Common use of Joint Patents Clause in Contracts

Joint Patents. At the initiative of either Party the Parties will consult with each other whether to file any patent applications for Joint Patents relating to the Results or any part thereof. The following provisions will apply to any such patent applications for Joint Patents: 4.1 Any Joint Patent will be listed in Annex B to this Agreement, which will be amended from time to time by written consent of Rosetta and Hadasit. 4.2 The Joint Patents will be registered as jointly owned by Hadasit and Rosetta, in equal undivided shares. The Principal Investigator and inventor(s) designated by Rosetta will be registered as the investors of each Joint Patent. If the law of any jurisdiction in which an application for a Joint Patent is filed requires the application to be filed in the name of the inventors, the Parties will use their best efforts to procure that the Principal Investigator and any other inventors of the patent will cooperate in so filing the application for the patent and will thereafter assign the application to the Parties. 4.3 Rosetta shall bear and pay all expenses relating to the prosecution and maintenance of the Joint Patents and shall control the prosecution, maintenance and litigation of the Joint Patents. 4.4 The prosecution and maintenance actions include but are not limited to preparing, filing, prosecuting and maintaining patent and patent applications for the Joint Patent, managing any proceedings relating to any interferences or reexaminations, or requesting reissues or patent term extensions with respect to the Joint patent and resolving to file the Joint Patent in additional jurisdictions other than the initial jurisdiction in which it shall be filed, for the purpose of obtaining wider protection for the Joint Patent. 4.5 In the event that Rosetta elects not to bear the expenses relating to the filing of a Joint Patent in a specific file or jurisdiction in which it has been already filed as a patent application, the following terms will apply: 4.5.1 Rosetta shall give Hadasit prior written notice within a reasonable time prior to the date in which such expense is due, including all relevant details regarding the expense, and specifically indicate its intention not to pay the expense (the "Unpaid Expense"). 4.5.2 In such event, Hadasit shall have the right (but not the obligation) to pay the Unpaid Expenses, instead of Rosetta, provided that it has given Rosetta reasonable prior written notice to Rosetta of its intent to do so. 4.5.3 In the event that Hadasit pays the Unpaid Expenses instead of Rosetta within sixty (60) days of the date of receipt of notice from Rosetta: (i) Hadasit shall take the control of the prosecution of the Joint Patent in the specific registry of the specific file or jurisdiction for which the Unpaid Expenses were paid; (ii) Rosetta shall assign all of its rights, title and interest in the Joint Patent registered in such specific file or jurisdiction to Hadasit, within 30 days of a written request by Hadasit, following payment of the Unpaid Expenses by Hadasit. Nothing contained in sections 4.5.2 and 4.5.3 shall affect, in any way, any rights of Rosetta under this Agreement, including rights pertaining to the License under Section 7 below. 4.5.4 In the event that Hadasit has not paid the Unpaid Expenses instead of Rosetta, Rosetta may, at any time, in its sole discretion, pay such Unpaid Expenses. In such event, Rosetta shall notify Hadasit of its intent to do so, and sections 4.3 and 4.4 shall apply accordingly. 4.6 Hasdasit, HUH and their relevant personal, including but not limited to the Principal Investigator, shall reasonably cooperate and assist Rosetta and its patent attorney, as shall be required in order to facilitate the prosecution and maintenance of any Joint Patent. Such assistance will include, but shall not be limited to signature on any formal document or form which shall require Hadasit's, HUH's or the Principal Investigator's signature for the purpose of filing or maintaining any Joint Patent. 4.7 If so requested, Rosetta shall consult with Hadasit and its designated patent experts with respect to the prosecution and maintenance of Joint Patents. If the event described in Section 4.5.3 above occurs and Hadasit assumes control of the prosecution of a specific Joint Patent in a specific file or jurisdiction, if so requested Hadasit will consult with the patent experts of Rosetta with respect to the prosecution and maintenance of such specific Joint Patent in such specific file or jurisdiction.

Joint Patents. At the initiative of either Party the The Parties will consult with each other whether to file shall promptly disclose any patent applications for potentially patentable Joint Patents relating Invention to the Results or any part thereofJDC. Once the JDC has determined that a Patent Right should be filed corresponding to the Joint Invention, Company shall have the first right to be responsible for and control the preparation of a priority application disclosing and claiming (as applicable) the Joint Invention (“Joint Patent”). Company shall provide Transferee with a draft of the proposed filing, permitting Transferee the opportunity to provide comments. The following provisions will apply Parties shall share equally in the cost of preparing the priority application, and shall coordinate to ensure that all deadlines are met, including any such patent applications for Joint Patents: 4.1 Any Joint Patent will be listed in Annex B foreign filing deadline. Subsequent to this Agreementthe national phase filing deadline, which will be amended from time to time by written consent of Rosetta and Hadasit. 4.2 The Joint Patents will be registered as jointly owned by Hadasit and Rosetta, in equal undivided shares. The Principal Investigator and inventor(sTransferee (or its designee(s)) designated by Rosetta will be registered as shall have the investors of each Joint Patent. If the law of any jurisdiction in which an application for a Joint Patent is filed requires the application first right to be filed in responsible for, and control the name of the inventors, the Parties will use their best efforts to procure that the Principal Investigator Prosecution and any other inventors of the patent will cooperate in so filing the application for the patent and will thereafter assign the application to the Parties. 4.3 Rosetta shall bear and pay all expenses relating to the prosecution and maintenance Maintenance of the Joint Patents Patent throughout the Territory, and Company shall have the first right to be responsible for, and control the prosecution, maintenance Prosecution and litigation Maintenance of the Joint Patent outside of the Territory. The Parties shall reasonably cooperate in Prosecution and Maintenance of the filings each Party controls. The Parties shall keep each other advised of the status of all material communications to and from applicable patent offices, actual, and prospective filings or submissions regarding Joint Patents. 4.4 The prosecution , and maintenance actions include but are not limited shall give the other Party an opportunity to preparingreview and comment in advance on any such communications, filing, prosecuting and maintaining patent and patent applications for the Joint Patent, managing any proceedings relating submissions proposed to be sent to any interferences patent office. If Transferee (or reexaminations, or requesting reissues or patent term extensions with respect to the Joint patent and resolving to file the Joint Patent its designee(s)) elects in additional jurisdictions other than the initial jurisdiction in which it shall be filed, for the purpose of obtaining wider protection for the Joint Patent. 4.5 In the event that Rosetta elects its sole discretion not to bear the expenses relating to the filing of Prosecute and Maintain a Joint Patent in a specific file any country or jurisdiction in which the Territory, then it has been already filed as a patent application, the following terms will apply: 4.5.1 Rosetta shall give Hadasit prior written notice within a reasonable time prior inform Company in writing at least ninety (90) calendar days before any deadline applicable to the filing, prosecution, or maintenance of such Joint Patent, as the case may be, or any other date by which an action must be taken to establish or preserve such Joint Patent in which such expense is due, including all relevant details regarding the expensecountry or jurisdiction, and specifically indicate its intention not to pay the expense (the "Unpaid Expense"). 4.5.2 In in such event, Hadasit case Company shall have the right (right, but not the obligation) , to pay pursue the Unpaid Expenses, instead filing or support the continued Prosecution or Maintenance of Rosetta, provided that it has given Rosetta reasonable prior written notice to Rosetta of its intent to do so. 4.5.3 In the event that Hadasit pays the Unpaid Expenses instead of Rosetta within sixty (60) days of the date of receipt of notice from Rosetta: (i) Hadasit shall take the control of the prosecution of the such Joint Patent in the specific registry of Territory. Each Party agrees to provide the specific file other Party with all information necessary or jurisdiction desirable to enable the prosecuting party for which the Unpaid Expenses were paid; (ii) Rosetta shall assign all of its rights, title and interest in the any Joint Patent registered in such specific file or jurisdiction to Hadasit, within 30 days comply with the duty of a written request by Hadasit, following payment candor/duty of the Unpaid Expenses by Hadasit. Nothing contained in sections 4.5.2 and 4.5.3 shall affect, in any way, any rights of Rosetta under this Agreement, including rights pertaining to the License under Section 7 below. 4.5.4 In the event that Hadasit has not paid the Unpaid Expenses instead of Rosetta, Rosetta may, at any time, in its sole discretion, pay such Unpaid Expenses. In such event, Rosetta shall notify Hadasit of its intent to do so, and sections 4.3 and 4.4 shall apply accordingly. 4.6 Hasdasit, HUH and their relevant personal, including but not limited to the Principal Investigator, shall reasonably cooperate and assist Rosetta and its patent attorney, as shall be required in order to facilitate the prosecution and maintenance disclosure requirements of any Joint Patent. Such assistance will include, but shall not be limited to signature on any formal document or form which shall require Hadasit's, HUH's or the Principal Investigator's signature for the purpose of filing or maintaining any Joint Patentpatent authority. 4.7 If so requested, Rosetta shall consult with Hadasit and its designated patent experts with respect to the prosecution and maintenance of Joint Patents. If the event described in Section 4.5.3 above occurs and Hadasit assumes control of the prosecution of a specific Joint Patent in a specific file or jurisdiction, if so requested Hadasit will consult with the patent experts of Rosetta with respect to the prosecution and maintenance of such specific Joint Patent in such specific file or jurisdiction.

Joint Patents. At the initiative of either Party the Parties will consult with each other whether to file any patent applications (i) Intrexon shall be responsible for Joint Patents relating to the Results or any part thereof. The following provisions will apply to any such patent applications for Joint Patents: 4.1 Any Joint Patent will be listed in Annex B to this Agreement, which will be amended from time to time by written consent of Rosetta and Hadasit. 4.2 The Joint Patents will be registered as jointly owned by Hadasit and Rosetta, in equal undivided shares. The Principal Investigator and inventor(s) designated by Rosetta will be registered as the investors of each Joint Patent. If the law of any jurisdiction in which an application for a Joint Patent is filed requires the application to be filed in the name of the inventors, the Parties will use their best efforts to procure that the Principal Investigator and any other inventors of the patent will cooperate in so filing the application for the patent and will thereafter assign the application to the Parties. 4.3 Rosetta shall bear and pay all expenses relating to the prosecution and maintenance of the Joint Patents and shall control the prosecution, maintenance and litigation of the Joint Patents. 4.4 The prosecution and maintenance actions include but are not limited to preparing, filing, prosecuting and maintaining patent any Joint Patents at its own cost and patent expense, except that ARES TRADING shall be responsible for maintaining at its own cost and expense any issued Joint Patents which are requested by ARES TRADING and directed exclusively to the composition, formulation, manufacture or use of one or more Products (“Product Specific Patents”). ARES TRADING and Intrexon shall cooperate, to the extent such is reasonable and can be done without substantially compromising the value and or protection of any Inventions, to develop a suitable portfolio of Product Specific Patents and shall coordinate on the territory (country list) where protection is intended. To this end, during the Term ARES TRADING may request, at its discretion, that Intrexon file one or more continuation or divisional applications (as appropriate) within an application for Joint Patent for the express purpose of creating Product Specific Patents, which request shall be honored to the extent reasonable, permitted by applicable laws, and otherwise consistent with this Agreement. Each Joint Owner shall fully cooperate with the other Joint Owner in connection with the filing, prosecution and maintenance of such Joint Patents. The responsible Joint Owner for a particular Joint Patent shall consult with the other Joint Owner, shall keep the other Joint Owner reasonably informed of the status of such Joint Patent, managing any proceedings relating and shall promptly provide the other Joint Owner with drafts of all proposed material filings and correspondences with the patent authorities with respect to any interferences such Joint Patent for such other Joint Owner’s review and comment prior to the submission of such proposed filings and correspondences. The responsible Joint Owner shall confer with the other Joint Owner and take into consideration such other Joint Owner’s comments prior to submitting such filings and correspondences, provided that such other Joint Owner shall provide such comments within [*****] days of receiving the draft filings and correspondences from the responsible Joint Owner. If such other Joint Owner does not provide comments within such period of time, then such other Joint Owner shall be deemed to have no comment to such proposed filings or reexaminations, or requesting reissues or patent term extensions correspondences. In case of disagreement between the Joint Owners with respect to the filing, prosecution and maintenance of such Joint patent and resolving to file Patents, the Joint Patent in additional jurisdictions other than the initial jurisdiction in which it final decision shall be filed, for made by the purpose of obtaining wider protection for the responsible Joint PatentOwner. 4.5 In (ii) The responsible Joint Owner shall notify the event that Rosetta elects other Joint Owner of any decision to cease prosecution and/or maintenance of, or not to bear the expenses relating to the filing of a Joint Patent in a specific file or jurisdiction in which it has been already filed as a patent application, the following terms will apply: 4.5.1 Rosetta shall give Hadasit prior written notice within a reasonable time prior to the date in which such expense is due, including all relevant details regarding the expense, and specifically indicate its intention not continue to pay the expense (the "Unpaid Expense"). 4.5.2 In expenses of prosecution and/or maintenance of, any Joint Patent. The responsible Joint Owner shall provide such eventnotice at least [*****] days prior to any filing or payment due date, Hadasit shall have the right (but not the obligation) to pay the Unpaid Expenses, instead of Rosetta, provided or any other due date that it has given Rosetta reasonable prior written notice to Rosetta of its intent to do so. 4.5.3 In the event that Hadasit pays the Unpaid Expenses instead of Rosetta within sixty (60) days of the date of receipt of notice from Rosetta: (i) Hadasit shall take the control of the prosecution of the Joint Patent in the specific registry of the specific file or jurisdiction for which the Unpaid Expenses were paid; (ii) Rosetta shall assign all of its rights, title and interest in the Joint Patent registered in such specific file or jurisdiction to Hadasit, within 30 days of a written request by Hadasit, following payment of the Unpaid Expenses by Hadasit. Nothing contained in sections 4.5.2 and 4.5.3 shall affectrequires action, in any way, any rights of Rosetta under this Agreement, including rights pertaining to the License under Section 7 below. 4.5.4 In the event that Hadasit has not paid the Unpaid Expenses instead of Rosetta, Rosetta may, at any time, in its sole discretion, pay connection with such Unpaid ExpensesJoint Patent. In such event, Rosetta such other Joint Owner shall notify Hadasit of its intent to do sohave the right, and sections 4.3 and 4.4 shall apply accordingly. 4.6 Hasdasit, HUH and their relevant personal, including but not limited the obligation, to the Principal Investigator, shall reasonably cooperate and assist Rosetta and its patent attorney, as shall be required in order to facilitate the continue prosecution and maintenance of any Joint Patent. Such assistance will include, but shall not be limited to signature on any formal document or form which shall require Hadasit's, HUH's or the Principal Investigator's signature for the purpose of filing or maintaining any Joint Patent. 4.7 If so requested, Rosetta shall consult with Hadasit and its designated patent experts with respect to the prosecution and maintenance of Joint Patents. If the event described in Section 4.5.3 above occurs and Hadasit assumes control of the prosecution of a specific Joint Patent in a specific file or jurisdiction, if so requested Hadasit will consult with the patent experts of Rosetta with respect to the prosecution and maintenance of such specific Joint Patent in such specific file or jurisdictionat its expense. (iii) In the event this Agreement terminates and Intrexon obtains the exclusive license under the Joint IP pursuant to Section 11.4(b), then Intrexon shall have the right, but not the obligation, to elect to prosecute and maintain the Joint Patent throughout the world at Intrexon’s cost and expense. 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. Confidential

Joint Patents. At the initiative of either Party The Parties shall discuss in good faith, and thereupon implement, a mutually agreeable patent strategy with respect to all Joint Patents and Joint Know-How that may be patentable. With respect to all Joint Patents and Joint Know-How for which the Parties will consult with each other whether to file any agree patent prosecution should be sought, the Parties shall cooperate in the preparation, filing and prosecution of patent applications for Joint Patents relating (including provoking, instituting or defending inter partes review, interference, opposition, revocation, reexamination, derivation, and similar proceedings related to the Results or any part thereof. The following provisions will apply to any such Joint Patents), and shall discuss and agree on the content and form of relevant patent applications for Joint Patents: 4.1 Any Joint Patent will and any other relevant matters before such applications are made. Each Party shall consider in good faith any comments from the other Party regarding steps to be listed in Annex B taken to this Agreement, which will be amended from time to time by written consent of Rosetta and Hadasit. 4.2 The Joint Patents will be registered as jointly owned by Hadasit and Rosetta, in equal undivided shares. The Principal Investigator and inventor(s) designated by Rosetta will be registered as the investors of each strengthen any Joint Patent. If BioTime shall serve as the law lead Party to prosecute and maintain all applications covering Joint Patents in the BioTime Exclusive Field or BioTime Non-Exclusive Field and in the BioTime Option Field during the term of the option and for any jurisdiction in which an application for a Joint Patent is filed requires covering a BioTime Product (including provoking, instituting or defending inter partes review, interference, opposition, revocation, reexamination and similar proceedings related to the application to be filed in the name of the inventorsJoint Patents), the Parties will use their best efforts to procure share equally in the expense. In the event that the Principal Investigator and Parties’ respective patent counsel, after good faith discussions, cannot agree with respect to any other inventors of the patent will cooperate in so filing the application for the patent and will thereafter assign the application decision to the Parties. 4.3 Rosetta shall bear and pay all expenses relating to be made regarding the prosecution and maintenance of the Joint Patents and Patents, BioTime shall control make the prosecutiondecision. Notwithstanding the foregoing, maintenance and litigation of the Joint Patents. 4.4 The prosecution and maintenance actions include but are Parties shall not limited to preparing, filing, prosecuting and maintaining patent and patent applications for the Joint Patent, managing any proceedings relating to any interferences or reexaminations, or requesting reissues or patent term extensions with respect to the Joint patent and resolving to file the Joint Patent in additional jurisdictions other than the initial jurisdiction in which it shall be filed, for the purpose of obtaining wider protection for the Joint Patent. 4.5 In the event that Rosetta elects not to bear the expenses relating to the filing of prosecute a Joint Patent in a specific file or jurisdiction in which it has been already filed as a patent application, the following terms will apply: 4.5.1 Rosetta shall give Hadasit prior written notice within a reasonable time prior to the date in which such expense is due, including all relevant details regarding the expense, and specifically indicate its intention not to pay the expense (the "Unpaid Expense"). 4.5.2 In such event, Hadasit shall have the right (but not the obligation) to pay the Unpaid Expenses, instead of Rosetta, provided manner that it has given Rosetta reasonable prior written notice to Rosetta of its intent to do so. 4.5.3 In the event that Hadasit pays the Unpaid Expenses instead of Rosetta within sixty (60) days of the date of receipt of notice from Rosetta: (i) Hadasit shall take the control of the prosecution of the Joint Patent in the specific registry of the specific file or jurisdiction for which the Unpaid Expenses were paid; (ii) Rosetta shall assign all of its rights, title and interest in the Joint Patent registered in such specific file or jurisdiction to Hadasit, within 30 days of a written request by Hadasit, following payment of the Unpaid Expenses by Hadasit. Nothing contained in sections 4.5.2 and 4.5.3 shall affect, in any way, any rights of Rosetta under this Agreement, including rights pertaining to the License under Section 7 below. 4.5.4 In the event that Hadasit has not paid the Unpaid Expenses instead of Rosetta, Rosetta may, at any time, in its sole discretion, pay such Unpaid Expenses. In such event, Rosetta shall notify Hadasit of its intent to do so, and sections 4.3 and 4.4 shall apply accordingly. 4.6 Hasdasit, HUH and their relevant personal, including but not limited to the Principal Investigator, shall reasonably cooperate and assist Rosetta and its patent attorney, as shall would be required in order to facilitate the prosecution and maintenance of any Joint Patent. Such assistance will include, but shall not be limited to signature on any formal document or form which shall require Hadasit's, HUH's or the Principal Investigator's signature for the purpose of filing or maintaining any Joint Patent. 4.7 If so requested, Rosetta shall consult inconsistent with Hadasit and its designated patent experts with respect to the prosecution and maintenance of Joint Patents. If the event described in Section 4.5.3 above occurs and Hadasit assumes control of the prosecution of a specific corresponding Joint Patent Patent. [ * ] = Certain confidential information contained in a specific file or jurisdictionthis document, if so requested Hadasit will consult marked by brackets, has been omitted and filed separately with the patent experts Securities and Exchange Commission pursuant to Rule 24b-2 of Rosetta with respect to the prosecution and maintenance Securities Exchange Act of such specific Joint Patent in such specific file or jurisdiction.1934, as amended. 16

Joint Patents. At the initiative of either Party The Parties shall discuss in good faith, and thereupon implement, a mutually agreeable patent strategy with respect to all Joint Patents and Joint Know-How that may be patentable. With respect to all Joint Patents and Joint Know-How for which the Parties will consult with each other whether to file any agree patent prosecution should be sought, the Parties shall cooperate in the preparation, filing and prosecution of patent applications for Joint Patents relating (including provoking, instituting or defending inter partes review, interference, opposition, revocation, reexamination, derivation, and similar proceedings related to the Results or any part thereof. The following provisions will apply to any such Joint Patents), and shall discuss and agree on the content and form of relevant patent applications for Joint Patents: 4.1 Any Joint Patent will and any other relevant matters before such applications are made. Each Party shall consider in good faith any comments from the other Party regarding steps to be listed in Annex B taken to this Agreement, which will be amended from time to time by written consent of Rosetta and Hadasit. 4.2 The Joint Patents will be registered as jointly owned by Hadasit and Rosetta, in equal undivided shares. The Principal Investigator and inventor(s) designated by Rosetta will be registered as the investors of each strengthen any Joint Patent. If BioTime shall serve as the law lead Party to prosecute and maintain all applications covering Joint Patents in the BioTime Exclusive Field or BioTime Non-Exclusive Field and in the BioTime Option Field during the term of the option and for any jurisdiction in which an application for a Joint Patent is filed requires covering a BioTime Product (including provoking, instituting or defending inter partes review, interference, opposition, revocation, reexamination and similar proceedings related to the application to be filed in the name of the inventorsJoint Patents), the Parties will use their best efforts to procure share equally in the expense. In the event that the Principal Investigator and Parties’ respective patent counsel, after good faith discussions, cannot agree with respect to any other inventors of the patent will cooperate in so filing the application for the patent and will thereafter assign the application decision to the Parties. 4.3 Rosetta shall bear and pay all expenses relating to be made regarding the prosecution and maintenance of the Joint Patents and Patents, BioTime shall control make the prosecutiondecision. Notwithstanding the foregoing, maintenance and litigation of the Joint Patents. 4.4 The prosecution and maintenance actions include but are Parties shall not limited to preparing, filing, prosecuting and maintaining patent and patent applications for the Joint Patent, managing any proceedings relating to any interferences or reexaminations, or requesting reissues or patent term extensions with respect to the Joint patent and resolving to file the Joint Patent in additional jurisdictions other than the initial jurisdiction in which it shall be filed, for the purpose of obtaining wider protection for the Joint Patent. 4.5 In the event that Rosetta elects not to bear the expenses relating to the filing of prosecute a Joint Patent in a specific file or jurisdiction in which it has been already filed as a patent application, the following terms will apply: 4.5.1 Rosetta shall give Hadasit prior written notice within a reasonable time prior to the date in which such expense is due, including all relevant details regarding the expense, and specifically indicate its intention not to pay the expense (the "Unpaid Expense"). 4.5.2 In such event, Hadasit shall have the right (but not the obligation) to pay the Unpaid Expenses, instead of Rosetta, provided manner that it has given Rosetta reasonable prior written notice to Rosetta of its intent to do so. 4.5.3 In the event that Hadasit pays the Unpaid Expenses instead of Rosetta within sixty (60) days of the date of receipt of notice from Rosetta: (i) Hadasit shall take the control of the prosecution of the Joint Patent in the specific registry of the specific file or jurisdiction for which the Unpaid Expenses were paid; (ii) Rosetta shall assign all of its rights, title and interest in the Joint Patent registered in such specific file or jurisdiction to Hadasit, within 30 days of a written request by Hadasit, following payment of the Unpaid Expenses by Hadasit. Nothing contained in sections 4.5.2 and 4.5.3 shall affect, in any way, any rights of Rosetta under this Agreement, including rights pertaining to the License under Section 7 below. 4.5.4 In the event that Hadasit has not paid the Unpaid Expenses instead of Rosetta, Rosetta may, at any time, in its sole discretion, pay such Unpaid Expenses. In such event, Rosetta shall notify Hadasit of its intent to do so, and sections 4.3 and 4.4 shall apply accordingly. 4.6 Hasdasit, HUH and their relevant personal, including but not limited to the Principal Investigator, shall reasonably cooperate and assist Rosetta and its patent attorney, as shall would be required in order to facilitate the prosecution and maintenance of any Joint Patent. Such assistance will include, but shall not be limited to signature on any formal document or form which shall require Hadasit's, HUH's or the Principal Investigator's signature for the purpose of filing or maintaining any Joint Patent. 4.7 If so requested, Rosetta shall consult inconsistent with Hadasit and its designated patent experts with respect to the prosecution and maintenance of Joint Patents. If the event described in Section 4.5.3 above occurs and Hadasit assumes control of the prosecution of a specific corresponding Joint Patent Patent. [ * ] = Certain confidential information contained in a specific file or jurisdictionthis document, if so requested Hadasit will consult marked by brackets, has been omitted and filed separately with the patent experts Securities and Exchange Commission pursuant to Rule 24b-2 of Rosetta with respect to the prosecution and maintenance Securities Exchange Act of such specific Joint Patent in such specific file or jurisdiction1934, as amended.

Joint Patents. At the initiative of either Party the Parties will consult with each other whether With respect to file any patent applications for Joint Patents relating to the Results or any part thereof. The following provisions will apply to any such patent applications for Joint Patents: 4.1 Any Joint Patent Inventions, BELLICUM will be listed in Annex B to this Agreement, which will be amended from time to time by written consent of Rosetta and Hadasit. 4.2 The Joint Patents will be registered as jointly owned by Hadasit and Rosetta, in equal undivided shares. The Principal Investigator and inventor(s) designated by Rosetta will be registered as the investors of each Joint Patent. If the law of any jurisdiction in which an application for a Joint Patent is filed requires the application to be filed in the name of the inventors, the Parties will use their best efforts to procure that the Principal Investigator and any other inventors of the patent will cooperate in so filing the application responsible for the patent and will thereafter assign the application to the Parties. 4.3 Rosetta shall bear and pay all expenses relating to the preparation, filing, prosecution and maintenance (including any interferences, extensions, reissue proceedings and reexaminations) of the patent applications claiming such Joint Invention (such patent application together with all Patents and shall control the prosecutionderived therefrom, maintenance and litigation of the collectively, “Joint Patents. 4.4 The prosecution and maintenance actions include but are not limited to preparing, filing, prosecuting and maintaining patent and patent applications for the Joint Patent, managing any proceedings relating to any interferences or reexaminations, or requesting reissues or patent term extensions with respect to the Joint patent and resolving to file the Joint Patent in additional jurisdictions other than the initial jurisdiction in which it shall be filed, for the purpose of obtaining wider protection for the Joint Patent. 4.5 In the event that Rosetta elects not to bear the expenses relating to the filing of a Joint Patent in a specific file or jurisdiction in which it has been already filed as a patent application, the following terms ”). BELLICUM will apply: 4.5.1 Rosetta shall give Hadasit prior written notice within a reasonable time prior to the date in which such expense is due, including all relevant details regarding the expense, and specifically indicate its intention not to pay the expense (the "Unpaid Expense"). 4.5.2 In such event, Hadasit shall have the right (but not the obligation) to pay the Unpaid Expenses, instead of Rosetta, provided that it has given Rosetta reasonable prior written notice to Rosetta of its intent to do so. 4.5.3 In the event that Hadasit pays the Unpaid Expenses instead of Rosetta within sixty (60) days of the date of receipt of notice from Rosettaprovide AGENSYS with: (i) Hadasit shall take the control drafts of the prosecution of the any new patent application that covers such Joint Patent in the specific registry of the specific file or jurisdiction Invention before filing that application, allowing reasonable time for which the Unpaid Expenses were paidreview and comment by AGENSYS; and (ii) Rosetta shall assign copies of all of its rightscorrespondence to and from any and all Patent offices concerning any Joint Patents and an opportunity to comment by AGENSYS on any proposed responses, title voluntary amendments and interest submissions pertaining to Joint Patents to be made to any such Patent offices. For each Joint Patent, and unless the Parties otherwise agree in writing, BELLICUM will file direct patent applications or will enter the national stage in the Joint Patent registered in such specific file or jurisdiction to Hadasitfollowing jurisdictions: US, within 30 days of a written request by HadasitJP, following payment of the Unpaid Expenses by Hadasit. Nothing contained in sections 4.5.2 and 4.5.3 shall affect, in any way, any rights of Rosetta under this Agreement, including rights pertaining to the License under Section 7 below. 4.5.4 In the event that Hadasit has not paid the Unpaid Expenses instead of Rosetta, Rosetta may, at any time, in its sole discretion, pay such Unpaid Expenses. In such event, Rosetta shall notify Hadasit of its intent to do soEPO, and sections 4.3 such other jurisdictions as AGENSYS reasonably requests in writing and 4.4 shall apply accordingly. 4.6 Hasdasit, HUH for which AGENSYS reasonably agrees to file. AGENSY and their relevant personal, including but not limited to the Principal Investigator, shall reasonably cooperate BELLICUM will bear all costs and assist Rosetta and its patent attorney, as shall be required in order to facilitate the prosecution and maintenance of any Joint Patent. Such assistance will include, but shall not be limited to signature on any formal document or form which shall require Hadasit's, HUH's or the Principal Investigator's signature for the purpose of filing or maintaining any Joint Patent. 4.7 If so requested, Rosetta shall consult with Hadasit and its designated patent experts expenses equally with respect to the such preparation, filing, prosecution and maintenance of Joint PatentsPatents in the Territory. If BELLICUM determines in its sole discretion to abandon or not maintain any patent application within the event described Joint Patents anywhere in Section 4.5.3 above occurs the Territory, then BELLICUM will provide AGENSYS with thirty (30) days prior written notice of such determination (or such other period of time reasonably necessary to allow AGENSYS to assume such responsibilities) and Hadasit assumes control of the prosecution of a specific Joint Patent in a specific file or jurisdiction, if so requested Hadasit will consult provide AGENSYS with the opportunity to prosecute and maintain such patent experts of Rosetta with respect to application in the prosecution and maintenance of such specific Joint Patent in such specific file or jurisdiction.Territory. ***Confidential Treatment Requested

Joint Patents. At the initiative of either Party Subject to this Section 7.4(iii) and (a) unless otherwise agreed by the Parties Sato will consult with each other whether prosecute and maintain any Patent applications Covering a Joint Invention (any such Patent application and any Patents issuing therefrom, a “Joint Patent”) in the Licensed Territory and (b) Novan shall have the first right to file any patent applications for prosecute and maintain the Joint Patents relating outside the Licensed Territory, with Sato having a backup right to the Results or any part thereof. The following provisions will apply do so if Novan elects to any cease such patent applications for Joint Patents: 4.1 Any Joint Patent will be listed in Annex B to this Agreement, which will be amended from time to time by written consent of Rosetta and Hadasit. 4.2 The Joint Patents will be registered as jointly owned by Hadasit and Rosetta, in equal undivided shares. The Principal Investigator and inventor(s) designated by Rosetta will be registered as the investors of each Joint Patent. If the law of any jurisdiction in which an application for a Joint Patent is filed requires the application to be filed in the name of the inventors, the Parties will use their best efforts to procure that the Principal Investigator and any other inventors of the patent will cooperate in so filing the application for the patent and will thereafter assign the application to the Parties. 4.3 Rosetta shall bear and pay all expenses relating to the prosecution and maintenance on [***] prior written notice to Sato. The Parties shall coordinate their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possible. The Parties shall share equally all expenses of the Joint Patents and shall control the prosecution, maintenance and litigation of the Joint Patents. 4.4 The prosecution and maintenance actions include but are not limited to preparing, filing, prosecuting and maintaining patent such Joint Patents in the Licensed Territory. [***] of filing, prosecuting and patent applications for maintaining such Joint Patents outside the Licensed Territory. [***] of filing, prosecuting and maintaining the Joint PatentPatents outside the Licensed Territory pursuant to this Section 7.4(iii), managing any proceedings relating Sato hereby grants Novan an exclusive, fully paid-up, royalty-free, non-transferable (except pursuant to any interferences or reexaminationsSection 22.1) license, or requesting reissues or patent term extensions with respect the right to grant sublicenses through multiple tiers of sublicensees, under Sato’s interest in the Joint Patents for all purposes outside of those within the scope of the rights granted to Novan under Section 2.3, subject to the last sentence of this Section 7.4(iii). The Party that prosecutes a Joint patent Patent (the “Prosecuting Party”) in the Licensed Territory shall provide the other Party the opportunity to review and resolving to file comment on any and all such prosecution efforts regarding the applicable Joint Patent in additional jurisdictions the Licensed Territory, provided that the Prosecuting Party shall have final control over such prosecution efforts after reasonably considering the other than the initial jurisdiction in which it shall be filedParty’s comments, if any. The Prosecuting Party for the purpose of obtaining wider protection for the Joint Patent. 4.5 In the event that Rosetta elects not to bear the expenses relating to the filing of a Joint Patent in any jurisdiction shall provide the other Party with a specific file or jurisdiction copy of all material communications from any Patent authority in which it has been already filed as a patent application, the following terms will apply: 4.5.1 Rosetta shall give Hadasit prior written notice within a reasonable time prior to the date in which such expense is due, including all relevant details applicable jurisdictions regarding the expense, and specifically indicate its intention not to pay the expense (the "Unpaid Expense"). 4.5.2 In such event, Hadasit shall have the right (but not the obligation) to pay the Unpaid Expenses, instead of Rosetta, provided that it has given Rosetta reasonable prior written notice to Rosetta of its intent to do so. 4.5.3 In the event that Hadasit pays the Unpaid Expenses instead of Rosetta within sixty (60) days of the date of receipt of notice from Rosetta: (i) Hadasit shall take the control of the prosecution of the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the specific registry other Party with all information necessary or desirable to enable the other Party to comply with any duty of candor and/or duty of disclosure requirements of any Patent authority. Notwithstanding anything to the specific file contrary, the Prosecuting Party shall not take any action while prosecuting or jurisdiction for which maintaining the Unpaid Expenses were paid; (ii) Rosetta shall assign all of its rights, title and applicable Joint Patent that could reasonably be expected to have a materially detrimental effect on the other Party’s interest in the such Joint Patent registered in or any Novan Patent. Except to the extent a Party is restricted by the licenses granted by such specific file or jurisdiction Party to Hadasit, within 30 days the other Party under the terms of a written request by Hadasit, following payment of the Unpaid Expenses by Hadasit. Nothing contained in sections 4.5.2 and 4.5.3 shall affect, in any way, any rights of Rosetta under this Agreement, including rights pertaining and/or the other covenants contained in this Agreement, each Party shall be entitled to practice, and grant licenses to Third Parties and Affiliates of such Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to the License under Section 7 below. 4.5.4 In the event that Hadasit has not paid the Unpaid Expenses instead of Rosetta, Rosetta may, at any time, in its sole discretion, pay such Unpaid Expenses. In such event, Rosetta shall notify Hadasit of its intent to do soother Party, and sections 4.3 the other Party shall consent and 4.4 shall apply accordingly. 4.6 Hasdasithereby consents, HUH without additional consideration, to any and their relevant personal, including but not limited to all such licenses. Notwithstanding the Principal Investigator, shall reasonably cooperate and assist Rosetta and its patent attorney, as shall be required in order to facilitate the prosecution and maintenance of any Joint Patent. Such assistance will include, but shall not be limited to signature on any formal document or form which shall require Hadasit's, HUH's or the Principal Investigator's signature for the purpose of filing or maintaining any Joint Patent. 4.7 If so requested, Rosetta shall consult with Hadasit and its designated patent experts with respect to the prosecution and maintenance of Joint Patents. If the event described in Section 4.5.3 above occurs and Hadasit assumes control of the prosecution of a specific Joint Patent in a specific file or jurisdictionforegoing, if so requested Hadasit Novan grants a sublicense under the license granted to Novan pursuant to this Section 7.4(iii), then Section 2.3(vii) will consult with the patent experts of Rosetta with respect to the prosecution and maintenance of such specific Joint Patent in such specific file or jurisdictionapply.