Common use of Joint Ownership and Prosecution Clause in Contracts

Joint Ownership and Prosecution. 11.1.1 Subject to Sections 10.2 and 10.3, all rights to all Inventions relating to or covering the combined use of the Pfizer Compound and the Ideaya Compound (each a “Jointly Owned Invention”) shall belong jointly to Pfizer and Ideaya. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries, (i) Ideaya hereby grants to Pfizer a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Ideaya’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for the Permitted Use and any other use expressly permitted by this Agreement, and (ii) Pfizer hereby grants to Ideaya a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Pfizer’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for the Permitted Use and any other use expressly permitted by this Agreement. For clarity, the terms of this Agreement do not provide Pfizer or Ideaya with any rights, title or interest or any license to the other Party’s background intellectual property except as necessary to conduct the Study and as expressly set forth in Section 10.4. 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. 11.1.2 Promptly following the Effective Date, patent representatives of each of the Parties shall meet (in person or by telephone) to discuss the patenting strategy for any Jointly Owned Inventions which may arise. In particular, the Parties shall discuss which Party will file 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 [***] 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. Joint 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. 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 any patent application for such Jointly Owned Invention or does not want to file in a particular country, the Non-filing Party shall execute such documents and perform such acts at the Filing Party’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) in a timely manner to allow the Filing Party to prosecute such patent application. Likewise, if a Party (the “Opting-out Party”) wishes to discontinue the prosecution and maintenance of a Joint Patent 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 such documents and perform such acts at the Continuing Party’s expense as may be reasonably necessary to effect an assignment of such Joint Patent Application to the Continuing Party (in such country or all countries, as applicable) in a timely manner to allow the Continuing Party to prosecute and maintain such patent application. Any Joint Patent Application or Jointly Owned Invention so assigned shall thereafter be owned solely by the Continuing Party or Filing Party (as applicable), and the Opting-out Party or Non-filing Party (as applicable) shall have no right to practice under such Joint Patent Application or any patent claiming such Jointly Owned Invention in the applicable country or countries and, for the avoidance of doubt, any such patent, when issued, shall not be a Joint Patent. The Filing Party or Continuing Party (as applicable) hereby grants to the Opting-out Party or Non-Filing Party (as applicable) a perpetual, irrevocable, non-exclusive, royalty-free fully paid-up license under such solely owned patent applications and patents to practice any Invention claimed therein solely for the purposes of developing and commercializing its respective Compound for use in the Combination, which license shall not be transferable or sublicensable to any Third Party except to (A) Affiliates of the Opting-out Party or Non-Filing Party (as applicable) and (B) Third Parties engaged in developing, manufacturing or marketing that Party’s Compound for or on behalf of that Party or its Affiliates. 11.1.3 Except as expressly provided in Section 3.7, 9.1, 10.1.2, 10.2 or 10.3 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. 11.1.4 Pfizer 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 ALK Inhibitor or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Pfizer fails to initiate or defend such action within [***] days after being first notified of such infringement or misappropriation, Ideaya shall have the right to do so at its sole expense. Similarly, Ideaya shall have the first right to initiate legal action to enforce all Joint Patents against [***] 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. 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 PKC Inhibitor or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Ideaya fails to initiate or defend such action within [***] days after being first notified of such infringement, Pfizer 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 a ALK Inhibitor and a PKC Inhibitor, the Parties shall work together to coordinate such action and shall, unless one Party elects not to pursue such legal action, share the costs and expenses of such litigation equally. For clarity, if the alleged infringer is selling or intending to sell only one of either a ALK Inhibitor or a PKC Inhibitor, then the foregoing obligation to share the costs and expenses of such litigation shall not apply. 11.1.5 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 10.1.5 shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: (i) the amount of such recovery actually received by the Party controlling such action shall be first applied to the out-of-pocket costs of each Party in connection with such action; and then (ii) any remaining proceeds shall be divided evenly between Pfizer and Ideaya. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.1.5 may not be entered into without the consent of the Party not bringing the suit.

Joint Ownership and Prosecution. 11.1.1 Each Party shall promptly disclose in writing to the other Party any Invention of which it becomes aware. Subject to Sections 10.2 (Inventions Owned by Amgen) and 10.310.3 (Inventions Owned by Ideaya), all rights to all Inventions, including any Inventions relating to or covering the combined use of the Pfizer Amgen Compound and the Ideaya Compound (each a “Jointly Owned Invention”) shall will belong jointly to Pfizer Amgen and Ideaya. Amgen and Ideaya will each be entitled to use Jointly Owned Inventions without restriction 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 and each Party may use, exploit, assign or grant licenses (with right to sublicense through multiple tiers), to any Third Parties for use and exploitation in the Territory, under its interests in such Jointly Owned Inventions and Joint Patents. Notwithstanding the foregoing, Ideaya covenants and agrees that it and its Affiliates, and permitted sublicensees and assignees will not use Jointly Owned Inventions to research, develop or commercialize (directly or indirectly) the Amgen Compound, and Amgen covenants and agrees that it and its Affiliates, and permitted sublicensees and assignees will not use Jointly Owned Inventions to research, develop or commercialize (directly or indirectly) the Ideaya Compound. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries, (i) Ideaya hereby grants to Pfizer [***] 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 Ideaya’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for in accordance with the Permitted Use terms and any other use expressly permitted by conditions of this Agreement, Agreement and (ii) Pfizer Amgen hereby grants to Ideaya a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under PfizerAmgen’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for in accordance with the Permitted Use terms and any other use expressly permitted by conditions of this Agreement. For clarity, except as expressly provided herein, the terms of this Agreement do not provide Pfizer Amgen or Ideaya with any rights, title or interest or any license to the other Party’s background Background IP or Sole Inventions or intellectual property except as necessary to conduct the Study and as expressly set forth in Section 10.4. 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 rights covering 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. 11.1.2 Promptly following the Effective Date, patent representatives of each of the Parties shall meet (in person or by telephone) to discuss the patenting strategy for any Jointly Owned Inventions which may arise. In particular, the Parties shall discuss which Party will file 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 [***] 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. Joint 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. 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 any patent application for such Jointly Owned Invention or does not want to file in a particular country, the Non-filing Party shall execute such documents and perform such acts at the Filing Party’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) in a timely manner to allow the Filing Party to prosecute such patent application. Likewise, if a Party (the “Opting-out Party”) wishes to discontinue the prosecution and maintenance of a Joint Patent 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 such documents and perform such acts at the Continuing Party’s expense as may be reasonably necessary to effect an assignment of such Joint Patent Application to the Continuing Party (in such country or all countries, as applicable) in a timely manner to allow the Continuing Party to prosecute and maintain such patent application. Any Joint Patent Application or Jointly Owned Invention so assigned shall thereafter be owned solely by the Continuing Party or Filing Party (as applicable), and the Opting-out Party or Non-filing Party (as applicable) shall have no right to practice under such Joint Patent Application or any patent claiming such Jointly Owned Invention in the applicable country or countries and, for Sole Inventions. For the avoidance of doubt, any such patent, when issued, shall not be either Party may rely on an Efficacy Result in making a Joint Patent. The Filing Party decision to pursue research or Continuing Party (as applicable) hereby grants to the Opting-out Party or Non-Filing Party (as applicable) a perpetual, irrevocable, non-exclusive, royalty-free fully paid-up license under such solely owned patent applications and patents to practice any Invention claimed therein solely for the purposes of developing and commercializing development with its respective Compound for use Compound, either alone or in the Combination, which license shall not be transferable or sublicensable to any Third Party except to combination with other compounds (A) Affiliates of the Opting-out Party or Non-Filing Party (as applicable) and (B) Third Parties engaged in developing, manufacturing or marketing that Party’s Compound for or on behalf of that Party or its Affiliates. 11.1.3 Except as expressly provided in Section 3.7, 9.1, 10.1.2, 10.2 or 10.3 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 such reliance shall not be deemed a violation of any Third Party for such application, without the other Party’s prior written authorization. 11.1.4 Pfizer 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 ALK Inhibitor or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Pfizer fails to initiate or defend such action within [***] days after being first notified of such infringement or misappropriation, Ideaya shall have the right to do so at its sole expense. Similarly, Ideaya shall have the first right to initiate legal action to enforce all Joint Patents against [***] Certain information restriction set forth 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. 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 PKC Inhibitor or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Ideaya fails to initiate or defend such action within [***] days after being first notified of such infringement, Pfizer 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 a ALK Inhibitor and a PKC Inhibitor, the Parties shall work together to coordinate such action and shall, unless one Party elects not to pursue such legal action, share the costs and expenses of such litigation equally. For clarity, if the alleged infringer is selling or intending to sell only one of either a ALK Inhibitor or a PKC Inhibitor, then the foregoing obligation to share the costs and expenses of such litigation shall not applyAgreement. 11.1.5 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 10.1.5 shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: (i) the amount of such recovery actually received by the Party controlling such action shall be first applied to the out-of-pocket costs of each Party in connection with such action; and then (ii) any remaining proceeds shall be divided evenly between Pfizer and Ideaya. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.1.5 may not be entered into without the consent of the Party not bringing the suit.

Joint Ownership and Prosecution. 11.1.1 10.1.1. Subject to Sections 10.2 and 10.3, all rights to all Inventions relating to or embodying, claiming and/or covering the combined use of the Pfizer Compound and the Ideaya Compound Combination (each a “Jointly Owned Invention”), and all Know-How that (i) is generated jointly by the Parties in the performance of the Study, which includes the Protocol, and (ii) is not a Jointly Owned Invention (“Collaboration Know-How”), shall belong be owned jointly by Incyte and Advaxis, and each Party hereby assigns to Pfizer the other a joint ownership interest in all such Jointly Owned Inventions and IdeayaCollaboration Know-How. Except as set forth in Section 10.1.3.2 below, Incyte and Advaxis shall each be entitled to use the Jointly Owned Inventions without accounting or financial payment to the other Party and without the consent of the other Party. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries, (i) Ideaya Advaxis hereby grants to Pfizer a perpetual, irrevocableIncyte a, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under IdeayaAdvaxis’s right, title and interest in and to all Jointly Owned Inventions and Collaboration Know-How to use such Inventions for the Permitted Use and any other use expressly permitted by this Agreement, Know-How without restriction and (ii) Pfizer Incyte hereby grants to Ideaya a perpetual, irrevocableAdvaxis a, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under PfizerIncyte’s right, title and interest in and to all Jointly Owned Inventions and Collaboration Know-How to use such Inventions for the Permitted Use and any other use expressly permitted by this AgreementKnow-How without restriction. For clarity, the terms of this Agreement do not provide Pfizer Incyte or Ideaya Advaxis with any rights, title or interest or any license to the other Party’s background intellectual property Background Intellectual Property except as necessary to conduct the Study and as expressly set forth in Section 10.4. 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. 11.1.2 10.1.2. Promptly following the Effective Date, patent representatives of each of the Parties shall meet (in person or by telephone) to discuss the patenting strategy for any Jointly Owned Inventions which may arise. In particular, the Parties shall discuss which Party will file 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 [***] 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 agree on the filing strategy of a Jointly Owned Invention the matter will be referred to the registrant if publicly disclosed. Joint Patent CounselJDC 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 ApplicationsApplications and 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 Party”) does not want to file any patent application for such Jointly Owned Invention or does not want to file in a particular country, the Non-filing Party shall execute such documents and perform such acts at the Filing Party’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) in a timely manner to allow the Filing Party to prosecute such patent application. Likewise, if a Party (the “Opting-out Party”) wishes to discontinue the prosecution and maintenance of a Joint Patent 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 such documents and perform such acts at the Continuing Party’s expense as may be reasonably necessary to effect an assignment of such Joint Patent Application to the Continuing Party (in such country or all countries, as applicable) in a timely manner to allow the Continuing Party to prosecute and maintain such patent application. Any Joint Patent Application or Jointly Owned Invention so assigned shall thereafter be owned solely by the Continuing Party or Filing Party (as applicable), and the Opting-out Party or Non-filing Party (as applicable) shall have no right to practice under such Joint Patent Application or any patent claiming such Jointly Owned Invention in the applicable country or countries and, for the avoidance of doubt, any such patent, when issued, shall not be a Joint Patent. The Filing Party or Continuing Party (as applicable) hereby grants to the Opting-out Party or Non-Filing Party (as applicable) a perpetual, irrevocable, non-exclusive, royalty-free fully paid-up license under such solely owned patent applications and patents to practice any Invention claimed therein solely for the purposes of developing and commercializing its respective Compound for use in the Combination, which license shall not be transferable or sublicensable to any Third Party except to (A) Affiliates of the Opting-out Party or Non-Filing Party (as applicable) and (B) Third Parties engaged in developing, manufacturing or marketing that Party’s Compound for or on behalf of that Party or its Affiliates. 11.1.3 10.1.3.1. Except as expressly provided in Section 3.7, 9.1, 10.1.2, 10.2 or 10.3 and in furtherance and not in limitation of Section 9.1, 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. 11.1.4 Pfizer 10.1.3.2. 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 misappropriation, infringement or misappropriation by any Third Party where such infringement that is manufacturing, developing, marketing, or misappropriation results from seeking to market, a Selective IDO1 Inhibitor, and/or the development or sale of a ALK Inhibitor 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 Pfizer Incyte fails to initiate or defend such action within [***] thirty (30) days after being first notified of such infringement or misappropriationinfringement, Ideaya Advaxis shall have the right to do so at its sole expense. Similarly, Ideaya Advaxis shall have the first right to initiate legal action to enforce all Joint Patents against [***] 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. infringement and to protect all Jointly Owned Inventions from misappropriation, or misappropriation by any Third Party where such that is manufacturing, developing, marketing, or seeking to market, an Advaxis Compound and, , or any other alleged infringement not solely related to the Incyte Compound or misappropriation results from the development or sale of a PKC Inhibitor 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 Ideaya Advaxis fails to initiate or defend such action within [***] thirty (30) days after being first notified of such infringement, Pfizer Incyte shall have the right to do so at its sole expense. Each Party shall keep the other Party reasonably informed as to any legal or commercial courses of action it pursues pursuant to this subsection. In connection with any proceeding, neither Party shall enter into any settlement without the event that legal action to enforce Joint Patents will involve infringement or misappropriation resulting from prior written consent of the development or sale of a molecule or molecules that is/are or include(s) both a ALK Inhibitor and a PKC Inhibitor, the Parties shall work together to coordinate such action and shall, unless one Party elects not to pursue such legal action, share the costs and expenses of such litigation equally. For clarity, if the alleged infringer is selling or intending to sell only one of either a ALK Inhibitor or a PKC Inhibitor, then the foregoing obligation to share the costs and expenses of such litigation shall not applyother Party. 11.1.5 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, at the first Party’s expense. The costs and expenses of the Party bringing suit under this Section 10.1.5 shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: (i) the amount of such recovery actually received by the Party controlling such action shall be first applied proportionately to the out-of-pocket costs of each Party in connection with such action; and then (ii) any remaining proceeds shall be divided evenly between Pfizer Incyte and IdeayaAdvaxis. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.1.5 may not be entered into without the consent of the Party not bringing the suit.

Joint Ownership and Prosecution. 11.1.1 10.1.1 Subject to Sections 10.2 and 10.3, all rights to all Inventions relating to or covering the combined use of the Pfizer Compound and the Ideaya Compound *** (each a “Jointly Owned Invention”) shall belong jointly to Pfizer Syndax and Ideayathe Alliance. The Parties agree that the inventions disclosed in the provisional patent application *** shall be a Joint Patent Application for all purposes of this Agreement. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries, (i) Ideaya the Alliance hereby grants to Pfizer Syndax a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Ideayathe Alliance’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for the Permitted Use and any other use expressly permitted by this Agreementuse, and (ii) Pfizer Syndax hereby grants to Ideaya the Alliance a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under PfizerSyndax’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, in each case subject to the Permitted Use restrictions in Article 3 and any other use expressly permitted by this AgreementArticle 10. Unless otherwise mutually agreed, each Party shall have the right to ***. For clarity, (i) the terms of this Agreement do not provide Pfizer Syndax or Ideaya the Alliance any rights to use or commercialize the other Party’s Compound, or with any rights, title or interest or any license to the other Party’s background intellectual property except as necessary to conduct the Study and as expressly set forth in Section 10.4. 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 (ii) except as may grant licenses be mutually agreed by the Parties, (with a right to sublicensex) to Third Parties under such Party’s interest in each Jointly Owned Invention***, and (y) ***. 11.1.2 10.1.2 Promptly following the Effective Date, patent representatives of each of the Parties shall meet (in person or by telephone) to discuss the patenting strategy for any Jointly Owned Inventions 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 prosecution and/or maintenance jointly through an outside patent counsel acceptable to both Parties). In particularThe 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 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 [***] 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 reasonably acceptable to the registrant if publicly disclosed. Joint Patent Counselother 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. 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 any 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 such documents and perform such acts at the Filing Party’s expense as may be reasonably necessary to effect an assignment of such Jointly Owned Invention subject to the Filing Party (in such country or all countriesJoint Patent Application, as applicable) in a timely manner subject to allow the Filing Party to prosecute such patent applicationopt-out procedure described below. Likewise, if 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 of a Joint Patent 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 such documents and perform such acts at the Continuing Party’s expense as may be reasonably necessary in a timely manner to effect an assignment of such Joint Patent Application to the Continuing Party (in such country or all countries, as applicable) in a timely manner to allow the Continuing Party to prosecute and maintain such patent application. Any Joint Patent Application or Jointly Owned Invention so assigned shall thereafter be owned solely by the Continuing Party or Filing Party (as applicable)Party; provided, and the Opting-out Party or Non-filing Party (as applicable) shall have no right to practice under such Joint Patent Application or any patent claiming such Jointly Owned Invention in the applicable country or countries andhowever, for the avoidance of doubt, any such patent, when issued, shall not be a Joint Patent. The Filing Party or Continuing Party (as applicable) hereby grants to the Opting-out Party or Non-Filing Party (as applicable) a perpetual, irrevocable, non-exclusive, royalty-free fully paid-up license under such solely owned patent applications and patents to practice any Invention claimed therein solely for the purposes of developing and commercializing its respective Compound for use in the Combination, which license shall not be transferable or sublicensable to any Third Party except to (A) Affiliates of the Opting-out Party or Non-Filing Party (as applicable) and (B) Third Parties engaged in developing, manufacturing or marketing that Party’s Compound for or on behalf of that Party or its Affiliates***. 11.1.3 10.1.3 Except as expressly provided in Section 3.7, 9.1, 10.1.2, 10.2 or 10.3 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. 11.1.4 Pfizer 10.1.4 Subject to this Section 10.1.4, *** 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 a ALK Inhibitor or to defend any declaratory judgment action relating thereto, at its sole expense***. In the event that Pfizer *** fails to initiate or defend such action within [***] days * after being first notified of such infringement or misappropriation, Ideaya *** shall have the right to do so at its sole expense. Similarly, Ideaya subject to this Section 10.1.4, *** shall have the first right (but not the obligation) to initiate legal action to enforce all Joint Patents against [***] Certain information in this document has been excluded pursuant to Regulation S-Kinfringement, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. 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 PKC Inhibitor or to defend any declaratory judgment action relating thereto, at its sole expense***. In the event that Ideaya *** fails to initiate or defend such action within [***] days * after being first notified of such infringementinfringement or misappropriation, Pfizer *** shall have the right to do so at its sole expense. In the event that legal action to enforce infringement of any Joint Patents will involve infringement Patent or misappropriation resulting of any Jointly Owned Invention results from the development or sale of a molecule or molecules that is/are or include(s) both a ALK Inhibitor and a PKC Inhibitor, the Parties shall work together to coordinate such action and shall, unless one Party elects not to pursue such legal action, share the costs and expenses of such litigation equally. For clarity, if the alleged infringer is selling or intending to sell only one of either a ALK Inhibitor or a PKC Inhibitor, then the foregoing obligation to share the costs and expenses of such litigation shall not apply***. 11.1.5 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 10.1.5 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 shall be shared as follows: (i) in the amount of such recovery actually received by the Party controlling such action shall be first applied to ***; provided, however, that in the out-of-pocket costs of each Party in connection with such action; and then (ii) any remaining proceeds shall be divided evenly between Pfizer and Ideayaevent that ***. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.1.5 may not be entered into without the consent of the Party not bringing the suitboth Parties.

Joint Ownership and Prosecution. 11.1.1 10.1.1 Subject to Sections 10.2 and 10.3, all rights to all Inventions relating specifically to or covering the combined use of the Pfizer Combination, any combinations between an Alliance Compound and the Ideaya a Vaximm Class Compound, or a Vaximm Compound and an Alliance Class Compound (each a “Jointly Owned Invention”) shall belong jointly to Pfizer Vaximm and Ideayathe Alliance. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention Each Party shall and hereby does assign to practice such Jointly Owned Invention in such countries, (i) Ideaya hereby grants to Pfizer a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Ideaya’s rightthe other Party sufficient rights, title and interest in and to all each Jointly Owned Inventions to use such Inventions for Invention so that each of Vaximm and the Permitted Use and any other use expressly permitted by this Agreement, and (ii) Pfizer hereby grants to Ideaya a perpetual, irrevocable, nonAlliance owns an undivided one-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Pfizer’s right, title and half interest in and to all Jointly Owned Inventions to use such Inventions for the Permitted Use and any other use expressly permitted by this Agreementsame. For clarityUnless otherwise mutually agreed, the terms of this Agreement do not provide Pfizer or Ideaya with any rights, title or interest or any license to the other Party’s background intellectual property except as necessary to conduct the Study and as expressly set forth in Section 10.4. Each each Party shall have the right to freely exploit each Jointly Owned Inventionthe Joint IP, 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 the Joint IP, in each case subject to the restrictions in Article 3 and this Article 10. For those countries where a specific license is required for a joint owner of a Jointly Owned InventionInvention to practice such Jointly Owned Invention in such countries, (i) the Alliance hereby grants to Vaximm a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under the Alliance’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, and (ii) Vaximm hereby grants to the Alliance a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Vaximm’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for any use, in each case subject to the restrictions in Article 3 and this Article 10. For clarity, (a) the terms of this Agreement do not provide Vaximm or the Alliance any rights to use or commercialize the other Party’s Class Compounds, alone or in combination with that Party’s Class Compounds, or with any rights, title or interest or any license to the other Party’s Background Intellectual Property except as necessary to conduct the Study and as expressly set forth in Section 10.4, and (b) the Parties shall discuss and mutually agree on disclosures towards a patent authority with respect to the Combination of the Vaximm Compound and the Alliance Compound, with each Party’s consent not to be unreasonably withheld. Until such consent is reached, (x) Vaximm shall not disclose to a patent authority the Protocol, any Clinical Data relating to the Combination of the Vaximm Compound and the Alliance Compound or any Sample Testing Results relating to the Alliance Compound in or in connection with any patent application (relating to any Invention or otherwise), and (y) Alliance shall not disclose to a patent authority the Protocol, any Clinical Data relating to the Combination of the Vaximm Compound and the Alliance Compound or any Sample Testing Results relating to the Vaximm Compound in or in connection with any patent application (relating to any Invention or otherwise). 11.1.2 Promptly following 10.1.2 Following the Effective Date, patent representatives of each of the Parties shall meet (in person or by telephone) to discuss the patenting strategy for any Jointly Owned Inventions which may arise, including deciding on (A) the timing for filing of any provisional or regular patent application; and (B) the countries in which patent applications should be filed, subject to the opt-out procedure described below. In particularThe Parties hereby agree that Vaximm will take the lead in prosecuting, maintaining and/or defending Joint IP (the “Lead Prosecuting Party”) (it being understood that the Parties shall discuss mutually agree to conduct some or all prosecution, maintenance and/or defense jointly through a patent counsel acceptable to both Parties). The Parties acknowledge and agree that unless otherwise agreed and subject to Section 10.1.1, the Lead Prosecuting Party shall have the first right (but not the obligation) to file itself or through its selected patent counsel, which Party will file is reasonably acceptable to the other Party, 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 [***] 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. Joint Patent Counsel. In any event, the Parties shall consult and reasonably cooperate with one another (i) in the preparation, filing, prosecution (including prosecution strategy, which shall also include procedures before the Unified Patent Court) and maintenance of such patent application Joint Patent Application and in the maintenance and defense of any Joint Patent, and (ii) subject to the opt-out procedure described below the Parties shall equally share the expenses associated with therewith. For the Joint Patent Applications. 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 fully and equally considered as the “Non-filing Party”) does not want to file any patent application for such Jointly Owned Invention or does not want to file in a particular countrybeneficial owners of the rights derived from the Joint IP, the Non-filing Party shall execute such documents and perform such acts at the Filing Party’s expense as may be reasonably necessary to effect an assignment of such Jointly Owned Invention subject to the Filing Party (in such country or all countries, as applicable) in a timely manner to allow the Filing Party to prosecute such patent applicationopt-out procedure described below. Likewise, if If a Party (the “Opting-out Party”) does not want to file or share expenses for 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 prosecution, maintenance or defense of a Joint Patent ApplicationApplication or Joint Patent or sharing expenses therefor, the other Party, at its sole option option, (the “Continuing Party”), ) may continue such prosecution and maintenanceprosecution, maintenance or defense at its sole expense. In such event, at the Continuing Party’s request the Opting-out Party shall execute such documents and perform such acts at the Continuing Opting-out Party’s expense as may be reasonably necessary in a timely manner to effect an assignment of such Joint Patent Application IP to the Continuing Party (in such country or all countries, as applicable) in a timely manner to allow the Continuing Party to prosecute and continue to prosecute, maintain or defend such patent applicationJoint IP. Any Joint Patent Application or Jointly Owned Invention IP so assigned shall thereafter be owned solely by the Continuing Party or Filing Party (as applicable)Party, and provided however, that the Opting-out Party or Non-filing Party (as applicableincluding its successors and assigns) shall have no right to practice under such Joint Patent Application or any patent claiming such Jointly Owned Invention in the applicable country or countries and, for the avoidance of doubt, any such patent, when issued, shall not be a Joint Patent. The Filing Party or Continuing Party (as applicable) hereby grants to the Opting-out Party or Non-Filing Party (as applicable) retain a perpetual, irrevocable, non-exclusive, worldwide, royalty-free free, sublicensable, transferable, and fully paid-up license for all purposes under any patent claims arising from such solely owned patent applications and patents Jointly Owned Invention in any applicable countries with respect to practice any Invention claimed therein solely for the purposes of developing and commercializing its respective Compound for use in the Combinationa product discovered, which license shall not be transferable developed, or sublicensable to any Third Party except to (A) Affiliates of commercialized by the Opting-out Party or Non-Filing Party (as applicable) and (B) Third Parties engaged in developing, manufacturing or marketing that Party’s Compound for or on behalf of that Party or its Affiliates. 11.1.3 10.1.3 Except as expressly provided in Section 3.7, 9.1, 10.1.2, 10.2 or 10.3 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 that includes the other Party’s Confidential Information, and to give no will not provide assistance to any Third Party for any such application, without the other Party’s prior written authorization. 11.1.4 Pfizer 10.1.4 Subject to this Section 10.1.4, Vaximm 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 a ALK Inhibitor the Vaximm Compound or an Vaximm 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 Pfizer Vaximm fails to initiate or defend such action within [***] thirty (30) days after being first notified of such infringement or misappropriation, Ideaya the Alliance shall have the right to do so at its sole expense. Similarly, Ideaya subject to this Section 10.1.4, the Alliance shall have the first right (but not the obligation) to initiate legal action to enforce all Joint Patents against [***] Certain information in this document has been excluded pursuant to Regulation S-Kinfringement, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. 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 PKC Inhibitor the Alliance Compound or an Alliance 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 Ideaya the Alliance fails to initiate or defend such action within [***] thirty (30) days after being first notified of such infringementinfringement or misappropriation, Pfizer Vaximm shall have the right to do so at its sole expense. In the event that legal action to enforce infringement of any Joint Patents will involve infringement Patent or misappropriation resulting of any Jointly Owned Invention results from the development or sale of a molecule product combining, or molecules that is/are a use or include(s) both a ALK Inhibitor method of use of both, or of two products each having one of, the Vaximm Compound or an Vaximm Class Compound and a PKC Inhibitorthe Alliance Compound or an Alliance Class Compound, the Parties shall work together to coordinate such action discuss and shall, unless one Party elects not to pursue such legal action, share agree on enforcement strategy and the Parties’ rights and responsibilities regarding enforcement and the costs and expenses of such litigation equally. For clarity, if the alleged infringer is selling or intending to sell only one of either a ALK Inhibitor or a PKC Inhibitor, then the foregoing obligation to share the costs and expenses of such litigation shall not applythereof. 11.1.5 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 10.1.5 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: (i) 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 (ii) any remaining proceeds shall be divided evenly between Pfizer and Ideayawriting. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.1.5 may not be entered into without the consent of the Party both Parties, which shall not bringing the suitbe unreasonably withheld, conditioned or delayed.

Joint Ownership and Prosecution. 11.1.1 10.1.1 Subject to Sections 10.2 and 10.3, as between the Parties, all rights to all Inventions invented after the Effective Date relating to or covering the combined use of the Pfizer Menarini Compound and the Ideaya Context Compound (each a “Jointly Owned Invention”) shall belong jointly to Pfizer Menarini and IdeayaContext. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned ACTIVE/117982251.1 Invention in such countries, (i) Ideaya Context hereby grants to Pfizer Menarini a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Ideaya’s Context's right, title and interest in and to all Jointly Owned Inventions to use such Jointly Owned Inventions for the Permitted Use and any other use expressly permitted by this Agreement, and (ii) Pfizer Menarini hereby grants to Ideaya Context a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Pfizer’s Menarini's right, title and interest in and to all Jointly Owned Inventions to use such Jointly Owned Inventions for the Permitted Use and any other use expressly permitted by this Agreement. For clarity, the terms of this Agreement do not provide Pfizer Menarini or Ideaya Context with any rights, title or interest or any license to the other Party’s 's background intellectual property except as expressly provided for herein and necessary for the Parties to conduct the Study Study. For further clarity, any license to the other Party's background intellectual property granted by either Party to the other Party hereunder shall be non-exclusive, royalty-free, non-transferrable, non-sublicensable, and to be exploited only to the extent strictly necessary for the conduct of the Study. For the avoidance of doubt and except as expressly set forth in Section 10.4. Each Party shall have the provided herein, (i) Context’s right to freely exploit each Jointly Owned Invention, both within and outside the scope of the Study, without accounting to or Invention shall not otherwise provide Context any other obligation rights to the other PartyMenarini Compound, and each Party may grant licenses (with a ii) Menarini’s right to sublicense) to Third Parties under such Party’s interest in exploit each Jointly Owned InventionInvention shall not otherwise provide Menarini any rights to the Context Compound. 11.1.2 10.1.2 Promptly following the Effective Date, 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 which may arisearise under this Agreement. In particular, the Parties shall discuss which Party will file 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 [***] 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. Joint 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. 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 any patent application for such Jointly Owned Invention or does not want to file in a particular country, the Non-filing Party shall execute such documents and perform such acts at the Filing Party’s '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) in a timely manner to allow the Filing Party to prosecute such patent application. Likewise, if a Party (the “Opting-out Party”) wishes to discontinue the prosecution and maintenance of a Joint Patent 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 such documents and perform such acts at the Continuing Party’s 's expense as may be reasonably necessary to effect an assignment of such Joint Patent Application to the Continuing Party (in such country or all countries, as applicable) in a timely manner to allow the Continuing Party to prosecute and maintain such patent application. Any Joint Patent Application or Jointly Owned Invention so assigned shall thereafter be owned solely by the Continuing Party or Filing Party (as applicable), and except as otherwise set forth herein, the Opting-out Party or Non-filing Party (as applicable) shall have no right to practice under such Joint ACTIVE/117982251.1 Patent Application or any patent claiming such Jointly Owned Invention in the applicable country or countries and, for the avoidance of doubt, any such patent, when issued, shall not be a Joint Patent. The Filing Party or Continuing Party (as applicable) hereby grants to the Opting-out Party or Non-Filing Party (as applicable) a perpetual, irrevocable, non-exclusive, royalty-free fully paid-up license under such solely owned patent applications and patents to practice any Invention claimed therein solely for the purposes of developing and commercializing its respective Compound for use in the Combination, which license shall not be transferable or sublicensable to any Third Party except to (A) Affiliates of the Opting-out Party or Non-Filing Party (as applicable) and (B) Third Parties engaged in developing, manufacturing or marketing that Party’s Compound for or on behalf of that Party or its Affiliates. 11.1.3 10.1.3 Except as expressly provided in Section 3.7, 9.1, 10.1.2, 10.2 or 10.3 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. 11.1.4 Pfizer 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 such infringement or misappropriation results from the development or sale of a ALK Inhibitor an antiestrogen, or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Pfizer Menarini fails to initiate or defend such action within [***] days after being first notified of such infringement or misappropriation, Ideaya Context shall have the right to do so at its sole expense. Similarly, Ideaya Context shall have the first right to initiate legal action to enforce all Joint Patents against [***] 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. 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 PKC Inhibitor an antiprogesterone, or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Ideaya Context fails to initiate or defend such action within [***] days after being first notified of such infringement, Pfizer 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 a ALK Inhibitor an antiestrogen and a PKC Inhibitoran antiprogesterone, the Parties shall work together to coordinate such action and shall, unless one Party elects not to pursue such legal action, shall share the costs and expenses of such litigation equally. For clarity, if the alleged infringer is selling or intending to sell only one of either a ALK Inhibitor an antiestrogen or a PKC Inhibitoran antiprogesterone, then the foregoing obligation to share the costs and expenses of such litigation shall not apply. 11.1.5 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 10.1.5 shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: (i) the amount of such recovery actually received by the Party controlling such action shall be first applied to the out-of-pocket costs of each 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 (iiiii) any remaining proceeds shall be divided evenly between Pfizer Menarini and IdeayaContext. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.1.5 may not be entered into without the consent of the Party not bringing the suit.

Joint Ownership and Prosecution. 11.1.1 10.1.1 Subject to Sections 10.2 and 10.3, all rights to all Inventions relating to or covering the combined use of the Pfizer Compound and the Ideaya Compound (each a “Jointly Owned Invention”) shall belong jointly to Pfizer and Ideaya. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries, (i) Ideaya hereby grants to Pfizer a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Ideaya’s right, title and interest in and to all [***] 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. Jointly Owned Inventions to use such Inventions for the Permitted Use and any other use expressly permitted by this Agreement, and (ii) Pfizer hereby grants to Ideaya a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Pfizer’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for the Permitted Use and any other use expressly permitted by this Agreement. For clarity, the terms of this Agreement do not provide Pfizer or Ideaya with any rights, title or interest or any license to the other Party’s background intellectual property except as necessary to conduct the Study and as expressly set forth in Section 10.4. 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. 11.1.2 10.1.2 Promptly following the Effective Date, patent representatives of each of the Parties shall meet (in person or by telephone) to discuss the patenting strategy for any Jointly Owned Inventions which may arise. In particular, the Parties shall discuss which Party will file 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 [***] 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. Joint 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. 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 any patent application for such Jointly Owned Invention or does not want to file in a particular country, the Non-filing Party shall execute such documents and perform such acts at the Filing Party’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) in a timely manner to allow the Filing Party to prosecute such patent application. Likewise, if a Party (the “Opting-out Party”) wishes to discontinue the prosecution and maintenance of a Joint Patent 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 such documents and perform such acts at the Continuing Party’s expense as may be reasonably necessary to effect an assignment of such Joint Patent Application to the Continuing Party (in such country or all countries, as applicable) in a timely manner to allow the Continuing Party to prosecute and maintain such patent application. Any Joint Patent Application or Jointly Owned Invention so assigned shall thereafter be owned solely by the Continuing Party or Filing Party (as applicable), and the Opting-out Party or Non-filing Party (as applicable) shall have no right to practice under such Joint Patent Application or any patent claiming such Jointly Owned Invention in the applicable country or countries and, for the avoidance of doubt, any such patent, when issued, shall not be a Joint Patent. The Filing Party or Continuing Party (as applicable) hereby grants to the Opting-out Party or Non-Filing Party (as applicable) a perpetual, irrevocable, non-exclusive, royalty-free fully paid-up license under such solely owned patent applications and patents to practice any Invention claimed therein solely for [***] 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. the purposes of developing and commercializing its respective Compound for use in the Combination, which license shall not be transferable or sublicensable to any Third Party except to (A) Affiliates of the Opting-out Party or Non-Filing Party (as applicable) and (B) Third Parties engaged in developing, manufacturing or marketing that Party’s Compound for or on behalf of that Party or its Affiliates. 11.1.3 10.1.3 Except as expressly provided in Section 3.7, 9.1, 10.1.2, 10.2 or 10.3 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. 11.1.4 10.1.4 Pfizer 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 ALK MEK Inhibitor or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Pfizer fails to initiate or defend such action within [***] days after being first notified of such infringement or misappropriation, Ideaya shall have the right to do so at its sole expense. Similarly, Ideaya shall have the first right to initiate legal action to enforce all Joint Patents against [***] 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. 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 PKC Inhibitor or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Ideaya fails to initiate or defend such action within [***] days after being first notified of such infringement, Pfizer 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 a ALK MEK Inhibitor and a PKC Inhibitor, the Parties shall work together to coordinate such action and shall, unless one Party elects not to pursue such legal action, share the costs and expenses of such litigation equally. For clarity, if the alleged infringer is selling or intending to sell only one of either a ALK MEK Inhibitor or a PKC Inhibitor, then the foregoing obligation to share the costs and expenses of such litigation shall not apply. 11.1.5 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 10.1.5 shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: (i) the amount of such recovery actually received by the Party controlling such action shall be first applied to the out-of-pocket costs of each Party in connection with such action; and then (ii) any remaining proceeds shall be divided evenly between Pfizer and Ideaya. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.1.5 may not be entered into without the consent of the Party not bringing the suit. [***] 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.

Joint Ownership and Prosecution. 11.1.1 10.1.1 Subject to Sections 10.2 and 10.3, all rights to all Inventions relating to claiming, or covering covering, the combined use of the Pfizer Advaxis Compound and the Ideaya Merck Compound (each a “Jointly Owned Invention”) shall belong jointly to Pfizer Advaxis and IdeayaMerck. Advaxis and Merck shall each be entitled to use the Jointly Owned Inventions in accordance with the terms and conditions of this Agreement, and without accounting or financial payment to the other Party and without the consent of the other Party. Notwithstanding the foregoing, Merck covenants and agrees that it will not use the Jointly Owned Invention to seek Regulatory Approval for, or to enable a Third Party to seek Regulatory Approval for, a Live-Attenuated Bacterial Vaccine other than ADXS31-142 or use either as a monotherapy or in combination with a PD-1 Antagonist and Advaxis covenants and agrees that it will not use the Jointly Owned Invention to seek Regulatory Approval for, or to enable a Third Party to seek Regulatory Approval for, a PD-1 Antagonist other than MK-3475 for use either as a monotherapy or in combination with a Live-Attenuated Bacterial Vaccine other than ADXS31-142. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries, (i) Ideaya Merck hereby grants to Pfizer Advaxis a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under IdeayaMerck’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for in accordance with the Permitted Use terms and any other use expressly permitted by conditions of this Agreement, Agreement and (ii) Pfizer Advaxis hereby grants to Ideaya Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under PfizerAdvaxis’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for in accordance with the Permitted Use terms and any other use expressly permitted by conditions of this Agreement. For clarity, except as provided in Section 10.4 below, the terms of this Agreement do not provide Pfizer Advaxis or Ideaya 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 set forth in Section 10.4. 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. 11.1.2 10.1.2 Promptly following the Effective Date, patent representatives of each of the Parties shall meet (in person or by telephone) to discuss the patenting strategy for any Jointly Owned Inventions which may arise. In particular, the Parties shall discuss which Party will file 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 [***] 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. Joint Patent Counseljoint 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. 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 any patent application for such Jointly Owned Invention or does not want to file in a particular country, the Non-filing Party shall execute such documents and perform such acts at the Filing Party’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) in a timely manner to allow the Filing Party to prosecute such patent application. Likewise, if a Party (the “Opting-out Party”) wishes to discontinue the prosecution and maintenance of a Joint Patent 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 such documents and perform such acts at the Continuing Party’s expense as may be reasonably necessary to effect an assignment of such Joint Patent Application to the Continuing Party (in such country or all countries, as applicable) in a timely manner to allow the Continuing Party to prosecute and maintain such patent application. Any Joint Patent Application or Jointly Owned Invention so assigned shall thereafter be owned solely by the Continuing Party or Filing Party (as applicable), and the Opting-out Party or Non-filing Party (as applicable) shall have no right to practice under such Joint Patent Application or any patent claiming such Jointly Owned Invention in the applicable country or countries and, for the avoidance of doubt, any such patent, when issued, shall not be a Joint Patent. The Filing Party or Continuing Party (as applicable) hereby grants to the Opting-out Party or Non-Filing Party (as applicable) a perpetual, irrevocable, non-exclusive, royalty-free fully paid-up license under such solely owned patent applications and patents to practice any Invention claimed therein solely for the purposes of developing and commercializing its respective Compound for use in the Combination, which license shall not be transferable or sublicensable to any Third Party except to (A) Affiliates of the Opting-out Party or Non-Filing Party (as applicable) and (B) Third Parties engaged in developing, manufacturing or marketing that Party’s Compound for or on behalf of that Party or its Affiliates. 11.1.3 10.1.3 Except as expressly provided in Section 3.7, 9.1, 10.1.2, 10.2 or 10.3 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. 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. 11.1.4 Pfizer 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 misappropriation, infringement or misappropriation by any Third Party where such infringement that is marketing, or misappropriation results from seeking to market, a compound in the development or sale of a ALK Inhibitor same class as the Advaxis Compound, or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Pfizer Advaxis fails to initiate or defend such action within [***] thirty (30) days after being first notified of such infringement or misappropriationinfringement, Ideaya Merck shall have the right to do so at its sole expense. Similarly, Ideaya Merck shall have the first right to initiate legal action to enforce all Joint Patents against [***] 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. infringement and to protect all Jointly Owned Inventions from misappropriation, or misappropriation by any Third Party where such infringement that is marketing, or misappropriation results from seeking to market, a compound in the development or sale of a PKC Inhibitor same class as the Merck Compound, or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that Ideaya Merck fails to initiate or defend such action within [***] thirty (30) days after being first notified of such infringement, Pfizer Advaxis 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 a ALK Inhibitor and a PKC Inhibitor, the Parties shall work together to coordinate such action and shall, unless one Party elects not to pursue such legal action, share the costs and expenses of such litigation equally. For clarity, if the alleged infringer is selling or intending to sell only one of either a ALK Inhibitor or a PKC Inhibitor, then the foregoing obligation to share the costs and expenses of such litigation shall not apply. 11.1.5 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 10.1.5 shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: (i) the amount of such recovery actually received by the Party controlling such action shall be first applied to the out-of-pocket costs of each Party in connection with such action; and then (ii) any remaining proceeds shall be divided evenly between Pfizer Advaxis and IdeayaMerck. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.1.5 may not be entered into without the consent of the Party not bringing the suit.

Joint Ownership and Prosecution. 11.1.1 10.1.1 Subject to Sections Section 10.2 and Section 10.3, all rights to all Inventions relating to or covering the combined use of the Pfizer Compound and the Ideaya Compound [***] (each a “"Jointly Owned Invention”") shall belong jointly to Pfizer Sponsor and IdeayaLilly. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice exploit such Jointly Owned Invention in such countries, (i) Ideaya hereby grants to Pfizer a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Ideaya’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for the Permitted Use and any other use expressly permitted by this Agreement, and (ii) Pfizer hereby grants to Ideaya a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Pfizer’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for the Permitted Use and any other use expressly permitted by this Agreement[***]. For clarity, the terms of this Agreement do not provide Pfizer Sponsor or Ideaya Lilly with any rights, title or interest or any license to the other Party’s 's background intellectual property except as necessary to conduct the Study and as expressly set forth in Section 10.4this Agreement. 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 's interest in each Jointly Owned Invention. 11.1.2 Promptly 10.1.2 As needed following the Effective Date, patent representatives of each of the Parties shall meet (in person or by telephone) to discuss the patenting strategy for any Jointly Owned Inventions which that may arise. In particular, the Parties shall discuss which Party will file 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 [***] 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. Joint 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. 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 any patent application for such Jointly Owned Invention or does not want to file in a particular country, the Non-filing Party shall execute such documents and perform such acts at the Filing Party’s expense as may be reasonably necessary to effect an assignment of such Jointly Owned Invention to CONFIDENTIAL Pieris Study PRS‐343‐PCS_09_20 and Lilly’ I4T-NS-I025 Page 20 [***] = Certain confidential information contained in this document, marked by brackets, has been omitted because the Filing Party information (in such country or all countries, as applicableI) in a timely manner to allow the Filing Party to prosecute such patent application. Likewise, if a Party (the “Opting-out Party”) wishes to discontinue the prosecution and maintenance of a Joint Patent 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 such documents and perform such acts at the Continuing Party’s expense as may be reasonably necessary to effect an assignment of such Joint Patent Application to the Continuing Party (in such country or all countries, as applicable) in a timely manner to allow the Continuing Party to prosecute and maintain such patent application. Any Joint Patent Application or Jointly Owned Invention so assigned shall thereafter be owned solely by the Continuing Party or Filing Party (as applicable), and the Opting-out Party or Non-filing Party (as applicable) shall have no right to practice under such Joint Patent Application or any patent claiming such Jointly Owned Invention in the applicable country or countries and, for the avoidance of doubt, any such patent, when issued, shall is not be a Joint Patent. The Filing Party or Continuing Party (as applicable) hereby grants to the Opting-out Party or Non-Filing Party (as applicable) a perpetual, irrevocable, non-exclusive, royalty-free fully paid-up license under such solely owned patent applications and patents to practice any Invention claimed therein solely for the purposes of developing and commercializing its respective Compound for use in the Combination, which license shall not be transferable or sublicensable to any Third Party except to (A) Affiliates of the Opting-out Party or Non-Filing Party (as applicable) material and (BII) Third Parties engaged in developing, manufacturing or marketing that Party’s Compound for or on behalf of that Party or its Affiliateswould be competitively harmful if publicly disclosed. 11.1.3 10.1.3 Except as expressly provided in Section 3.7, 9.1, 10.1.2, 10.2 or 10.3 10.1.1 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. 11.1.4 Pfizer 10.1.4 Sponsor 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 ALK Inhibitor [***], or to defend any declaratory judgment action relating thereto, at its sole expenseexpense (subject to Section 10.1.5). In the event that Pfizer Sponsor fails to initiate or defend such action within [***] days after being first notified of such infringement or misappropriation, Ideaya Lilly shall have the right to do so at its sole expenseexpense (subject to Section 10.1.5). Similarly, Ideaya Lilly shall have the first right to initiate legal action to enforce all Joint Patents against [***] 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. 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 PKC Inhibitor [***], or to defend any declaratory judgment action relating thereto, at its sole expenseexpense (subject to Section 10.1.5). In the event that Ideaya Lilly fails to initiate or defend such action within [***] days after being first notified of such infringement, Pfizer Sponsor shall have the right to do so at its sole expenseexpense (subject to Section 10.1.5). In the event that legal action to enforce Joint Patents will involve infringement or misappropriation resulting from the development or sale of a molecule or molecules that is/are or include(s) both a ALK Inhibitor and a PKC Inhibitor[***], the Parties shall work together to coordinate such action and shall, unless one Party elects not to pursue such legal action, shall share the costs and expenses of such litigation equally. For clarity, if the alleged infringer is selling or intending to sell only one of either a ALK Inhibitor Sponsor Class Compound or a PKC InhibitorLilly Class Compound, then the foregoing Parties obligation to share the costs and expenses of such litigation shall not apply. 11.1.5 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 10.1.5 shall be borne by such Party, and any Any damages or other monetary awards recovered shall be shared as follows: (i) the amount of such recovery actually received by the Party controlling such action shall be first applied Parties in proportion based on their relative contributions to the out-of-pocket total costs and expenses of each Party in connection with such action; and then (ii) any remaining proceeds shall be divided evenly between Pfizer and Ideayathe litigation. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.1.5 may not be entered into without the consent of the Party not bringing the suit, which shall not be unreasonable withheld, conditioned or delayed. Section 10.2.