Common use of Prosecution Clause in Contracts

Prosecution. (i) The responsibility for Patent Prosecution and Trademark Prosecution related to a Patent or Trademark that is within the MacroGenics Licensed Patents and MacroGenics Licensed Trademarks or the Green Cross Licensed Patents that is owned solely by a Party shall be the responsibility of such Party. Such Party shall keep the JSC and the other Party informed of the status of all such Patent Prosecution and Trademark Prosecution activities. MacroGenics shall be responsible for undertaking the Patent Prosecution with respect to Patents jointly owned by the Parties (the “Jointly Owned Patents”), and shall do as directed by the JSC. (ii) MacroGenics shall keep the JSC and Green Cross informed of the status of all matters affecting Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks and Jointly Owned Patents in the Territory, including providing a copy of any correspondence from any governmental authorities to the JSC and Green Cross upon request, and consulting on the strategy and content of submissions to such governmental authorities in advance of any submissions. (iii) Any dispute regarding Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks, or Jointly Owned Patents, shall be resolved by the JSC. (iv) Without limiting the generality of the foregoing, MacroGenics shall prosecute and maintain Jointly Owned Patents using outside counsel acceptable to Green Cross, and shall instruct such counsel to provide copies of correspondence and filings directly to Green Cross and otherwise permit Green Cross to participate with MacroGenics in any of the activities of such counsel with respect to the Patent and Trademark Prosecution of such Jointly Owned Patents. Before taking any material step in the Patent Prosecution or Jointly Owned Patents, MacroGenics and its counsel shall allow Green Cross a reasonable opportunity to comment on the action proposed to be taken, and agrees to incorporate in such filings all reasonable comments of Green Cross. (v) Green Cross acknowledges and understands that its rights and obligations under this Section 15.2 are secondary to and shall be subject to any Third Party rights and obligations under the Upstream Agreements. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

Prosecution. (i) The responsibility for Patent Prosecution Provided that Licensee seeks and Trademark Prosecution related to a Patent or Trademark that is within maintains the MacroGenics Licensed Patents strongest and MacroGenics Licensed Trademarks or broadest reasonable patent claims in the Green Cross Licensed Patents that is owned solely by a Party shall be the responsibility best interests of such Party. Such Party shall keep the JSC and the other Party informed all owners of the status Patent Rights and uses patent attorneys acceptable to BIDMC, such acceptance not to be unreasonably withheld, BIDMC appoints Licensee as its agent to prepare, file, prosecute, and maintain all of all such Patent Prosecution and Trademark Prosecution activities. MacroGenics shall be responsible for undertaking the Patent Prosecution Rights during the Term. Licensee shall pay Licensee’s patent counsel directly for any invoiced Patent Costs and agrees to indemnify, defend and hold BIDMC harmless from and against any and all liabilities, damages, costs and expenses incurred by or imposed upon BIDMC in connection with respect any third party claim arising from the failure of Licensee to Patents jointly owned by the Parties (the “Jointly Owned Patents”), and shall do as directed by the JSC. (ii) MacroGenics shall keep the JSC and Green Cross informed of the status of all matters affecting Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks and Jointly Owned Patents in the Territory, including providing a copy of any correspondence from any governmental authorities to the JSC and Green Cross upon request, and consulting on the strategy and content of submissions to timely pay such governmental authorities in advance of any submissions. (iii) Any dispute regarding Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks, or Jointly Owned Patents, shall be resolved by the JSC. (iv) Without limiting the generality of the foregoing, MacroGenics shall prosecute and maintain Jointly Owned Patents using outside counsel acceptable to Green Cross, and invoices. Licensee shall instruct such patent counsel to provide copies to BIDMC for BIDMC’s administrative files of correspondence and filings all invoices detailing Patent Costs which are sent directly to Green Cross Licensee and otherwise permit Green Cross inform patent counsel that in no case shall BIDMC be liable for any Patent Costs incurred at the instruction of Licensee. Licensee shall copy BIDMC on all patent prosecution documents and give BIDMC reasonable opportunities to participate advise Licensee on such filing, prosecution and maintenance. In the event Licensee desires to abandon any patent, patent application, or any patent claims within the Patent Rights, Licensee shall provide BIDMC with MacroGenics reasonable prior written notice of such intended abandonment. If Licensee determines to abandon such patent or patent application without filing a divisional or continuing application directed to similar subject matter, then, at its sole discretion, BIDMC may assume the right to prepare, file, prosecute and maintain the relevant Patent Rights at BIDMC’s expense. In such event, if such abandonment is in the European Union., United States or Japan, such BIDMC paid-for rights shall be removed from the definition of Patent Rights under this Agreement, the licenses granted to Licensee and its Affiliates as to such rights under this Agreement shall terminate, except that, for the avoidance of doubt, Licensee shall retain the rights as set forth in the MTA, and BIDMC shall have the right to abandon or maintain and license its interest in such Patent Rights in its discretion. In the event Licensee (i) fails to maintain any of the activities Patent Rights and has not complied with the last sentence of the first paragraph of this Section 6.1, or (ii) fails to notify BIDMC of its intent to abandon such counsel Patent Rights, in accordance with respect this Section, Licensee shall indemnify, defend and hold BIDMC harmless from and against costs and liabilities to any third parties that are associated with the recovery of or loss of any such Patent and Trademark Prosecution of Rights. In the event that License is obligated to indemnify BIDMC pursuant to this Section 6.1, such Jointly Owned Patents. Before taking any material step in the Patent Prosecution or Jointly Owned Patents, MacroGenics and its counsel indemnification obligation shall allow Green Cross a reasonable opportunity to comment be on the action proposed to be taken, and agrees to incorporate term set forth in such filings all reasonable comments of Green CrossSection 8.1. (v) Green Cross acknowledges and understands that its rights and obligations under this Section 15.2 are secondary to and shall be subject to any Third Party rights and obligations under the Upstream Agreements. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

Prosecution. (i) The responsibility for Patent Prosecution and Trademark Prosecution related to a Patent or Trademark that is within the MacroGenics Licensed Patents and MacroGenics Licensed Trademarks or the Green Cross Licensed Patents that is owned solely by a Party Spectrum at its expense shall be the responsibility of such Party. Such Party shall keep the JSC and the other Party informed of the status of all such Patent Prosecution and Trademark Prosecution activities. MacroGenics shall be responsible for undertaking the Patent Prosecution with respect to Patents jointly owned by the Parties (the “Jointly Owned Patents”), and shall do as directed by the JSC. (ii) MacroGenics shall keep the JSC and Green Cross informed of the status of all matters affecting Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks and Jointly Owned Patents in the Territory, including providing a copy of any correspondence from any governmental authorities to the JSC and Green Cross upon request, and consulting on the strategy and content of submissions to such governmental authorities in advance of any submissions. (iii) Any dispute regarding Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks, or Jointly Owned Patents, shall be resolved by the JSC. (iv) Without limiting the generality of the foregoing, MacroGenics shall diligently prosecute and maintain Jointly Owned Patents the patents and patent applications in the Licensed Intellectual Property (including in the Joint Intellectual Property) using outside counsel acceptable of its choice, which counsel shall also be subject to Green Cross, the reasonable approval of Allergan. Allergan and Spectrum shall instruct such counsel consult in good faith with each other prior to provide copies of correspondence any filings or other actions before the U.S. Patent and filings directly to Green Cross Trademark Office and otherwise permit Green Cross to participate with MacroGenics in any of the activities of such counsel other offices with respect to the Patent patents and Trademark Prosecution of such Jointly Owned Patents. Before taking any material step patent applications in the Patent Prosecution or Jointly Owned PatentsLicensed Intellectual Property (including the Joint Intellectual Property), MacroGenics including any continuations, and the Parties shall jointly make all decisions pertaining thereto. Allergan may request Spectrum to obtain patent protection for Licensed Intellectual Property (including the Joint Intellectual Property) and, if so requested, Spectrum shall cooperate and diligently file, prosecute and maintain such rights. Upon request, Spectrum shall promptly provide Allergan and its counsel with copies of all relevant documentation so that Allergan may be informed and apprised of the continuing prosecution of the patents and patent applications in the Licensed Intellectual Property (including the Joint Intellectual Property). In the event that Spectrum decides not to prosecute, or otherwise to abandon, a patent or application therefor relating to the Licensed Intellectual Property (including the Joint Intellectual Property) in a country in which it is required to do so, Spectrum shall allow Green Cross a reasonable opportunity to comment on send Allergan written notice of said decision at least ninety (90) days in advance of the action proposed or payment due date. Allergan shall thereupon have the option to be takentake over the patent or application, and agrees Spectrum shall assign to incorporate Allergan all rights in such filings all reasonable comments patent or application in such jurisdiction. In the event that Allergan takes over the prosecution and maintenance of Green Crossthe applicable patents and patent applications in the Licensed Intellectual Property (including the Joint Intellectual Property), Allergan may deduct Spectrum’s share of the Patent Expenses (defined below) from any amounts due hereunder, provided, however, that if Spectrum assigns such patent or application in such jurisdiction to Allergan, then Allergan shall bear the Patent Expenses for such patent or application at its sole expense. (v) Green Cross acknowledges and understands that its rights and obligations under this Section 15.2 are secondary to and shall be subject to any Third Party rights and obligations under the Upstream Agreements. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

Prosecution. Aridis shall provide Emergent once per year with an updated list of all Aridis Patents, which shall include their filing date, priority date, grant date and filing status. (ia) Subject to Section 9.5.5 and unless otherwise instructed by Emergent, Aridis shall diligently file and prosecute the Exclusive Field Aridis Patents in the countries and regions specified in Schedule 9.5.2 (provided that this obligation shall not apply to the BYU Technology or any other Aridis Patents which have already entered national phase prosecution prior to the Effective Date of this Agreement). On issuance and unless otherwise instructed by Emergent, Aridis shall maintain Exclusive Field Aridis Patents in full force in such countries. Emergent shall reimburse Aridis for the reasonable costs and expenses of filing, prosecution and maintenance of Exclusive Field Aridis Patents. Aridis will, and will instruct its counsel to, cooperate fully with Emergent with respect to patent prosecution matters relating to Exclusive Field Aridis Patents. Aridis shall provide Emergent with copies of all material submissions and correspondence with any patent authorities for the Exclusive Field Aridis Patents, and shall provide Emergent with an opportunity to comment upon any such correspondence such that Emergent will have a reasonable time to respond to such submissions, such period to be no less than thirty (30) days to the extent reasonably possible. The responsibility for Patent Prosecution aforementioned notwithstanding, with respect to applications that relate to BYU technology Aridis shall only be required to provide Emergent with such submissions, correspondence, and Trademark Prosecution related commenting rights if the applications are in its possession or control and all obligations herein (throughout this article 9) apply only to a Patent or Trademark that is within the MacroGenics Licensed Patents and MacroGenics Licensed Trademarks or extent of Aridis’ rights under the Green Cross Licensed Patents that is owned solely by a Party BYU License. (b) With respect to the Other Aridis Patents, Aridis shall be responsible, at its sole cost and expense, for obtaining, prosecuting and maintaining the responsibility of such PartyOther Aridis Patents unless otherwise agreed. Such Party Aridis shall use commercially reasonable efforts to obtain, prosecute and maintain Other Aridis Patents which are necessary or reasonably useful to Aridis in developing one or more Licensed Products and to Emergent in Exploiting one or more Licensed Products. Aridis shall keep the JSC and the other Party Emergent reasonably informed of the filing status and prosecution of all such Patent Prosecution and Trademark Prosecution activities. MacroGenics shall be responsible for undertaking the Patent Prosecution with respect to Patents jointly owned patents by the Parties (the “Jointly Owned Patents”), and shall do as directed by the JSC. (ii) MacroGenics shall keep the JSC and Green Cross informed of the status of all matters affecting Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks and Jointly Owned Patents in the Territory, including providing a copy forwarding copies of any material correspondence from patent authorities relating thereto indicating that patent rights in any governmental authorities to the JSC and Green Cross upon requestgiven jurisdiction are granted, and consulting on the strategy and content of submissions to such governmental authorities in advance of any submissions. (iii) Any dispute regarding Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patentslost, MacroGenics Licensed Trademarksforfeited, extended, restored, or Jointly Owned Patents, shall be resolved by the JSCterminated or otherwise altered. (iv) Without limiting the generality of the foregoing, MacroGenics shall prosecute and maintain Jointly Owned Patents using outside counsel acceptable to Green Cross, and shall instruct such counsel to provide copies of correspondence and filings directly to Green Cross and otherwise permit Green Cross to participate with MacroGenics in any of the activities of such counsel with respect to the Patent and Trademark Prosecution of such Jointly Owned Patents. Before taking any material step in the Patent Prosecution or Jointly Owned Patents, MacroGenics and its counsel shall allow Green Cross a reasonable opportunity to comment on the action proposed to be taken, and agrees to incorporate in such filings all reasonable comments of Green Cross. (v) Green Cross acknowledges and understands that its rights and obligations under this Section 15.2 are secondary to and shall be subject to any Third Party rights and obligations under the Upstream Agreements. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

Prosecution. (i) The responsibility for Patent Prosecution and Trademark Prosecution related APIL shall have the right to a Patent Prosecute any issued patent or Trademark that is pending patent application within the MacroGenics Licensed Nanotechnology Patents, the OCR Patents, and the Abuse Resistant Patents at its sole discretion and cost and expense. APIL shall keep Purchaser reasonably informed of all activities during the course of such prosecution and provide Purchaser with copies of material correspondence and filings relating to such activities. At APIL’s request and expense, Purchaser will cooperate to Prosecute the Nanotechnology Patents, the OCR Patents and MacroGenics Licensed Trademarks or the Green Cross Licensed Patents that is owned solely by a Party shall be the responsibility of such PartyAbuse Resistant Patents. Such Party shall keep the JSC and the other Party informed of the status of all such Patent Prosecution and Trademark Prosecution activities. MacroGenics shall be responsible for undertaking the Patent Prosecution with respect Without prejudice to Patents jointly owned by the Parties (the “Jointly Owned Patents”), and shall do as directed by the JSC. (ii) MacroGenics shall keep the JSC and Green Cross informed of the status of all matters affecting Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks and Jointly Owned Patents in the Territory, including providing a copy of any correspondence from any governmental authorities to the JSC and Green Cross upon request, and consulting on the strategy and content of submissions to such governmental authorities in advance of any submissions. (iii) Any dispute regarding Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks, or Jointly Owned Patents, shall be resolved by the JSC. (iv) Without limiting the generality of the foregoingforegoing sentence, MacroGenics Purchaser shall prosecute and maintain Jointly Owned keep APIL reasonably informed from time-to-time of activities relating to Zogenix Products that are encompassed by the Abuse Resistant Patents using outside counsel acceptable to Green Cross, and shall instruct reasonably allow APIL to use data and information generated by Purchaser relating to such counsel Zogenix Products to provide copies of correspondence Prosecute the Abuse Resistant Patents. If in addition to APIL’s activities to Prosecute the Abuse Resistant Patents and filings directly to Green Cross and otherwise permit Green Cross to participate with MacroGenics in any of the activities of such counsel Nanotechnology Patents, Purchaser wishes with respect to any Abuse Resistant Patent or any Nanotechnology Patent listed in subsection A-2.6 of Exhibit A-1 to have a divisional, continuation or continuation-in-part application filed that solely claims a compound, composition, method of making or method of using compounds or compositions within the Patent scope of Purchaser’s exclusive license hereunder, then Purchaser shall notify APIL and, subject to APIL’s approval, which shall not unreasonably withheld, delayed or conditioned, APIL will use commercially reasonable efforts to Prosecute such patent application, at Purchaser’s cost and Trademark Prosecution of expense. Promptly upon receipt, APIL will provide Purchaser with all patent office documents relating to such Jointly Owned Patents. Before taking any material step in the Patent Prosecution or Jointly Owned Patents, MacroGenics and its counsel shall allow Green Cross a reasonable opportunity to comment on the action proposed to be takenprosecution, and agrees will also provide drafts of responses to incorporate office actions and other substantive filings with any patent office regarding such patent application sufficiently in such filings advance of their submission to enable review and comment by Purchaser. APIL will consider in good faith all reasonable comments of Green Crosstimely made by Purchaser. (v) Green Cross acknowledges and understands that its rights and obligations under this Section 15.2 are secondary to and shall be subject to any Third Party rights and obligations under the Upstream Agreements. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

Prosecution. As between Celularity and Sorrento, on the other hand, Sorrento shall have the initial right (but not the obligation), to control the filing, prosecution and maintenance, at its expense, and using patent counsel of its choice, any patents and patent applications arising out of or relating to this Agreement (including, without limitation, any patents and patent applications for (a) any Sorrento IP or Background IP of Sorrento, (b) any Joint IP, and (c) any patents or patent applications covering the Licensed Products). Sorrento shall provide Celularity an opportunity to review and comment on the nature and text of any new or pending patent applications for Patent Rights covering Licensed Products and consider in good faith any comments from Celularity regarding steps that might be taken to strengthen patent protection with respect to any such Patent Rights and shall conduct discussions with Celularity on a reasonable basis regarding the patent prosecution strategy for such Patent Rights. If Sorrento elects not to file, prosecute, or maintain any of the Patent Rights in (a)-(c) of this Section 5.3, and provided that Celularity is not and has not been in breach of this Agreement, and subject to Sorrento’s reasonable review, oversight, and approval, Celularity may file, prosecute, and maintain, at its expense, and using patent counsel of its choice that is reasonably acceptable to Sorrento, (i) The responsibility for Patent Prosecution patents solely covering Joint IP in the Field in the Territory, and Trademark Prosecution (ii) patents covering the Licensed Products in the Field in the Territory (collectively “Celularity Prosecuted Patents”). For clarity, Celularity may not file, prosecute or maintain any patents arising out of this Agreement outside the Territory, containing claims covering inventions outside the Field, or that cover any Sorrento IP or any Background IP of Sorrento. Subject to the forgoing, as between Celularity and Sorrento, Sorrento shall have the right to make final decisions pertaining to the prosecution and maintenance of the Celularity Prosecuted Patents, provided, however, that such final decisions do not reasonably undermine Celularity’s rights under this Agreement or otherwise unreasonably weaken the Licensed Patents as to Licensed Products and Licensed Material in the Field, and Celularity shall cooperate fully with Sorrento and provide Sorrento with such information and execute such documents as Sorrento reasonably requests to facilitate the foregoing. Before filing with a patent office a material document related to the prosecution of the Celularity Prosecuted Patents, Celularity will provide Sorrento with a Patent copy of the document for Sorrento’s comments, and will make reasonable efforts to accept and implement comments that Sorrento provides, provided, however, that Celularity will be under no obligation to make and implement any changes that, in Celularity’s reasonable opinion upon the advice of counsel, undermine Celularity’s rights under this Agreement or Trademark otherwise weaken the Licensed Patents as to Licensed Products and Licensed Material in the Field. Celularity will provide Sorrento with copies of all material documents that is Celularity receives in connection with the prosecution of the Celularity Prosecuted Patents. In the event Celularity decides to abandon any non-provisional patent application within the MacroGenics Licensed Celularity Prosecuted Patents and MacroGenics Licensed Trademarks or the Green Cross Licensed Patents that is owned solely by declines to file such a Party shall be the responsibility patent application (including, for example, a new continuation or divisional of such Party. Such Party shall keep the JSC and the other Party informed of the status of all such Patent Prosecution and Trademark Prosecution activities. MacroGenics shall be responsible for undertaking the Patent Prosecution with respect to Patents jointly owned by the Parties patent application) in any jurisdiction (the collectively “Jointly Owned Celularity Abandoned Patents”), and shall do as directed by subject to the JSC. (ii) MacroGenics shall keep the JSC and Green Cross informed rights of the status any sublicensee under this Agreement to take over prosecution of all matters affecting Patent Prosecution and Trademark Prosecution of MacroGenics Licensed any Celularity Abandoned Patents, MacroGenics Licensed Trademarks Celularity will, within a reasonable period of time, notify Sorrento thereof (and Jointly Owned Patents in the Territory, including providing a copy of any correspondence from event no later than [***] prior to any governmental authorities to the JSC and Green Cross upon requestnon-extendible payment or filing deadline), and consulting on the strategy and content of submissions to such governmental authorities in advance of any submissions. (iii) Any dispute regarding Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks, or Jointly Owned Patents, Celularity shall be resolved by the JSC. (iv) Without limiting the generality of the foregoing, MacroGenics shall prosecute and maintain Jointly Owned Patents using outside counsel acceptable to Green Cross, and shall instruct such counsel to provide copies of correspondence and filings directly to Green Cross and otherwise permit Green Cross to participate with MacroGenics in any of the activities of such counsel with respect to the Patent and Trademark Prosecution of such Jointly Owned Patents. Before taking any material step in the Patent Prosecution or Jointly Owned Patents, MacroGenics and its counsel shall allow Green Cross a reasonable opportunity to comment on the action proposed to be taken, and agrees to incorporate in such filings all reasonable comments of Green Cross. (v) Green Cross acknowledges and understands that its rights and obligations under this Section 15.2 are secondary to and shall be subject to any Third Party rights and obligations under the Upstream Agreements. then [*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission*].

Prosecution. Provided that Licensee seeks and maintains the strongest and broadest patent claims reasonably practicable and uses patent attorneys acceptable to BIDMC, such acceptance not to be unreasonably withheld, BIDMC appoints Licensee as its exclusive agent to prepare, file, prosecute (iincluding to seek extensions of), maintain and defend (including inter partes and opposition proceedings) The responsibility for Patent Prosecution and Trademark Prosecution related to a Patent or Trademark that is within the MacroGenics Licensed Patents and MacroGenics Licensed Trademarks or the Green Cross Licensed Patents that is owned solely by a Party shall be the responsibility of such Party. Such Party shall keep the JSC and the other Party informed all of the status of all such Patent Prosecution and Trademark Prosecution activities. MacroGenics shall be responsible for undertaking the Patent Prosecution with respect to Patents jointly owned by the Parties (the “Jointly Owned Patents”), and shall do as directed by the JSC. (ii) MacroGenics shall keep the JSC and Green Cross informed of the status of all matters affecting Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks and Jointly Owned Patents in the Territory, including providing a copy of any correspondence from any governmental authorities to the JSC and Green Cross upon request, and consulting on the strategy and content of submissions to such governmental authorities in advance of any submissions. (iii) Any dispute regarding Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks, or Jointly Owned Patents, shall be resolved by the JSC. (iv) Without limiting the generality of the foregoing, MacroGenics shall prosecute and maintain Jointly Owned Patents using outside counsel acceptable to Green Cross, and shall instruct such counsel to provide copies of correspondence and filings directly to Green Cross and otherwise permit Green Cross to participate with MacroGenics in any of the activities of such counsel with respect to the Patent and Trademark Prosecution of such Jointly Owned Patents. Before taking any material step in the Patent Prosecution or Jointly Owned Patents, MacroGenics and its counsel shall allow Green Cross a reasonable opportunity to comment on the action proposed to be taken, and agrees to incorporate in such filings all reasonable comments of Green Cross. (v) Green Cross acknowledges and understands that its rights and obligations under this Section 15.2 are secondary to and shall be subject to any Third Party rights and obligations under the Upstream Agreements. *** = Rights Portions of this exhibit Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the CommissionSecurities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. during the Term. Licensee shall copy BIDMC on all patent prosecution documents and give BIDMC reasonable opportunities to advise Licensee on such filing, prosecution, maintenance and defense. BIDMC shall reasonably cooperate with Licensee in the filing, prosecution, maintenance and defense of the Patent Rights. Such cooperation includes promptly executing all documents, or requiring inventors, subcontractors, employees and consultants and agents of BIDMC and its Affiliates to execute all documents, and joining as a party in any proceedings, as reasonable and appropriate so as to enable the filing, prosecution, maintenance and defense of any Patent Right in any country. In the event Licensee desires to abandon the prosecution, maintenance or defense of any patent, patent application, or any Claims within the Patent Rights where such Claims are not included in a continuation, divisional or other patent or patent application, Licensee shall provide BIDMC with [***] prior written notice of such intended abandonment or decline of responsibility and, as to Claims, shall reasonably consider BIDMC’s judgment in whether or not to abandon or not defend such Claim, and, as to such patent or patent application, such abandonment or election not to defend shall only be with prior notice to BIDMC on a patent by patent and country by country basis. If BIDMC desires to prosecute, maintain or defend any such Patent Rights proposed to be abandoned by Licensee under this Agreement, the right to prepare, file, prosecute, maintain and defend the relevant Patent Rights shall revert, as between Licensor and Licensee, to BIDMC, at BIDMC’s expense, subject to any third party rights. In such event, such BIDMC paid-for rights shall be removed from the definition of Patent Rights under this Agreement, the licenses granted to Licensee and its Affiliates as to such Patent Rights shall terminate, and BIDMC shall have the right to abandon or maintain and license such Patent Rights in its discretion.

Prosecution. (ia) The responsibility for Patent Prosecution and Trademark Prosecution related to a Patent or Trademark Should BUYER determine that is within the MacroGenics Licensed Patents and MacroGenics Licensed Trademarks or the Green Cross Licensed Patents that is owned solely by a Party shall be the responsibility of such Party. Such Party shall keep the JSC and the other Party informed any patent applications covering any of the status of all such Patent Prosecution Licensed Intellectual Property are desired, BUYER may request Seller to file the same. Should Seller choose not to do so, from and Trademark Prosecution activities. MacroGenics shall be responsible for undertaking after the Patent Prosecution with respect Effective Date, BUYER will then have the right, at its expense and discretion, to Patents jointly owned by the Parties prepare, file (the “Jointly Owned Patents”including foreign filings), and shall do as directed by the JSC. (ii) MacroGenics shall keep the JSC and Green Cross informed of the status of all matters affecting Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks and Jointly Owned Patents in the Territory, including providing a copy of any correspondence from any governmental authorities to the JSC and Green Cross upon request, and consulting on the strategy and content of submissions to such governmental authorities in advance of any submissions. (iii) Any dispute regarding Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks, or Jointly Owned Patents, shall be resolved by the JSC. (iv) Without limiting the generality of the foregoing, MacroGenics shall prosecute and maintain Jointly Owned Patents using outside counsel acceptable to Green Cross(“Prosecute”) in Seller’s name, and any patents on the Licensed Intellectual Property solely in the BUYER Field. BUYER shall instruct such counsel to provide Seller with copies of all patent applications and other related material submissions and correspondence and filings directly to Green Cross and otherwise permit Green Cross to participate with MacroGenics in any of the activities of such counsel patent authorities with respect to the Patent Prosecution, so as to allow a reasonable period of time for review by Seller. BUYER will notify Seller, and Trademark Prosecution of such Jointly Owned Patents. Before taking any material step in the Patent Prosecution or Jointly Owned Patents, MacroGenics will provide Seller with an opportunity to consult with BUYER and its counsel regarding any material actions to be taken or not taken in connection with Prosecution of any patents covering any of the Licensed Intellectual Property (all such actions to be taken or not taken, “Prosecution Actions”). BUYER shall take into consideration the reasonable requests of Seller regarding Prosecution Actions, provided however, that Buyer shall not take any Prosecution Action that would reasonably result in the impairment of Seller’s rights with respect to the Licensed Intellectual Property outside of the BUYER Field. Seller shall allow Green Cross a reasonable opportunity BUYER to comment on maintain at its own expense any patents covering any of the action proposed Licensed Intellectual Property that Seller otherwise intends to be taken, and agrees to incorporate in such filings all reasonable comments of Green Crossabandon or let lapse. (vb) Green Cross acknowledges From and understands that after the Effective Date, Seller will have the sole right, but not the obligation, at its expense and discretion, to Prosecute, at its expense, any patents on the Licensed Intellectual Property. If, at any time after the Effective Date, Seller obtains any patents on the Licensed Intellectual Property, then the claims of such patents covering the Licensed Intellectual Property will be deemed and are hereby licensed to BUYER within the BUYER Field until the expiration of the term of the last-to-expire of such patent rights and obligations under this Section 15.2 are secondary to and shall be subject within the Licensed Intellectual Property (including any extension to any Third Party rights and obligations such patent rights) under the Upstream Agreements. *** = Portions terms of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the CommissionSection 2.

Prosecution. (ia) The responsibility At its own cost and expense, Bayer will be responsible (using mutually acceptable outside counsel) for Patent Prosecution the filing, prosecution, defense and Trademark Prosecution related to a Patent or Trademark that is within the MacroGenics Licensed Patents and MacroGenics Licensed Trademarks or the Green Cross Licensed Patents that is owned solely by a Party shall be the responsibility of such Party. Such Party shall keep the JSC and the other Party informed maintenance of the status of all such Nuvelo Patent Prosecution and Trademark Prosecution activities. MacroGenics shall be responsible for undertaking the Patent Prosecution with respect to Patents jointly owned by the Parties Rights listed in Exhibit C hereto (the “Jointly Owned PatentsExisting Nuvelo Patent Rights”)) before all patent authorities in the Bayer Territory. Nuvelo has the right to review and comment on the filing, prosecution and defense of the Existing Nuvelo Patent Rights and if outside counsel concludes that taking any specific action(s) may likely have an adverse effect on the scope or validity of any Existing Nuvelo Patent Rights, then Bayer will not take the specific action(s) without the prior, express written consent of Nuvelo and, if Nuvelo does not give its consent to the action, Bayer will propose an alternative strategy for Nuvelo’s consideration. To that end, Bayer will instruct outside counsel to furnish Nuvelo with a reasonably complete draft of each potential submission to a patent authority in the Bayer Territory regarding the Existing Nuvelo Patent Rights no later than thirty (30) days (or if given less than thirty (30) days to respond as soon as practicable) prior to the date such submission is proposed to be made, and shall do as directed by the JSC. (ii) MacroGenics shall keep the JSC and Green Cross informed will reasonably consider any of the status of all matters affecting Patent Prosecution and Trademark Prosecution of MacroGenics Licensed PatentsNuvelo’s timely comments thereon. Additionally, MacroGenics Licensed Trademarks and Jointly Owned Patents in the Territory, including providing Bayer will instruct outside counsel to provide Nuvelo with a copy of each submission made to and document received from a patent authority in the Bayer Territory regarding any correspondence from Existing Nuvelo Patent Rights reasonably promptly after making such filing or receiving each document. If Bayer decides not to file, prosecute, defend or maintain any governmental authorities to claim or patent application or patent within the JSC and Green Cross upon requestExisting Nuvelo Patent Rights in any country in the Bayer Territory, then Bayer will provide Nuvelo with thirty (30) days prior written notice of the decision, and consulting on Nuvelo will have the strategy and content of submissions right to such governmental authorities in advance of any submissions. (iii) Any dispute regarding Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patentsfile, MacroGenics Licensed Trademarks, or Jointly Owned Patents, shall be resolved by the JSC. (iv) Without limiting the generality of the foregoing, MacroGenics shall prosecute and maintain Jointly Owned Patents using outside counsel acceptable to Green Crossthe claim or patent application or patent on behalf of Nuvelo (at Nuvelo’s sole cost and expense). [*] Certain confidential information contained in this document, and shall instruct such counsel to provide copies of correspondence and filings directly to Green Cross and otherwise permit Green Cross to participate with MacroGenics in any of the activities of such counsel with respect to the Patent and Trademark Prosecution of such Jointly Owned Patents. Before taking any material step in the Patent Prosecution or Jointly Owned Patentsmarked by brackets, MacroGenics and its counsel shall allow Green Cross a reasonable opportunity to comment on the action proposed to be taken, and agrees to incorporate in such filings all reasonable comments of Green Cross. (v) Green Cross acknowledges and understands that its rights and obligations under this Section 15.2 are secondary to and shall be subject to any Third Party rights and obligations under the Upstream Agreements. *** = Portions of this exhibit have has been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been and filed separately with the CommissionSecurities and Exchange Commission pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as amended. (b) At its own cost and expense, Bayer will be responsible (using mutually acceptable outside counsel) for the filing, prosecution, defense and maintenance of Joint Patent Rights before all patent authorities in the Bayer Territory. Nuvelo will have the right to review and comment on the filing, prosecution and defense of the Joint Patent Rights by Bayer and if outside counsel concludes that taking any specific action(s) may likely have an adverse effect on the scope or validity of any Joint Patent Rights, then Bayer will not take the specific action(s) without the prior express written consent of Nuvelo and, if Nuvelo does not give its consent to such action, Bayer will propose an alternative strategy for Nuvelo’s consideration. To that end, Bayer will instruct outside counsel to furnish Nuvelo with a reasonably complete draft of each potential submission to a patent authority regarding Joint Patent Rights no later than thirty (30) days (or if given less than thirty (30) days to respond, as soon as practicable) prior to the date the submission is proposed to be made, and will reasonably consider any of Nuvelo’s timely comments thereon. Additionally, Bayer will instruct such outside counsel to provide Nuvelo with a copy of each submission made to and document received from a patent authority in the Bayer Territory regarding any Joint Patent Rights reasonably promptly after making the filing or receiving such document. If Bayer decides to not file, prosecute, defend or maintain or any claim or patent application or patent within Joint Patent Rights in any country in the Bayer Territory, then Bayer will provide Nuvelo with thirty (30) days prior written notice of the decision. Nuvelo will have the right and opportunity to file, prosecute, defend and maintain the claim or patent application or patent (at Nuvelo’s sole cost and expense), and Bayer will assign its complete interest in the claim or patent application or patent to Nuvelo. (c) Nuvelo and Bayer will each provide to the other any invention disclosures submitted to its respective outside or in-house patent counsel in the normal course of its business that disclose an invention within Nuvelo Know-How and Joint Know-How, respectively. Nuvelo and Bayer will cooperate with each other and render all reasonable assistance in prosecuting and maintaining all intellectual property licensed to Bayer under this Agreement. Both Parties will meet regularly, either in person or by telephone or videoconference, but not less than on a quarterly basis, to discuss the prosecution (and other related proceedings, such as interferences and oppositions) of all intellectual property licensed to Bayer under this Agreement. Nuvelo and Bayer will cooperate with each other in these matters, and will sign any necessary legal papers and provide the Party responsible for prosecution with data or other information in support thereof (and use their best efforts to ensure the cooperation of any of their respective personnel and, in the case of Bayer, it’s Affiliates and licensee(s) as might reasonably be requested). (d) At its own cost and expense, Bayer will be responsible (using mutually acceptable outside counsel) for the filing, prosecution, defense and maintenance of the Product Trademarks before all trademark authorities in the Bayer Territory. For the Product Trademarks solely or jointly owned by Nuvelo, Nuvelo will have the right to review and comment on the filing, prosecution and defense of the Product Trademarks by Bayer and if outside counsel mutually acceptable to Bayer and Nuvelo concludes that taking any specific action(s) may likely have an adverse effect on the scope or validity of any Product Trademarks, then Bayer will not take such specific action(s) without the prior express written consent of Nuvelo, and Bayer will propose an alternative strategy for Nuvelo’s consideration. To that end, Bayer will instruct outside counsel to furnish Nuvelo with a reasonably complete draft of each submission to a trademark authority regarding the Product Trademarks no later than thirty (30) days prior to the date the submission is proposed to be made, or if given less than thirty (30) days to respond as soon as practicable, and Bayer will reasonably consider any of Nuvelo’s timely comments thereon. Additionally, Bayer will instruct outside counsel to provide Nuvelo with a copy of each submission made to or document received from a trademark authority regarding any Product Trademarks reasonably promptly after making the filing or receiving the document. If Bayer decides to not file, prosecute, defend or maintain a Product Trademark in any country, then Bayer will provide Nuvelo with thirty (30) days prior written notice of the decision. Nuvelo will have the opportunity to file, prosecute, defend and maintain the Product Trademark at its sole expense, and Bayer will assign its complete interest, if any, in the Product Trademark to Nuvelo.

Prosecution. ACEA shall have the sole right (but not the obligation), to control the filing and prosecution, at its expense, and using patent counsel reasonably acceptable to Sorrento, any patents and patent applications for the Licensed Intellectual Property Rights and ACEA IP; provided, however, that ACEA shall (i) The responsibility for Patent Prosecution and Trademark Prosecution related to a Patent or Trademark that is within the MacroGenics Licensed Patents and MacroGenics Licensed Trademarks or the Green Cross Licensed Patents that is owned solely by a Party shall be the responsibility of such Party. Such Party shall keep the JSC and the other Party Sorrento reasonably informed of the status of all such Patent Prosecution and Trademark Prosecution activities. MacroGenics shall be responsible for undertaking the Patent Prosecution with respect to Patents jointly owned by the Parties (the “Jointly Owned Patents”), and shall do as directed by the JSC. (ii) MacroGenics shall keep the JSC and Green Cross informed of the status of all matters affecting Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks and Jointly Owned Patents in the Territory, including providing a copy of any correspondence from any governmental authorities to the JSC and Green Cross upon request, and consulting on the strategy and content of submissions to such governmental authorities in advance of any submissions. (iii) Any dispute regarding Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks, or Jointly Owned Patents, shall be resolved by the JSC. (iv) Without limiting the generality of the foregoing, MacroGenics shall prosecute and maintain Jointly Owned Patents using outside counsel acceptable to Green Cross, and shall instruct such counsel to provide copies of correspondence and filings directly to Green Cross and otherwise permit Green Cross to participate with MacroGenics in any of the activities of such counsel with respect to the Patent and Trademark Prosecution status of such Jointly Owned Patents. Before taking matters, (ii) provide copies of all material submissions to any material step in the Patent Prosecution or Jointly Owned Patentspatent office related to such matters, MacroGenics and its counsel shall allow Green Cross a reasonable (iii) give Sorrento an opportunity to review and comment on the action proposed nature and text of any new or pending patent applications and consider in good faith any comments from Sorrento regarding steps that might be taken to be takenstrengthen patent protection with respect to any such patent applications and shall conduct discussions with Sorrento on a reasonable basis regarding the patent prosecution strategy for the Licensed Intellectual Property Rights and ACEA IP. If ACEA elects not to file or prosecute any patents or patent applications for the Licensed Intellectual Property Rights or ACEA IP, Sorrento shall have the right, at its expense, to file and prosecute such patents and patent applications using patent counsel of its choice. ACEA will pay all maintenance, annuity, and agrees like fees and amounts to incorporate maintain all Licensed Intellectual Property Rights and ACEA IP as subsisting and in full force and effect. Without limiting the foregoing, ACEA shall promptly (but not less than ninety (90) days prior to the due date for the next applicable filing or payment) give notice to Sorrento of the grant, lapse, revocation, surrender, invalidation or abandonment of any Licensed Patents, and in the event of any lapse, revocation, surrender, invalidation or abandonment of any Licensed Patent in any country, Sorrento may by notice to ACEA assume control of the prosecution and maintenance of such Licensed Patents in such filings country at ACEA’s expense. In the event that Sorrento is permitted to file, prosecute or maintain any Licensed Patents pursuant to the foregoing provisions of this Section 5.3, ACEA shall provide to Sorrento all reasonable comments assistance and cooperation in such efforts, including providing any necessary powers of Green Cross. (v) Green Cross acknowledges attorney and understands that assignments of employees of ACEA and its rights Affiliates and obligations under this Section 15.2 are secondary to Sublicensees and shall be subject to any Third Party rights contractors and obligations under executing any other required documents or instruments for such activities. Sorrento shall have the Upstream Agreements. *** = Portions right to control the filing, prosecution and maintenance, at its expense, and using patent counsel of this exhibit have been omitted pursuant its choice, any patents and patent applications arising out of or relating to a request for confidential treatment. An unredacted version Sorrento IP and any Background IP of this exhibit has been filed separately with the CommissionSorrento.

Prosecution. Provided that Licensee seeks and maintains the strongest and broadest patent claims reasonably practicable and uses patent attorneys acceptable to BIDMC, such acceptance not to be unreasonably withheld, BIDMC appoints Licensee as its exclusive agent to prepare, file, prosecute (iincluding to seek extensions of), maintain and defend (including inter partes and opposition proceedings) The responsibility for all of the Patent Prosecution Rights during the Term. Licensee shall copy BIDMC on all patent prosecution documents and Trademark Prosecution related give BIDMC reasonable opportunities to advise Licensee on such filing, prosecution, maintenance and defense. BIDMC shall reasonably cooperate with Licensee in the filing, prosecution, maintenance and defense of the Patent Rights. Such cooperation includes promptly executing all documents, or requiring inventors, subcontractors, employees and consultants and agents of BIDMC and its Affiliates to execute all documents, and joining as a party in any proceedings, as reasonable and appropriate so as to enable the filing, prosecution, maintenance and defense of any Patent Right in any country. In the event Licensee desires to abandon the prosecution, maintenance or Trademark that is defense of any patent, patent application, or any Claims within the MacroGenics Licensed Patents and MacroGenics Licensed Trademarks Patent Rights where such Claims are not included in a continuation, divisional or the Green Cross Licensed Patents that is owned solely by a Party other patent or patent application, Licensee shall be the responsibility provide BIDMC with [***] prior written notice of such Partyintended abandonment or decline of responsibility and, as to Claims, shall reasonably consider BIDMC’s judgment in whether or not to abandon or not defend such Claim, and, as to such patent or patent application, such abandonment or election not to defend shall only be with prior notice to BIDMC on a patent by patent and country by country basis. Such Party shall keep the JSC and the other Party informed of the status of all If BIDMC desires to prosecute, maintain or defend any such Patent Prosecution and Trademark Prosecution activities. MacroGenics shall be responsible for undertaking the Patent Prosecution with respect to Patents jointly owned by the Parties (the “Jointly Owned Patents”), and shall do as directed by the JSC. (ii) MacroGenics shall keep the JSC and Green Cross informed of the status of all matters affecting Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks and Jointly Owned Patents in the Territory, including providing a copy of any correspondence from any governmental authorities to the JSC and Green Cross upon request, and consulting on the strategy and content of submissions to such governmental authorities in advance of any submissions. (iii) Any dispute regarding Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks, or Jointly Owned Patents, shall be resolved by the JSC. (iv) Without limiting the generality of the foregoing, MacroGenics shall prosecute and maintain Jointly Owned Patents using outside counsel acceptable to Green Cross, and shall instruct such counsel to provide copies of correspondence and filings directly to Green Cross and otherwise permit Green Cross to participate with MacroGenics in any of the activities of such counsel with respect to the Patent and Trademark Prosecution of such Jointly Owned Patents. Before taking any material step in the Patent Prosecution or Jointly Owned Patents, MacroGenics and its counsel shall allow Green Cross a reasonable opportunity to comment on the action Rights proposed to be taken, and agrees to incorporate in such filings all reasonable comments of Green Cross. (v) Green Cross acknowledges and understands that its rights and obligations abandoned by Licensee under this Section 15.2 are secondary Agreement, the right to prepare, file, prosecute, maintain and defend the relevant Patent Rights shall be revert, as between Licensor and Licensee, to BIDMC, at BIDMC’s expense, subject to any Third Party third party rights. In such event, such BIDMC paid-for rights shall be removed from the definition of Patent Rights under this Agreement, the licenses granted to Licensee and obligations under its Affiliates as to such Patent Rights shall terminate, and BIDMC shall have the Upstream Agreements. *** = Portions of this exhibit have been omitted pursuant right to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commissionabandon or maintain and license such Patent Rights in its discretion.

Prosecution. (i) The responsibility for Patent Prosecution a. During the Term, Cytonics shall file, record, prosecute, and Trademark Prosecution related to a Patent or Trademark that is maintain all Patents within the MacroGenics Licensed Patents and MacroGenics Licensed Trademarks or Cytonics Technology in the Green Cross Licensed Patents that is owned solely Territory, with the expense incurred with respect thereto being paid by a Party shall be the responsibility of such PartyCytonics. Such Each Party shall keep the JSC and the other Party informed of reasonably informed, and shall respond to all reasonable requests for information, regarding Cytonics Technology or Marks. A2Mcyte shall not have the status of all right to review and approve any pending applications and other proceedings, however they may make recommendations to Cytonics concerning such Patent Prosecution and Trademark Prosecution activities. MacroGenics shall be responsible for undertaking the Patent Prosecution actions with respect to Patents jointly owned by the Parties patents included in the Cytonics Technology. b. With respect to the Cytonics Technology, in any jurisdiction, if Cytonics elects not to: (the “Jointly Owned Patents”)i) prosecute (e.g., prepare and shall do as directed by the JSC.file a patent application) or maintain any Cytonics Technology in a particular jurisdiction; (ii) MacroGenics shall keep take any other action to prevent the JSC and Green Cross informed forfeiture of the status of all matters affecting Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks and Jointly Owned Patents commercially valuable rights with respect to any Cytonics Technology in the Territory, including providing a copy of any correspondence from any governmental authorities particular jurisdiction that is reasonably necessary to the JSC and Green Cross upon request, and consulting on the strategy and content of submissions to establish or preserve such governmental authorities commercially valuable rights in advance of any submissions.such jurisdiction; or (iii) Any dispute regarding Patent Prosecution and Trademark Prosecution pay the costs associated with the prosecution or maintenance of MacroGenics Licensed Patents, MacroGenics Licensed Trademarksany Cytonics Technology, or Jointly Owned Patents, shall be resolved by such other action in any particular jurisdiction to challenge the JSC. validity of a patent right (iv) Without limiting the generality each of the foregoingforegoing a “Requested Prosecution Action”), MacroGenics then in each such case Cytonics shall prosecute and maintain Jointly Owned Patents using outside counsel acceptable so notify (“Non-Prosecution Notice”) A2Mcyte promptly in writing that it has made such an election. Cytonics shall provide such Non-Prosecution Notice to Green CrossA2Mcyte on or before a date that it reasonably believes would provide A2Mcyte with sufficient time to enable A2Mcyte to meet any deadlines known to Cytonics by which the Requested Prosecution Action must be taken to establish or preserve commercially valuable rights in the jurisdiction to which such Requested Prosecution Action relates. On receipt of any Non-Prosecution Notice, A2Mcyte shall have the right but not the obligation to take the Requested Prosecution Action at its own expense, and shall instruct such counsel to provide copies of correspondence and filings directly to Green Cross and otherwise permit Green Cross to participate with MacroGenics in any take over prosecution of the activities of such counsel patent or other Intellectual Property that was subject to the Non-Prosecution Notice, and Cytonics shall cooperate fully with A2Mcyte with respect to the Patent and Trademark Prosecution of any such Jointly Owned Patentsaction. Before taking any material step in the Patent Prosecution or Jointly Owned Patents, MacroGenics and its counsel shall allow Green Cross a reasonable opportunity to comment on the action proposed to be taken, and agrees to incorporate in such filings all reasonable comments of Green Cross. (v) Green Cross acknowledges and understands that its rights and obligations under this Section 15.2 are secondary to and A2Mcyte shall be subject deemed to have received a Non-Prosecution Notice with respect to any Third Party rights and obligations under Requested Prosecution Action if Cytonics shall not have taken the Upstream Agreements. *** = Portions Requested Prosecution Action within thirty (30) Business Days of this exhibit have been omitted pursuant to a written request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commissionby A2Mcyte that Cytonics take such action.

Prosecution. (i) The responsibility for Patent Prosecution and Trademark Prosecution related APIL shall have the right to a Patent Prosecute any issued patent or Trademark that is pending patent application within the MacroGenics Licensed Nanotechnology Patents, the OCR Patents, and the Abuse Resistant Patents at its sole discretion and cost and expense. APIL shall keep Purchaser reasonably informed of all activities during the course of such prosecution and provide Purchaser with copies of material correspondence and filings relating to such activities. At APIL’s request and expense, Purchaser will cooperate to Prosecute the Nanotechnology Patents, the OCR Patents and MacroGenics Licensed Trademarks or the Green Cross Licensed Patents that is owned solely by a Party shall be the responsibility of such PartyAbuse Resistant Patents. Such Party shall keep the JSC and the other Party informed of the status of all such Patent Prosecution and Trademark Prosecution activities. MacroGenics shall be responsible for undertaking the Patent Prosecution with respect Without prejudice to Patents jointly owned by the Parties (the “Jointly Owned Patents”), and shall do as directed by the JSC. (ii) MacroGenics shall keep the JSC and Green Cross informed of the status of all matters affecting Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks and Jointly Owned Patents in the Territory, including providing a copy of any correspondence from any governmental authorities to the JSC and Green Cross upon request, and consulting on the strategy and content of submissions to such governmental authorities in advance of any submissions. (iii) Any dispute regarding Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks, or Jointly Owned Patents, shall be resolved by the JSC. (iv) Without limiting the generality of the foregoingforegoing sentence, MacroGenics Purchaser shall prosecute and maintain Jointly Owned keep APIL reasonably informed from time-to-time of activities relating to Zogenix Products that are encompassed by the Abuse Resistant Patents using outside counsel acceptable to Green Cross, and shall instruct reasonably allow APIL to use data and information generated by Purchaser relating to such counsel Zogenix Products to provide copies of correspondence Prosecute the Abuse Resistant Patents. If in addition to APIL’s activities to Prosecute the Abuse Resistant Patents and filings directly to Green Cross and otherwise permit Green Cross to participate with MacroGenics in any of the activities of such counsel Nanotechnology Patents, Purchaser wishes with respect to any Abuse Resistant Patent or any Nanotechnology Patent listed in subsection A-2.6 of Exhibit A-1 to have a divisional, continuation or continuation-in-part application filed that solely claims a compound, composition, method of making or method of using compounds or compositions within the Patent scope of Purchaser’s exclusive license hereunder, then Purchaser shall notify APIL and, subject to APIL’s approval, which shall not unreasonably withheld, delayed or conditioned, APIL will use commercially reasonable efforts to Prosecute such patent application, at Purchaser’s cost EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. and Trademark Prosecution of expense. Promptly upon receipt, APIL will provide Purchaser with all patent office documents relating to such Jointly Owned Patents. Before taking any material step in the Patent Prosecution or Jointly Owned Patents, MacroGenics and its counsel shall allow Green Cross a reasonable opportunity to comment on the action proposed to be takenprosecution, and agrees will also provide drafts of responses to incorporate office actions and other substantive filings with any patent office regarding such patent application sufficiently in such filings advance of their submission to enable review and comment by Purchaser. APIL will consider in good faith all reasonable comments of Green Crosstimely made by Purchaser. (v) Green Cross acknowledges and understands that its rights and obligations under this Section 15.2 are secondary to and shall be subject to any Third Party rights and obligations under the Upstream Agreements. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.