Common use of Joint Patent Rights Clause in Contracts

Joint Patent Rights. If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenance.

Joint Patent Rights. If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody TAP Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody TAP Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Unconjugated Probody Platform Improvements, and that CytomX ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated TAP Platform Improvements or Joint Conjugation Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenance.

Joint Patent Rights. If not already established under Decisions regarding Enforcement Actions with respect to the Research Joint Patent Rights shall be made by the JPC, upon *Certain information on this page has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions. consultation with the Joint Steering Committee. Upon the identification of an infringement of Joint Patent Rights with respect to a Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform ImprovementsProduct, the JPC shall (i) promptly discuss such infringement, (ii) promptly discuss the strategy for enforcing such Joint Patent Rights, and (iii) designate the Controlling Party to be responsible for controlling an Enforcement Action with respect to such Joint Patent Rights, and determine a reasonable allocation between the Parties of the costs of such Enforcement Action. The Controlling Party shall establish a patent committee (be responsible, using outside counsel mutually acceptable to both Parties, to implement the “Patent Committee”) comprised decisions of at least one (1) representative the JPC regarding such Enforcement Action. The non-Controlling Party shall reasonably cooperate, as requested by the Controlling Party, in such Enforcement Action. The Controlling Party shall keep the Joint Steering Committee and the JPC informed of each Party for the purpose progress of facilitating any action or proceeding to enforce the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon The Controlling Party shall keep the JPC advised of all communications, actual and prospective filings or submissions regarding such Joint Patent Rights, and shall provide the JPC an opportunity to review and comment on any such communications, filing and submissions. The Controlling Party shall not settle or consent to an adverse judgment in any such Enforcement Action with respect to the Joint Patent Rights, unless approved by the Parties, meetings of the Patent Joint Steering Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through (which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent approval shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenance).

Joint Patent Rights. If not already established under Notwithstanding anything to the Research Collaboration contrary in this Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of ’ respective rights with regard to the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming and Joint Program Technology Inventions (including any such Joint Patent Rights and Joint Inventions that are part of the Licensor Patent Rights or the Licensee Technology) will be governed by the following: (i) In the event the Parties make any Joint Conjugation Probody Platform ImprovementsInvention, the Parties - through the Joint Steering Committee - shall promptly meet to discuss and that CytomX will control decide whether to seek patent protection. If the Parties decide to seek patent protection on a Joint Invention, Licensor has the first right to prepare, file, prosecute and maintain a patent application on a Joint Invention and/or any Joint Patent Right throughout the world on behalf of both Parties. The costs of such filing, prosecution and maintenance shall be equally shared between the Parties. Licensor shall give Licensee an opportunity to review and provide comments on the text of any application, including, without limitation, the specifications, claims, and territorial scope, with respect to such Joint Patent Rights claiming Invention before filing, shall consult with Licensee with respect thereto, if Licensee is not providing comments within fourteen (14) days after having received the draft of the application Licensor may file the application without having received comments from Licensee. Licensor shall supply Licensee with a copy of the application as filed, together with notice of its filing date and serial number. Licensor shall keep Licensee advised of the status of the actual and prospective patent filings. - 45 - of - 75 - (ii) If either Party elects not to file a patent application on a Joint Unconjugated Probody Platform Improvements. Neither Party will file Invention or to cease the prosecution and/or maintenance of any Joint Patent Right without Right, such Party shall provide the prior other Party with written consent notice promptly upon the decision not to file such application or continue the prosecution or maintenance of such Joint Patent Right, and in any event, not later than sixty (60) days before any relevant deadline relating to or any public disclosure of the relevant Joint Patent Right. In such event, the discontinuing Party shall permit the other Party, which consent shall not be unreasonably withheldat such other Party’s sole discretion, conditioned or delayed. The Party controlling filing and to file such patent application and/or continue prosecution and/or maintenance of any such Joint Patent Right (a) shall keep Rights at such other Party’s own expense. If the other Party informed regarding each elects to file and/or continue such prosecution or maintenance, the discontinuing Party shall assign to the Continuing Party its interest in such Joint Invention or Joint Patent Right, (b) as the case may be, and shall consider in good faith any recommendations made by execute such documents and perform such acts, at the other Continuing Party’s expense, as may be reasonably necessary to permit the Continuing Party in regard to the filingfile such patent application, prosecution or maintenance of any and/or to prosecute and/or maintain such Joint Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenanceRights.

Joint Patent Rights. If not already established under Technology made, conceived or reduced to practice by one or more employees or agents from each party in the course of performing the Research Collaboration Program shall be owned by each party with the other party as equal, undivided property, subject to the licenses granted under this Agreement, prior to either Party filing any Patent Right disclosing Joint Program . Rights in such Technology or Joint Probody Platform Improvements, as is patentable and nonpatentable are part of the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights and Joint Know-How Rights, respectively. As agreed upon by Each party shall promptly disclose to the Parties, meetings other party and the Joint Research Committee the conception or reduction to practice of the inventions for which Joint Patent Committee Rights may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as neededsought. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties Corixa shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed Joint Patent Rights; provided that ImmunoGen will CellPro shall, subject to the rights of third party licensors of Corixa Technology, control the filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control in the CellPro Technical Field. The party controlling the filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any (the "Filing Party") shall retain patent counsel reasonably acceptable to the other party to assist in the filing, prosecution and maintenance of Joint Patent Right without the prior written consent of Rights. The Filing Party shall cause to be provided to the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling party the text of any patent applications before filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by and incorporate the other Party in regard party's reasonable requests related thereto. In all other matters related to the filing, prosecution or prosecution, issuance and maintenance of any such Joint Patent Right and (c) Rights, the Filing Party shall not unreasonably refuse provide to incorporate any recommendations made by the other Party in regard party copies of any official action or submission and shall confer with the other party giving due consideration to such the other party's reasonable requests. The reasonable costs of filing, prosecution prosecuting and maintaining the Joint Patent Rights shall be shared equally by Corixa and CellPro or maintenancethe party assuming responsibility under Section 8.4. CellPro will have the exclusive right in the CellPro Field and the CellPro Technical Field to make, have made, use, sell, have sold or license any right under the Joint Patent Rights and Joint Know-How Rights, with no obligation to account to Corixa. Corixa will have the exclusive right outside the CellPro Field and the CellPro Technical Field to make, have made, use, sell, have sold or license any right under the Joint Patent Rights and Joint Know-How Rights, with no obligation to account to CellPro.

Joint Patent Rights. If not already established under the Research Collaboration Agreement, prior With respect to either Party filing any Joint Patent Right disclosing Joint Program Technology or Joint Probody Platform ImprovementsRights, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to consult with each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for regarding the filing, prosecution and maintenance of any Patents and Patent Applications, and responsibility for such patentsactivities shall be the obligation of the Controlling Party. It is presumed that ImmunoGen will control If the Controlling Party agrees to accept such responsibility, it shall undertake such filings, prosecutions and maintenance in the names of both Parties as co-owners. The Parties shall share all reasonable Out-Of-Pocket Costs (including legal fees and expenses) in accordance with the applicable Benefit Allocation with respect to such Joint Patent Rights in the Co-Commercialization Countries and the Co-Marketing Countries, and Novartis shall bear all Out-Of-Pocket Costs (including legal fees and expenses) with respect to such Joint Patent Rights in the Novartis Territory. The Controlling Party shall have the following obligations with respect to the filing, prosecution and maintenance of Patent Applications and Patents on any such Joint Patent Rights claiming Joint Program Technology Rights: (i) the Controlling Party shall permit the non-Controlling Party to review and comment at least two (2) weeks prior to the filing of any priority Patent Application by the Controlling Party; (ii) the Controlling Party shall notify the non-Controlling Party within thirty (30) days after the filing of a Patent Application by the Controlling Party, (iii) the Controlling Party shall notify the non-Controlling Party within eight (8) months from the filing of the priority Patent Application whether and in which countries it intends to file convention Patent Applications; (iv) the Controlling Party shall provide the non-Controlling Party promptly with copies of all communications received from or Joint Conjugation Probody Platform Improvementsfiled in patent offices with respect to such filings; and (v) the Controlling Party shall provide the non-Controlling Party, a reasonable time prior to taking or failing to take action that would affect the scope or validity of rights under any Patent Applications or Patents (including but not limited to substantially narrowing or canceling any claim without reserving the right to file a continuing or divisional Patent Application, abandoning any Patent or not filing or perfecting the filing of any Patent Application in any country), with notice of such proposed action or inaction so that the non-Controlling Party has a reasonable opportunity to review and make comments, and take such actions as may be appropriate in the circumstances. In the event that CytomX will control the Controlling Party materially breaches the foregoing obligations and such breach is not cured within thirty (30) days of a written notice from the non-Controlling Party to the Controlling Party describing such breach, or in the event that the Controlling Party fails to undertake the filing of a Patent Application within ninety (90) days of a written request by the non-Controlling Party to do so, the non-Controlling Party may assume the Controlling Party's responsibility for filing, prosecution and maintenance of any such Joint Patent Right, and will thereafter be deemed the Controlling Party for purposes hereof. Notwithstanding the foregoing, the Controlling Party may withdraw from or abandon any Patent or Patent Application relating to any Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the on thirty (30) days prior written consent of notice to the other Party, which consent shall not be unreasonably withheldproviding a free-of-charge option to assume the prosecution or maintenance thereof; the Out-Of-Pocket Costs (including legal fees and expenses) for which, conditioned or delayed. The Party controlling filing and prosecution of any with respect to such Joint Patent Right (aRights in the Novartis Territory, shall be shared equally. The Parties agree that any of the periods of time specified in this Section 10.2(b) shall keep be shortened as may be required to ensure that rights in the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such relevant Joint Patent Right and (c) shall are not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenancelost.

Joint Patent Rights. If not already established under the Research Collaboration Agreement, prior With respect to either Party filing any Patent Right disclosing potentially patentable Joint Program Technology or Joint Probody Platform ImprovementsInvention, the Parties shall establish confer and agree upon which Party, if any, shall prepare, file, Prosecute (including any interferences, reissue proceedings, and other administrational proceedings) and Maintain patent applications covering such Joint Invention (any such patent application and any patents issuing therefrom a patent committee (“Joint Patent Right”), at the “Patent Committee”) comprised responsible Party’s expense. It is the intention of at least one (1) representative of each Party for the purpose of facilitating the preparationParties that, filingunless otherwise agreed in writing, prosecutionATI would prepare, maintenance file, Prosecute and defense of Maintain any Joint Patent Rights. As agreed upon by The Party that Prosecutes a patent application in the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and that CytomX will control filing, prosecution and maintenance of comment on such Prosecution efforts regarding the applicable Joint Patent Rights claiming in the particular jurisdictions, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Unconjugated Probody Platform ImprovementsPatent Rights being Prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. Neither In particular, each Party agrees to provide the other Party with all information necessary to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Should ATI determine that it will file any no longer support the continued Prosecution or Maintenance of a particular Joint Patent Right without the in a country or jurisdiction, ATI shall provide Rigel with written notice of such determination at least thirty (30) Business Days prior written consent to any deadline for taking action to avoid abandonment of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) Right. Rigel shall keep have the other Party informed regarding each right, but not obligation, to file, Prosecute and Maintain such Joint Patent Right, (b) shall consider Rights in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenanceapplicable jurisdiction at Rigel’s expense.

Joint Patent Rights. If not already established under (a) Upon receiving notice of the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense creation of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties IP Working Group shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, determine which Party will control be responsible of obtaining and maintaining Joint Patent Rights. Such Party (the “Joint IP Prosecuting Party”) shall file, prosecute, and maintain all Joint Patent Rights throughout the world, in the names of both Karyopharm and Antengene. The Joint IP Prosecuting Party shall provide the other Party an opportunity to review and comment on material documents related to such filing, prosecution and maintenance in accordance with this Section 12.4.3, which comments the Joint IP Prosecuting Party shall consider in good faith. Each Party shall at its own cost, sign, or use Commercially Reasonable Efforts to have signed, all legal documents necessary to file and prosecute patent applications or to obtain or maintain patents in respect of such patents Joint Patent Rights. (b) In the event that the Joint IP Prosecuting Party elects not to file or continue to prosecute or maintain patent protection on any Joint Patent Rights anywhere in the world, the other Party shall have the right (but not the obligation) to file, prosecute and how maintain Joint Patent Rights in the names of both Karyopharm and Antengene. If such other Party exercises such right, the Joint IP Prosecuting Party shall use Commercially Reasonable Efforts to pay make available to such other Party and its authorized attorneys, agents or representatives, such of its employees as are reasonably necessary to assist such other Party in obtaining and maintaining the patent protection described under this Section 12.4.3(b). Each Party shall at its own cost, sign or use Commercially Reasonable Efforts to have signed all legal documents necessary to file and prosecute such patent applications or to obtain or maintain such patents. (c) The Parties shall [**] incurred for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control common activities for patent filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control each Party shall be responsible for other costs for patent filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any in its Territory (collectively, “Joint Patent Right without the prior written consent of Costs”). The Joint IP Prosecuting Party shall invoice the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) Costs which shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made be incurred by the other Party in regard to accordance with this Section 12.4.3(c) within [**] after the filing, prosecution or maintenance of any Calendar Quarter in which such Joint Patent Right Costs were incurred and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party shall pay such Joint Patent Costs within [**] after receipt of such invoice. (d) Notwithstanding Section 12.4.3(c), if a Party does not wish to bear Joint Patent Costs which shall be incurred by such Party with respect to a Joint Patent Right in regard any country(ies), such Party may, by providing [**] prior written notice to the other Party, terminate its obligation to pay such Joint Patent Costs. Such Party shall promptly assign all of its right, title and interest in and to such filing, prosecution or maintenanceJoint Patent Right in such country(ies) to the other Party upon such other Party’s written request.

Joint Patent Rights. If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody TAP Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program [***] Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Technology or Joint Probody TAP Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Unconjugated Probody Platform Improvements, and that CytomX ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated TAP Platform Improvements or Joint Conjugation Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenance.

Joint Patent Rights. If not already established under the Research Collaboration Agreement(a) Subject to subsection (b), prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform ImprovementsBiotest, the Parties acting through an agent of its choice, shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party have primary responsibility for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming that contain one or more claims that solely cover any Licensed Product or its manufacture or a method of its delivery or its use. Biotest agrees to consult with ImmunoGen regarding the filing and contents of any application, amendment, submission or response filed in connection with such Joint Program Technology or Joint Conjugation Probody Platform ImprovementsPatent Rights, and agrees that CytomX will control the advice and suggestions of ImmunoGen and its patent counsel shall be taken into reasonable consideration. (b) ImmunoGen, acting through an agent of its choice, shall have primary responsibility for the filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvementsthat contain one or more claims that cover MAY Compounds in general and/or that cover both a Licensed Product and one or more other products Controlled by ImmunoGen. Neither Party will file ImmunoGen agrees to consult with Biotest regarding the filing and contents of any application, amendment, submission or response filed in connection with such Joint Patent Right without Rights, and agrees that the prior written consent advice and suggestions of Biotest and its patent counsel shall be taken into reasonable consideration. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. (c) Unless the Parties otherwise agree, the Parties, acting through patent counsel or agents of its choice, shall be jointly responsible for the preparation, filing, prosecution and maintenance of all Joint Patent Rights not covered by 10.1.3 (a) or (b) above. Each filing Party shall provide the other Party and its patent counsel with an opportunity to consult with the filing Party and its patent counsel regarding the filing and contents of any application, amendment, submission or response filed in connection with the Joint Patent Rights. The filing Party hereby agrees that the advice and suggestions of the other Party, which consent Party and its patent counsel shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made taken into reasonable consideration by the other filing Party and its patent counsel in connection with each filing. Each Party shall, upon request from the filing Party and at the filing Party’s sole cost, reasonably cooperate with the filing Party in regard to the filing, prosecution or maintenance of any connection with such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenancepatent filing activities.

Joint Patent Rights. If not already established under The Parties shall discuss in good faith, and thereupon implement, a mutually agreeable patent strategy with respect to all Joint Technology that may be patentable, and shall cause their respective patent counsel to communicate no less frequently than [*] per [*] regarding the Research Collaboration Agreement, prior prosecution and maintenance of the Joint Patent Rights in the Territory and outside the Territory. With respect to either Party filing any Patent Right disclosing all Joint Program Technology or Joint Probody Platform Improvementsfor which the Parties agree patent prosecution should be sought, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating cooperate in the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such patent applications (including provoking, instituting or defending interference, opposition, revocation, reexamination and similar proceedings related to the Joint Patent Right (a) Rights), and shall keep discuss and agree on the content and form of relevant patent applications and any other relevant matters before such applications are made. Each Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by comments from the other Party regarding steps to be taken to strengthen any Joint Patent Right. Salix shall serve as the lead Party to prosecute and maintain all applications covering Joint Patent Rights in regard the * Confidential treatment requested; certain information omitted and filed separately with the SEC. Territory (including provoking, instituting or defending interference, opposition, revocation, reexamination and similar proceedings related to the filingJoint Patent Rights), at Salix’s expense, unless otherwise agreed by the Parties. In the event that the Parties, after good faith discussions, cannot agree with respect to any decision to be made regarding the prosecution or and maintenance of any the Joint Patent Rights in the Territory (including decisions relating to interference, opposition, revocation, reexamination and similar proceedings related to the Joint Patent Rights), then Salix shall make such Patent Right and (c) decision. In all cases, each Party shall not unreasonably refuse provide reasonable assistance to incorporate any recommendations made by the other Party Party, at Salix’s expense, with respect to Joint Patent Rights in regard to such filing, prosecution or maintenancethe Territory.

Joint Patent Rights. If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate make any Joint Program Technology or Joint Probody Platform ImprovementsKnow-How, the Parties shall promptly meet to discuss and determine, based on mutual consent, determine whether to seek Joint Patent Rights thereon. If either Party decides to seek any Joint Patent Rights, then Sangamo shall have the first right, but not the obligation, to prepare, file, prosecute and maintain throughout the world, at its expense, any Joint Patent Right (other than a Shire [***] Patent Right, the prosecution of which is governed by Section 11.2(a)) that claims the composition, manufacture or use of a ZF Compound or of a product or method containing, employing or made using a ZF Compound, using patent protection thereoncounsel or patent agent selected by Sangamo and reasonably acceptable to Shire. Shire shall have the first right, which but not the obligation, to prepare, file, prosecute and maintain throughout the world, at its expense, any other Joint Patent Right [***]; using patent counsel or patent agent selected by Shire and reasonably acceptable to Sangamo. The prosecuting Party will control filing, prosecution and maintenance of such patents and how shall keep the non-prosecuting Party informed as to pay for material developments with respect to the filing, prosecution and maintenance of the Joint Patent Rights, including by providing copies of all material communications (including office actions and notices of interferences, reissues, re-examinations or oppositions) from any patent office regarding such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology and shall provide the non-prosecuting Party drafts of submissions relating thereto, including drafts of any material filings or Joint Conjugation Probody Platform Improvementsresponses to be made to such patent offices, within a reasonable amount of time in advance of submitting such filings or responses to permit the non-prosecuting Party an opportunity to review and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayedcomment thereon. The prosecuting Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations faith, take into account and implement where possible the reasonable comments made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenancenon-prosecuting Party.

Joint Patent Rights. If not already established under The Parties shall discuss in good faith, and thereupon, implement, in accordance with Sections 3.3 (Joint Development Committee (JDC) and 3.2 (Joint Steering Committee (JSC)), a mutually agreeable patent strategy with respect to all Joint Technology that may be patentable, and shall cause their respective patent counsel to communicate regularly regarding the Research Collaboration Agreement, prior prosecution and maintenance of the Joint Patent Rights in the Territory and outside the Territory. With respect to either Party filing any Patent Right disclosing all Joint Program Technology or Joint Probody Platform Improvementsfor which the Parties agree patent prosecution should be sought, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating cooperate in the preparation, filingfiling and prosecution of patent applications (including provoking, prosecutioninstituting or defending interference, maintenance opposition, revocation, reexamination and defense of similar proceedings related to the Joint Patent Rights), and shall discuss and agree on the content and form of relevant patent applications and any other relevant matters before such applications are made. As Each Party shall consider in good faith any comments from the other Party regarding steps to be taken to strengthen any Joint Patent Right. With respect to Joint Patent Rights, Ono shall serve as the lead Party in the Territory and Progenics shall serve as the lead Party outside the Territory to prosecute and maintain all applications covering Joint Patent Rights (including provoking, instituting or defending interference, opposition, revocation, reexamination and similar proceedings related to the Joint Patent Rights) the costs of which shall be borne by Ono in the Territory and by Progenics outside the Territory, unless otherwise agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event that the Parties conceive Parties, after good faith discussions, cannot agree with respect to any decision to be made regarding the prosecution and maintenance of the Joint Patent Rights (including decisions relating to interference, opposition, revocation, reexamination and similar proceedings related to the Joint Patent Rights), Ono shall make such decision in the Territory and Progenics shall make such decision outside the Territory. In all cases, each Party shall provide reasonable assistance to the other Party, at Ono’s expense with respect to Joint Patent Rights in the Territory and at Progenics’ expense with respect to Joint Patent Rights outside the Territory, with respect to any activities determined by a Party to be necessary or generate desirable to obtain patent protection for such Joint Technology. In the event Ono elects not to prepare, file, prosecute or maintain any Joint Program Technology or Joint Probody Platform ImprovementsPatent Rights in the Territory, the Parties it shall promptly meet give Progenics notice to discuss and determinethis effect, based on mutual consent, whether sufficiently in advance to seek patent protection thereon, which Party will control permit Progenics to undertake such filing, prosecution and maintenance without a loss of rights, and, thereafter, Progenics may, upon written notice to Ono, file and prosecute patent applications and maintain patents included in such patents Patent Rights in Progenics’ name, all at Progenics’ expense, provided that Progenics shall provide to Ono, for Ono’s review and how approval, copies of all communications sent to pay for and received from the Japanese patent office pertaining to the Joint Patent Rights, including, but not limited to, draft patent applications, filing receipts, office actions, responses and/or amendments, and notices of allowance. In the event that Progenics assumes the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of any Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvementsas provided for herein, Ono shall, and that CytomX will control filinghereby does, prosecution assign to Progenics all of Ono’s right, title and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing interest in and prosecution of to any such Joint Patent Right (a) shall keep Rights. Further, in the other Party informed regarding each event that Progenics wishes to exploit any Joint Patent RightRights outside the Territory, (b) shall consider but Ono does not wish to do so, then Ono shall, and hereby does, assign to Progenics all of Ono’s right, title and interest in good faith any recommendations made by the other Party in regard and to the filing, prosecution or maintenance of any such Joint Patent Right and (c) shall not unreasonably refuse to incorporate Rights. Ono hereby acknowledges that as of the Effective Date it has no intention of exploiting any recommendations made by Joint Patent Rights outside of the other Party in regard to such filing, prosecution or maintenance.Territory. [*] CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

Joint Patent Rights. If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate make any Joint Program Technology or Joint Probody Platform ImprovementsKnow-How, the Parties shall promptly meet to discuss and determine, based on mutual consent, determine whether to seek Joint Patent Rights thereon. If either Party decides to seek any Joint Patent Rights, then Sangamo shall have the first right, but not the obligation, to prepare, file, prosecute and maintain throughout the world, at its expense, any Joint Patent Right (other than a [***], the prosecution of which is governed by Subsection 10.2(a)) that claims the composition, manufacture or use of a ZF Compound or of a product or method containing, employing or made using a ZF Compound, using patent protection thereoncounsel or patent agent selected by Sangamo and reasonably acceptable to Shire. Shire shall have the first right, but not the obligation, to prepare, file, prosecute and maintain throughout the world, at its expense, any other Joint Patent Right (other than a [***], the prosecution of which is governed by Subsection 10.2(a)), using patent counsel or patent agent selected by Shire and reasonably acceptable to Sangamo. The prosecuting Party will control filing, prosecution and maintenance of such patents and how shall keep the non-prosecuting party informed as to pay for material developments with respect to the filing, prosecution and maintenance of the Joint Patent Rights, including by providing copies of all material communications (including office actions and notices of interferences, reissues, re-examinations or oppositions) from any patent office regarding such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology and shall provide the non-prosecuting party drafts of submissions relating thereto, including drafts of any material filings or Joint Conjugation Probody Platform Improvementsresponses to be made to such patent offices, within a reasonable amount of time in advance of submitting such filings or responses to permit the non-prosecuting party an opportunity to review and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayedcomment thereon. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) prosecuting party shall consider in good faith any recommendations faith, take into account and implement where possible the reasonable comments made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenancenon-prosecuting party.

Joint Patent Rights. If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate make any Joint Program Technology or Joint Probody Platform ImprovementsInvention, the Parties shall promptly meet to discuss and [***] Confidential Treatment Requested Confidential portion omitted and filed separately with the Commission determine, based on mutual consentthe advice of patent counsel selected jointly by the Parties, whether to seek patent protection thereon. If the Parties jointly decide to seek patent protection on a Joint Invention, which the Parties shall jointly appoint one of the Parties (the “Prosecuting Party”) to have the obligation (subject to the opt out provisions of this Section 6.2.1(b)), to prepare, file, prosecute and maintain any Joint Patent Right throughout the world to the extent determined jointly by the Parties, using patent counsel selected by jointly the Parties. The Prosecuting Party will control shall give the other Party a reasonable opportunity to review the text of any application with respect to such Joint Patent Right before filing, prosecution and maintenance shall consult with such other Party with respect thereto, shall not unreasonably refuse to address any timely comments of such patents other Party with respect to such application and how shall supply such other Party with a copy of the application as filed, together with notice of its filing date and serial number. The Prosecuting Party shall keep the other Party advised of the status of the actual and prospective patent filings (including, without limitation, the grant of any Joint Patent Rights), and shall provide such other Party with advance copies of any material official correspondence related to pay for the filing, prosecution and maintenance of such patentspatent filings. It is presumed that ImmunoGen will control Subject to the opt-out provisions below, the Party other than the Prosecuting Party shall reimburse the Prosecuting Party for [***] of the out-of-pocket costs incurred by the Prosecuting Party in preparing, filing, prosecution prosecuting and maintenance of maintaining such Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform ImprovementsRights, and that CytomX which reimbursement will control be made pursuant to invoices submitted by the Prosecuting Party to the other Party no more often than once per Calendar Quarter. If either Party (the “Declining Party”) at any time declines to share in the costs of filing, prosecution prosecuting and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of maintaining any such Joint Patent Right (a) Right, on a country-by-country basis, the Declining Party shall keep provide the other Party informed regarding each (the “Continuing Party”) with thirty (30) days prior written notice to such effect, in which event the Declining Party shall (i) have no responsibility for any expenses incurred in connection with such Joint Patent RightRight in the applicable country after the end of such thirty (30) day period and (ii) if the Continuing Party elects to continue prosecution or maintenance, the Declining Party, upon the Continuing Party’s request, shall execute such documents and perform such acts, at the Continuing Party’s expense, as may be reasonably necessary (bx) shall consider in good faith any recommendations made by the other Party in regard to assign to the filingContinuing Party all of the Declining Party’s right, prosecution or maintenance of any title and interest in and to such Joint Patent Right and (cy) to permit the Continuing Party to file, prosecute and/or maintain such Joint Patent Right. Any such Joint Patent Right shall not unreasonably refuse cease to incorporate any recommendations made by be a [***] Confidential Treatment Requested Confidential portion omitted and filed separately with the other Party in regard to such filing, prosecution or maintenanceCommission Joint Patent Right and shall become a Patent Right of the Continuing Party.

Joint Patent Rights. If not already established under the Research Collaboration Agreement(a) Subject to subsection (b), prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform ImprovementsBiotest, the Parties acting through an agent of its choice, shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party have primary responsibility for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming that contain one or more claims that solely cover any Licensed Product or its manufacture or a method of its delivery or its use. Biotest agrees to consult with ImmunoGen regarding the filing and contents of any application, amendment, submission or response filed in connection with such Joint Program Technology or Joint Conjugation Probody Platform ImprovementsPatent Rights, and agrees that CytomX will control the advice and suggestions of ImmunoGen and its patent counsel shall be taken into reasonable consideration. (b) ImmunoGen, acting through an agent of its choice, shall have primary responsibility for the filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvementsthat contain one or more claims that cover MAY Compounds in general and/or that cover both a Licensed Product and one or more other products Controlled by ImmunoGen. Neither Party will file ImmunoGen agrees to consult with Biotest regarding the filing and contents of any application, amendment, submission or response filed in connection with such Joint Patent Right without Rights, and agrees that the prior written consent advice and suggestions of Biotest and its patent counsel shall be taken into reasonable consideration. (c) Unless the Parties otherwise agree, the Parties, acting through patent counsel or agents of its choice, shall be jointly responsible for the preparation, filing, prosecution and maintenance of all Joint Patent Rights not covered by 10.1.3 (a) or (b) above. Each filing Party shall provide the other Party and its patent counsel with an opportunity to consult with the filing Party and its patent counsel regarding the filing and contents of any application, amendment, submission or response filed in connection with the Joint Patent Rights. The filing Party hereby agrees that the advice and suggestions of the other Party, which consent Party and its patent counsel shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made taken into reasonable consideration by the other filing Party and its patent counsel in connection with each filing. Each Party shall, upon request from the filing Party and at the filing Party’s sole cost, reasonably cooperate with the filing Party in regard to the filing, prosecution or maintenance of any connection with such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenancepatent filing activities.

Joint Patent Rights. If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate make any Joint Program Technology or Joint Probody Platform ImprovementsKnow-How, the Parties shall will promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without mutual consent. Unless otherwise agreed between the prior written consent Parties, if the Parties decide to seek patent protection for any Joint Know-How: (a) BioNTech will have the first right, but not the obligation, to prepare, file, prosecute and maintain any Joint Patent Right predominantly relating to the RNA Technology or RNA Process Technology throughout the world, and (b) Pfizer will have the first right, but not the obligation, to prepare, file, prosecute and maintain any other Joint Patent Right throughout the world, in each case of (a) and (b) with the respective provisions of Section 10.3.1.1 to apply mutatis mutandis except as provided in this Section 10.3.2. The non-filing Party will reimburse the filing Party for 50% of the other Partycosts reasonably incurred by the filing Party in preparing, which consent shall not be unreasonably withheldfiling, conditioned or delayed. The Party controlling filing prosecuting and prosecution of any maintaining such Joint Patent Rights, which reimbursement will be made pursuant to, and within 75 days of, invoices (including supporting documentation) submitted by the filing Party to the non-filing Party no more often than once per Pfizer Quarter. The non-prosecuting Party will cooperate with the prosecuting Party in taking reasonable measures to control costs and non-prosecuting Party shall be responsible for 100% of (x) any fees or costs related to any correspondence of outside counsel with or instructions to outside counsel by such Party (or any of such Party’s Representatives) which is independent of joint prosecution efforts, or (y) any patent office fees, and associated counsel/agent fees and costs, for extensions which are not incurred at the request of, and not due to the actions of, the prosecuting Party. If, once the Parties have agreed to prepare and file an application of Joint Patent Rights, either Party (the “Declining Party”) at any time thereafter declines to participate in the preparation, filing, prosecution or maintenance of any Joint Patent Right (a) shall keep or share in the costs of filing, prosecuting and maintaining any Joint Patent Right, on a country-by-country basis, the Declining Party will provide the other Party informed regarding each Patent Right(the “Continuing Party”) with 30 days prior written notice to such effect, in which event, the Declining Party will (bA) shall consider in good faith any recommendations made by the other Party in regard have no responsibility with respect to the filing, prosecution or maintenance of any such the applicable Joint Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by after the other Party in regard to end of such filing, prosecution or maintenance.30 day period,

Joint Patent Rights. If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate make any Joint Program Technology or Joint Probody Platform ImprovementsKnow-How, the Parties shall will promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without mutual consent. Unless otherwise agreed between the prior written consent Parties, if the Parties decide to seek patent protection for any Joint Know-How: (a) BioNTech will have the first right, but not the obligation, to prepare, file, Prosecute and Maintain any Joint Patent Right predominantly relating to the RNA Technology or RNA Process Technology throughout the world, and (b) Pfizer will have the first right, but not the obligation, to prepare, file, Prosecute and Maintain any other Joint Patent Right throughout the world, in each case of (a) and (b) with the respective provisions of Section 11.3.1.1 to apply mutatis mutandis except as provided in this Section 11.3.2. The non-filing Party will reimburse the filing Party for 50% of the other Partycosts reasonably incurred by the filing Party in preparing, which consent shall not be unreasonably withheldfiling, conditioned or delayed. The Party controlling filing prosecuting and prosecution of any maintaining such Joint Patent Rights, which reimbursement will be made pursuant to, and within 75 days of, invoices (including supporting documentation) submitted by the filing Party to the non-filing Party no more often than once per Pfizer Quarter. The non-prosecuting Party will cooperate with the prosecuting Party in taking reasonable measures to control costs and non-prosecuting Party shall be responsible for 100% of (x) any fees or costs related to any correspondence of outside counsel with or instructions to outside counsel by such Party (or any of such Party’s Representatives) which is independent of joint prosecution efforts, or (y) any patent office fees, and associated counsel/agent fees and costs, for extensions which are not incurred at the request of, and not due to the actions of, the prosecuting Party. If, once the Parties have agreed to prepare and file an application of Joint Patent Rights, either Party (the “Declining Party”) at any time thereafter declines to participate in the preparation, filing, prosecution or maintenance of any Joint Patent Right (a) shall keep or share in the costs of filing, prosecuting and maintaining any Joint Patent Right, on a country-by-country basis, the Declining Party will provide the other Party informed regarding each Patent Right(the “Continuing Party”) with 30 days prior written notice to such effect, in which event, the Declining Party will (bA) shall consider in good faith any recommendations made by the other Party in regard have no responsibility with respect to the filing, prosecution or maintenance of any such the applicable Joint Patent Right after the end of such 30 day period, (B) have no responsibility for any expenses incurred in connection with such Joint Patent Right after the end of such 30 day period and (cC) shall not unreasonably refuse if the Continuing Party elects to incorporate any recommendations made by the other Party in regard to such continue filing, prosecution or maintenance, the Declining Party, upon the Continuing Party’s request, will execute such documents and perform such acts, at the Continuing Party’s expense, as may be reasonably necessary (1) to assign to the Continuing Party all of the Declining Party’s right, title and interest in and to such Joint Patent Right and (2) to permit the Continuing Party to file, Prosecute and Maintain such Joint Patent Right at its sole expense. Where such Joint Patent Right is assigned to Pfizer as the Continuing Party, BioNTech will retain a non-exclusive, sublicensable, perpetual, irrevocable, royalty-free, fully paid-up worldwide right and license to practice and exploit such Patent Right for any and all purposes excluding, during the Term, in the Field; and where such Joint Patent Right is assigned to BioNTech as the Continuing Party, it will be excluded from the definition of BioNTech Patent Rights, and Pfizer will retain a non-exclusive, sublicensable, perpetual, irrevocable, royalty-free, fully paid-up worldwide right and license to practice and exploit such Joint Patent Right for any and all purposes.

Joint Patent Rights. If not already established under (i) From and after the Research Collaboration AgreementLicense Option Effective Date, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file if any Joint Patent Right without is infringed by a Third Party’s Exploitation of a Competitive Product in any country in the Territory, then, as between the Parties, AbbVie shall have the first right, but not the obligation, to institute, prosecute, and control any such infringement with respect to the Joint Patent Rights, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at AbbVie’s sole cost and expense, using counsel of its own choice. Voyager shall have the right to join as a party to such claim, suit or proceeding in the Territory and participate with its own counsel at its sole cost and expense; provided that AbbVie shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If AbbVie or its designee does not bring an infringement action pursuant to this Section 12.3.2(d) with respect to an infringement by a Third Party’s Exploitation of a Competitive Product within [**] after receipt of notice of the existence of an infringement (or in cases where there is a relevant statutory period during which an infringement action must be commenced or in which any material rights may be lost that would expire on or prior to the [**] after the expiration of such [**]-day period and of which Voyager has notified AbbVie promptly after it becomes aware, [**] prior to the expiration of such relevant statutory period) then (i) AbbVie shall so notify Voyager and (ii) upon written notice to AbbVie (and with AbbVie’s prior written consent, such consent of the other Party, which consent shall not to be unreasonably withheld, conditioned or delayed. The Party controlling filing ), Voyager may thereafter institute, prosecute, and prosecution control such infringement action at its sole cost and expense. (ii) If (A) from and after the License Option Effective Date, any Joint Patent Right is infringed by a Third Party’s Exploitation of a product other than a Competitive Product or (B) prior to the License Option Effective Date, any Joint Patent Right is infringed by a Third Party’s Exploitation of any product, in either case ((A) or (B)) in any country in the Territory, then the Parties shall meet to discuss in good faith the allocation of enforcement rights and recoveries with respect to such Joint Patent Right (a) shall keep promptly after either Party provides notice to the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard with respect to such filing, prosecution or maintenanceinfringement in accordance with Section 12.3.1.

Joint Patent Rights. If not already established under the Research Collaboration Agreement, prior to either Before such time as a Party filing any assumes responsibility for a Joint Patent Right disclosing as the Lead Developer of an Agreement Compound falling within the claims of such Joint Program Technology or Joint Probody Platform ImprovementsPatent Right, **. While so responsible, ** will provide ** with copies of all substantive correspondence (including correspondence with relevant patent offices/authorities, foreign associates, and other outside counsel) relating to the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by , and consult with ** concerning such filings and will consider in good faith ** comments on the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents Joint Patent Rights. If ** becomes the Lead Developer of an Agreement Compound falling within the claims of such Joint Patent Right and how to pay ** is not a Lead Developer of a different Agreement Compound falling within the claims of the same Joint Patent Right, ** will assume responsibility for prosecuting and maintaining such Joint Patent Rights in the Primary Prosecution Countries, and as PCT applications, at its expense; provided, however, that if ** subsequently becomes the Lead Developer of a different Agreement Compound falling within the claims of such Joint Patent, ** will assume responsibility for prosecuting and maintaining such Joint Patent Rights in the Primary Prosecution Countries, and as PCT applications, **. In any event, the Party responsible for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming will consult with the other Party with respect to the prosecution and maintenance of such Joint Program Technology or Joint Conjugation Probody Platform Improvements, Patent and that CytomX will control filing, give reasonable consideration to the opinions of the other Party with respect to such prosecution and maintenance. If the Party responsible for the prosecution and maintenance of Joint Patent Rights claiming under this Section 6.2.1(c) elects not to file a patent application included in the Joint Unconjugated Probody Platform Improvements. Neither Party will file Patent Rights as required by this Section 6.2.1(c), or elects to cease the prosecution and/or maintenance of any Joint Patent Right without in any country or as a PCT application, the prior written consent of responsible Party will provide the other PartyParty with written notice immediately, which consent shall but not be unreasonably withheldless than fifteen (15) days before any action is required, conditioned upon the decision to not file or delayedcontinue the prosecution or maintenance of such Patent Right. The If ** is the responsible Party controlling filing and the Joint Patent Right that ** has chosen to abandon covers a **, then ** will permit **, in ** sole discretion, to file or continue prosecution or maintenance of any such Joint Patent Right (a) shall keep in such country at ** expense. Likewise, if ** is the other responsible Party informed regarding each and the Joint Patent RightRight that ** has chosen to abandon covers a ** Product, (b) shall consider then ** will permit **, in good faith any recommendations made by the other Party in regard ** sole discretion, to the filing, file or continue prosecution or maintenance of any such Joint Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by in such country at ** expense. Upon request from the other Party with respect to any Joint Patent Right proposed to be abandoned by the responsible Party, the responsible Party will execute such documents and perform such acts, at the other Party’s expense, as may be reasonably necessary to permit the other Party to file, prosecute or maintain such Joint Patent Right in regard to such filing, prosecution or maintenancecountry.

Joint Patent Rights. If not already established under It is the Research Collaboration Agreementintent of the parties that each party ------------------- shall have an [ * ] in all Joint Patent Rights and all inventions for which Joint Patent Rights may be sought, prior subject to either Party filing any the licenses granted herein. Each party shall promptly disclose to the other party the conception or reduction to practice of inventions for which Joint Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, Rights may be sought. ICOS shall be the Parties shall establish a patent committee (party designated to have control of the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, issuance and maintenance of the Link Patent Rights and defense any other patent applications or patents covering the composition, use or method of making Research Compounds for Extracellular Products (collectively, "Extracellular Patent Rights"). Unless the parties determine otherwise, Abbott shall be the party designated to have control of the filing, prosecution, issuance and maintenance of all other Joint Patent Rights. As agreed upon by , except the Parties, meetings of the Extracellular Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as neededRights. The Patent Committee will be designated party may retain patent counsel reasonably acceptable to the forum through which the Parties coordinate their respective obligations other party to each other described assist in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filingprosecution, prosecution issuance and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control shall cause to be provided to the other party the text of any patent applications before filing and consider in good faith and incorporate the reasonable requests of the other party. In all other matters related to the filing, prosecution prosecution, issuance and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file Rights, the designated party shall provide to the other party copies of any Joint Patent Right without official action or submission and shall confer with the prior written consent other party giving due consideration to the reasonable requests of the other Party, which consent shall not be unreasonably withheld, conditioned or delayedparty. The Party controlling filing costs of filing, prosecuting, issuing and prosecution of any such maintaining the Joint Patent Right (a) Rights shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made be borne by the other Party in regard designated party or the party assuming responsibility under Section 8.4. [ * ] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenanceCommission.

Joint Patent Rights. If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive discover or generate any Joint Program Technology or Joint Probody Platform ImprovementsCollaboration IP, the Parties shall promptly meet to discuss and determine, based on mutual consentthe advice of patent counsel selected by each Party, whether to seek patent protection thereonthereon and, if so, which Party will control shall take the lead with respect thereto (the “Prosecuting Party”). If the Parties jointly decide to seek patent protection on any Joint Collaboration IP, the Prosecuting Party shall (subject to the opt out provisions of this Section 8.3(a)(iii)) prepare, file, prosecute and maintain any such Joint Patent Right throughout the world to the extent determined jointly by the Parties, using patent counsel jointly selected by the Parties. The Prosecuting Party shall give the other Party a reasonable opportunity to review the text of any application with respect to such Joint Patent Right before filing, prosecution shall consult with the other Party with respect thereto, shall not unreasonably refuse to address any timely comments of the other Party with respect to such application and maintenance shall supply the other Party with a copy of such patents the application as filed, together with notice of its filing date and how serial number. The Prosecuting Party shall keep the other Party advised of the status of the actual and prospective patent filings (including the grant of any Joint Patent Rights), and shall provide the other Party with advance copies of any material official correspondence related to pay for the filing, prosecution and maintenance of such patentspatent filings. It is presumed that ImmunoGen will control Subject to the opt-out provisions below, the other Party shall reimburse the Prosecuting Party for fifty percent (50%) of the reasonable, documented, out-of-pocket costs incurred by the Prosecuting Party in preparing, filing, prosecution prosecuting and maintenance of maintaining such Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform ImprovementsRights, and that CytomX will control which reimbursement shall be made pursuant to invoices submitted by the Prosecuting Party to the other Party no more often than once per Calendar Quarter. If either Party (the “Declining Party”) at any time declines to share in the costs of filing, prosecution prosecuting and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of maintaining any such Joint Patent Right (a) Right, on a country-by-country basis, the Declining Party shall keep provide the other Party informed regarding each (the “Continuing Party”) with [***]days prior written notice to such effect, in which event the Declining Party shall (A) have no responsibility for any expenses incurred in connection with such Joint Patent RightRight in the applicable country after the end of such [***] day period and (B) if the Continuing Party elects to continue prosecution or maintenance, the Declining Party, upon the Continuing Party’s request, shall execute such documents and perform such acts, at the Continuing Party’s expense, as may be reasonably necessary (bx) shall consider in good faith any recommendations made by the other Party in regard to assign to the filingContinuing Party all of the Declining Party’s right, prosecution or maintenance of any title and interest in and to such Joint Patent Right and (cy) to permit the Continuing Party to file, prosecute and maintain such Joint Patent Right. Any such Joint Patent Right shall not unreasonably refuse cease to incorporate any recommendations made by be a Joint Patent Right and shall become a Patent Right of the other Party in regard to such filing, prosecution or maintenanceContinuing Party.

Joint Patent Rights. If not already established under As between the Research Collaboration AgreementParties, prior MyoKardia shall have the right to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating control the preparation, filing, prosecution, maintenance and defense of any Joint Patent RightsRight relating to a Target at its sole expense and discretion. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform ImprovementsOtherwise, the Parties shall promptly meet mutually agree as to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will shall have the right to control the preparation, filing, prosecution, maintenance and defense of any other Joint Patent Right, and the Parties shall share the costs of such activities (“Jointly Controlled Patent Rights”). If MyoKardia no longer wishes to file or maintain any Joint Patent Right, then MyoKardia shall so notify Fulcrum and such Joint Patent Right shall become a Jointly Controlled Patent Right. Immediately upon such notice to Fulcrum, or within [**] before an official action is due or deemed required to the applicable Governmental Authority with respect to such Jointly Controlled Patent Right, Fulcrum will have the second right, but not the obligation, to assume the preparation, filing, prosecution, maintenance and defense of such Jointly Controlled Patent Right upon written notice to MyoKardia and, upon such written notice to MyoKardia, MyoKardia’s exclusive license to Fulcrum’s rights under such Jointly Controlled Patent Right under Section 5.1 (License Grant to MyoKardia) shall terminate. If either Party decides not to share in the cost of filing or maintaining any Joint Patent Right (an “Abandoned Patent Right”) and the other Party decides to continue prosecution or maintenance of the Joint Patent Right, then the continuing Party shall have sole discretion (and expense) regarding the prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Abandoned Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenance.

Joint Patent Rights. If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate make any Joint Program Technology or Joint Probody Platform ImprovementsKnow-How, the Parties shall will promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without mutual consent. Unless otherwise agreed between the prior written consent Parties, if the Parties decide to seek patent protection for any Joint Know-How: (a) BioNTech will have the first right, but not the obligation, to prepare, file, prosecute and maintain any Joint Patent Right predominantly relating to the RNA Technology or RNA Process Technology throughout the world, and (b) Pfizer will have the first right, but not the obligation, to prepare, file, prosecute and maintain any other Joint Patent Right throughout the world, in each case of (a) and (b) with the respective provisions of Section 10.3.1.1 to apply mutatis mutandis except as provided in this Section 10.3.2. The non-filing Party will reimburse the filing Party for 50% of the other Partycosts reasonably incurred by the filing Party in preparing, which consent shall not be unreasonably withheldfiling, conditioned or delayed. The Party controlling filing prosecuting and prosecution of any maintaining such Joint Patent Rights, which reimbursement will be made pursuant to, and within 75 days of, invoices (including supporting documentation) submitted by the filing Party to the non-filing Party no more often than once per Pfizer Quarter. The non-prosecuting Party will cooperate with the prosecuting Party in taking reasonable measures to control costs and non-prosecuting Party shall be responsible for 100% of (x) any fees or costs related to any correspondence of outside counsel with or instructions to outside counsel by such Party (or any of such Party’s Representatives) which is independent of joint prosecution efforts, or (y) any patent office fees, and associated counsel/agent fees and costs, for extensions which are not incurred at the request of, and not due to the actions of, the prosecuting Party. If, once the Parties have agreed to prepare and file an application of Joint Patent Rights, either Party (the “Declining Party”) at any time thereafter declines to participate in the preparation, filing, prosecution or maintenance of any Joint Patent Right (a) shall keep or share in the costs of filing, prosecuting and maintaining any Joint Patent Right, on a country-by-country basis, the Declining Party will provide the other Party informed regarding each Patent Right(the “Continuing Party”) with 30 days prior written notice to such effect, in which event, the Declining Party will (bA) shall consider in good faith any recommendations made by the other Party in regard have no responsibility with respect to the filing, prosecution or maintenance of any such the applicable Joint Patent Right after the end of such 30 day period, (B) have no responsibility for any expenses incurred in connection with such Joint Patent Right after the end of such 30 day period and (cC) shall not unreasonably refuse if the Continuing Party elects to incorporate any recommendations made by the other Party in regard to such continue filing, prosecution or maintenance, the Declining Party, upon the Continuing Party’s request, will execute such documents and perform such acts, at the Continuing Party’s expense, as may be reasonably necessary (1) to assign to the Continuing Party all of the Declining Party’s right, title and interest in and to such Joint Patent Right and (2) to permit the Continuing Party to file, prosecute and maintain such Joint Patent Right at its sole expense. Where such Joint Patent Right is assigned to Pfizer as the Continuing Party, BioNTech will retain a non-exclusive, sublicensable, perpetual, irrevocable, royalty-free, fully paid-up worldwide right and license to practice and exploit such Patent Right for any and all purposes excluding, during the Term, in the Field; and where such Joint Patent Right is assigned to BioNTech as the Continuing Party, it will be excluded from the definition of BioNTech Patent Rights, and Pfizer will retain a non-exclusive, sublicensable, perpetual, irrevocable, royalty-free, fully paid-up worldwide right and license to practice and exploit such Joint Patent Right for any and all purposes.

Joint Patent Rights. If not already established under Vivelix will have the Research Collaboration Agreementfirst right to prepare, prior to either file, prosecute (including any interferences, reissue proceedings, cancellations, oppositions post grant review, patent term extension applications, reexaminations, and other similar proceedings) and maintain (the Party filing having such responsibility, the “Prosecuting Party”; the other Party, the “Non-Prosecuting Party”) any Patent Right disclosing Rights that Cover a Joint Program Technology or Invention (“Joint Probody Platform ImprovementsPatent Rights”), unless the Parties shall establish a patent committee (mutually agree that Idera will be the “Patent Committee”) comprised of at least one (1) representative of each Prosecuting Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of with respect to such Joint Patent Rights. As agreed If Vivelix does not file a patent application Covering such Joint Invention within the one hundred eighty (180) day period after either Party gives written notice to the other Party of such Joint Invention pursuant to Section 6.2.1, Idera shall have the right but not the obligation to become the Prosecuting Party with respect to such Joint Patent Rights upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time written notice to time as neededVivelix. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Prosecuting Party will control reasonably consult with the other Party and will consider any comments from the other Party in good faith, with respect to the preparation, filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform ImprovementsRights. Neither The Prosecuting Party will file any Joint Patent Right without the prior written consent of the provide to such other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution copies of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard papers relating to the filing, prosecution or maintenance of such Joint Patent Rights promptly upon their being filed or received, and will provide drafts of documents to be filed sufficiently in advance of their filing dates so as to provide the Non-Prosecuting Party with sufficient time to review and comment thereon prior to filing. The Non-Prosecuting Party may, from time to time, identify in writing to the Prosecuting Party certain countries in which the Non-Prosecuting Party desires that the Prosecuting Party file, prosecute and maintain Joint Patent Rights and the Prosecuting Party will, subject to Section 6.4.3, thereafter file, prosecute and maintain such Joint Patent Rights in such country or countries. The Prosecuting Party will not knowingly take any action during prosecution and maintenance of such Joint Patent Right Rights that would result in any reduction in the scope of one or more independent claims of such Licensed Patents, without the prior written consent of the Non-Prosecuting Party, which consent will not be unreasonably withheld, delayed or conditioned. The Parties will share equally all reasonable costs and (c) shall not unreasonably refuse expenses related to incorporate any recommendations made by the other Party in regard to such preparation, filing, prosecution or maintenanceand maintenance of any Joint Patent Rights.

Joint Patent Rights. If not already established under a. As between the Research Collaboration AgreementParties, prior DRL shall have the first right to either Party filing any Prosecute the Joint Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance Rights and defense of Joint Methodist Licensed Patent Rights. As agreed upon by DRL shall bear the Parties, meetings costs of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate Prosecution of any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology and Methodist Licensed Patent Rights that DRL elects to Prosecute pursuant to this Section 9.2.3a [***]. b. If DRL intends to abandon or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance cease Prosecution of any of the Joint Patent Rights claiming or Methodist Licensed Patent Rights, or does not wish to file a patent application for an invention included in the Joint Unconjugated Probody Platform ImprovementsKnow-How, DRL shall provide reasonable prior, written notice to Coya of such intention (which notice shall, to the extent possible, be given [***]. Neither Party will file any Joint Patent Right without In such case, upon Cxxx’x written election, Cxxx shall have the prior written consent right, as between Coya and DRL, to assume Prosecution of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) or Methodist Licensed Patent Right and/or file such patent application, at Cxxx’x expense. c. Each Party shall keep inform the other Party informed regarding each of [***]. Each Party shall provide the other Party with copies of all final material filings, responses, and communications made to or received from any patent office with respect to such Joint Patent RightRights and Methodist Licensed Patent Rights in a timely manner following receipt or submission thereof. Each Party shall provide the other Party with drafts of any material filings or responses to be made to any patent office with respect to such Joint Patent Rights and Methodist Licensed Patent Rights sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for such other Party (and, (bin the case of the Methodist Licensed Patent Rights, Methodist) to review and comment thereon. The filing Party shall consider in good faith any recommendations made by the requests and suggestions of the other Party in regard with respect to such drafts and with respect to strategies for Prosecuting such Joint Patent Rights and Methodist Licensed Patent Rights (including, for clarity, Cxxx’x requests and suggestions related to matters outside the DRL Field). To the extent any Methodist Licensed Patents that DRL has elected not to Prosecute are being Prosecuted by Methodist, Coya shall provide DRL’s requests and suggestions received pursuant to the filingpreceding sentence to Methodist. Each Party will, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by will cause its Affiliates to, reasonably cooperate with the other Party in regard with respect to the Prosecution of such filingJoint Patent Rights and Methodist Licensed Patent Rights pursuant to this Section 9.2.3, prosecution including by providing any necessary powers of attorney, complying with any applicable duty of candor or maintenancedisclosure with a patent office, and executing any other required documents or instruments for such Prosecution.

Joint Patent Rights. If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate make any Joint Program Technology or Know-How (other than Product-Specific Know-How, Joint Probody Platform ImprovementsImprovement Know-How and Joint Improved Know-How), the Parties Patent Representatives B4849167.1 shall promptly meet to discuss and determine, based on mutual consent, determine whether to seek patent protection thereon. Biogen shall have the first right, which Party will control but not the obligation, to prepare, file, prosecute and maintain any Joint Patent Right (other than any Product-Specific Patent Rights within such Joint Patent Rights which, for clarity, shall be governed by Section 13.4.1, Joint Platform Improvement Patent Rights which, for clarity, shall be governed by Section 13.4.2(a) and Joint Improved Patent Rights, which, for clarity, shall be governed by Section 13.4.2(b)) throughout the world using patent counsel selected by Biogen and reasonably acceptable to AGTC. Biogen shall give AGTC an opportunity to review the text of any application with respect to such Joint Patent Right before filing, prosecution shall consult with AGTC with respect thereto, and maintenance shall supply AGTC with a copy of such patents the application as filed, together with notice of its filing date and how serial number. Biogen shall keep AGTC reasonably informed of the status of the actual and prospective patent filings (including, without limitation, the grant of any Joint Patent Rights), and shall provide advance copies of any official correspondence related to pay for the filing, prosecution and maintenance of such patentspatent filings. It is presumed that ImmunoGen will control AGTC shall reimburse Biogen for fifty percent (50%) of the reasonable Out-of-Pocket Costs incurred by Biogen in preparing, filing, prosecution prosecuting and maintenance of maintaining such Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform ImprovementsRights, and that CytomX which reimbursement will control be made pursuant to invoices submitted by Biogen to AGTC no more often than once per Calendar Quarter. If either Party (the “Declining Party”) at any time declines to share in the costs of filing, prosecution prosecuting and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of maintaining any such Joint Patent Right (a) Right, on a country by country basis, the Declining Party shall keep provide the other Party informed regarding each (the “Continuing Party”) with thirty (30) days’ prior written notice to such effect, in which event, the Declining Party shall (i) have no responsibility for any expenses incurred in connection with such Joint Patent RightRight after the end of such thirty (30) day period and (ii) if the Continuing Party elects to continue prosecution or maintenance, the Declining Party, upon the Continuing Party’s request, shall execute such documents and perform such acts, at the Continuing Party’s expense, as may be reasonably necessary (bA) shall consider in good faith any recommendations made by the other Party in regard to assign to the filingContinuing Party all of the Declining Party’s right, prosecution or maintenance of any title and interest in and to such Joint Patent Right and (cB) shall not unreasonably refuse to incorporate any recommendations made by permit the other Continuing Party in regard to file, prosecute and maintain such filing, prosecution or maintenanceJoint Patent Right.

Joint Patent Rights. If not already established under 8.3.3.1 With respect to any Joint Invention, each Party shall promptly exchange with the Research Collaboration Agreementother Party all relevant information, including without limitation the identity of any and all inventors. The PPEC shall meet periodically, prior to either Party the filing of any Patent Right disclosing patent application, to discuss strategies for filing such a patent application, if any, on such Joint Program Technology or Joint Probody Platform ImprovementsInventions. 8.3.3.2 Except as otherwise provided in Section 8.3.3.4 and Section 8.3.3.5, the costs of prosecution for any and all Joint Patent Rights shall be borne equally by the Parties. 8.3.3.3 Upon the identification of a Joint Invention, the PPEC shall confer to determine which Party would be best suited to prosecute Joint Patent Rights covering such Joint Invention. Such determination shall be made by the JSC after recommendation made by the PPEC, which recommendation shall consider the nature of the Joint Invention, each Party’s relative contribution towards such Joint Invention and the experience of each of the Parties with respect to prosecution of Joint Patent Rights covering inventions other than such Joint Invention but based on similar technology features. 8.3.3.4 With respect to any Joint Patent Rights that the Parties determine should be prosecuted by AskBio, if AskBio elects not to prosecute, or elects to discontinue prosecution, (whether worldwide or with respect to any particular country), AskBio shall establish a patent committee promptly notify Selecta in writing (the “Patent Committee”) comprised of which notice shall be at least one [***] calendar days prior to the lapse or abandonment of any such prosecution). In the event that Selecta elects to assume prosecution of such Joint Patent Rights (1) representative whether worldwide or with respect to any particular country, as applicable), Selecta shall notify AskBio in writing within [***] days after Selecta’s receipt of each Party for AskBio’s written notice. In the purpose event that AskBio has not received written notice from Selecta within such [***] day period, Selecta will be deemed to have waived the right to assume prosecution of facilitating the preparation, filing, prosecution, maintenance and defense of such Joint Patent Rights. As agreed upon by If Selecta assumes prosecution of such Joint Patent Rights, Selecta may undertake, but shall not be required to undertake, at its sole expense and in its sole discretion, the Partiesprosecution of such Joint Patent Rights and, meetings as of the date of AskBio’s receipt of Selecta’s written notice of Selecta’s intent to assume prosecution of such Joint Patent Committee may be face-to-face or may be conducted Rights, AskBio shall have no further obligation with respect to such Joint Patent Rights, and the Joint Invention covered by teleconferences or videoconferencessuch Joint Patent Rights; provided, from time however, that in the event that Selecta undertakes such prosecution, AskBio, at Selecta’s expense, shall cooperate with and assist Selecta as set forth in Section 8.3.3.6. 8.3.3.5 With respect to time as needed. The any Joint Patent Committee will be the forum through which Rights that the Parties coordinate their respective obligations determine should be prosecuted by Selecta, if Selecta elects not to each other described prosecute, or elects to discontinue prosecution, (whether worldwide or with respect to any particular country), Selecta shall promptly notify AskBio in Sections 5.2.2 and 5.2.3 hereof and in this Sectionwriting (which notice shall be at least [***] calendar days prior to the lapse or abandonment of any such prosecution). In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet that AskBio elects to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, assume prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming (whether worldwide or with respect to any particular country, as applicable), AskBio shall notify Selecta in writing within [***] days after AskBio’s receipt of Selecta’s written notice. In the event that Selecta has not received written notice from AskBio within such [***] day period, AskBio will be deemed to have waived the right to assume prosecution of such Joint Program Technology or Patent Rights. If AskBio assumes prosecution of such Joint Conjugation Probody Platform ImprovementsPatent Rights, AskBio may undertake, but shall not be required to undertake, at its sole expense and that CytomX will control filingin its sole discretion, the prosecution and maintenance of such Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any and, as of the date of Selecta’s receipt of AskBio’s written notice of AskBio’s intent to assume prosecution of such Joint Patent Right without Rights, Selecta shall have no further obligation with respect to such Joint Patent Rights, and the prior written consent of Joint Invention covered by such Joint Patent Rights; provided, however, that in the other event that AskBio undertakes such prosecution, Selecta, at AskBio’s expense, shall cooperate with and assist AskBio as set forth in Section 8.3.3.6. 8.3.3.6 Each Party, which consent as the non-prosecuting Party, shall not be unreasonably withheld, conditioned or delayed. The cooperate with the Party controlling filing and prosecution of any such prosecuting a Joint Patent Right (“Prosecuting Party”), including without limitation, (a) shall keep the other Party informed regarding each Patent Rightmaking scientists and scientific records reasonably available, (b) shall consider in good faith any recommendations made by the other Party in regard to the filingmaking reasonably available its respective authorized attorneys, prosecution agents or maintenance of any such Patent Right representatives, and (c) shall not unreasonably refuse signing or use its best efforts to incorporate have signed and delivered, at no charge to the Prosecuting Party, all documents necessary in connection with such prosecution. The non-Prosecuting Party will be provided in a timely manner with copies of all correspondence with the U.S. Patent & Trademark Office (or the applicable foreign patent office) and with the opportunity to review and comment upon any recommendations made papers, responses or other filings prepared by the other Prosecuting Party for submission to the said offices in advance of their filing, and the Prosecuting Party will reasonably consider any reasonable comments that are provided by the non-Prosecuting Party in regard to such filing, prosecution or maintenancea timely manner.

Joint Patent Rights. If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate make any Joint Program Technology or Know-How (other than Product-Specific Know-How, Joint Probody Platform ImprovementsImprovement Know-How and Joint Improved Know-How), the Parties Patent Representatives shall promptly meet to discuss and determine, based on mutual consent, determine whether to seek patent protection thereon. Biogen shall have the first right, which Party will control but not the obligation, to prepare, file, prosecute and maintain any Joint Patent Right (other than any Product-Specific Patent Rights within such Joint Patent Rights which, for clarity, shall be governed by Section 13.4.1, Joint Platform Improvement Patent Rights which, for clarity, shall be governed by Section 13.4.2(a) and Joint Improved Patent Rights, which, for clarity, shall be governed by Section 13.4.2(b)) throughout the world using patent counsel selected by Biogen and reasonably acceptable to AGTC. Biogen shall give AGTC an opportunity to review the text of any application with respect to such Joint Patent Right before filing, prosecution shall consult with AGTC with respect thereto, and maintenance shall supply AGTC with a copy of such patents the application as filed, together with notice of its filing date and how serial number. Biogen shall keep AGTC reasonably informed of the status of the actual and prospective patent filings (including, without limitation, the grant of any Joint Patent Rights), and shall provide advance copies of any official correspondence related to pay for the filing, prosecution and maintenance of such patentspatent filings. It is presumed that ImmunoGen will control AGTC shall reimburse Biogen for fifty percent (50%) of the reasonable Out-of-Pocket Costs incurred by Biogen in preparing, filing, prosecution prosecuting and maintenance of maintaining such Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform ImprovementsRights, and that CytomX which reimbursement will control be made pursuant to invoices submitted by Biogen to AGTC no more often than once per Calendar Quarter. If either Party (the “Declining Party”) at any time declines to share in the costs of filing, prosecution prosecuting and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of maintaining any such Joint Patent Right (a) Right, on a country by country basis, the Declining Party shall keep provide the other Party informed regarding each (the “Continuing Party”) with thirty (30) days’ prior written notice to such effect, in which event, the Declining Party shall (i) have no responsibility for any expenses incurred in connection with such Joint Patent RightRight after the end of such thirty (30) day period and (ii) if the Continuing Party elects to continue prosecution or maintenance, the Declining Party, upon the Continuing Party’s request, shall execute such documents and perform such acts, at the Continuing Party’s expense, as may be reasonably necessary (bA) shall consider in good faith any recommendations made by the other Party in regard to assign to the filingContinuing Party all of the Declining Party’s right, prosecution or maintenance of any title and interest in and to such Joint Patent Right and (cB) shall not unreasonably refuse to incorporate any recommendations made by permit the other Continuing Party in regard to file, prosecute and maintain such filing, prosecution or maintenanceJoint Patent Right.

Joint Patent Rights. If not already established under the Research Collaboration Agreement, prior Prior to either Party filing any Patent Right disclosing Joint Program Technology, disclosing an Improvement made by ImmunoGen to CytomX Technology or Joint Probody Platform Improvementsdisclosing an Improvement made by CytomX to the ImmunoGen Technology, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating communication as described in Sections 5.2.2 and 5.2.3 hereof and the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform ImprovementsTechnology, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming (a) composition of matter or methods of use of CytomX Agreement PDCs or CytomX Licensed Products or (b) Unconjugated Probody Platform Improvements, and that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology (i) composition of matter or Joint methods of use of ImmunoGen Probodies, ImmunoGen Agreement PDCs or ImmunoGen Licensed Products, (ii) Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Improvements or (iii) TAP Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenance.

Joint Patent Rights. If not already established under The Parties agree to discuss in good faith and implement a mutually agreeable patent strategy with respect to all Joint Technology that may be patentable, and shall cause their patent counsel to communicate regularly regarding the Research Collaboration Agreement, prior prosecution and maintenance of the Joint Patent Rights. With respect to either Party filing any Patent Right disclosing all Joint Program Technology or Joint Probody Platform Improvementsfor which the Parties agree patent prosecution should be sought, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating cooperate in the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such patent applications (including provoking, instituting or defending interference, opposition, revocation, reexamination and similar proceedings related to the Joint Patent Right (a) Rights), and shall keep discuss and agree on the content and form of relevant patent applications and any other relevant matters before such applications are made. Each Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by comments from the other Party in regard regarding steps to be taken to strengthen any Joint Patent Right. Progenics shall serve as the lead Party to prosecute and maintain all applications covering Joint Patent Rights (including provoking, [*] CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION Table of Contents instituting or defending interference, opposition, revocation, reexamination and similar proceedings related to the filingJoint Patent Rights) at Wyeth’s expense, unless otherwise agreed by the Parties. In the event that the Parties, after good faith discussions, cannot agree with respect to any decision to be made regarding the prosecution or and maintenance of any the Joint Patent Rights (including decisions relating to interference, opposition, revocation, reexamination and similar proceedings related to the Joint Patent Rights), Wyeth shall make such Patent Right and (c) decision. In all cases, each Party shall not unreasonably refuse provide reasonable assistance to incorporate any recommendations made by the other Party in regard Party, at Wyeth’s expense, with respect to any activities determined by Wyeth to be necessary or desirable to obtain patent protection for such filing, prosecution or maintenanceJoint Technology.

Joint Patent Rights. If 13.5.1 CombinatoRx will be responsible for, and shall bear all expenses incurred in, preparing, filing, prosecuting and maintaining (including, for the avoidance of doubt, interference and opposition proceedings) all Joint Patent Rights; provided, however, Angiotech shall reimburse to CombinatoRx an amount equal to fifty percent (50%) of all such reasonable costs expenses upon presentation of written receipts therefor. CombinatoRx shall inform Angiotech promptly upon becoming aware of any extraordinary costs to be spent in patent prosecution or patent maintenance in any country, including but not already established under limited to costs in appeal proceedings, opposition proceedings, costs for the Research Collaboration Agreementfiling of divisional applications, prior to claim fees, and the like. Notwithstanding the foregoing, either Party filing may, at any time, notify the other Party that it no longer desires to reimburse the other Party for expenses incurred in connection with the prosecution or maintenance of a Joint Patent Right, in which event the Party no longer reimbursing the other Party shall be relieved of such reimbursement obligation and all rights granted to such Party with respect to such Joint Patent Right disclosing under Section 9.7 shall immediately terminate, and the Party no longer reimbursing the other Party shall promptly assign all of its interest in such Joint Program Technology Patent Right to the other Party. 13.5.2 Angiotech and its Affiliates undertake at the reasonable request and expense (subject to the expense sharing provisions set forth above) of CombinatoRx to sign, [**] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSION. 58 or Joint Probody Platform Improvementshave signed, any and all documents necessary in connection with the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance maintenance, extension and defense enforcement of the CombinatoRx Patents and to take such other necessary actions as CombinatoRx may reasonably request from Angiotech or its Affiliates in connection with the CombinatoRx Patents. 13.5.3 If one Party believes that a Joint Patent Right should be filed, prosecuted and/or maintained, in respect of a jointly owned invention, it shall inform the other Party of its belief and the Parties will negotiate in good faith to find a mutually acceptable course of action. If the Parties decide to proceed with a filing, CombinatoRx shall keep Angiotech apprised of any activities related to the Joint Patent Rights by providing Angiotech: (i) with a draft of new applications and foreign filing texts at least ten (10) business days before the intended filing; (ii) promptly with copies of all official actions, amendments and responses, which affect the scope of any claims; (iii) with foreseen amendments and responses to official actions which affect the scope of any claim at least five (5) business days before the action due date. CombinatoRx shall reasonably consider Angiotech's or its Affiliates' comments with respect to such activities. Notwithstanding the foregoing, the prosecuting Party shall accept the suggestions of the other Party except to the extent such suggestions are in direct conflict with the prosecuting Party's strategy. 13.5.4 On each six-month anniversary of the Effective Date, CombinatoRx shall update Angiotech on the status of all Joint Patent Right filings, including information on the country particulars (filing date, filing number) of each Joint Patent Right, each foreign filing equivalent, and the corresponding Joint Patent Right status (pending, granted, opposed, under appeal, intentionally abandoned, etc.). Additionally, CombinatoRx shall notify Angiotech of any new Joint Patent Right applications filed in any country promptly after such Patent application is filed. 13.5.5 In the event that CombinatoRx desires to finally abandon any application or patent within the Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof it shall notify promptly Angiotech (and in this Sectionany event not less than sixty (60) calendar days prior to the deadline for taking appropriate action with respect to application or patent). In Angiotech shall then have the event right to continue the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) abandoned application or patent and to maintain the same, all at Angiotech's sole expense. CombinatoRx agrees to cooperate in such activities, but shall keep have no obligation to incur any expense in connection therewith. If Angiotech exercised such right to continue the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right application or patent abandoned by CombinatoRx, CombinatoRx hereby assigns and transfers all legal rights and title of such abandoned application or patent to Angiotech and agrees to execute and deliver to Angiotech such other documents and instruments, provide such materials and information and take such other actions as Angiotech may reasonably request to assign to Angiotech such abandoned application or patent. If claims ultimately issue on a relinquished application or patent in a jurisdiction other than the United States, Europe and Japan, CombinatoRx shall notify Angiotech of such issuance and provide a copy of the issued patent, and Angiotech shall have thirty (30) days from receipt of such notice to elect to receive an exclusive license in the Angiotech Field of the same scope as Sections 2.2(c) and (cd) under such issued patents. If Angiotech elects to receive a license pursuant to the preceding sentence, then Angiotech shall pay to CombinatoRx an amount equal to its share of the expenses in connection with the prosecution of such application or patent that Angiotech would have paid under this Agreement had it not unreasonably refuse to incorporate any recommendations made by the other Party in regard to relinquished such filing, prosecution or maintenance.patent application. [**] PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE COMMISSION. 59

Joint Patent Rights. If not already established under the Research Collaboration AgreementSubject to Section 8.1.4, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties Genzyme shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party have primary responsibility for the purpose of facilitating the preparation, filing, prosecutionprosecution and maintenance of any Joint Patent Rights in the Genzyme Territory. Osiris shall have primary responsibility for the preparation, filing prosecution and maintenance of any Joint Patent Rights in the Osiris Territory. The Parties shall share equally the reasonable patent costs associated with the preparation, filing, prosecution and defense maintenance of the Joint Patent Rights. As agreed upon The Party responsible for preparation, filing, prosecution and maintenance of any Joint Patent Rights agrees to furnish the other Party with copies of all documents relevant to such filing, prosecution and maintenance with respect to such Joint Patent Rights in sufficient time to allow for review by such other Party, to incorporate in good faith the Parties, meetings comments of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferencesother Party prior to taking any action to implement such decisions and to otherwise keep the other Party reasonably informed of the status of the preparation, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay Joint Patent Rights in the Genzyme Territory or Osiris Territory, as applicable. Notwithstanding the foregoing, in the event that the Party responsible for the such preparation, filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology elects to abandon or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file not to prosecute or maintain any Joint Patent Right without in any country (other than in favor of a continuing patent application and except in the prior written consent of event the Parties mutually decide to abandon or not to maintain or enforce such Joint Patent Right), the other Party may elect to assume responsibility for preparation, filing, prosecuting and maintaining such Joint Patent Right in such country, at its sole discretion and expense, in which case, all rights in such Joint Patent Right in such country shall be promptly assigned to that Party. Either Party may choose at any time not to continue to pay patent costs with respect to any Joint Patent Right, which consent and shall thereafter assign all of its rights in such Joint Patent Right to the other Party and the other Party shall pay all future patent costs for rights it pursues in its sole discretion. In the event that a Party elects, at any time, not be unreasonably withheld, conditioned or delayed. The Party controlling to participate in the filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) such Party shall consider in good faith any recommendations made provide reasonable assistance to the other Party, and shall be reimbursed by the other Party in regard to the filing, prosecution or maintenance for its reasonable cost of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenanceproviding said assistance.

Joint Patent Rights. If not already established under the Research Collaboration Agreement, prior The parties shall jointly agree upon any decisions relating to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of any Patent Rights jointly owned by Licensee and Licensor pursuant to the terms of Section 7.4 ("Joint Patents"), and [***]. (a) Prior to filing a new application for Patent Rights. As agreed upon by Rights claiming an invention within the PartiesJoint Patents, meetings each party shall submit to the JDC an invention disclosure form for the respective invention which sets forth in reasonable detail the names of the Patent Committee may respective inventors; their affiliation; an invention title; a reasonable description of the invention, including the proposed benefit or improvement over the current technology and how the invention could be face-to-face used; and the invention conception date referring to the first oral disclosure and any notebook or may be conducted by teleconferences or videoconferences, from time to time as neededother written documentation. The Patent Committee will be JDC shall review such invention disclosure form and shall attempt in good faith to determine whether Licensee or Licensor shall serve as the forum through which lead prosecuting party for such Joint Patent. Additionally, the Parties coordinate their respective obligations JDC shall, among other things, determine whether, consistent with applicable law regarding inventorship, to each other described correct or supplement the inventors listed on the invention disclosure form in Sections 5.2.2 and 5.2.3 hereof and in view of activities conducted under this Section. Agreement. (b) In the event of a disagreement regarding the Parties conceive or generate any filing of a patent application with respect to Joint Program Technology or Joint Probody Platform ImprovementsPatents which is not timely resolved within the JDC process, the Parties shall promptly meet party seeking to discuss and determinefile a patent application may, based on mutual consentnotwithstanding the foregoing in this Section 9.1.1, whether to seek file such patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvementsapplication [***], and that CytomX will control filingthe other party agrees to assign all right, prosecution title, and maintenance interest in and to such application and any patents issuing therefrom to the party filing such patent application subject to the retention of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without a perpetual, irrevocable, royalty­free, non-sublicensable, license to use the prior written consent subject matter of the patent, in addition to any other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and licenses hereunder. (c) Each party shall not unreasonably refuse to incorporate any recommendations made by provide the other Party party with copies of all official correspondence between such party and U.S. or foreign patent offices in regard to such filing, prosecution or maintenancepatent applications that the parties pursue for Joint Patents.