Common use of Patent Prosecution Clause in Contracts

Patent Prosecution. (a) Intrexon shall have the sole right, but not the obligation, to (i) conduct and control the filing, prosecution and maintenance of the Intrexon Patents, and (ii) conduct and control the filing, prosecution, and maintenance of any applications for patent term extension and/or supplementary protection certificates that may be available as a result of the regulatory approval of any Ampliphi Product. At the reasonable request of Intrexon, Ampliphi shall cooperate with Intrexon in connection with such filing, prosecution, and maintenance, at Intrexon’s expense. Under no circumstances shall Ampliphi (A) file, attempt to file, or assist anyone else in filing, or attempting to file, any Patent application, either in the United States or elsewhere, that claims or uses or purports to claim or use or relies for support upon an Invention owned by Intrexon, or (B) use, attempt to use, or assist anyone else in using or attempting to use, the Intrexon Know-How, Intrexon Materials, or any Confidential Information of Intrexon to support the filing of a Patent application, either in the United States or elsewhere, that contains claims directed to the Intrexon IP, Intrexon Materials, or the Intrexon Channel Technology, or (C) without prior approval of the IPC, file, attempt to file, or assist anyone else in filing, or attempting to file, any application for patent term extension or supplementary protection certificate, either in the United States or elsewhere, that relies upon the regulatory approval of an Ampliphi Product. (b) Ampliphi shall have the sole right, but not the obligation, to conduct and control the filing, prosecution and maintenance of any Patents claiming Inventions that are owned by Ampliphi or its Affiliates and not assigned to Intrexon under Section 6.1(c) (“Ampliphi Program Patents”). At the reasonable request of Ampliphi, Intrexon shall cooperate with Ampliphi in connection with such filing, prosecution, and maintenance, at Ampliphi’s expense. (c) As used in this Section, “Prosecuting Party” means Intrexon in the case of Intrexon Patents and Ampliphi in the case of Ampliphi Program Patents. The Prosecuting Party shall be entitled to use patent counsel selected by it and reasonably acceptable to the non-Prosecuting Party (including in-house patent counsel as well as outside patent counsel) for the prosecution of the Intrexon Patents and Ampliphi Program Patents, as applicable. The Prosecuting Party shall:

Patent Prosecution. (a) Intrexon shall have the sole right, but not the obligation, to (ia) conduct and control the filing, prosecution and maintenance of the Intrexon Patents, and (iib) conduct and control the filing, prosecution, and maintenance of any applications for patent term extension and/or supplementary protection certificates that may be available as a result of the regulatory approval of any Ampliphi Fibrocell Product. At the reasonable request of Intrexon, Ampliphi Fibrocell shall cooperate with Intrexon in connection with such filing, prosecution, and maintenance, at Intrexon’s expense. Under no circumstances shall Ampliphi Fibrocell (Aa) file, attempt to file, or assist anyone else in filing, or attempting to file, any Patent application, either in the United States or elsewhere, that claims or uses or purports to claim or use or relies for support upon an Invention owned by Intrexon, or (Bb) use, attempt to use, or assist anyone else in using or attempting to use, the Intrexon Know-How, Intrexon Materials, or any Confidential Information of Intrexon to support the filing of a Patent application, either in the United States or elsewhere, that contains claims directed to the Intrexon IP, Intrexon Materials, or the Intrexon Channel Technology, or (Cc) without prior approval of the IPC, file, attempt to file, or assist anyone else in filing, or attempting to file, any application for patent term extension or supplementary protection certificate, either in the United States or elsewhere, that relies upon the regulatory approval of an Ampliphi a Fibrocell Product. (b) Ampliphi Fibrocell shall have the sole right, but not the obligation, to conduct and control the filing, prosecution and maintenance of any Patents claiming Inventions that are owned by Ampliphi Fibrocell or its Affiliates and not assigned to Intrexon under Section 6.1(c) (“Ampliphi Fibrocell Program Patents”). At the reasonable request of AmpliphiFibrocell, Intrexon shall cooperate with Ampliphi Fibrocell in connection with such filing, prosecution, and maintenance, at AmpliphiFibrocell’s expense. (c) As used in this Section, “Prosecuting Party” means Intrexon in the case of Intrexon Patents and Ampliphi in the case of Ampliphi Program Patents. The Prosecuting Party shall be entitled to use patent counsel selected by it and reasonably acceptable to the non-Prosecuting Party (including in-house patent counsel as well as outside patent counsel) for the prosecution of the Intrexon Patents and Ampliphi Fibrocell Program Patents, as applicable. The Prosecuting Party shall: (i) regularly provide the other Party in advance with reasonable information relating to the Prosecuting Party’s prosecution of Patents hereunder, including by providing copies of substantive communications, notices and actions submitted to or received from the relevant patent authorities and copies of drafts of filings and correspondence that the Prosecuting Party proposes to submit to such patent authorities (it being understood that, to the extent that any such information is readily accessible to the public, the Prosecuting Party may, in lieu of directly providing copies of such information to such other Party, provide such other Party with sufficient information that will permit such other Party to access such information itself directly); (ii) consider in good faith and consult with the non-Prosecuting Party regarding its timely comments with respect to the same; provided, however, that if, within fifteen (15) days after providing any documents to the non-Prosecuting Party for comment, the Prosecuting Party does not receive any written communication from the non-Prosecuting Party indicating that it has or may have comments on such document, the Prosecuting Party shall be entitled to assume that the non-Prosecuting Party has no comments thereon; Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (iii) consult with the non-Prosecuting Party before taking any action that would reasonably be expected to have a material adverse impact on the scope of claims within the Intrexon Patents and Fibrocell Program Patents, as applicable.

Patent Prosecution. (a) Intrexon shall have the sole right, but not the obligation, to (ia) conduct and control the filing, prosecution and maintenance of the Intrexon Patents, and (iib) conduct and control the filing, prosecution, and maintenance of any applications for patent term extension and/or supplementary protection certificates that may be available as a result of the regulatory approval of any Ampliphi Synthetic Product. At the reasonable request of Intrexon, Ampliphi Synthetic shall cooperate with Intrexon in connection with such filing, prosecution, and maintenance, at Intrexon’s expense. Under no circumstances shall Ampliphi Synthetic (Aa) file, attempt to file, or assist anyone else in filing, or attempting to file, any Patent application, either in the United States or elsewhere, that claims or uses or purports to claim or use or relies for support upon an Invention owned by Intrexon, or (Bb) use, attempt to use, or assist anyone else in using or attempting to use, the Intrexon Know-How, Intrexon Materials, or any Confidential Information of Intrexon to support the filing of a Patent application, either in the United States or elsewhere, that contains claims directed to the Intrexon IP, Intrexon Materials, or the Intrexon Channel Technology, or (Cc) without prior approval of the IPC, file, attempt to file, or assist anyone else in filing, or attempting to file, any application for patent term extension or supplementary protection certificate, either in the United States or elsewhere, that relies upon the regulatory approval of an Ampliphi a Synthetic Product. (b) Ampliphi Synthetic shall have the sole right, but not the obligation, to conduct and control the filing, prosecution and maintenance of any Patents claiming Inventions that are owned by Ampliphi Synthetic or its Affiliates and not assigned to Intrexon under Section 6.1(c) (“Ampliphi Synthetic Program Patents”). At the reasonable request of AmpliphiSynthetic, Intrexon shall cooperate with Ampliphi Synthetic in connection with such filing, prosecution, and maintenance, at AmpliphiSynthetic’s expense. (c) As used in this Section, “Prosecuting Party” means Intrexon in the case of Intrexon Patents and Ampliphi in the case of Ampliphi Program Patents. The Prosecuting Party shall be entitled to use patent counsel selected by it and reasonably acceptable to the non-Prosecuting Party (including in-house patent counsel as well as outside patent counsel) for the prosecution of the Intrexon Patents and Ampliphi Synthetic Program Patents, as applicable. The Prosecuting Party shall: (i) regularly provide the other Party in advance with reasonable information relating to the Prosecuting Party’s prosecution of Patents hereunder, including by providing copies of substantive communications, notices and actions submitted to or received from the relevant patent authorities and copies of drafts of filings and correspondence that the Prosecuting Party proposes to submit to such patent authorities (it being understood that, to the extent that any such information is readily accessible to the public, the Prosecuting Party may, in Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. lieu of directly providing copies of such information to such other Party, provide such other Party with sufficient information that will permit such other Party to access such information itself directly); (ii) consider in good faith and consult with the non-Prosecuting Party regarding its timely comments with respect to the same; provided, however, that if, within fifteen (15) days after providing any documents to the non-Prosecuting Party for comment, the Prosecuting Party does not receive any written communication from the non-Prosecuting Party indicating that it has or may have comments on such document, the Prosecuting Party shall be entitled to assume that the non-Prosecuting Party has no comments thereon; (iii) consult with the non-Prosecuting Party before taking any action that would reasonably be expected to have a material adverse impact on the scope of claims within the Intrexon Patents and Synthetic Program Patents, as applicable.

Patent Prosecution. (a) Intrexon shall have the sole right, but not the obligation, to (ia) conduct and control the filing, prosecution and maintenance of the Intrexon Patents, and (iib) conduct and control the filing, prosecution, and maintenance of any applications for patent term extension and/or supplementary protection certificates that may be available as a result of the regulatory approval of any Ampliphi Synthetic Product. At the reasonable request of Intrexon, Ampliphi Synthetic shall cooperate with Intrexon in connection with such filing, prosecution, and maintenance, at Intrexon’s expense. Under no circumstances shall Ampliphi Synthetic (Aa) file, attempt to file, or assist anyone else in filing, or attempting to file, any Patent application, either in the United States or elsewhere, that claims or uses or purports to claim or use or relies for support upon an Invention owned by Intrexon, or (Bb) use, attempt to use, or assist anyone else in using or attempting to use, the Intrexon Know-How, Intrexon Materials, or any Confidential Information of Intrexon to support the filing of a Patent application, either in the United States or elsewhere, that contains claims directed to the Intrexon IP, Intrexon Materials, or the Intrexon Channel Technology, or (Cc) without prior approval of the IPC, file, attempt to file, or assist anyone else in filing, or attempting to file, any application for patent term extension or supplementary protection certificate, either in the United States or elsewhere, that relies upon the regulatory approval of an Ampliphi a Synthetic Product. (b) Ampliphi Synthetic shall have the sole right, but not the obligation, to conduct and control the filing, prosecution and maintenance of any Patents claiming Inventions that are owned by Ampliphi Synthetic or its Affiliates and not assigned to Intrexon under Section 6.1(c) (“Ampliphi Synthetic Program Patents”). At the reasonable request of AmpliphiSynthetic, Intrexon shall cooperate with Ampliphi Synthetic in connection with such filing, prosecution, and maintenance, at AmpliphiSynthetic’s expense. (c) As used in this Section, “Prosecuting Party” means Intrexon in the case of Intrexon Patents and Ampliphi in the case of Ampliphi Program Patents. The Prosecuting Party shall be entitled to use patent counsel selected by it and reasonably acceptable to the non-Prosecuting Party (including in-house patent counsel as well as outside patent counsel) for the prosecution of the Intrexon Patents and Ampliphi Synthetic Program Patents, as applicable. The Prosecuting Party shall: (i) regularly provide the other Party in advance with reasonable information relating to the Prosecuting Party’s prosecution of Patents hereunder, including by providing copies of substantive communications, notices and actions submitted to or received from the relevant patent authorities and copies of drafts of filings and correspondence that the Prosecuting Party proposes to submit to such patent authorities (it being understood that, to the extent that any such information is readily accessible to the public, the Prosecuting Party may, in lieu of directly providing copies of such information to such other Party, provide such other Party with sufficient information that will permit such other Party to access such information itself directly); (ii) consider in good faith and consult with the non-Prosecuting Party regarding its timely comments with respect to the same; provided, however, that if, within fifteen (15) days after providing any documents to the non-Prosecuting Party for comment, the Prosecuting Party does not receive any written communication from the non-Prosecuting Party indicating that it has or may have comments on such document, the Prosecuting Party shall be entitled to assume that the non-Prosecuting Party has no comments thereon; (iii) consult with the non-Prosecuting Party before taking any action that would reasonably be expected to have a material adverse impact on the scope of claims within the Intrexon Patents and Synthetic Program Patents, as applicable.

Patent Prosecution. (a) Intrexon shall have the sole right, but not the obligation, to (i) conduct and control the filing, prosecution and maintenance of the Intrexon Patents, and (ii) conduct and control the filing, prosecution, and maintenance of any applications for patent term extension and/or supplementary protection certificates that may be available as a result of the regulatory approval of any Ampliphi Collaboration Product. At the reasonable request of Intrexon, Ampliphi OvaXon shall cooperate with Intrexon in connection with such filing, prosecution, and maintenance, at Intrexon’s expense. Under no circumstances shall Ampliphi OvaXon (Ai) file, attempt to file, or assist anyone else in filing, or attempting to file, any Patent application, either in the United States or elsewhere, that claims or uses or purports to claim or use or relies for support upon an Invention owned by IntrexonIntrexon Invention, or (Bii) use, attempt to use, or assist anyone else in using or attempting to use, the Intrexon Know-How, Intrexon Materials, or any Confidential Information of Intrexon to support the filing of a Patent application, either in the United States or elsewhere, that contains claims directed to the Intrexon IP, Intrexon Materials, or the Intrexon Channel Technology, or (Ciii) without prior approval of the IPC, file, attempt to file, or assist anyone else in filing, or attempting to file, any application for patent term extension or supplementary protection certificate, either in the United States or elsewhere, that relies upon the regulatory approval of an Ampliphi a Collaboration Product. (b) Ampliphi OvaXon shall have the sole right, but not the obligation, to conduct and control the filing, prosecution and maintenance of any Patents claiming OvaXon Platform Inventions that are owned by Ampliphi or its Affiliates and not assigned to Intrexon under Section 6.1(c) (“Ampliphi OvaXon Program Patents”)) and any OvaXon Patents. At the reasonable request of AmpliphiOvaXon, Intrexon shall cooperate with Ampliphi OvaXon in connection with such filing, prosecution, and maintenance, at AmpliphiOvaXon’s expense. (c) As used in this SectionThe Parties through the IPC shall reasonably cooperate, “Prosecuting to the extent such cooperation can be done without substantially compromising any Patents of either Party” means Intrexon in the case , to develop a portfolio of Intrexon Product-Specific Program Patents and Ampliphi in the case of Ampliphi Patents for Joint Program PatentsInventions covering relevant Collaboration Products . The Prosecuting Party shall be entitled to use patent counsel selected by it and reasonably acceptable to the non-Prosecuting Party (including in-house patent counsel as well as outside patent counsel) for the prosecution of the Intrexon Patents and Ampliphi Program PatentsConsistent with this Section 6.2(c), as applicable. The Prosecuting Party shall:the

Patent Prosecution. (a) Intrexon shall have the sole right, but not the obligation, to (ia) conduct and control the filing, prosecution and maintenance of the Intrexon Patents, and (iib) conduct and control the filing, prosecution, and maintenance of any applications for patent term extension and/or supplementary protection certificates that may be available as a result of the regulatory approval of any Ampliphi Collaboration Product. At the reasonable request of Intrexon, Ampliphi Synthetic shall cooperate with Intrexon in connection with such filing, prosecution, and maintenance, at Intrexon’s expense. Under no circumstances shall Ampliphi Synthetic (Aa) file, attempt to file, or assist anyone else in filing, or attempting to file, any Patent application, either in the United States or elsewhere, that claims or uses or purports to claim or use or relies for support upon an Invention owned by Intrexon, or (Bb) use, attempt to use, or assist anyone else in using or attempting to use, the Intrexon Know-How, Intrexon Materials, or any Confidential Information of Intrexon to support the filing of a Patent application, either in the United States or elsewhere, that contains claims directed to the Intrexon IP, Intrexon Materials, or the Intrexon Channel Technology, or (Cc) without prior approval of the IPC, file, attempt to file, or assist anyone else in filing, or attempting to file, any application for patent term extension or supplementary protection certificate, either in the United States or elsewhere, that relies upon the regulatory approval of an Ampliphi a Collaboration Product. (b) Ampliphi Synthetic shall have the sole right, but not the obligation, to conduct and control the filing, prosecution and maintenance of any Patents claiming Inventions that are owned by Ampliphi Synthetic or its Affiliates and not assigned to Intrexon under Section 6.1(c) (“Ampliphi Synthetic Program Patents”). At the reasonable request of AmpliphiSynthetic, Intrexon shall cooperate with Ampliphi Synthetic in connection with such filing, prosecution, and maintenance, at AmpliphiSynthetic’s expense. (c) As used in this Sectionherein, “Prosecuting Party” means Intrexon in the case of Intrexon Patents and Ampliphi Synthetic in the case of Ampliphi Synthetic Program Patents. The Prosecuting Party shall be entitled to use patent counsel selected by it and reasonably acceptable to the non-Prosecuting Party (including in-house patent counsel as well as outside patent counsel) for the prosecution of the Intrexon Patents and Ampliphi Synthetic Program Patents, as applicable. The Prosecuting Party shall:: Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.