Common use of Patent Prosecution Clause in Contracts

Patent Prosecution. 18.2.1 In respect of the Licensed Patents: (i) UCLB shall not Surrender any of them without the prior written consent of Autolus; (ii) from the Effective Date and during the Term for so long as Autolus holds a licence to the same, subject to Clause 18.2.2 Autolus shall at its expense have the exclusive control and conduct of all on-going prosecution and maintenance steps in respect of the Licensed Patents but excluding the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent (the “Responsible Patents”); (iii) UCLB shall provide all reasonable or appropriate assistance and cooperation required by Autolus to enable Autolus to efficiently and effectively discharge the prosecution and maintenance of the Responsible Patents and in doing so, UCLB shall follow all directions and instructions of Autolus and do all things reasonably required by Autolus with respect to the Responsible Patents; (iv) UCLB shall ensure that all documents and correspondence that it, or its agents or other licensees receive in connection with any of the Licensed Patents shall be promptly and in any event within seven (7) days forwarded to Autolus, and without limiting the foregoing, UCLB shall keep Autolus promptly informed in advance of any steps taken regarding the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent; (v) UCLB shall instruct those professional advisors, patent agents and lawyers who act on behalf of UCLB in the prosecution of the Responsible Patents to co-operate with Autolus, accept instructions from Autolus as if they were direct from UCLB and provide all history on the prosecution of the Responsible Patents to Autolus; (vi) Autolus shall be entitled, at its discretion and cost, to appoint alternative counsel to take over the prosecution of the Responsible Patents; (vii) UCLB shall promptly notify Autolus of any threatened or actual claim of invalidity or revocation or opposition of any of the Licensed Patents and shall provide full details and all such information available to it regarding such threatened or actual claim. Autolus shall have the right (but not obligation) to control, direct any actions for invalidity, revocation or oppositions issued against the Responsible Patents. UCLB shall do (or not do) all such things as are reasonably directed by Autolus to enable Autolus to control, direct and conduct such proceedings, including allowing Autolus’s legal representatives to conduct such proceedings in UCLB’s name where required or beneficial provided that Autolus indemnifies UCLB and/or its Affiliates for any Third Party costs, damages, expenses or liability incurred by UCLB and/or its Affiliates as a direct result of UCLB and/or its Affiliates assisting Autolus to conduct such proceedings subject to Clause 18.9. Autolus shall pay UCLB for any reasonable (economy) travel and reasonable subsistence costs incurred by UCLB and/or its Affiliates as a result of assisting Autolus under this Clause 18.2.1(vii); (viii) in respect of the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent, if the validity of any of them is challenged and UCLB (or its other licensees) does not defend such challenge, then Autolus shall have the right (but not the obligation) to control, direct and conduct such proceedings. UCLB shall do (or not do) all such things as are reasonably directed by Autolus to enable Autolus to control, direct and conduct such proceedings, including allowing Autolus’s legal representatives to conduct such litigation in UCLB’s name where required or beneficial provided that Autolus indemnifies UCLB and/or its Affiliates for any Third Party costs, damages, expenses or liability incurred by UCLB and/or its Affiliates as a direct result of assisting Autolus subject to Clause 18.9. Autolus shall pay UCLB’s and/or its Affiliates for any reasonable (economy) travel and reasonable subsistence costs incurred by UCLB and/or its Affiliates as a result of assisting Autolus under this Clause 18.2.1(viii). Autolus shall consult and co-operate with UCLB and its licensees outside of the RQR8 Field and/or under the CAT19 Patent Rights and the TetCAR Patent Rights if it elects to defend such challenge; (ix) UCLB shall provide assistance to and co-operate with Autolus in accordance with this Clause 18 without any further cost to Autolus, save that (i) if UCLB personnel are required to participate in any opposition proceeding (or comparable proceeding before patent offices and courts) which requires full time involvement for more than [***] per annum per Program IP under any Program Licence, then for such excess co-operation beyond the [***] for that Program IP Autolus shall reimburse UCLB its reasonable costs, and (ii) this provision shall be without prejudice to the indemnity given in Clauses 18.2.1(vii) or 18.2.1(viii); and, (x) any enforcement of the Licensed Patents shall be subject to Clause 19. 18.2.2 In respect of the Responsible Patents, Autolus shall: (i) subject to UCLB’s compliance with Clause 18.2.1, be responsible for the Patent Prosecution Costs for the Responsible Patents; (ii) keep UCLB informed of developments in the preparation, filing, prosecution and maintenance of the Responsible Patents and shall provide UCLB with copies of all material correspondence to and from its patent attorneys or patent offices in relation to the Responsible Patents and shall provide UCLB reasonable notice of and the opportunity at its own cost to participate in any conference calls or meetings with Autolus’s patent attorneys in relation to the drafting, filing, prosecution and maintenance of the Responsible Patents; (iii) consult with UCLB in connection with Autolus’s strategy for the prosecution and maintenance of the Responsible Patents; (iv) take into account any reasonable comments and suggestions of UCLB in relation to the prosecution and maintenance of the Responsible Patents; and (v) notify UCLB in advance of any steps Autolus proposes be taken which would change the specification or reduce the scope of the claims of any Responsible Patent, and having done so shall take into account any reasonable comments and suggestions promptly proposed by UCLB in relation to such steps. 18.2.3 In respect of the [***] Existing Patent: (i) UCLB shall, subject to Clause 7.2, be responsible for all the Patent Prosecution Costs of the prosecution and maintenance of the same; (ii) UCLB and Autolus shall collaborate to define the optimal strategy for filing, maintenance and prosecution of the [***] Existing Patent; and (iii) UCLB shall keep Autolus informed of developments relating to the preparation, filing, prosecution and maintenance of the [***] Existing Patents.

Patent Prosecution. 18.2.1 In respect A. Orion shall file, prosecute and maintain all of the Licensed Patents:Patent that are the property of Orion as of the date of this Agreement. (i) UCLB B. Bioenvision shall not Surrender any of them without the prior written consent of Autolus; (ii) from the Effective Date and during the Term for so long as Autolus holds a licence bear all patenting expenses related to the samefiling, subject to Clause 18.2.2 Autolus shall at its expense have the exclusive control and conduct prosecution or maintenance of all on-going prosecution Patent and maintenance steps Improvement licensed hereunder in respect whole or in part. C. Orion shall furnish Bioenvision with copies of all allowed claims when such claims are allowed in the Licensed Patents but excluding Field and in the RQR8 Territory for all Patent Rights, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent (the “Responsible Patents”);Improvement licensed hereunder. (iii) UCLB D. Orion shall provide Bioenvision with draft copies of all reasonable or appropriate assistance correspondence and cooperation required by Autolus filings and related prosecution documents on the Patent and Improvement licensed hereunder and Bioenvision shall promptly provide comments, if any, to enable Autolus to efficiently and effectively discharge the prosecution and maintenance of the Responsible Patents and in doing so, UCLB Orion. Orion shall follow all directions and instructions of Autolus and do all things reasonably required by Autolus confer with respect to the Responsible Patents; (iv) UCLB shall ensure that all documents and correspondence that it, or its agents or other licensees receive in connection with any of the Licensed Patents shall be promptly and in any event within seven (7) days forwarded to AutolusBioenvision, and without limiting make reasonable efforts to adopt Bioenvision's suggestions regarding prosecution tactics and strategy. Notwithstanding the foregoing, UCLB shall keep Autolus promptly informed in advance of any steps taken regarding the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent; (v) UCLB shall instruct those professional advisors, patent agents and lawyers who act on behalf of UCLB in the prosecution of the Responsible Patents to co-operate with Autolus, accept instructions from Autolus as if they were direct from UCLB and provide all history on the prosecution of the Responsible Patents to Autolus; (vi) Autolus shall be entitled, at its discretion and cost, to appoint alternative counsel to take over the prosecution of the Responsible Patents; (vii) UCLB shall promptly notify Autolus of any threatened or actual claim of invalidity or revocation or opposition of any of the Licensed Patents and shall provide full details and all such information available to it regarding such threatened or actual claim. Autolus Orion shall have the right (but not obligation) to control, direct any take such actions for invalidity, revocation or oppositions issued against the Responsible Patents. UCLB shall do (or not do) all such things as are reasonably directed by Autolus necessary, in its good faith judgement, to enable Autolus preserve all rights under the Patent and Improvement throughout the Territory. As soon as practical, subsequent to controlthe filing of any prosecution document, direct Orion shall provide Bioenvision with a copy of such document. In addition, Orion shall copy Bioenvision with any official office action and conduct such proceedings, including allowing Autolus’s legal representatives Orion responses and submissions. Bioenvision shall bear the expenses of the activities noted in this Article 11.E. E. Orion will inform Bioenvision at least sixty (60) days prior to conduct such proceedings in UCLB’s name where required or beneficial provided that Autolus indemnifies UCLB and/or its Affiliates for any Third Party costs, damages, expenses or liability incurred by UCLB and/or its Affiliates as a direct result of UCLB and/or its Affiliates assisting Autolus to conduct such proceedings subject to Clause 18.9. Autolus shall pay UCLB for any reasonable (economy) travel and reasonable subsistence costs incurred by UCLB and/or its Affiliates decision having as a result the failure to file, or the abandonment of assisting Autolus under this Clause 18.2.1(vii); (viii) in respect of the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing applications or failure to maintain a Patent, if Patents and Improvements licensed hereunder so that Bioenvision may take over and maintain such Patent and Improvements in force. F. Provided that Orion has been informed by Bioenvision at least sixty (60) days in advance, in the validity of any of them is challenged and UCLB (or its other licensees) does event that Bioenvision decides not defend such challenge, then Autolus shall have the right (but not the obligation) to control, direct and conduct such proceedings. UCLB shall do (or not do) all such things as are reasonably directed by Autolus to enable Autolus to control, direct and conduct such proceedings, including allowing Autolus’s legal representatives to conduct such litigation in UCLB’s name where required or beneficial provided that Autolus indemnifies UCLB and/or its Affiliates for any Third Party costs, damages, pay patenting expenses or liability incurred by UCLB and/or its Affiliates as a direct result of assisting Autolus subject to Clause 18.9. Autolus shall pay UCLB’s and/or its Affiliates for any reasonable (economy) travel and reasonable subsistence costs incurred by UCLB and/or its Affiliates as a result of assisting Autolus under this Clause 18.2.1(viii). Autolus shall consult and co-operate with UCLB and its licensees outside of the RQR8 Field and/or under the CAT19 Patent Rights and the TetCAR Patent Rights if it elects to defend such challenge; (ix) UCLB shall provide assistance to and co-operate with Autolus in accordance with this Clause 18 without any further cost to Autolus, save that (i) if UCLB personnel are required to participate in any opposition proceeding (or comparable proceeding before patent offices jurisdiction, Orion may elect to maintain such Patent and courts) which requires full time involvement for more than [***] per annum per Program IP under any Program Licence, then for such excess co-operation beyond the [***] for that Program IP Autolus shall reimburse UCLB its reasonable costs, Improvements in force and (ii) this provision shall be without prejudice to the indemnity given in Clauses 18.2.1(vii) or 18.2.1(viii); and, (x) any enforcement of the Licensed Patents shall be subject to Clause 19. 18.2.2 In respect of the Responsible Patents, Autolus shall: (i) subject to UCLB’s compliance with Clause 18.2.1, be responsible terminate Bioenvision's licenses granted as for the jurisdiction in which Bioenvision abandoned or failed to file or maintain such Patent Prosecution Costs for the Responsible Patents; (ii) keep UCLB informed of developments in the preparation, filing, prosecution and maintenance of the Responsible Patents and shall provide UCLB with copies of all material correspondence to and from its patent attorneys or patent offices in relation to the Responsible Patents and shall provide UCLB reasonable notice of and the opportunity at its own cost to participate in any conference calls or meetings with Autolus’s patent attorneys in relation to the drafting, filing, prosecution and maintenance of the Responsible Patents; (iii) consult with UCLB in connection with Autolus’s strategy for the prosecution and maintenance of the Responsible Patents; (iv) take into account any reasonable comments and suggestions of UCLB in relation to the prosecution and maintenance of the Responsible Patents; and (v) notify UCLB in advance of any steps Autolus proposes be taken which would change the specification or reduce the scope of the claims of any Responsible Patent, and having done so shall take into account any reasonable comments and suggestions promptly proposed by UCLB in relation to such stepsrights. 18.2.3 In respect of the [***] Existing Patent: (i) UCLB shall, subject to Clause 7.2, be responsible for all the Patent Prosecution Costs of the prosecution and maintenance of the same; (ii) UCLB and Autolus shall collaborate to define the optimal strategy for filing, maintenance and prosecution of the [***] Existing Patent; and (iii) UCLB shall keep Autolus informed of developments relating to the preparation, filing, prosecution and maintenance of the [***] Existing Patents.

Patent Prosecution. 18.2.1 In 6.01 The Parties acknowledge that Licensor has granted a separate license in respect of the Licensed PatentsTechnology and the Licensed Patents for use in vaccines to prevent infectious disease in non-humans but as more particularly described in such license dated for reference the 29th day of February, 2000, a copy of which has been provided to Licensee (herein the “Novartis License”). Pursuant to the provisions of Article VI and Article VII of the Novartis License, the licensee thereunder (such license, its successors and assigns herein referred to as “Novartis”) has several entitlements, obligations or responsibilities including the following: (ia) UCLB shall to file applications, to prosecute and maintain the Licensed Patents including additions, continuations, divisions and the like thereto; (a) to discontinue prosecutions and applications and to advise and provide Licensor with the option to proceed with filings, applications and prosecutions; (a) to regularly apprise Licensor and at Licensor’s direction on a confidential basis Licensor’s other licensees of the Licensed Patents of the status of patent applications and of approved patents; (a) to make to Licensor and at Licensor’s direction on a confidential basis to other licensees of the Licensed Patents who have an interest in an application or registration respecting a Licensed Patent complete disclosure other than a disclosure which specifically relates to the license granted under the Novartis License and which does not Surrender affect such other licensee’s interest in the Licensed Patent(s); (a) to consult with Licensor and at Licensor’s direction on a confidential basis its other licensees of the Licensed Patents respecting any actions or prosecutions affecting Licensed Patents and to insure that any actions of them Novartis do not adversely affect such other licensees without the prior written consent of Autolus;Licensor; and (iia) from the Effective Date to cooperate with Licensor and during the Term for so long as Autolus holds at Licensor’s direction on a licence to the same, subject to Clause 18.2.2 Autolus shall at its expense have the exclusive control and conduct of all on-going prosecution and maintenance steps in respect confidential basis Licensor’s other licensees of the Licensed Patents but excluding in the RQR8 Patent Rightsapplication, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent (the “Responsible Patents”); (iii) UCLB shall provide all reasonable or appropriate assistance and cooperation required by Autolus to enable Autolus to efficiently and effectively discharge the prosecution and maintenance filing of the Responsible Patents any continuations, continuations-inpart, divisions, patents of additions, re-issues, renewals and in doing soextensions, UCLB shall follow all directions and instructions of Autolus and do all things reasonably required by Autolus with respect to the Responsible Patents; (iv) UCLB shall ensure that all documents and correspondence that it, further applications or its agents or other licensees receive in connection with any defense of the Licensed Patents shall be promptly and in any event within seven (7) days forwarded desired by Licensor or affecting such other licensees provided that the same is not adverse to Autolus, and without limiting the foregoing, UCLB shall keep Autolus promptly informed in advance rights of any steps taken regarding the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent; (v) UCLB shall instruct those professional advisors, patent agents and lawyers who act on behalf of UCLB in the prosecution of the Responsible Patents to co-operate with Autolus, accept instructions from Autolus as if they were direct from UCLB and provide all history on the prosecution of the Responsible Patents to Autolus; (vi) Autolus shall be entitled, at its discretion and cost, to appoint alternative counsel to take over the prosecution of the Responsible Patents; (vii) UCLB shall promptly notify Autolus of any threatened or actual claim of invalidity or revocation or opposition of any of Novartis under the Licensed Patents and shall provide full details and all such information available to it regarding such threatened or actual claim. Autolus shall have the right (but not obligation) to control, direct any actions for invalidity, revocation or oppositions issued against the Responsible Patents. UCLB shall do (or not do) all Novartis is entitled to reimbursement by Licensor of its out of pocket expenditures incurred in providing such things as are reasonably directed cooperation which is to be reimbursed to Licensor by Autolus to enable Autolus to control, direct and conduct such proceedings, including allowing Autolus’s legal representatives to conduct such proceedings in UCLB’s name where required or beneficial provided that Autolus indemnifies UCLB and/or its Affiliates for any Third Party costs, damages, expenses or liability incurred by UCLB and/or its Affiliates as a direct result of UCLB and/or its Affiliates assisting Autolus to conduct such proceedings subject to Clause 18.9. Autolus shall pay UCLB for any reasonable (economy) travel and reasonable subsistence costs incurred by UCLB and/or its Affiliates as a result of assisting Autolus under this Clause 18.2.1(vii); (viii) in respect of the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent, if the validity of any of them is challenged and UCLB (or its other licensees) does not defend such challenge, then Autolus shall have the right (but not the obligation) to control, direct and conduct such proceedings. UCLB shall do (or not do) all such things as are reasonably directed by Autolus to enable Autolus to control, direct and conduct such proceedings, including allowing Autolus’s legal representatives to conduct such litigation in UCLB’s name where required or beneficial provided that Autolus indemnifies UCLB and/or its Affiliates for any Third Party costs, damages, expenses or liability incurred by UCLB and/or its Affiliates as a direct result of assisting Autolus subject to Clause 18.9. Autolus shall pay UCLB’s and/or its Affiliates for any reasonable (economy) travel and reasonable subsistence costs incurred by UCLB and/or its Affiliates as a result of assisting Autolus under this Clause 18.2.1(viii). Autolus shall consult and co-operate with UCLB and its licensees outside of the RQR8 Field and/or under the CAT19 Patent Rights and the TetCAR Patent Rights if it elects to defend such challenge; (ix) UCLB shall provide assistance to and co-operate with Autolus in accordance with this Clause 18 without any further cost to Autolus, save that (i) if UCLB personnel are required to participate in any opposition proceeding (or comparable proceeding before patent offices and courts) which requires full time involvement for more than [***] per annum per Program IP under any Program Licence, then for such excess co-operation beyond the [***] for that Program IP Autolus shall reimburse UCLB its reasonable costs, and (ii) this provision shall be without prejudice to the indemnity given in Clauses 18.2.1(vii) or 18.2.1(viii); and, (x) any enforcement of the Licensed Patents shall be subject to Clause 19Licensee hereunder. 18.2.2 In respect of the Responsible Patents, Autolus shall: (i) subject to UCLB’s compliance with Clause 18.2.1, be responsible for the Patent Prosecution Costs for the Responsible Patents; (ii) keep UCLB informed of developments in the preparation, filing, prosecution and maintenance of the Responsible Patents and shall provide UCLB with copies of all material correspondence to and from its patent attorneys or patent offices in relation to the Responsible Patents and shall provide UCLB reasonable notice of and the opportunity at its own cost to participate in any conference calls or meetings with Autolus’s patent attorneys in relation to the drafting, filing, prosecution and maintenance of the Responsible Patents; (iii) consult with UCLB in connection with Autolus’s strategy for the prosecution and maintenance of the Responsible Patents; (iv) take into account any reasonable comments and suggestions of UCLB in relation to the prosecution and maintenance of the Responsible Patents; and (v) notify UCLB in advance of any steps Autolus proposes be taken which would change the specification or reduce the scope of the claims of any Responsible Patent, and having done so shall take into account any reasonable comments and suggestions promptly proposed by UCLB in relation to such steps. 18.2.3 In respect of the [***] Existing Patent: (i) UCLB shall, subject to Clause 7.2, be responsible for all the Patent Prosecution Costs of the prosecution and maintenance of the same; (ii) UCLB and Autolus shall collaborate to define the optimal strategy for filing, maintenance and prosecution of the [***] Existing Patent; and (iii) UCLB shall keep Autolus informed of developments relating to the preparation, filing, prosecution and maintenance of the [***] Existing Patents.

Patent Prosecution. 18.2.1 In respect (a) Institute shall have the first right, and shall use Commercially Reasonable Efforts to diligently prosecute and maintain the Patent Rights existing as of the Licensed Patents: (i) UCLB shall not Surrender any of them without the prior written consent of Autolus; (ii) from the Original Effective Date and during the Term for so long as Autolus holds a licence licensed to the same, subject to Clause 18.2.2 Autolus shall at its expense have the exclusive control and conduct of all on-going prosecution and maintenance steps in respect of the Licensed Patents but excluding the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent Licensee hereunder (the “Responsible PatentsBase Patent Rights”); (iii) UCLB shall at Licensee’s expense, using United States based patent counsel of its choice reasonably acceptable to Licensee. Institute will provide Licensee promptly with copies of all reasonable or appropriate assistance and cooperation required by Autolus to enable Autolus to efficiently and effectively discharge relevant documentation so that Licensee will be informed of the continuing prosecution and maintenance of the Responsible Patents and in doing so, UCLB shall follow all directions and instructions of Autolus and do all things reasonably required by Autolus with respect to the Responsible Patents; (iv) UCLB shall ensure that all documents and correspondence that it, or its agents or other licensees receive in connection with any of the Licensed Patents shall be promptly and in any event within seven (7) days forwarded to Autolus, and without limiting the foregoing, UCLB shall keep Autolus promptly informed may comment upon such documentation sufficiently in advance of any steps taken regarding initial deadline for filing a response. Institute agrees that it will incorporate any reasonable comments by Licensee in relation to such prosecution activities, provided that with respect to any claims of the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Base Patent Rights and that relate directly to Licensed Products or the [***] Existing Patent; (v) UCLB shall instruct those professional advisorsmanufacture or use thereof, patent agents and lawyers who act on behalf of UCLB in the prosecution of the Responsible Patents to co-operate with Autolus, accept instructions from Autolus as if they were direct from UCLB and provide all history on the prosecution of the Responsible Patents to Autolus; (vi) Autolus shall be entitled, at its discretion and cost, to appoint alternative counsel to take over the prosecution of the Responsible Patents; (vii) UCLB shall promptly notify Autolus of any threatened or actual claim of invalidity or revocation or opposition of any of the Licensed Patents and shall provide full details and all such information available to it regarding such threatened or actual claim. Autolus Licensee shall have the right (but not obligation) to control, direct any actions for invalidity, revocation or oppositions issued against make the Responsible Patents. UCLB shall do (or not do) all final decision regarding prosecution of such things as are reasonably directed by Autolus to enable Autolus to control, direct and conduct such proceedingsclaims, including allowing Autolus’s legal representatives to conduct such proceedings in UCLB’s name where required or beneficial provided that Autolus indemnifies UCLB and/or its Affiliates for any Third Party costs, damages, expenses or liability incurred by UCLB and/or its Affiliates as a direct result of UCLB and/or its Affiliates assisting Autolus to conduct such proceedings subject to Clause 18.9. Autolus shall pay UCLB for any reasonable (economy) travel and reasonable subsistence costs incurred by UCLB and/or its Affiliates as a result of assisting Autolus under this Clause 18.2.1(vii); (viii) in respect of the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent, if the validity filing of any of them is challenged and UCLB (new claims relating to Licensed Products or its other licensees) does not defend such challenge, then Autolus shall have the right (but not the obligation) to control, direct and conduct such proceedingsmanufacture or use thereof. UCLB shall do (or not do) Licensee agrees that all such things as are reasonably directed by Autolus to enable Autolus to control, direct and conduct such proceedings, including allowing Autolus’s legal representatives to conduct such litigation in UCLB’s name where required or beneficial provided that Autolus indemnifies UCLB and/or its Affiliates for any Third Party costs, damages, expenses or liability incurred by UCLB and/or its Affiliates as a direct result of assisting Autolus subject to Clause 18.9. Autolus shall pay UCLB’s and/or its Affiliates for any reasonable (economy) travel and reasonable subsistence costs incurred by UCLB and/or its Affiliates as a result of assisting Autolus under this Clause 18.2.1(viii). Autolus shall consult and co-operate with UCLB and its licensees outside of the RQR8 Field and/or under the CAT19 Patent Rights and the TetCAR Patent Rights if it elects to defend such challenge; (ix) UCLB shall provide assistance to and co-operate with Autolus in accordance with this Clause 18 without any further cost to Autolus, save that (i) if UCLB personnel are required to participate in any opposition proceeding (or comparable proceeding before patent offices and courts) which requires full time involvement for more than [***] per annum per Program IP under any Program Licence, then for such excess co-operation beyond the [***] for that Program IP Autolus shall reimburse UCLB its reasonable costs, and (ii) this provision shall be without prejudice to the indemnity given in Clauses 18.2.1(vii) or 18.2.1(viii); and, (x) any enforcement of the Licensed Patents shall be subject to Clause 19. 18.2.2 In respect of the Responsible Patents, Autolus shall: (i) subject to UCLB’s compliance with Clause 18.2.1, be responsible for the Patent Prosecution Costs for the Responsible Patents; (ii) keep UCLB informed of developments in the preparation, filing, prosecution and maintenance of the Responsible Patents and shall provide UCLB with copies of all material correspondence to and from its patent attorneys or patent offices in relation to the Responsible Patents and shall provide UCLB reasonable notice of and the opportunity at its own cost to participate in any conference calls or meetings with Autolus’s patent attorneys in relation to the drafting, filing, prosecution and maintenance of the Responsible Patents; (iii) consult with UCLB in connection with Autolus’s strategy for the prosecution and maintenance of the Responsible Patents; (iv) take into account any reasonable comments and suggestions of UCLB in relation documentation relating to the prosecution and maintenance of the Responsible Patents; andPatent Rights shall be the Confidential Information of both Parties. Without limiting the foregoing, Institute shall use all reasonable efforts to amend any patent application to include claims reasonably requested by Licensee to protect the products contemplated to be sold under this Agreement and the activities being conducted under the Research Agreement. (vb) notify UCLB Licensee shall have the first right, and shall use Commercially Reasonable Efforts to diligently prosecute and maintain any patents and patent applications arising from activities conducted under the Research Agreement that relate to (i) Allogeneic CTLs or Allogeneic CTL Products, and (ii) Autologous CTL Products that are EBV-Specific CTL Products, and (iii) New CTL Products and Program [***], in each case of (i), (ii) and (iii), provided that such patents and patent applications do not claim priority to any patent or patent application included in the Base Patent Rights (in which case Section 13.2(a) shall apply) (the “Research Agreement Patent Rights”), at Licensee’s expense, using United States based patent counsel of its choice reasonably acceptable to Institute; provided, however, that Institute shall reimburse Licensee for fifty percent (50%) of all prosecution and maintenance costs (including attorney’s fees) incurred by Licensee for the filing, prosecution and maintenance of any patents and patent applications claiming priority to, or having common priority with, PCT Application Number PCT/AU2013/001216 (“Improved Human Herpesvirus Immunotherapy”) (including such patent application itself). For clarity, any Patent Rights Controlled by Institute as of the date upon which the Parties mutually agree in writing to include a New Research Program within the Research Agreement, and New CTL Products arising from such New Research Program within the scope of this Agreement (each, a “New Research Program Inclusion Date”) that relate specifically to such New Research Program (including the Target thereof) or such New CTL Products (the “New Research Patent Rights”) shall be considered Research Agreement Patent Rights as of the New Research Program Inclusion Date, and shall be subject to this Section 13.2. Promptly following any New Research Program Inclusion Date, unless the Parties otherwise agree in writing, Institute will transfer to Licensee, or to counsel of Licensee’s choice reasonably acceptable to Institute, all relevant documentation required for Licensee to assume responsibility for prosecution and maintenance of such New Research Patent Rights. Following the New Research Program Inclusion Date, Licensee will provide Institute promptly with copies of all relevant documentation so that Institute will be informed of the continuing prosecution and may comment upon such documentation sufficiently in advance of any steps Autolus proposes be taken which would change the specification or reduce the scope of the claims of any Responsible Patent, and having done so shall take into account initial deadline for filing a response. Licensee agrees that it will incorporate any reasonable comments and suggestions promptly proposed by UCLB Institute in relation to such stepsprosecution activities, provided that with respect to any claims of the Research Agreement Patent Rights that relate directly to Autologous CTLs or Autologous CTL Products, or the manufacture or use thereof, Institute shall have the right to make the final decision regarding prosecution of such claims, including the filing of any new claims relating to Autologous CTLs or Autologous CTL Products, or the manufacture or use thereof. 18.2.3 In respect of the [***] Existing Patent: (ic) UCLB shall, subject Each Party agrees that all documentation relating to Clause 7.2, be responsible for all the Patent Prosecution Costs of the prosecution and maintenance of the same;Patent Rights shall be the Confidential Information of both Parties. Without limiting the foregoing, Institute shall use all reasonable efforts to amend any patent application to include claims reasonably requested by Licensee to protect the products contemplated to be sold under this Agreement and the activities being conducted under the Research Agreement. (iid) UCLB and Autolus shall collaborate to define the optimal strategy for filing, maintenance and prosecution The Parties agree that as of the [***] Existing Patent; and (iii) UCLB Execution Date, Institute shall keep Autolus informed of developments relating have the sole right to prosecute and maintain, and Licensee shall have no obligation to pay any costs or expenses incurred after the Execution Date in relation to the preparationprosecuting and maintaining of, filingthe patent applications listed in Schedule 13.2 or any patent or patent application claiming priority thereto, prosecution and maintenance of the [***] Existing Patentsor having common priority therewith.

Patent Prosecution. 18.2.1 In respect of the Licensed Patents: (i) UCLB shall not Surrender any of them without the prior written consent of Autolus; (ii) from the Effective Date and during the Term for so long as Autolus holds a licence to the same, subject to Clause 18.2.2 Autolus shall at its expense have the exclusive control and conduct of all on-going prosecution and maintenance steps in respect of the Licensed Patents but excluding the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent (the “Responsible Patents”); (iii) UCLB shall provide all reasonable or appropriate assistance and cooperation required by Autolus to enable Autolus to efficiently and effectively discharge the prosecution and maintenance of the Responsible Patents and in doing so, UCLB shall follow all directions and instructions of Autolus and do all things reasonably required by Autolus with respect to the Responsible Patents; (iv) UCLB shall ensure that all documents and correspondence that it, or its agents or other licensees receive in connection with any of the Licensed Patents shall be promptly and in any event within seven (7) days forwarded to Autolus, and without limiting the foregoing, UCLB shall keep Autolus promptly informed in advance of any steps taken regarding the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent;; 92 EXHIBIT 10.1 ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 230.406 (v) UCLB shall instruct those professional advisors, patent agents and lawyers who act on behalf of UCLB in the prosecution of the Responsible Patents to co-operate with Autolus, accept instructions from Autolus as if they were direct from UCLB and provide all history on the prosecution of the Responsible Patents to Autolus; (vi) Autolus shall be entitled, at its discretion and cost, to appoint alternative counsel to take over the prosecution of the Responsible Patents; (vii) UCLB shall promptly notify Autolus of any threatened or actual claim of invalidity or revocation or opposition of any of the Licensed Patents and shall provide full details and all such information available to it regarding such threatened or actual claim. Autolus shall have the right (but not obligation) to control, direct any actions for invalidity, revocation or oppositions issued against the Responsible Patents. UCLB shall do (or not do) all such things as are reasonably directed by Autolus to enable Autolus to control, direct and conduct such proceedings, including allowing Autolus’s legal representatives to conduct such proceedings in UCLB’s name where required or beneficial provided that Autolus indemnifies UCLB and/or its Affiliates for any Third Party costs, damages, expenses or liability incurred by UCLB and/or its Affiliates as a direct result of UCLB and/or its Affiliates assisting Autolus to conduct such proceedings subject to Clause 18.9. Autolus shall pay UCLB for any reasonable (economy) travel and reasonable subsistence costs incurred by UCLB and/or its Affiliates as a result of assisting Autolus under this Clause 18.2.1(vii); (viii) in respect of the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent, if the validity of any of them is challenged and UCLB (or its other licensees) does not defend such challenge, then Autolus shall have the right (but not the obligation) to control, direct and conduct such proceedings. UCLB shall do (or not do) all such things as are reasonably directed by Autolus to enable Autolus to control, direct and conduct such proceedings, including allowing Autolus’s legal representatives to conduct such litigation in UCLB’s name where required or beneficial provided that Autolus indemnifies UCLB and/or its Affiliates for any Third Party costs, damages, expenses or liability incurred by UCLB and/or its Affiliates as a direct result of assisting Autolus subject to Clause 18.9. Autolus shall pay UCLB’s and/or its Affiliates for any reasonable (economy) travel and reasonable subsistence costs incurred by UCLB and/or its Affiliates as a result of assisting Autolus under this Clause 18.2.1(viii). Autolus shall consult and co-operate with UCLB and its licensees outside of the RQR8 Field and/or under the CAT19 Patent Rights and the TetCAR Patent Rights if it elects to defend such challenge;; EXHIBIT 10.1 ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 230.406 (ix) UCLB shall provide assistance to and co-operate with Autolus in accordance with this Clause 18 without any further cost to Autolus, save that (i) if UCLB personnel are required to participate in any opposition proceeding (or comparable proceeding before patent offices and courts) which requires full time involvement for more than [***] per annum per Program IP under any Program Licence, then for such excess co-operation beyond the [***] for that Program IP Autolus shall reimburse UCLB its reasonable costs, and (ii) this provision shall be without prejudice to the indemnity given in Clauses 18.2.1(vii) or 18.2.1(viii); and, (x) any enforcement of the Licensed Patents shall be subject to Clause 19. 18.2.2 In respect of the Responsible Patents, Autolus shall: (i) subject to UCLB’s compliance with Clause 18.2.1, be responsible for the Patent Prosecution Costs for the Responsible Patents; (ii) keep UCLB informed of developments in the preparation, filing, prosecution and maintenance of the Responsible Patents and shall provide UCLB with copies of all material correspondence to and from its patent attorneys or patent offices in relation to the Responsible Patents and shall provide UCLB reasonable notice of and the opportunity at its own cost to participate in any conference calls or meetings with Autolus’s patent attorneys in relation to the drafting, filing, prosecution and maintenance of the Responsible Patents; (iii) consult with UCLB in connection with Autolus’s strategy for the prosecution and maintenance of the Responsible Patents; (iv) take into account any reasonable comments and suggestions of UCLB in relation to the prosecution and maintenance of the Responsible Patents; and (v) notify UCLB in advance of any steps Autolus proposes be taken which would change the specification or reduce the scope of the claims of any Responsible Patent, and having done so shall take into account any reasonable comments and suggestions promptly proposed by UCLB in relation to such steps.. 94 EXHIBIT 10.1 ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 230.406 18.2.3 In respect of the [***] Existing Patent: (i) UCLB shall, subject to Clause 7.2, be responsible for all the Patent Prosecution Costs of the prosecution and maintenance of the same; (ii) UCLB and Autolus shall collaborate to define the optimal strategy for filing, maintenance and prosecution of the [***] Existing Patent; and (iii) UCLB shall keep Autolus informed of developments relating to the preparation, filing, prosecution and maintenance of the [***] Existing Patents.

Patent Prosecution. 18.2.1 In 6.01 The Parties acknowledge that Licensor has granted a separate license in respect of the Licensed PatentsTechnology and the Licensed Patents for use in vaccines to prevent infectious disease in non-humans but as more particularly described in such license dated for reference the 29th day of February, 2000, a copy of which has been provided to Licensee (herein the "Novartis License"). Pursuant to the provisions of Article VI and Article VII of the Novartis License, the licensee thereunder (such license, its successors and assigns herein referred to as "Novartis") has several entitlements, obligations or responsibilities including the following: (ia) UCLB shall to file applications, to prosecute and maintain the Licensed Patents including additions, continuations, divisions and the like thereto; (a) to discontinue prosecutions and applications and to advise and provide Licensor with the option to proceed with filings, applications and prosecutions; (a) to regularly apprise Licensor and at Licensor's direction on a confidential basis Licensor's other licensees of the Licensed Patents of the status of patent applications and of approved patents; (a) to make to Licensor and at Licensor's direction on a confidential basis to other licensees of the Licensed Patents who have an interest in an application or registration respecting a Licensed Patent complete disclosure other than a disclosure which specifically relates to the license granted under the Novartis License and which does not Surrender affect such other licensee's interest in the Licensed Patent(s); (a) to consult with Licensor and at Licensor's direction on a confidential basis its other licensees of the Licensed Patents respecting any actions or prosecutions affecting Licensed Patents and to insure that any actions of them Novartis do not adversely affect such other licensees without the prior written consent of Autolus;Licensor; and (iia) from the Effective Date to cooperate with Licensor and during the Term for so long as Autolus holds at Licensor's direction on a licence to the same, subject to Clause 18.2.2 Autolus shall at its expense have the exclusive control and conduct of all on-going prosecution and maintenance steps in respect confidential basis Licensor's other licensees of the Licensed Patents but excluding in the RQR8 Patent Rightsapplication, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent (the “Responsible Patents”); (iii) UCLB shall provide all reasonable or appropriate assistance and cooperation required by Autolus to enable Autolus to efficiently and effectively discharge the prosecution and maintenance filing of the Responsible Patents any continuations, continuations-inpart, divisions, patents of additions, re-issues, renewals and in doing soextensions, UCLB shall follow all directions and instructions of Autolus and do all things reasonably required by Autolus with respect to the Responsible Patents; (iv) UCLB shall ensure that all documents and correspondence that it, further applications or its agents or other licensees receive in connection with any defense of the Licensed Patents shall be promptly and in any event within seven (7) days forwarded desired by Licensor or affecting such other licensees provided that the same is not adverse to Autolus, and without limiting the foregoing, UCLB shall keep Autolus promptly informed in advance rights of any steps taken regarding the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent; (v) UCLB shall instruct those professional advisors, patent agents and lawyers who act on behalf of UCLB in the prosecution of the Responsible Patents to co-operate with Autolus, accept instructions from Autolus as if they were direct from UCLB and provide all history on the prosecution of the Responsible Patents to Autolus; (vi) Autolus shall be entitled, at its discretion and cost, to appoint alternative counsel to take over the prosecution of the Responsible Patents; (vii) UCLB shall promptly notify Autolus of any threatened or actual claim of invalidity or revocation or opposition of any of Novartis under the Licensed Patents and shall provide full details and all such information available to it regarding such threatened or actual claim. Autolus shall have the right (but not obligation) to control, direct any actions for invalidity, revocation or oppositions issued against the Responsible Patents. UCLB shall do (or not do) all Novartis is entitled to reimbursement by Licensor of its out of pocket expenditures incurred in providing such things as are reasonably directed cooperation which is to be reimbursed to Licensor by Autolus to enable Autolus to control, direct and conduct such proceedings, including allowing Autolus’s legal representatives to conduct such proceedings in UCLB’s name where required or beneficial provided that Autolus indemnifies UCLB and/or its Affiliates for any Third Party costs, damages, expenses or liability incurred by UCLB and/or its Affiliates as a direct result of UCLB and/or its Affiliates assisting Autolus to conduct such proceedings subject to Clause 18.9. Autolus shall pay UCLB for any reasonable (economy) travel and reasonable subsistence costs incurred by UCLB and/or its Affiliates as a result of assisting Autolus under this Clause 18.2.1(vii); (viii) in respect of the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent, if the validity of any of them is challenged and UCLB (or its other licensees) does not defend such challenge, then Autolus shall have the right (but not the obligation) to control, direct and conduct such proceedings. UCLB shall do (or not do) all such things as are reasonably directed by Autolus to enable Autolus to control, direct and conduct such proceedings, including allowing Autolus’s legal representatives to conduct such litigation in UCLB’s name where required or beneficial provided that Autolus indemnifies UCLB and/or its Affiliates for any Third Party costs, damages, expenses or liability incurred by UCLB and/or its Affiliates as a direct result of assisting Autolus subject to Clause 18.9. Autolus shall pay UCLB’s and/or its Affiliates for any reasonable (economy) travel and reasonable subsistence costs incurred by UCLB and/or its Affiliates as a result of assisting Autolus under this Clause 18.2.1(viii). Autolus shall consult and co-operate with UCLB and its licensees outside of the RQR8 Field and/or under the CAT19 Patent Rights and the TetCAR Patent Rights if it elects to defend such challenge; (ix) UCLB shall provide assistance to and co-operate with Autolus in accordance with this Clause 18 without any further cost to Autolus, save that (i) if UCLB personnel are required to participate in any opposition proceeding (or comparable proceeding before patent offices and courts) which requires full time involvement for more than [***] per annum per Program IP under any Program Licence, then for such excess co-operation beyond the [***] for that Program IP Autolus shall reimburse UCLB its reasonable costs, and (ii) this provision shall be without prejudice to the indemnity given in Clauses 18.2.1(vii) or 18.2.1(viii); and, (x) any enforcement of the Licensed Patents shall be subject to Clause 19Licensee hereunder. 18.2.2 In respect of the Responsible Patents, Autolus shall: (i) subject to UCLB’s compliance with Clause 18.2.1, be responsible for the Patent Prosecution Costs for the Responsible Patents; (ii) keep UCLB informed of developments in the preparation, filing, prosecution and maintenance of the Responsible Patents and shall provide UCLB with copies of all material correspondence to and from its patent attorneys or patent offices in relation to the Responsible Patents and shall provide UCLB reasonable notice of and the opportunity at its own cost to participate in any conference calls or meetings with Autolus’s patent attorneys in relation to the drafting, filing, prosecution and maintenance of the Responsible Patents; (iii) consult with UCLB in connection with Autolus’s strategy for the prosecution and maintenance of the Responsible Patents; (iv) take into account any reasonable comments and suggestions of UCLB in relation to the prosecution and maintenance of the Responsible Patents; and (v) notify UCLB in advance of any steps Autolus proposes be taken which would change the specification or reduce the scope of the claims of any Responsible Patent, and having done so shall take into account any reasonable comments and suggestions promptly proposed by UCLB in relation to such steps. 18.2.3 In respect of the [***] Existing Patent: (i) UCLB shall, subject to Clause 7.2, be responsible for all the Patent Prosecution Costs of the prosecution and maintenance of the same; (ii) UCLB and Autolus shall collaborate to define the optimal strategy for filing, maintenance and prosecution of the [***] Existing Patent; and (iii) UCLB shall keep Autolus informed of developments relating to the preparation, filing, prosecution and maintenance of the [***] Existing Patents.

Patent Prosecution. 18.2.1 In respect of 8.1. Hoth agrees that it will be solely responsible for any and all patent prosecution and maintenance costs related to the Licensed Patents: (i) UCLB shall not Surrender any of them without the prior written consent of Autolus; (ii) Patent Rights licensed hereunder from the Effective Date and during the Term of this Agreement. Hoth agrees to either pay such costs directly or to reimburse Chelexa for so long as Autolus holds a licence such costs to the same, subject extent that Chelexa is obligated to Clause 18.2.2 Autolus shall at its expense have the exclusive control and conduct of all on-going prosecution and maintenance steps in respect of the Licensed Patents but excluding the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent (the “Responsible Patents”); (iii) UCLB shall provide all reasonable or appropriate assistance and cooperation required by Autolus pay over such costs to enable Autolus to efficiently and effectively discharge the prosecution and maintenance of the Responsible Patents and in doing so, UCLB shall follow all directions and instructions of Autolus and do all things reasonably required by Autolus with respect to the Responsible Patents; (iv) UCLB shall ensure that all documents and correspondence that it, or its agents or other licensees receive in connection with any of the Licensed Patents shall be promptly and in any event within seven (7) days forwarded to Autolus, and without limiting the foregoing, UCLB shall keep Autolus promptly informed in advance of any steps taken regarding the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent; (v) UCLB shall instruct those professional advisors, patent agents and lawyers who act on behalf of UCLB in the prosecution of the Responsible Patents to co-operate with Autolus, accept instructions from Autolus as if they were direct from UCLB and provide all history on the prosecution of the Responsible Patents to Autolus; (vi) Autolus shall be entitled, at its discretion and cost, to appoint alternative counsel to take over the prosecution of the Responsible Patents; (vii) UCLB shall promptly notify Autolus of any threatened or actual claim of invalidity or revocation or opposition of any of the Licensed Patents and shall provide full details and all such information available to it regarding such threatened or actual claim. Autolus shall have the right (but not obligation) to control, direct any actions for invalidity, revocation or oppositions issued against the Responsible Patents. UCLB shall do (or not do) all such things as are reasonably directed by Autolus to enable Autolus to control, direct and conduct such proceedings, including allowing Autolus’s legal representatives to conduct such proceedings in UCLB’s name where required or beneficial provided that Autolus indemnifies UCLB and/or its Affiliates for any Third Party costs, damages, expenses or liability incurred by UCLB and/or its Affiliates as a direct result of UCLB and/or its Affiliates assisting Autolus to conduct such proceedings subject to Clause 18.9. Autolus shall pay UCLB for any reasonable (economy) travel and reasonable subsistence costs incurred by UCLB and/or its Affiliates as a result of assisting Autolus under this Clause 18.2.1(vii); (viii) in respect of the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent, if the validity of any of them is challenged and UCLB (or its other licensees) does not defend such challenge, then Autolus shall have the right (but not the obligation) to control, direct and conduct such proceedings. UCLB shall do (or not do) all such things as are reasonably directed by Autolus to enable Autolus to control, direct and conduct such proceedings, including allowing Autolus’s legal representatives to conduct such litigation in UCLB’s name where required or beneficial provided that Autolus indemnifies UCLB and/or its Affiliates for any Third Party costs, damages, expenses or liability incurred by UCLB and/or its Affiliates as a direct result of assisting Autolus subject to Clause 18.9. Autolus shall pay UCLB’s and/or its Affiliates for any reasonable (economy) travel and reasonable subsistence costs incurred by UCLB and/or its Affiliates as a result of assisting Autolus under this Clause 18.2.1(viii). Autolus shall consult and co-operate with UCLB and its licensees outside of the RQR8 Field and/or under the CAT19 Patent Rights and the TetCAR Patent Rights if it elects to defend such challenge; (ix) UCLB shall provide assistance to and co-operate with Autolus in accordance with this Clause 18 without any further cost to Autolus, save that (i) if UCLB personnel are required to participate in any opposition proceeding (or comparable proceeding before patent offices and courts) which requires full time involvement for more than [***] per annum per Program IP under any Program Licence, then for such excess co-operation beyond the [***] for that Program IP Autolus shall reimburse UCLB its reasonable costs, and (ii) this provision shall be without prejudice to the indemnity given in Clauses 18.2.1(vii) or 18.2.1(viii); and, (x) any enforcement of the Licensed Patents shall be subject to Clause 19UC. 18.2.2 In respect of the Responsible Patents, Autolus shall: (i) subject to UCLB’s compliance with Clause 18.2.1, be responsible 8.2. Hoth shall arrange for the Patent Prosecution Costs for the Responsible Patents; (ii) keep UCLB informed of developments in the preparation, filing, prosecution and maintenance of any and all patent applications and patents included in the Responsible Patents and shall provide UCLB with copies Invention Right s by counsel of all material correspondence to and from its patent attorneys or patent offices in relation to the Responsible Patents and shall provide UCLB reasonable notice of and the opportunity at its own cost to participate in any conference calls or meetings with Autolus’s patent attorneys in relation to the drafting, filing, prosecution and maintenance of the Responsible Patents; (iii) selection. Hoth shall consult with UCLB in connection with Autolus’s strategy for the prosecution and maintenance of the Responsible Patents; (iv) take into account any reasonable comments and suggestions of UCLB in relation to the prosecution and maintenance of the Responsible Patents; and (v) notify UCLB in advance of any steps Autolus proposes be taken which would change the specification or reduce the scope of the claims of any Responsible Patent, and having done so shall take into account any reasonable comments and suggestions promptly proposed by UCLB in relation to such steps. 18.2.3 In respect of the [***] Existing Patent: (i) UCLB shall, subject to Clause 7.2, be responsible for all the Patent Prosecution Costs of the prosecution and maintenance of the same; (ii) UCLB and Autolus shall collaborate to define the optimal strategy for filing, maintenance and prosecution of the [***] Existing Patent; and (iii) UCLB shall keep Autolus informed of developments relating Chelexa as to the preparation, filing, prosecution and maintenance of such patent applications and patents and shall furnish to Chelexa copies of documents relevant to any such preparation, filing, prosecution or maintenance. To the [***] Existing Patentsextent Hoth arranges for the preparation, filing, prosecution or maintenance of any such patent applications or patents, Hoth will own all right, title, and interest in and to such patents, patent applications, and related continuation, continuation-in-part, reissue, divisional, international, foreign, or other related patent applications, inclusive of any and all trade secrets, know how, or other inventions, whether or not patentable, related thereto and developed pursuant to this Agreement. If Hoth elects not to file, prosecute or maintain a patent application or patent included in the Invention Rights that is owned solely by UC or Chelexa, or jointly by Hoth and either or both UC and Chelexa, Chelexa shall be given the opportunity to do so at its own expense. Said Invention Right will be free and clear of this Agreement, and in the case of jointly-owned patents, Hoth will retain its joint ownership rights and the Parties will have no duty of royalty or accounting to each other with respect to such jointly-owned patents. 8.3. Chelexa agrees to cooperate fully with Hoth in the preparation, filing, and maintenance of the patent applications and patents included within the Invention Rights. Hoth agrees to promptly reimburse Chelexa for any out-of-pocket expenses it may incur at Hoth’s request under this Article 8. 8.4. If Hoth chooses to discontinue its prosecution or payment of the continued filing, prosecution or maintenance of any particular patent application or patent within the Patent Rights it will so inform Chelexa in sufficient time prior to implementation of such decision to allow Chelexa to assume such duties. Chelexa then shall have the right but not the obligation to file, prosecute, or maintain such patent or patent application at its own expense. In such a case said patent or patent application will be free and clear of this Agreement and Chelexa will be free to exploit and to assign or license or otherwise d is pose of any such patent or patent application to third parties without further obligation to Hoth. 8.5. In the event that any claim of any patent application within the Patent Rights is canceled, abandoned, or otherwise disallowed by a final non appealable action of a Patent Office having jurisdiction, or in the event that any claim of any patent within the Patent Rights is held invalid or unenforceable by a non-appealable decision by any court of competent jurisdiction, such claim will be excluded from this Agreement as of the date of final disallowance or final decision of invalidity or non- enforceability .

Patent Prosecution. 18.2.1 In respect (a) The Genelabs Patents in existence as of the Licensed Patents: (i) UCLB shall not Surrender any of them without the prior written consent of Autolus; (ii) from the Effective Date are listed in Exhibit 1.B hereto. The Parties shall update such Exhibit as appropriate (at least once per Calendar Quarter) to add to Exhibit 1.B each Collaboration Patent filed after the Effective Date. (b) Genelabs will be solely responsible, in consultation with PHARMA, for filing, prosecuting and during maintaining the Term for so long as Autolus holds a licence Genelabs Patents, at its own expense, with PHARMA having the right to review and comment on strategic decisions and drafts of substantive patent submissions with respect thereto. Genelabs shall comply with, and incorporate in the applicable patent submissions, all PHARMA comments submitted pursuant to the sameforegoing sentence, unless Genelabs has reasonable objection thereto and discusses such objections with PHARMA. With respect to each Genelabs Patent, Genelabs shall prosecute such Patent in the jurisdictions set forth on Exhibit 7.2 as being Genelabs’ responsibility. Genelabs will keep PHARMA regularly and fully informed of the status of such Genelabs Patents and provide copies of all substantive documentation submitted to, or received from, the patent offices in connection therewith. (c) In the event that Genelabs declines to file, prosecute or maintain any Genelabs Patent, it shall give PHARMA reasonable notice of at least [**] to this effect, sufficiently in advance to permit PHARMA to undertake such filing, prosecution and maintenance without a loss of rights, and thereafter PHARMA may, upon written notice to Genelabs, file and prosecute such Genelabs Patents and maintain such Genelabs Patents in Genelabs’ name, all at PHARMA’s expense (subject to the immediately following sentence), and all such Genelabs Patents shall remain owned exclusively by Genelabs, subject to Clause 18.2.2 Autolus the provisions of Section 3.1. If PHARMA incurs filing, prosecution and/or maintenance expenses with respect to Genelabs Patents owned by Genelabs in accordance with the immediately preceding sentence, PHARMA shall at its expense be entitled to deduct [**] from the payments due for [**] payable to Genelabs pursuant to this Agreement, subject to the Agreed Limit. Any portion of such expenses that PHARMA is entitled to deduct in accordance with the foregoing but which PHARMA is unable to deduct in any Calendar Quarter due to application of the Agreed Limit shall be rolled forward and deducted in the next Calendar Quarter for purposes hereof (subject to the Agreed Limit in such next Calendar Quarter) and so on until PHARMA has fully deducted the full amount of such expenses. PHARMA will keep Genelabs regularly and fully informed of the status of such Genelabs Patents and provide copies of all substantive documentation submitted to, or received from, the patent offices in connection therewith. Genelabs shall have the exclusive control right to review and conduct comment on strategic decisions and drafts of substantive patent submissions with respect thereto. PHARMA shall comply with, and incorporate in the applicable patent submissions, all Genelabs comments submitted pursuant to the foregoing sentence, unless PHARMA has reasonable objection thereto and discusses such objections with Genelabs. (d) PHARMA may, but is not obligated, to file and prosecute Genelabs Patents and maintain such Genelabs Patents in Genelabs’ name, all at PHARMA’s expense (subject to the immediately following sentence), in the countries listed on Exhibit 7.2 as being PHARMA’s responsibility and in any other countries in its sole discretion, and all such Genelabs Patents shall remain owned exclusively by Genelabs, subject to the provisions of Section 3.1. If PHARMA incurs filing, prosecution and/or maintenance expenses with respect to Genelabs Patents owned by Genelabs in accordance with the immediately preceding sentence, PHARMA shall be entitled to deduct [**] from the payments due for [**] payable to Genelabs pursuant to this Agreement, subject to the Agreed Limit. Any portion of such expenses that PHARMA is entitled to deduct in accordance with the foregoing but which PHARMA is unable to deduct in any Calendar Quarter due to application of the Agreed Limit shall be rolled forward and deducted in the next Calendar Quarter for purposes hereof (subject to the Agreed Limit in such next Calendar Quarter) and so on until PHARMA has fully deducted the full amount of such expenses. PHARMA will keep Genelabs regularly and fully informed of the status of such Genelabs Patents and provide copies of all on-going substantive documentation submitted to, or received from, the patent offices in connection therewith. Genelabs shall have the right to review and comment on strategic decisions and drafts of substantive patent submissions with respect thereto. PHARMA shall comply with, and incorporate in the applicable patent submissions, all Genelabs comments submitted pursuant to the foregoing sentence, unless PHARMA has reasonable objection thereto and discusses such objections with Genelabs. In the event that PHARMA declines to file, prosecute or maintain any Genelabs Patent, it shall give Genelabs reasonable notice of at least [**] to this effect, sufficiently in advance to permit Genelabs to undertake such filing, prosecution and maintenance steps without a loss of rights, and cooperate in transferring prosecution rights and applicable patent files to Genelabs. Such Patents transferred to Genelabs shall remain subject to the provisions of Section 3.1. (e) PHARMA will be solely responsible for filing, prosecuting and maintaining the PHARMA Patents at its own expense. (f) PHARMA will be responsible for filing, prosecuting and maintaining Joint Patents, with Genelabs having the right to review and comment on drafts of substantive patent submissions with respect thereto. PHARMA will keep Genelabs regularly and fully informed of the Licensed status of such Joint Patents but excluding the RQR8 Patent Rightsand provide copies of all substantive documentation submitted to, or received from, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent (the “Responsible Patents”); (iii) UCLB shall provide all reasonable or appropriate assistance and cooperation required by Autolus to enable Autolus to efficiently and effectively discharge patent offices in connection therewith. Genelabs will assist PHARMA in connection with the prosecution and maintenance of the Responsible Patents such Joint Patents, including by providing access to relevant Persons and in doing so, UCLB shall follow executing and producing all directions and instructions of Autolus and do all things reasonably required by Autolus with respect to the Responsible Patents;documentation. (ivg) UCLB PHARMA shall ensure that all documents and correspondence that itgive timely notice to Genelabs of any decision not to file applications for, or to cease prosecution and/or maintenance of any Joint Patent, or not to continue to pay the expenses of prosecution and/or maintenance of any Joint Patent, on a country-by-country basis and shall permit Genelabs, at its agents sole discretion and expense, to file or to continue prosecution or maintenance of such Joint Patent. PHARMA will provide such notice at least [**] prior to any filing or payment due date, or any other licensees receive due date that requires action, in connection with any of the Licensed such Patent. (h) The Parties agree that Joint Patents shall be promptly and in any event within seven (7) days forwarded exclusively licensed to Autolus, and without limiting the foregoing, UCLB shall keep Autolus promptly informed in advance of any steps taken regarding the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent; (v) UCLB shall instruct those professional advisors, patent agents and lawyers who act on behalf of UCLB in the prosecution of the Responsible Patents to co-operate with Autolus, accept instructions from Autolus as if they were direct from UCLB and provide all history on the prosecution of the Responsible Patents to Autolus; (vi) Autolus shall be entitled, at its discretion and cost, to appoint alternative counsel to take over the prosecution of the Responsible Patents; (vii) UCLB shall promptly notify Autolus of any threatened or actual claim of invalidity or revocation or opposition of any of the Licensed Patents and shall provide full details and all such information available to it regarding such threatened or actual claim. Autolus shall have the right (but not obligation) to control, direct any actions for invalidity, revocation or oppositions issued against the Responsible Patents. UCLB shall do (or not do) all such things as are reasonably directed by Autolus to enable Autolus to control, direct and conduct such proceedings, including allowing Autolus’s legal representatives to conduct such proceedings in UCLB’s name where required or beneficial provided that Autolus indemnifies UCLB and/or its Affiliates for any Third Party costs, damages, expenses or liability incurred by UCLB and/or its Affiliates as a direct result of UCLB and/or its Affiliates assisting Autolus to conduct such proceedings subject to Clause 18.9. Autolus shall pay UCLB for any reasonable (economy) travel and reasonable subsistence costs incurred by UCLB and/or its Affiliates as a result of assisting Autolus under this Clause 18.2.1(vii); (viii) in respect of the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent, if the validity of any of them is challenged and UCLB (or its other licensees) does not defend such challenge, then Autolus shall have the right (but not the obligation) to control, direct and conduct such proceedings. UCLB shall do (or not do) all such things as are reasonably directed by Autolus to enable Autolus to control, direct and conduct such proceedings, including allowing Autolus’s legal representatives to conduct such litigation in UCLB’s name where required or beneficial provided that Autolus indemnifies UCLB and/or its Affiliates for any Third Party costs, damages, expenses or liability incurred by UCLB and/or its Affiliates as a direct result of assisting Autolus subject to Clause 18.9. Autolus shall pay UCLB’s and/or its Affiliates for any reasonable (economy) travel and reasonable subsistence costs incurred by UCLB and/or its Affiliates as a result of assisting Autolus under this Clause 18.2.1(viii). Autolus shall consult and co-operate with UCLB and its licensees outside of the RQR8 Field and/or under the CAT19 Patent Rights and the TetCAR Patent Rights if it elects to defend such challenge; (ix) UCLB shall provide assistance to and co-operate with Autolus PHARMA in accordance with the terms of this Clause 18 without any further cost to Autolus, save that (i) if UCLB personnel are required to participate in any opposition proceeding (or comparable proceeding before patent offices and courts) which requires full time involvement for more than [***] per annum per Program IP under any Program Licence, then for such excess co-operation beyond the [***] for that Program IP Autolus shall reimburse UCLB its reasonable costs, and (ii) this provision shall be without prejudice to the indemnity given in Clauses 18.2.1(vii) or 18.2.1(viii); and, (x) any enforcement of the Licensed Patents shall be subject to Clause 19Agreement. 18.2.2 In respect of the Responsible Patents, Autolus shall: (i) subject to UCLB’s compliance with Clause 18.2.1, be responsible for the Patent Prosecution Costs for the Responsible Patents; (ii) keep UCLB informed of developments in the preparation, filing, prosecution and maintenance of the Responsible Patents and shall provide UCLB with copies of all material correspondence to and from its patent attorneys or patent offices in relation to the Responsible Patents and shall provide UCLB reasonable notice of and the opportunity at its own cost to participate in any conference calls or meetings with Autolus’s patent attorneys in relation to the drafting, filing, prosecution and maintenance of the Responsible Patents; (iii) consult with UCLB in connection with Autolus’s strategy for the prosecution and maintenance of the Responsible Patents; (iv) take into account any reasonable comments and suggestions of UCLB in relation to the prosecution and maintenance of the Responsible Patents; and (v) notify UCLB in advance of any steps Autolus proposes be taken which would change the specification or reduce the scope of the claims of any Responsible Patent, and having done so shall take into account any reasonable comments and suggestions promptly proposed by UCLB in relation to such steps. 18.2.3 In respect of the [***] Existing Patent: (i) UCLB shall, subject to Clause 7.2, be responsible for all the Patent Prosecution Costs of the prosecution and maintenance of the same; (ii) UCLB and Autolus shall collaborate to define the optimal strategy for filing, maintenance and prosecution of the [***] Existing Patent; and (iii) UCLB shall keep Autolus informed of developments relating to the preparation, filing, prosecution and maintenance of the [***] Existing Patents.

Patent Prosecution. 18.2.1 In respect (a) Institute shall have the first right, and shall use Commercially Reasonable Efforts to diligently prosecute and maintain the Patent Rights existing as of the Licensed Patents: (i) UCLB shall not Surrender any of them without the prior written consent of Autolus; (ii) from the Original Effective Date and during the Term for so long as Autolus holds a licence licensed to the same, subject to Clause 18.2.2 Autolus shall at its expense have the exclusive control and conduct of all on-going prosecution and maintenance steps in respect of the Licensed Patents but excluding the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent Licensee hereunder (the “Responsible PatentsBase Patent Rights”); (iii) UCLB shall at Licensee’s expense, using United States based patent counsel of its choice reasonably acceptable to Licensee. Institute will provide Licensee promptly with copies of all reasonable or appropriate assistance and cooperation required by Autolus to enable Autolus to efficiently and effectively discharge relevant documentation so that Licensee will be informed of the continuing prosecution and maintenance of the Responsible Patents and in doing so, UCLB shall follow all directions and instructions of Autolus and do all things reasonably required by Autolus with respect to the Responsible Patents; (iv) UCLB shall ensure that all documents and correspondence that it, or its agents or other licensees receive in connection with any of the Licensed Patents shall be promptly and in any event within seven (7) days forwarded to Autolus, and without limiting the foregoing, UCLB shall keep Autolus promptly informed may comment upon such documentation sufficiently in advance of any steps taken regarding initial deadline for filing a response. Institute agrees that it will incorporate any reasonable comments by Licensee in relation to such prosecution activities, provided that with respect to any claims of the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Base Patent Rights and that relate directly to Licensed Products or the [***] Existing Patent; (v) UCLB shall instruct those professional advisorsmanufacture or use thereof, patent agents and lawyers who act on behalf of UCLB in the prosecution of the Responsible Patents to co-operate with Autolus, accept instructions from Autolus as if they were direct from UCLB and provide all history on the prosecution of the Responsible Patents to Autolus; (vi) Autolus shall be entitled, at its discretion and cost, to appoint alternative counsel to take over the prosecution of the Responsible Patents; (vii) UCLB shall promptly notify Autolus of any threatened or actual claim of invalidity or revocation or opposition of any of the Licensed Patents and shall provide full details and all such information available to it regarding such threatened or actual claim. Autolus Licensee shall have the right (but not obligation) to control, direct any actions for invalidity, revocation or oppositions issued against make the Responsible Patents. UCLB shall do (or not do) all final decision regarding prosecution of such things as are reasonably directed by Autolus to enable Autolus to control, direct and conduct such proceedingsclaims, including allowing Autolus’s legal representatives to conduct such proceedings in UCLB’s name where required or beneficial provided that Autolus indemnifies UCLB and/or its Affiliates for any Third Party costs, damages, expenses or liability incurred by UCLB and/or its Affiliates as a direct result of UCLB and/or its Affiliates assisting Autolus to conduct such proceedings subject to Clause 18.9. Autolus shall pay UCLB for any reasonable (economy) travel and reasonable subsistence costs incurred by UCLB and/or its Affiliates as a result of assisting Autolus under this Clause 18.2.1(vii); (viii) in respect of the RQR8 Patent Rights, the CAT19 Patent Rights, the TetCAR Patent Rights and the [***] Existing Patent, if the validity filing of any of them is challenged and UCLB (new claims relating to Licensed Products or its other licensees) does not defend such challenge, then Autolus shall have the right (but not the obligation) to control, direct and conduct such proceedingsmanufacture or use thereof. UCLB shall do (or not do) Licensee agrees that all such things as are reasonably directed by Autolus to enable Autolus to control, direct and conduct such proceedings, including allowing Autolus’s legal representatives to conduct such litigation in UCLB’s name where required or beneficial provided that Autolus indemnifies UCLB and/or its Affiliates for any Third Party costs, damages, expenses or liability incurred by UCLB and/or its Affiliates as a direct result of assisting Autolus subject to Clause 18.9. Autolus shall pay UCLB’s and/or its Affiliates for any reasonable (economy) travel and reasonable subsistence costs incurred by UCLB and/or its Affiliates as a result of assisting Autolus under this Clause 18.2.1(viii). Autolus shall consult and co-operate with UCLB and its licensees outside of the RQR8 Field and/or under the CAT19 Patent Rights and the TetCAR Patent Rights if it elects to defend such challenge; (ix) UCLB shall provide assistance to and co-operate with Autolus in accordance with this Clause 18 without any further cost to Autolus, save that (i) if UCLB personnel are required to participate in any opposition proceeding (or comparable proceeding before patent offices and courts) which requires full time involvement for more than [***] per annum per Program IP under any Program Licence, then for such excess co-operation beyond the [***] for that Program IP Autolus shall reimburse UCLB its reasonable costs, and (ii) this provision shall be without prejudice to the indemnity given in Clauses 18.2.1(vii) or 18.2.1(viii); and, (x) any enforcement of the Licensed Patents shall be subject to Clause 19. 18.2.2 In respect of the Responsible Patents, Autolus shall: (i) subject to UCLB’s compliance with Clause 18.2.1, be responsible for the Patent Prosecution Costs for the Responsible Patents; (ii) keep UCLB informed of developments in the preparation, filing, prosecution and maintenance of the Responsible Patents and shall provide UCLB with copies of all material correspondence to and from its patent attorneys or patent offices in relation to the Responsible Patents and shall provide UCLB reasonable notice of and the opportunity at its own cost to participate in any conference calls or meetings with Autolus’s patent attorneys in relation to the drafting, filing, prosecution and maintenance of the Responsible Patents; (iii) consult with UCLB in connection with Autolus’s strategy for the prosecution and maintenance of the Responsible Patents; (iv) take into account any reasonable comments and suggestions of UCLB in relation documentation relating to the prosecution and maintenance of the Responsible Patents; andPatent Rights shall be the Confidential Information of both Parties. Without limiting the foregoing, Institute shall use all reasonable efforts to amend any patent application to include claims reasonably requested by Licensee to protect the products contemplated to be sold under this Agreement and the activities being conducted under the Research Agreement. (vb) notify UCLB in advance of any steps Autolus proposes be taken which would change Licensee shall have the specification or reduce the scope of the claims of any Responsible Patentfirst right, and having done so shall take into account use Commercially Reasonable Efforts to diligently prosecute and maintain any reasonable comments patents and suggestions promptly proposed by UCLB in relation patent applications arising from activities conducted under the Research Agreement that relate to such steps. 18.2.3 In respect of the [***] Existing Patent: (i) UCLB shallAllogeneic CTLs or Allogeneic CTL Products, subject and (ii) Autologous CTL Products that are EBV-Specific CTL Products, and (iii) New CTL Products and Program [ * ], in each case of (i), (ii) and (iii), provided that such patents and patent applications do not claim priority to Clause 7.2any patent or patent application included in the Base Patent Rights (in which case Section 13.2(a) shall apply) (the “Research Agreement Patent Rights”), be responsible at Licensee’s expense, using United States based patent counsel of its choice reasonably acceptable to Institute; provided, however, that Institute shall reimburse Licensee for fifty percent (50%) of all the Patent Prosecution Costs of the prosecution and maintenance of costs (including attorney’s fees) incurred by Licensee for the same; (ii) UCLB and Autolus shall collaborate to define the optimal strategy for filing, maintenance and prosecution of the [***] Existing Patent; and (iii) UCLB shall keep Autolus informed of developments relating to the preparation, filing, prosecution and maintenance of the any patents and patent applications claiming priority to, or [***] Existing Patents]= Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. having common priority with, PCT Application Number PCT/AU2013/001216 (“Improved Human Herpesvirus Immunotherapy”) (including such patent application itself). For clarity, any Patent Rights Controlled by Institute as of the date upon which the Parties mutually agree in writing to include a New Research Program within the Research Agreement, and New CTL Products arising from such New Research Program within the scope of this Agreement (each, a “New Research Program Inclusion Date”) that relate specifically to such New Research Program (including the Target thereof) or such New CTL Products (the “New Research Patent Rights”) shall be considered Research Agreement Patent Rights as of the New Research Program Inclusion Date, and shall be subject to this Section 13.2. Promptly following any New Research Program Inclusion Date, unless the Parties otherwise agree in writing, Institute will transfer to Licensee, or to counsel of Licensee’s choice reasonably acceptable to Institute, all relevant documentation required for Licensee to assume responsibility for prosecution and maintenance of such New Research Patent Rights. Following the New Research Program Inclusion Date, Licensee will provide Institute promptly with copies of all relevant documentation so that Institute will be informed of the continuing prosecution and may comment upon such documentation sufficiently in advance of any initial deadline for filing a response. Licensee agrees that it will incorporate any reasonable comments by Institute in relation to such prosecution activities, provided that with respect to any claims of the Research Agreement Patent Rights that relate directly to Autologous CTLs or Autologous CTL Products, or the manufacture or use thereof, Institute shall have the right to make the final decision regarding prosecution of such claims, including the filing of any new claims relating to Autologous CTLs or Autologous CTL Products, or the manufacture or use thereof.