Common use of Certain Improvements Clause in Contracts

Certain Improvements. Notwithstanding the foregoing, (a) if ORCHID -------------------- creates, invents or otherwise develops any improvements to TAG Assays (each a "TAG Improvement"), then (i) ORCHID shall (and hereby does) assign and transfer to AFFYMETRIX all right, title and interest in and to such TAG Improvement, and all related intellectual property rights Controlled by ORCHID related thereto, (ii) AFFYMETRIX shall (A) grant to ORCHID a non-exclusive, non-transferable, royalty-free license to exploit such TAG Improvement for ORCHID's internal use, and (B) shall include internal use rights to use such TAG Improvement within the licenses granted to Product customers, and (iii) to the extent that AFFYMETRIX grants any Third Party a license to exploit the TAG Improvements, AFFYMETRIX shall pay ORCHID a royalty of [*] of the Net Sales (which royalty shall be subject to reduction in the manner and scope described in Section 2.2(d)) received by AFFYMETRIX from (and only from) use of such TAG Improvements until ORCHID has received an aggregate of [*], at which time no further royalties or other fees shall be due or owing ORCHID in respect of such TAG Improvement; and (b) if AFFYMETRIX creates, invents or otherwise develops any improvements to GBA (each a "GBA Improvement"), then (i) AFFYMETRIX shall (and hereby does) assign and transfer to ORCHID all right, title and interest in and to such GBA Improvement, and all related intellectual property rights Controlled by AFFYMETRIX related thereto, (ii) ORCHID shall (A) grant to AFFYMETRIX a non- exclusive, non-transferable, royalty-free license to exploit such GBA Improvement for AFFYMETRIX's internal use and (B) shall include internal use rights to use such GBA Improvements within the licenses granted to Product customers, and (iii) to the extent that ORCHID grants any Third Party a license to exploit the GBA Improvements, ORCHID shall pay AFFYMETRIX a royalty of [*] of the Net Sales (which royalty shall be subject to reduction in the manner and scope described in Section 2.2(d)) received by ORCHID from (and only from) use of such GBA Improvements until AFFYMETRIX has received an aggregate of [*], at which time no further royalties or other fees shall be due or owing AFFYMETRIX in respect of such GBA Improvement. This Section 5 does not (by implication or otherwise) extend to either party any license to any other intellectual property or technology such as any underlying technology in any TAG Improvement or GBA Improvement. Notwithstanding anything to the contrary, neither party shall have any rights, licenses or obligations, whether express or implied, except as expressly set forth in this Agreement.

Certain Improvements. Notwithstanding As between the foregoingParties and notwithstanding anything herein to the contrary, (i) DS shall have and retain ownership of the Research Sequence Pairs (including the entire sequence set forth on Exhibit 1.54), DS Sequence Pair, the […***…] Binding Domain (including the entire sequence set forth on Exhibit 1.12), and (subject to the provisions of ownership in Section 7.1 above and Zymeworks’ ownership of the Zymeworks Platform Improvements) the […***…] Variable Domain; and (ii) Zymeworks shall retain all rights in the Zymeworks Platform and any Inventions comprising improvements thereto. For clarity, (a) if ORCHID -------------------- createsall Inventions comprising antibody mutations created by the Parties or their Related Parties (alone or jointly) that modify or improve the Zymeworks Platform will comprise improvements thereto (“Zymeworks Platform Improvements”) and will be owned by Zymeworks, invents or otherwise develops any improvements subject to TAG Assays (each a "TAG Improvement"), then (i) ORCHID shall (and hereby does) assign and transfer to AFFYMETRIX all right, title and interest in and to such TAG Improvement, and all related intellectual property rights Controlled by ORCHID related thereto, (ii) AFFYMETRIX shall (A) grant to ORCHID a non-exclusive, non-transferable, royalty-free license to exploit such TAG Improvement for ORCHID's internal use, and (B) shall include internal use rights to use such TAG Improvement within the licenses granted to Product customers, and (iii) to the extent that AFFYMETRIX grants any Third Party a license to exploit the TAG Improvements, AFFYMETRIX shall pay ORCHID a royalty of [*] of the Net Sales (which royalty shall be subject to reduction in the manner and scope described Option set forth in Section 2.2(d)) received by AFFYMETRIX from (and only from) use of such TAG Improvements until ORCHID has received an aggregate of [*], at which time no further royalties or other fees shall be due or owing ORCHID in respect of such TAG Improvement2.1; and (b) if AFFYMETRIX createsall Inventions comprising antibody mutations, invents other than Zymeworks Platform Improvements, created by the Parties or otherwise develops any improvements their Related Parties (alone or jointly) pursuant to GBA (each a "GBA Improvement"), then (i) AFFYMETRIX shall (and hereby does) assign and transfer to ORCHID all right, title and interest in and to such GBA Improvement, and all related intellectual property rights Controlled by AFFYMETRIX related thereto, (ii) ORCHID shall (A) grant to AFFYMETRIX a non- exclusive, non-transferable, royalty-free license to exploit such GBA Improvement for AFFYMETRIX's internal use and (B) shall include internal use rights to use such GBA Improvements within the licenses granted to Product customers, and (iii) this Agreement to the extent that ORCHID grants any Third Party a license to exploit such mutations are within the GBA […***…] Variable Domain (collectively, “[…***…] Variable Domain Improvements”) will be owned by DS, ORCHID shall pay AFFYMETRIX a royalty of [*] of the Net Sales (which royalty shall be subject to reduction in the manner and scope described in Section 2.2(d)) received by ORCHID from (and only from) use of such GBA Improvements until AFFYMETRIX has received an aggregate of [*], at which time no further royalties or other fees shall be due or owing AFFYMETRIX in respect of such GBA Improvement. This Section 5 does not (by implication or otherwise) extend to either party any license to any other intellectual property or technology such as any underlying technology in any TAG Improvement or GBA Improvement. Notwithstanding anything to the contrary, neither party shall have any rights, licenses or obligations, whether express or implied, except as expressly set forth in this AgreementSection 2.2. For purposes of the foregoing, “[…***…] Variable Domain” defined means an antibody variable region comprising the […***…] Binding Domain or a mutated […***…] Binding Domain described in clause (b) above.