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, [*****] (each a “Jointly Owned Invention”) shall be owned jointly by Company and Merck. Merck hereby assigns to Company an undivided one-half interest in, to and under the Jointly Owned Inventions that are invented or created solely by Merck or by Persons having an obligation to assign such rights to Merck. Company hereby assigns to Merck an undivided one-half interest in, to and under any Jointly Owned Inventions that are invented or created solely by Company or by Persons having an obligation to assign such rights to Company. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries: (a) Merck hereby grants 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 to use such Inventions in accordance with the terms of this Agreement; and (b) Company hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under 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 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 [*****]. 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. 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 [*****] or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Company fails to initiate or defend such action within thirty (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 (Inventions Owned by Syndax) and 10.3 (Inventions Owned by Merck), all rights to all Inventions relating to, to or covering, [covering *****] * (each a “Jointly Owned Invention”) shall be owned belong jointly by Company to Syndax and Merck. Merck hereby assigns to Company an undivided one-half interest in, to and under the Jointly Owned Inventions that are invented or created solely by Merck or by Persons having an obligation to assign such rights to Merck. Company hereby assigns to Merck an undivided one-half interest in, to and under any Jointly Owned Inventions that are invented or created solely by Company or by Persons having an obligation to assign such rights to Company. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries: , (ai) Merck hereby grants to Company 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 (bii) Company Syndax hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under CompanySyndax’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 Company 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 [*****]. 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). Company 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 *****] , or to defend any declaratory judgment action relating thereto, at its sole expenseexpense (subject to Section 10.1.5). In the event that Company *** fails to initiate or defend such action within thirty (30) days *** after being first notified of such infringement, Merck *** shall have the right right, but not the obligation, to do so at its sole expenseexpense (subject to Section 10.1.5). 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 [*** shall ***] 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 [such infringement or misappropriation *****] , 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. 10.1.5 If one Party brings any prosecution exercises its right to initiate or enforcement defend legal action or proceeding against a Third Party with respect to any Joint Patentas set forth in Section 10.1.4 above, the second other Party agrees to be joined as a party plaintiff where necessary and to give the first initiating/defending Party reasonable assistance and authority to file and prosecute the suit. The In such case, the costs and expenses of the Party bringing suit under this Section 10.1.6 non-initiating/non-defending shall be borne by such that Party, but all other costs and any expenses of the litigation shall be borne by the initiating/defending Party. 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 *** in *** 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 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 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 Vaccinex Compound and Merck Compound (each a “Jointly Owned Invention”) shall be owned jointly by Company Vaccinex and Merck. Merck hereby assigns to Company an undivided one-half interest in, to and under the Jointly Owned Inventions that are invented or created solely by Merck or by Persons having an obligation to assign such rights to Merck. Company hereby assigns to Merck an undivided one-half interest in, to and under any Jointly Owned Inventions that are invented or created solely by Company or by Persons having an obligation to assign such rights to Company. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries: , (ai) Merck hereby grants to Company 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 (bii) Company Vaccinex hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under CompanyVaccinex’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, in accordance each case subject to the restrictions in Article 3 and this Article 10. Unless otherwise mutually agreed, each Party shall have the right to freely exploit each Jointly Owned Invention, both within and outside the scope of the Study, without accounting to or any other obligation to the other Party, and each Party may grant licenses (with a right to sublicense) to Third Parties under such Party’s interest in each Jointly Owned Invention, in each case subject to the terms of restrictions in Article 3 and this AgreementArticle 10. For clarity, (i) the terms of this Agreement do not provide Company Vaccinex or Merck any rights to use or commercialize the other Party’s Compound, or with any rights, title or interest or any license to the other Party’s background intellectual property except as necessary to conduct the Study and as expressly provided under this Agreement, including as set forth in Section 10.4, and (ii) except as may be mutually agreed by the Parties, (x) Vaccinex shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to Merck Compound in or in connection with any patent application (relating to any Invention or otherwise), and (y) Merck shall not disclose to a patent authority any Clinical Data relating to the Combination of the Vaccinex Compound and Merck Compound or any Sample Testing Results relating to the Vaccinex Compound in or in connection with any patent application (relating to any Invention or otherwise). 10.1.2. Each Party shall have the right to [*****]. 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. Company 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 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 Company fails to initiate or defend such action within thirty (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 [*****] such infringement or misappropriation results from the development or sale of the Vaccinex Compound or a Vaccinex Class 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 Vaccinex does not initiate or defend such action within thirty (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 share 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 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 Merckthereof. 10.1.6. 10.1.5 If one Party brings any prosecution exercises its right to initiate or enforcement defend legal action or proceeding against a Third Party with respect to any Joint Patentas set forth in Section 10.1.4 above, such initiating/defending Party shall keep the second 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 first initiating/defending Party reasonable assistance and authority to file and prosecute the suit. The In such case, the costs and expenses of the non-initiating/non-defending Party bringing suit under this Section 10.1.6 shall be borne by such 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 as follows: (a) the amount of such recovery actually received by the Party controlling such action shall be first applied Parties in proportion to their relative contributions to the out-of-pocket total costs and expenses of each Party the action, or as otherwise agreed by the Parties in connection with such action; and then (b) any remaining proceeds shall be divided evenly between Company and Merckwriting. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.1.6 10.1.5 may not be entered into without the consent of the Party not bringing the suitboth Parties.

Joint Ownership and Prosecution. 10.1.1. All rights to all Inventions relating to, or covering, [*****] * (each a “Jointly Owned Invention”) shall be owned jointly by Company Adaptimmune and Merck. Merck hereby assigns to Company 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. Company 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 Company Adaptimmune or by Persons having an obligation to assign such rights to CompanyAdaptimmune. 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: (ai) Merck hereby grants to Company 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 (bii) Company Adaptimmune hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under CompanyAdaptimmune’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 Company 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 [*****]* . 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. 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 *****] * or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Company *** fails to initiate or defend such action within thirty (30) *** days after being first notified of such infringement, Merck shall have *** may request in writing the right to do so at its sole expenseexpense and Adaptimmune shall have a period of *** days from receipt of request to determine whether *** may or may not initiate or defend such action. 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 *****] * 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 *** may request in writing the right to do so at its sole expenseexpense 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. Any damages or other monetary awards recovered shall be shared as follows: (a) the amount of such recovery actually received by the Where one Party controlling does not wish to bring such action shall be first applied or defend such action and the other Party does want to the out-of-pocket costs of each bring such action or defend such action, such other Party in connection may continue with such action; action or defence at its sole cost and then (b) any remaining proceeds the non-progressing Party will reasonably cooperate to enable such other Party to bring such action or defence. The other Party shall be divided evenly between Company and Merckbear 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 such Party, 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 any 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: (ai) 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 (bii) 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, such consent not to be unreasonably withheld or delayed.

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 Company Antigen Express and Merck. Merck hereby assigns to Company 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. Company 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 Company Antigen Express or by Persons having an obligation to assign such rights to CompanyAntigen 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: (ai) Merck hereby grants to Company 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 (bii) Company Antigen Express hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Company’s 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 Company 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. Company 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 Company Antigen Express fails to initiate or defend such action within thirty (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.thirty

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, [*****] (each GSI) (a “Jointly Owned Sub-Study Invention”) shall be owned jointly by Company GSK and MerckSpringWorks. Merck Each Party hereby assigns to Company 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. Company 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 Company or by Persons having an obligation to assign such rights to Companywithout 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: , (ai) Merck SpringWorks hereby grants to Company 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 (bii) Company GSK hereby grants to Merck SpringWorks a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, license under CompanyGSK’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 Company 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 (A) SpringWorks may not exploit the Jointly Owned Sub-Study Invention nor the Licensed Clinical Data, directly or indirectly, to research, develop or commercialize (i) a compound [***] (each such compound a “GSK-Related Compound”) or (ii) [***], and (B) GSK may not exploit the Jointly Owned Sub-Study Invention nor the Licensed Clinical Data, directly or indirectly, to research, develop or commercialize (i) a compound [***] (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. Company (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 PartyParty where such infringement results from the development, where [*****] promotion or sale of a GSK-Related Compound, but not a SpringWorks-Related Compound, or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Company GSK fails to initiate or defend such action within thirty (30) [***] days after being first notified of such infringement, Merck 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. Merck Similarly, SpringWorks shall have the first right to initiate legal action to enforce all Joint Patents against infringement and to protect all Jointly Owned Inventions from or misappropriation by any Third PartyParty where such infringement results from the development, where [*****] 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 Merck SpringWorks fails to initiate or defend such action within thirty (30) [***] days after being first notified of such infringement, Company 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. The 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 cooperate in good faith agree on terms pursuant to which the Parties shall (i) coordinate legal action to enforce all Joint Patents against infringementsuch infringement and any settlement thereto, and to protect all Jointly Owned Inventions from misappropriation, by any Third Party where [*****] or to (ii) defend any declaratory judgment action relating thereto, and shall share (iii) determine the allocation of 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 Mercklitigation. 10.1.6. (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 10.1.6 16.4(e) shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: (ai) 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 then (bii) any remaining proceeds shall be divided evenly between Company shared by the Parties in proportion based on their relative contributions to the total costs and Merckexpenses 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 10.1.6 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, [*****] 10.1.1 (each a “Jointly Owned Invention”) shall be owned jointly by Company PDS and Merck. Merck hereby assigns to Company 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. Company 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 Company PDS or by Persons having an obligation to assign such rights to CompanyPDS. 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: (ai) Merck hereby grants to Company 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 (bii) Company PDS hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Company’s PDS’ 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 Company 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 ***, and PDS may not use **]*. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filled separately with the Commission. 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. Company 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 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 Company PDS fails to initiate or defend such action within thirty (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 [*****] 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 thirty (30) *** days after being first notified of such infringement, Company 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. Any damages or other monetary awards recovered shall be shared as follows: (a) *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filled separately with 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 MerckCommission. 10.1.6. 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: (ai) 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 (bii) 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 Subject to Sections 10.2 and 10.3, all rights to all Inventions relating toembodying, or covering, [*****] claiming and/or covering the Combination (each a “Jointly Owned Invention”), and all Know-How that (i) is generated jointly by the Parties in the performance of the Study, which includes the Protocol, and (ii) is not a Jointly Owned Invention (“Collaboration Know-How”), shall be owned jointly by Company Incyte and Merck. Merck Advaxis, and each Party hereby assigns to Company an undivided onethe other a joint ownership interest in all such Jointly Owned Inventions and Collaboration Know-half interest inHow. Except as set forth in Section 10.1.3.2 below, Incyte and Advaxis shall each be entitled to and under use the Jointly Owned Inventions that are invented without accounting or created solely by Merck or by Persons having an obligation financial payment to assign such rights to Merck. Company 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 Company or by Persons having an obligation to assign such rights to Companywithout the consent of the other Party. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries: , (ai) Merck Advaxis hereby grants to Company a perpetual, irrevocableIncyte a, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under MerckAdvaxis’s right, title and interest in and to all Jointly Owned Inventions and Collaboration Know-How to use such Inventions in accordance with the terms of this Agreement; and Know-How without restriction and (bii) Company Incyte hereby grants to Merck a perpetual, irrevocableAdvaxis a, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under CompanyIncyte’s right, title and interest in and to all Jointly Owned Inventions and Collaboration Know-How to use such Inventions in accordance with the terms of this Agreementand Know-How without restriction. For clarity, the terms of this Agreement do not provide Company Incyte or Merck Advaxis with any rights, title or interest or any license to the other Party’s intellectual property Background Intellectual Property except as necessary to conduct the Study and as expressly provided under this Agreement, including as set forth in Section 10.4Study. 10.1.2. Each Party shall have the right to [*****]. 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 which may arise. In particular, the Parties shall discuss which Party will file and prosecute a patent application (s) (the “Filing Party”) (including any provisional, substitution, divisional, continuation, continuation in part, reissue, renewal, reexamination, extension, supplementary protection certificate and the like) and prosecution in respect of any Jointly Owned Invention (each, a “Joint Patent Application”) and have final decision making authority with respect thereto. The Parties shall decide whether to appoint mutually acceptable joint patent counsel for filing and prosecution of applications. In the event that the Parties wish fail to appoint counsel that is mutually acceptable agree on the filing strategy of a Jointly Owned Invention the matter will be referred to the PartiesJDC under Section 3.8. In any event, the Parties shall consult and reasonably cooperate with one another in in, and shall equally share the expenses for, 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, including defense of any invalidity challenges thereto. The Filing Party shall provide the other Party with copies of draft Joint Patent Application and any Office Actions, communications, reporting letters, and proposed responses thereto, assignments, and related documents at least fifteen (15) days prior to any deadline for filing and will incorporate the reasonable comments of the Non-Prosecuting Party timely received ahead of such deadline. In the event that one Filing 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 any patent claiming such Jointly Owned Invention in the applicable country or countriescountries and, for the avoidance of doubt, any such patent, when issued, shall not be a Joint Patent. 10.1.410.1.3.1. Except as expressly provided in Section 10.1.3 and in furtherance and not in limitation of Section 9.110.1.2, each Party agrees not (a) to make no include or claim any data, compositions, information, methods and results; or (b) to file or prosecute any patent application application, of or 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. 10.1.510.1.3.2. Company Each Party covenants and agrees that it will not assign or license to any Third Party its rights to any claim in a Joint Patent Application or Joint Patent that specifically claims the Combination, except as necessary to research develop and/or commercialize its respective Compound for use in the Combination. 10.1.4. Each Party shall promptly provide the other Party with written notice reasonably detailing any known or alleged infringement or misappropriation by a Third Party of Joint Patents, as well as any declaratory judgment or similar actions alleging the invalidity, unenforceability or non-infringement of Joint Patents. Incyte shall have the first right to initiate legal action to enforce all Joint Patents against infringement and to protect all Jointly Owned Inventions from or misappropriation by any Third PartyParty that is manufacturing, where [*****] developing, marketing, or seeking to market, a Selective IDO1 Inhibitor, and/or the Combination or to defend any declaratory judgment action relating thereto, at its sole expense. In the event such course of action includes litigation, Advaxis may choose, at its own expense, to be represented in such action by counsel of its own choice. If Advaxis is required as a necessary party to such action, each Party shall pay its respective expenses associated therewith. In the event that Company Incyte fails to initiate or defend such action within thirty (30) days after being first notified of such infringement, Merck Advaxis shall have the right to do so at its sole expense. Merck Advaxis shall have the first right to initiate legal action to enforce all Joint Patents against infringement and to protect all Jointly Owned Inventions from or misappropriation by any Third PartyParty that is manufacturing, where [*****] developing, marketing, or seeking to market, an Advaxis Compound and, , or any other alleged infringement not solely related to the Incyte Compound or the Combination, or to defend any declaratory judgment action relating thereto, at its sole expense. In the event such course of action includes litigation, Incyte may choose, at its own expense, to be represented in such action by counsel of its own choice. If Incyte is required as a necessary party to such action, each Party shall pay its respective expenses associated therewith. In the event that Merck Advaxis fails to initiate or defend such action within thirty (30) days after being first notified of such infringement, Company Incyte shall have the right to do so at its sole expense. The Parties Each Party shall cooperate in good faith keep the other Party reasonably informed as to coordinate any legal or commercial courses of action it pursues pursuant 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 equallythis subsection. 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 In connection with such action; and then (b) any remaining proceeds proceeding, neither Party shall be divided evenly between Company and Merckenter into any settlement without the prior written consent of the other Party. 10.1.610.1.5. 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, at the first Party’s expense. The costs and expenses of the Party bringing suit under this Section 10.1.6 10.1.5 shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: (ai) the amount of such recovery actually received by the Party controlling such action shall be first applied proportionately to the out-of-pocket costs of each Party in connection with such action; and then (bii) any remaining proceeds shall be divided evenly between Company Incyte and MerckAdvaxis. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.1.6 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 Company Compound and the Merck Compound that are not Merck Inventions or Company Inventions (each a “Jointly Owned Invention”) shall be owned jointly by Company and Merck, with each Party holding an undivided one-half interest therein. Merck hereby assigns assigns, and shall cause its Affiliates, Subcontractors and sublicensees to assign, to Company an undivided one-half interest 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. 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 or on behalf of Company or by Persons having an obligation to assign such rights to Company. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries: (ai) Merck hereby grants grants, and shall cause its applicable Affiliates to 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 (bii) 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 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 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 [ * ] and[ * ], provided, further, that the foregoing prohibitions shall not apply to publicly available information that is not 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 terms 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. 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 [*****] or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Company fails to initiate or defend such action within thirty (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. 10.1.1Each Party shall promptly disclose in writing to the other Party any Invention of which it becomes aware. All Subject to Sections 10.2 (Inventions Owned by Amgen) and 10.3 (Inventions Owned by Ideaya), all rights to all Inventions, including any Inventions relating to, to or covering, [*****] covering the combined use of the Amgen Compound and the Ideaya Compound (each a “Jointly Owned Invention”) shall will belong jointly to Amgen and Ideaya. Amgen and Ideaya will each be owned jointly by Company and Merck. Merck hereby assigns entitled to Company an undivided one-half interest in, to and under the use Jointly Owned Inventions that are invented without restriction in accordance with the terms and conditions of this Agreement and without accounting or created solely by Merck financial payment to the other Party and without the consent of the other Party and each Party may use, exploit, assign or by Persons having an obligation grant licenses (with right to assign such rights to Merck. Company hereby assigns to Merck an undivided one-half interest insublicense through multiple tiers), to any Third Parties for use and exploitation in the Territory, under any its interests in such Jointly Owned Inventions and Joint Patents. Notwithstanding the foregoing, Ideaya covenants and agrees that are invented it and its Affiliates, and permitted sublicensees and assignees will not use Jointly Owned Inventions to research, develop or created solely by Company commercialize (directly or by Persons having an obligation indirectly) the Amgen Compound, and Amgen covenants and agrees that it and its Affiliates, and permitted sublicensees and assignees will not use Jointly Owned Inventions to assign such rights to Companyresearch, develop or commercialize (directly or indirectly) the Ideaya Compound. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries: , (ai) Merck Ideaya hereby grants to Company [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Amgen a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under MerckIdeaya’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions in accordance with the terms and conditions of this Agreement; Agreement and (bii) Company Amgen hereby grants to Merck Ideaya a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under CompanyAmgen’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions in accordance with the terms and conditions of this Agreement. For clarity, except as expressly provided herein, the terms of this Agreement do not provide Company Amgen or Merck Ideaya with any rights, title or interest or any license to the other Party’s Background IP or Sole Inventions or intellectual property except as necessary rights covering or claiming such Sole Inventions. For the avoidance of doubt, either Party may rely on an Efficacy Result in making a decision to conduct the Study and as expressly provided under this Agreementpursue research or development with its respective Compound, including as set forth either alone or in Section 10.4. 10.1.2. Each Party shall have the right to [*****]. 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 combination with other compounds (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 excluding the other Party’s Confidential Informationrespective Compound), and to give no assistance to any Third Party for such application, without the other Party’s prior written authorization. 10.1.5. Company reliance 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 Company fails to initiate or defend such action within thirty (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 deemed a violation of the Party not bringing the suitany restriction set forth in this Agreement.

Joint Ownership and Prosecution. 10.1.1. 10.1.1 All rights to all Inventions relating to, or covering, [*****] * (each a “Jointly Owned Invention”) shall be owned jointly by Company and Merck. Merck hereby assigns to Company an undivided one-half interest in, to and under the Jointly Owned Inventions that are invented or created solely by Merck or by Persons having an obligation to assign such rights to Merck. Company hereby assigns to Merck an undivided one-half interest in, to and under any Jointly Owned Inventions that are invented or created solely by Company or by Persons having an obligation to assign such rights to Company. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries: (a) Merck hereby grants 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 to use such Inventions in accordance with the terms of this Agreement; and (b) Company hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under 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 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 [*. ****]Confidential material redacted and filed separately with the Commission. 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. 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 [*****] * or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Company fails to initiate or defend such action within thirty * (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 *. *Confidential material redacted and Merckfiled separately with the Commission. 10.1.6. 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, as between the Parties, all rights to all Inventions invented after the Effective Date relating to, or covering, [*****] to the combined use of the Menarini Compound and the Context Compound (each a “Jointly Owned Invention”) shall be owned belong jointly by Company to Menarini and Merck. Merck hereby assigns to Company an undivided one-half interest in, to and under the Jointly Owned Inventions that are invented or created solely by Merck or by Persons having an obligation to assign such rights to Merck. Company hereby assigns to Merck an undivided one-half interest in, to and under any Jointly Owned Inventions that are invented or created solely by Company or by Persons having an obligation to assign such rights to CompanyContext. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned ACTIVE/117982251.1 Invention in such countries: , (ai) Merck Context hereby grants to Company Menarini a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Merck’s Context's right, title and interest in and to all Jointly Owned Inventions to use such Jointly Owned Inventions in accordance with for the terms of Permitted Use and any other use expressly permitted by this Agreement; , and (bii) Company Menarini hereby grants to Merck Context a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Company’s Menarini's right, title and interest in and to all Jointly Owned Inventions to use such Jointly Owned Inventions in accordance with for the terms of Permitted Use and any other use expressly permitted by this Agreement. For clarity, the terms of this Agreement do not provide Company Menarini or Merck Context with any rights, title or interest or any license to the other Party’s 's background intellectual property except as expressly provided for herein and necessary for the Parties to conduct the Study Study. For further clarity, any license to the other Party's background intellectual property granted by either Party to the other Party hereunder shall be non-exclusive, royalty-free, non-transferrable, non-sublicensable, and to be exploited only to the extent strictly necessary for the conduct of the Study. For the avoidance of doubt and except as expressly provided under this Agreementherein, including as set forth in Section 10.4(i) Context’s right to exploit each Jointly Owned Invention shall not otherwise provide Context any rights to the Menarini Compound, and (ii) Menarini’s right to exploit each Jointly Owned Invention shall not otherwise provide Menarini any rights to the Context Compound. 10.1.2. Each Party shall have the right to [*****]. 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 person, videoconference, or by telephone) to discuss the patenting strategy for any Jointly Owned Inventions that which may arisearise under this Agreement. 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 's 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 's 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 ownedand except as otherwise set forth herein, and the Non-Filing Party or Opting-out Party or Non-filing Party (as applicable) shall have no right to practice under such Joint ACTIVE/117982251.1 Patent Application or Joint Patent any patent claiming such Jointly Owned Invention in the applicable country or countriescountries 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 Sections 3.10 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 's Confidential Information, and to give no assistance to any Third Party for such application, without the other Party’s 's prior written authorization. 10.1.5. Company 10.1.4 Menarini 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 Company fails to initiate or defend such action within thirty (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 [*****] such infringement or misappropriation results from the development or sale of an antiestrogen, or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Menarini fails to initiate or defend such action within [***] days after being first notified of such infringement or misappropriation, Context shall have the right to do so at its sole expense. Context 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 an antiprogesterone, or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Context fails to initiate or defend such action within [***] after being first notified of such infringement, Menarini shall have the right to do so at its sole expense. 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/are or include(s) both an antiestrogen and an antiprogesterone, the Parties shall work together to coordinate such action and shall share the costs and expenses of such litigation equally. Any damages For clarity, if the alleged infringer is selling or other monetary awards recovered shall be shared as follows: (a) intending to sell only one of either an antiestrogen or an antiprogesterone, then the amount foregoing obligation to share the costs and expenses of such recovery actually received by the Party controlling such action litigation 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 Mercknot apply. 10.1.6. 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. The costs and expenses of the Party bringing suit under this Section 10.1.6 10.1.5 shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: (ai) 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 the Party controlling the action; (ii) the remaining balance shall next be applied to the out-of-pocket costs of the Party incurred in connection with such action; and then (biii) any remaining proceeds shall be divided evenly between Company Menarini and MerckContext. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.1.6 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, [*****] * (each a “Jointly Owned Invention”) shall be owned jointly by Company and Merck. Merck hereby assigns to Company an undivided one-half interest in, to and under the Jointly Owned Inventions that are invented or created solely by Merck or by Persons having an obligation to assign such rights to Merck. Company hereby assigns to Merck an undivided one-one- half interest in, to and under any Jointly Owned Inventions that are invented or created solely by Company or by Persons having an obligation to assign such rights to Company. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries: (a) Merck hereby grants 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 to use such Inventions in accordance with the terms of this Agreement; and (b) Company hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under 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 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 ****, and Company may not *]***. 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. 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 [*****] * or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Company fails to initiate or defend such action within thirty (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 toclaiming, or covering, [*****] the combined use of the Advaxis Compound and the Merck Compound (each a “Jointly Owned Invention”) shall be owned belong jointly by Company to Advaxis and Merck. Advaxis and Merck hereby assigns shall each be entitled to Company an undivided one-half interest in, to and under use the Jointly Owned Inventions in accordance with the terms and conditions of this Agreement, and without accounting or financial payment to the other Party and without the consent of the other Party. Notwithstanding the foregoing, Merck covenants and agrees that are invented or created solely by Merck or by Persons having an obligation to assign such rights to Merck. Company hereby assigns to Merck an undivided one-half interest in, to and under any it will not use the Jointly Owned Inventions Invention to seek Regulatory Approval for, or to enable a Third Party to seek Regulatory Approval for, a Live-Attenuated Bacterial Vaccine other than ADXS31-142 or use either as a monotherapy or in combination with a PD-1 Antagonist and Advaxis covenants and agrees that are invented it will not use the Jointly Owned Invention to seek Regulatory Approval for, or created solely by Company to enable a Third Party to seek Regulatory Approval for, a PD-1 Antagonist other than MK-3475 for use either as a monotherapy or by Persons having an obligation to assign such rights to Companyin combination with a Live-Attenuated Bacterial Vaccine other than ADXS31-142. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries: , (ai) Merck hereby grants to Company Advaxis a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Merck’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions in accordance with the terms and conditions of this Agreement; Agreement and (bii) Company Advaxis hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under CompanyAdvaxis’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions in accordance with the terms and conditions of this Agreement. For clarity, except as provided in Section 10.4 below, the terms of this Agreement do not provide Company Advaxis 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 10.4Study. 10.1.2. Each Party shall have the right to [*****]. 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 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 countriesApplications. 10.1.4. 10.1.3 Except as expressly provided in Section 10.1.3 and in furtherance and not in limitation of Section 9.110.1.2, 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. Certain portions of this document have been marked “[C.I.]” to indicate that confidential treatment has been requested for such confidential information. The confidential portions have been omitted and submitted separately with the Securities and Exchange Commission. 10.1.5. Company 10.1.4 Advaxis shall have the first right to initiate legal action to enforce all Joint Patents against infringement and to protect all Jointly Owned Inventions from or misappropriation by any Third PartyParty that is marketing, where [*****] or seeking to market, a compound in the same class as the Advaxis Compound, or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Company Advaxis fails to initiate or defend such action within thirty (30) days after being first notified of such infringement, Merck shall have the right to do so at its sole expense. Similarly, 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 or misappropriation by any Third PartyParty that is marketing, where [*****] or seeking to market, a compound in the same class as the Merck 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 thirty (30) days after being first notified of such infringement, Company Advaxis 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. 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. The costs and expenses of the Party bringing suit under this Section 10.1.6 10.1.5 shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: (ai) 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 (bii) any remaining proceeds shall be divided evenly between Company Advaxis and Merck. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.1.6 10.1.5 may not be entered into without the consent of the Party not bringing the suit.