck shall have the right to do so at its sole expense. Merck shall have the first right to initiate legal action to enforce all Joint Patents against infringement and to protect all Jointly Owned Inventions from misappropriation by any Third Party, * to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Merck fails to initiate or defend such action within * (*) days after being first notified of such infringement, Company shall have the right to do so at its sole expense. The Parties shall cooperate in good faith to coordinate legal action to enforce all Joint Patents against infringement, and to protect all Jointly Owned Inventions from misappropriation, by any Third Party where * or to defend any declaratory judgment action relating thereto, and shall share the costs and expenses of such litigation equally. Any damages or other monetary awards recovered shall be shared as follows: (a) the amount of *each Party in connection with such action; and then (b) any *. *Confidential material redacted and filed separately with the Commission. 10.1.6 If one Party brings any prosecution or enforcement action or proceeding against a Third Party with respect to any Joint Patent, the second Party agrees to be joined as a party plaintiff where necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section 10.1.6 shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: (a) the amount of * each Party in connection with such action; and then (b) any *. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.1.6 may not be entered into without the consent of the Party not bringing the suit.

Joint Ownership and Prosecution. 10.1.1. All (a) Subject to Sections 16.1, 16.2 and 16.5, all rights to all Sub-Study Inventions relating to, or covering, the combined use of the Antigen Express Compound and the Merck Compound that are not Merck Inventions or Antigen Express Inventions [***] (each GSI) (a “Jointly Owned Sub-Study Invention”) shall be owned jointly by Antigen Express GSK and MerckSpringWorks. Merck Each Party hereby assigns to Antigen Express an undivided the other Party a one-half 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 that are invented solely in accordance with this Section 16.4, and without accounting or created solely by Merck or by Persons having an obligation financial payment to assign such rights to Merck. Antigen Express hereby assigns to Merck an undivided one-half interest in, to the other Party 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 Expresswithout 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 Antigen Express 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 subject to and in accordance with the terms and conditions of this Agreement; Agreement (including Section 16.4(b)), and (ii) Antigen Express GSK hereby grants to Merck SpringWorks a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, license under Antigen Express’ GSK’s right, title and interest in and to all Jointly Owned Sub-Study Inventions to use such Sub-Study Inventions in accordance with the terms and conditions of this AgreementAgreement (including Section 16.4(b)). For claritythe avoidance of doubt, the terms of this Agreement do not provide Antigen Express GSK or Merck SpringWorks with any rights, title or interest to or in or any license to the other Party’s intellectual property background Intellectual Property Rights except as necessary to conduct the Sub-Study and as expressly provided under this Agreement, including as set forth in Section 10.4this Article 16. 10.1.2. (b) Each Party shall have the right to freely exploit each Jointly Owned Sub-Study Invention and the Licensed Clinical Data, both within and outside the scope of the Sub-Study, without accounting to or any other obligation to the other Party; provided, however, that Merck (A) SpringWorks may not use exploit the Jointly Owned InventionsSub-Study Invention nor the Licensed Clinical Data, directly or indirectly, to research, develop or commercialize (i) a compound that is an Antigen Express Class [***] (each such compound a “GSK-Related Compound”) or (ii) [***], and Antigen Express (B) GSK may not use exploit the Jointly Owned InventionsSub-Study Invention nor the Licensed Clinical Data, directly or indirectly, to research, develop or commercialize (i) a PD-1 Antagonistcompound [***] (each such compound a “SpringWorks-Related Compound”) or (ii) [***]. Notwithstanding the foregoing, each Party shall have the right to practice each Jointly Owned Sub-Study Invention and the right to use the Licensed Clinical Data in performing its obligations and exercising its rights under this Agreement. For clarity, nothing in this Section 16.4(b) shall restrict or prevent GSK or SpringWorks from directly or indirectly, researching, developing or commercializing a GSK-Related Compound or SpringWorks-Related Compound, without the use of the Jointly Owned Sub-Study Inventions or the Licensed Clinical Data. 10.1.3. (c) Promptly following the Effective Date, but in any event as soon as practicable after the discovery of a Jointly Owned Sub-Study Invention, patent representatives of each of the Parties shall meet (in person or by telephone) to discuss the patenting strategy for any Jointly Owned Sub-Study Inventions that which may arise. In particular, the Parties shall discuss which Party will file and prosecute a patent application (including any provisional, substitution, divisional, continuation, continuation in part, reissue, renewal, reexaminationre-examination, extension, supplementary protection certificate and the like) in respect of any Jointly Owned Sub-Study Invention (each, a “Joint Patent Application”) ), and whether the Parties wish to appoint patent counsel that is mutually acceptable to the both Parties, and in which territories such patent applications will be filed. In any event, the Parties shall consult and reasonably cooperate with one another in the preparation, filing, prosecution (including prosecution strategy) and maintenance of such patent application application; provided, however, that GSK shall have final say in patenting strategy, and shall equally share the expenses associated with the prosecution, of any Joint Patent Application. Costs of filing, prosecuting, and maintaining Joint Patent Applications and resulting patents and any corresponding associated expenses shall be divided equally by the Parties (50/50). Neither Party will be obligated for costs, or any portion thereof, for filing, prosecuting, and maintaining Joint PatentsPatent Applications and Joint Patents in other jurisdictions without prior agreement by the Parties; provided, however, that in the event that a Party does not agree to share equally the costs for filing, prosecuting, and maintaining a Joint Patent Application in a particular jurisdiction, such Party shall not have any rights to (i) enforce any patents arising from such Joint Patent Application in such jurisdiction (other than in connection with Section 16.4(d)) or (ii) share in any revenues received by the other Party from the enforcement (except for reimbursement of reasonable out-of-pocket costs, including attorneys’ fees, incurred by such Party in connection with Section 16.4(d)) or license of any such patents or Joint Patent Application. In the event that one Party (the “Filing Party”) wishes to file a patent application for a Jointly Owned Sub-Study Invention and the other Party (the “Non-Filing Party”) does not want to file a patent application for such Jointly Owned Sub-Study Invention or does not want to file in a particular country, the Non-Filing Party shall assign its undivided half-interest in such Jointly Owned Sub-Study Invention to the Filing Party and shall execute in a timely manner and at the Filing Party’s reasonable expense an assignment a power of such Jointly Owned Invention to the Filing Party attorney and any additional documents (in such country or all countries, as applicable) and any additional documents as may be reasonably necessary to give effect to the assignment and allow the Filing Party to file and prosecute such patent application, and the Non-Filing Party shall cease to have payment obligations or any rights in relation thereto. If a Party (the “Opting-Opting- out Party”) wishes to discontinue the prosecution and maintenance (or sharing in the costs with respect thereto) of a Joint Patent Application or Joint Patent (in one or more countries), the other Party, at its sole option (the “Continuing Party”), may continue such prosecution and maintenance. In such event, the Opting-out Party shall assign its undivided half-interest in such Joint Patent Application and any Joint Patents issuing therefrom to the Continuing Party, and execute in a timely manner and at the Continuing Party’s reasonable expense an assignment a power of such Joint Patent Application or Joint Patent to the Continuing Party attorney and any additional documents (in such country or all countries, as applicable) and any additional documents as may be necessary to give effect to the assignment and allow the Continuing Party to prosecute and maintain such Joint Patent Application or Joint Patent. Any Jointly Owned Invention, Joint Patent Application or Joint Patent so assigned shall thereafter be owned solely by the Continuing Party or Filing Party (as applicable), shall no longer be considered jointly owned, and the Non-Filing Party or Opting-out Out Party (as applicable) shall cease to have no right to practice under such Joint Patent Application payment obligations or Joint Patent any rights in the applicable country or countriesrelation thereto. 10.1.4. Except as expressly provided in Section 10.1.3 and in furtherance and not in limitation of Section 9.1, each Party agrees to make no patent application based on the other Party’s Confidential Information, and to give no assistance to any Third Party for such application, without the other Party’s prior written authorization. 10.1.5. Antigen Express (d) GSK shall have the first right to initiate legal action to enforce all Joint Patents against infringement and to protect all Jointly Owned Inventions from misappropriation by any Third Party, Party where such infringement or misappropriation results from the development development, promotion or sale of a product that includes an Antigen Express Class Compound GSK-Related Compound, but not a PD-1 Antagonist SpringWorks-Related Compound, or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Antigen Express GSK fails to initiate or defend such action within thirty[***] days after being first notified of such infringement, or [***] days before the expiration for filing such action or responding, whichever comes first, SpringWorks shall have the right to do so at its sole expense. Similarly, SpringWorks shall have the first right to initiate legal action to enforce all Joint Patents against infringement or misappropriation by any Third Party where such infringement results from the development, promotion or sale of a SpringWorks-Related Compound, but not a GSK-Related Compound, or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that SpringWorks fails to initiate or defend such action within [***] days after being first notified of such infringement, or [***] days before the expiration for filing such action or responding, whichever comes first, GSK shall have the right to do so at its sole expense. With respect to any infringement resulting from the development, promotion or sale of the Compounds together or any combination of a GSK-Related Compound and a SpringWorks-Related Compound, the Parties shall agree on terms pursuant to which the Parties shall (i) coordinate legal action to enforce all Joint Patents against such infringement and any settlement thereto, (ii) defend any declaratory judgment action relating thereto, and (iii) determine the allocation of the costs and expenses of such litigation. (e) If one Party brings any prosecution or enforcement action or proceeding against a Third Party with respect to any Joint Patent, the second Party agrees to be joined as a party plaintiff where necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section 16.4(e) shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: (i) the amount of such recovery actually received by the Party controlling such action shall be first applied to the out-of-pocket costs of each Party in connection with such action; and then (ii) any remaining proceeds shall be shared by the Parties in proportion based on their relative contributions to the total costs and expenses of the litigation, including any costs and expenses of a Party to enforce any solely- owned patents. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 16.4(e) may not be entered into without the consent of the Party not bringing the suit (such consent not to be unreasonably withheld or delayed). Furthermore, the Party not bringing the suit shall not offer the defendant in such suit any license under the Joint Patent(s) without the consent of the Party bringing the suit.

Joint Ownership and Prosecution. 10.1.1. All rights to all Inventions relating to, or covering, the combined use of the 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 Antigen Express Company and Merck. Merck hereby assigns to Antigen Express 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. Antigen Express Company hereby assigns to Merck an undivided one-one- half interest in, to and under any Jointly Owned Inventions that are invented or created solely by Antigen Express Company or by Persons having an obligation to assign such rights to Antigen ExpressCompany. 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 Antigen Express 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 in accordance with the terms of this Agreement; and (iib) Antigen Express Company hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Antigen Express’ Company’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions in accordance with the terms of this Agreement. For clarity, the terms of this Agreement do not provide Antigen Express Company or Merck with any rights, title or interest or any license to the other Party’s intellectual property except as necessary to conduct the Study and as expressly provided under this Agreement, including as set forth in Section 10.4. 10.1.2. 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; provided, however, that Merck may not use the Jointly Owned Inventions, directly or indirectly, to research, develop or commercialize a compound that is an Antigen Express Class Compound****, and Antigen Express Company may not use the Jointly Owned Inventions, directly or indirectly, to research, develop or commercialize a PD-1 Antagonist****. 10.1.3. Promptly following the Effective Date, but in any event as soon as practicable after the discovery of a Jointly Owned Invention, patent representatives of each of the Parties shall meet (in person or by telephone) to discuss the patenting strategy for any Jointly Owned Inventions that may arise. In particular, the Parties shall discuss which Party will file and prosecute a patent application (including any provisional, substitution, divisional, continuation, continuation in part, reissue, renewal, reexamination, extension, supplementary protection certificate and the like) in respect of any Jointly Owned Invention (each, a “Joint Patent Application”) and whether the Parties wish to appoint counsel that is mutually acceptable to the Parties. In any event, the Parties shall consult and reasonably cooperate with one another in the preparation, filing, prosecution (including prosecution strategy) and maintenance of such patent application and shall equally share the expenses associated with the Joint Patent Applications and any corresponding Joint Patents. In the event that one Party (the “Filing Party”) wishes to file a patent application for a Jointly Owned Invention and the other Party (the “Non-Filing Party”) does not want to file a patent application for such Jointly Owned Invention or does not want to file in a particular country, the Non-Filing Party shall execute in a timely manner and at the Filing Party’s reasonable expense an assignment of such Jointly Owned Invention to the Filing Party (in such country or all countries, as applicable) and any additional documents as may be reasonably necessary to allow the Filing Party to file and prosecute such patent application. If a Party (the “Opting-out Party”) wishes to discontinue the prosecution and maintenance (or sharing in the costs with respect thereto) of a Joint Patent Application or Joint Patent (in one or more countries), the other Party, at its sole option (the “Continuing Party”), may continue such prosecution and maintenance. In such event, the Opting-out Party shall execute in a timely manner and at the Continuing Party’s reasonable expense an assignment of such Joint Patent Application or Joint Patent to the Continuing Party (in such country or all countries, as applicable) and any additional documents as may be necessary to allow the Continuing Party to prosecute and maintain such Joint Patent Application or Joint Patent. Any Jointly Owned Invention, Joint Patent Application or Joint Patent so assigned shall thereafter be owned solely by the Continuing Party or Filing Party (as applicable), shall no longer be considered jointly owned, and the Non-Filing Party or Opting-out Party (as applicable) shall have no right to practice under such Joint Patent Application or Joint Patent in the applicable country or countries. 10.1.4. Except as expressly provided in Section 10.1.3 and in furtherance and not in limitation of Section 9.1, each Party agrees to make no patent application based on the other Party’s Confidential Information, and to give no assistance to any Third Party for such application, without the other Party’s prior written authorization. 10.1.5. Antigen Express Company shall have the first right to initiate legal action to enforce all Joint Patents against infringement and to protect all Jointly Owned Inventions from misappropriation by any Third Party, where such infringement or misappropriation results from the development or sale of a product that includes an Antigen Express Class Compound but not a PD-1 Antagonist **** or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Antigen Express Company fails to initiate or defend such action within thirtythirty (30) days after being first notified of such infringement, Merck shall have the right to do so at its sole expense. Merck shall have the first right to initiate legal action to enforce all Joint Patents against infringement and to protect all Jointly Owned Inventions from misappropriation by any Third Party, where **** or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Merck fails to initiate or defend such action within thirty (30) days after being first notified of such infringement, Company shall have the right to do so at its sole expense. The Parties shall cooperate in good faith to coordinate legal action to enforce all Joint Patents against infringement, and to protect all Jointly Owned Inventions from misappropriation, by any Third Party where **** or to defend any declaratory judgment action relating thereto, and shall share the costs and expenses of such litigation equally.