Common use of Patent Prosecution and Maintenance Clause in Contracts

Patent Prosecution and Maintenance. 9.1.1 Kite shall, at its sole cost, be responsible for all the preparation, filing, prosecution and maintenance after the Effective Date of the Licensed Patent Rights listed under the heading Eshhar patents listed on Exhibit A or related thereto (the “Eshhar Patent Rights”). Kite shall give Cabaret an opportunity to review and comment on the text of each patent application subject to this Section 9.1.1 before filing, and shall supply Cabaret with a copy of such patent application as filed, together with notice of its filing date and serial number. Cabaret shall, at Kite’s expense, cooperate with Kite, execute all lawful papers and instruments and make all rightful oaths and declarations as may be necessary in the preparation, prosecution and maintenance of all patents and other filings referred to in this Section 9. 1.1. If Kite, in its sole discretion, decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application subject to this Section 9.1.1, then Kite shall notify Cabaret in writing thereof and following the date of such notice (a) Cabaret shall be responsible for and shall control, at its sole cost, the preparation, filing, prosecution and maintenance of such patents and patent applications, and (b) Kite thereafter shall have no license under this Agreement to such patent or patent application. 9.1.2 To the extent Cabaret is permitted to grant such rights to Kite, Kite shall have all rights of Cabaret regarding the preparation, filing, prosecution and maintenance after the Effective Date of all patents and patent applications within the Licensed Patent Rights other than the Eshhar Patent Rights.

Patent Prosecution and Maintenance. 9.1.1 Kite shallLicensee shall have the right to control, at its sole cost, the preparation, filing, prosecution, defense in post-grant and/or post issuance administrative procedures, and maintenance of all patents and patent applications in respect of Licensed Patents in the Territory and shall be solely responsible for all prior and future costs incurred in the preparation, filing, prosecution and maintenance of such patents and patent applications from the Effective Date through the termination of this Agreement. For further clarification, Licensee shall reimburse Licensor {i) $16,140.71 for costs incurred by UHN for the preparation, filing, prosecution of Licensed IP prior to the Effective Date, pursuant to Section 4.2.2 hereof, and (ii) all reasonable costs related to the future preparation, filing, prosecution, defense in post-grant and/or post issuance administrative procedures, and maintenance of all patents and patent applications in respect of Licensed Patents, If any, incurred by UHN at Licensee's request after the Effective Date Date. All such applications in respect of Licensed Patents shall be filed in the Licensed Patent Rights listed under the heading Eshhar patents listed on Exhibit A or related thereto (the “Eshhar Patent Rights”)name of Licensor. Kite Licensee shall give Cabaret Licensor an opportunity to review and comment on the text of each patent application subject to this Section 9.1.1 before 8.1before filing, and shall supply Cabaret Licensor with a copy of such patent application as filed, together with notice of its filing date and serial number. Cabaret shall, at Kite’s expense, Licensor shall cooperate with KiteLicensee, execute all lawful papers and instruments and make all rightful oaths and declarations as may be necessary in the preparation, prosecution and maintenance of maintenance.of all patents and other filings referred to in this Section 9. 1.18.1. If KiteLicensee, in its sole discretion, decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application subject to this Section 9.1.1In respect of Licensed Patents, then Kite Licensee shall notify Cabaret Licensor in writing thereof and following the date of such notice (a) Cabaret Licensor shall be responsible for and shall control, at its sole cost, the preparation, filing, prosecution and maintenance of such patents and patent applications, and ({b) Kite } licensee shall thereafter shall have no license under this Agreement to such patent or patent application. 9.1.2 To the extent Cabaret is permitted to grant such rights to Kite, Kite shall have all rights of Cabaret regarding the preparation, filing, prosecution and maintenance after the Effective Date of all patents and patent applications within the Licensed Patent Rights other than the Eshhar Patent Rights.

Patent Prosecution and Maintenance. 9.1.1 Kite shallLicensee shall have the right to control, at its sole cost, the preparation, filing, prosecution, defense in post-grant and/or post issuance administrative procedures, and maintenance of all patents and patent applications in respect of Licensed Patents in the Territory and shall be solely responsible for all prior and future costs incurred in the preparation, filing, prosecution and maintenance of such patents and patent applications from the Effective Date through the termination of this Agreement. For further clarification, Licensee shall reimburse Licensor (i) for costs incurred by UHN for the preparation, filing, prosecution of Licensed IP prior to the Effective Date (CAD$18,979.55 as of WS record on 6 Dec 2016), pursuant to Section 4.2.2 hereof, and (ii) all reasonable costs related to the future preparation, filing, prosecution, defense in post-grant and/or post issuance administrative procedures, and maintenance of all patents and patent applications in respect of Licensed Patents, if any, incurred by UHN at Licensee’s request after the Effective Date Date. All such applications in respect of Licensed Patents shall be filed in the Licensed Patent Rights listed under the heading Eshhar patents listed on Exhibit A or related thereto (the “Eshhar Patent Rights”)name of Licensor. Kite Licensee shall give Cabaret Licensor an opportunity to review and comment on the text of each patent application subject to this Section 9.1.1 8.1 before filing, and shall supply Cabaret Licensor with a copy of such patent application as filed, together with notice of its filing date and serial number. Cabaret shall, at Kite’s expense, Licensor shall cooperate with KiteLicensee, execute all lawful papers and instruments and make all rightful oaths and declarations as may be necessary in the preparation, prosecution and maintenance of all patents and other filings referred to in this Section 9. 1.18.1. If KiteLicensee, in its sole discretion, decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application subject to this Section 9.1.1in respect of Licensed Patents, then Kite Licensee shall notify Cabaret Licensor in writing thereof and following the date of such notice (a) Cabaret Licensor shall be responsible for and shall control, at its sole cost, the preparation, filing, prosecution and maintenance of such patents and patent applications, and (b) Kite Licensee shall thereafter shall have no license under this Agreement to such patent or patent application. 9.1.2 To the extent Cabaret is permitted to grant such rights to Kite, Kite shall have all rights of Cabaret regarding the preparation, filing, prosecution and maintenance after the Effective Date of all patents and patent applications within the Licensed Patent Rights other than the Eshhar Patent Rights.

Patent Prosecution and Maintenance. 9.1.1 Kite a. Ambrx shall Prosecute all Invention Patents with claims covering Ambrx Technology Inventions throughout those jurisdictions that Ambrx and the Institute determine to file Inventions Patents (collectively, the “Territory”). Ambrx shall bear [***] of the Patent Prosecution Costs for such Invention Patent(s). For all other Invention Patents, Institute shall, at its sole costwith Ambrx’s participation, draft, file, prosecute and maintain (including any oppositions, interferences, reissue proceedings, reexaminations and post-grant proceedings) such Invention Patents (including those with claims covering any Joint Invention) throughout the Territory (such activities, on behalf of Institute or Ambrx, with respect to Invention Patents being the “Prosecution”, with the term “Prosecute” having the corresponding meaning). Such Prosecution shall be responsible for all handled by outside counsel mutually agreed upon by the preparation, filing, prosecution and maintenance after Parties that will jointly represent the Effective Date of the Licensed Patent Rights listed under the heading Eshhar patents listed on Exhibit A or related thereto Parties (the “Eshhar Patent RightsFirm”). Kite Institute (a) shall keep Ambrx advised of the status of the actual and prospective filings of Invention Patents; (b) upon Ambrx’s written request, shall provide advance copies of any papers related to the Prosecution of such Invention Patent filings; (c) shall give Cabaret Ambrx an opportunity to review and comment on the text of each patent the application subject to this Section 9.1.1 before filing, shall consult with Ambrx with respect thereto and shall incorporate Ambrx’s reasonable comments into any such Invention Patent filing; (d) shall supply Cabaret Ambrx with a copy of such patent the application as filed, together with notice of its filing date and serial number. Cabaret shall; and (e) shall promptly give notice to Ambrx of the grant, at Kite’s expenselapse, cooperate with Kiterevocation, execute all lawful papers and instruments and make all rightful oaths and declarations as may be necessary in the preparationsurrender, prosecution and maintenance of all patents and other filings referred to in this Section 9. 1.1. If Kite, in its sole discretion, decides to abandon the preparation, filing, prosecution invalidation or maintenance abandonment of any patent or patent application Invention Patent. Subject to Section 8.2(b) and (c), and until the exercise of an Option by Ambrx, Institute shall bear [***] ([***]) of the Patent Prosecution Costs for such Invention Patents and shall have lead responsibility and decision making control for such Prosecution, including all decisions related to whether to file and/or continue to pursue and/or maintain any such Invention Patents. Following the exercise of an Option by Ambrx, Ambrx shall bear [***] ([***]) of the Patent Prosecution Costs for the applicable Invention Patent(s) and pay [***] of past expenses (upon presentation of reasonable supporting documentation), subject to this Section 9.1.1offset and deduction, then Kite and shall notify Cabaret in writing thereof have lead responsibility and following the date decision-making control for Prosecution of such notice Invention Patent(s). For clarity, each Party will bear its own internal costs (ai.e., those costs that are not Patent Prosecution Costs) Cabaret shall be responsible with respect to its Prosecution activities for and shall control, at its sole cost, the preparation, filing, prosecution and maintenance of such patents and patent applications, and (b) Kite thereafter shall have no license under this Agreement to such patent or patent applicationInvention Patents. 9.1.2 To the extent Cabaret is permitted to grant such rights to Kite, Kite shall have all rights of Cabaret regarding the preparation, filing, prosecution and maintenance after the Effective Date of all patents and patent applications within the Licensed Patent Rights other than the Eshhar Patent Rights.

Patent Prosecution and Maintenance. 9.1.1 Kite shall10.3.1 Acura shall have full responsibility for, at its sole costand shall control the preparation and prosecution of, be responsible for and the maintenance of, and subject to Section 10.3.2 shall maintain during the Term, all Aversion Patent Rights and the preparationinventions relating to the Aversion Technology, filing, other than Product-specific Intellectual Property. The expense of such prosecution and maintenance after will be at Acura’s expense with respect to Aversion Patent Rights (i) for the United States and (ii) for Other Countries if such Aversion Patent Rights have been filed as of the Effective Date Date. The costs and expenses of the Licensed prosecution and maintenance of Aversion Patent Rights listed under and inventions relating to the heading Eshhar patents listed on Exhibit A Aversion Technology not included in 10.3.1(i) or related thereto 10.3.1(ii) will, if requested by Egalet to be filed, prosecuted and/or maintained, be solely borne by Egalet, and Egalet will remit to Acura Acura’s out-of-product costs for such amounts within thirty (the “Eshhar Patent Rights”)30) days of receipt of Acura’s invoice. Kite Egalet shall give Cabaret an opportunity to review and comment on the text of each patent application subject to this Section 9.1.1 before filinghave full responsibility for, and shall supply Cabaret with a copy control the preparation and prosecution of, and the maintenance of all Product-specific Intellectual Property and the inventions relating to the Product-specific Intellectual Property, and subject to Section 10.3.3 shall maintain all Product-specific Intellectual Property during the Term. The expense of such prosecution and maintenance of Product-specific Intellectual Property by Egalet will be at Egalet’s expense. Notwithstanding which Party satisfies the prosecution and maintenance expenses relating to the Aversion Patent Rights, Acura will own all such Patent Rights. 10.3.2 Acura shall have the sole right to determine whether any invention relating to Aversion Technology, other than Product-specific Intellectual Property, is patentable, and if so, shall, in its sole discretion, determine whether or not to proceed with the preparation and prosecution of a patent application as filedcovering any such invention. In the event Acura determines not to proceed with the preparation and prosecution of a patent application covering any such invention, together with notice or payment of its filing date maintenance fees related to a granted patent covering any such invention for which it has the right to do so pursuant to 10.3.1 above, where such invention covers the Product or such pending patent application or granted patent claims the Product, prior to discontinuing such preparation, prosecution and/or payment of maintenance fees (to the extent it is not already required to pay such fees), Acura shall offer Egalet the opportunity to maintain such preparation and serial number. Cabaret shallprosecution, and to pay such maintenance fees (to the extent it is not already required to pay such fees), at KiteEgalet’s sole cost and expense. Egalet shall have ninety (90) days to decide whether or not to assume these costs, during which time Acura shall make Commercially Reasonable Efforts to prepare, prosecute, and maintain any such Patent Rights. In the event Egalet chooses to maintain such preparation and prosecution or pay such maintenance fees (to the extent it is not already required to pay such fees), Acura agrees to cooperate with Kite, Egalet to execute all lawful papers and instruments reasonably necessary to transfer and make all rightful oaths and declarations as may be necessary in the preparation, prosecution and maintenance of all patents and other filings referred assign such Patent Rights to in this Section 9Egalet. 1.1. If Kite10.3.3 Egalet shall have the sole right to determine whether any invention within Product-specific Intellectual Property is patentable, and if so, shall, in its sole discretion, decides determine whether or not to abandon proceed with the preparation and prosecution of a patent application covering any such invention. In the event Egalet determines not to proceed with the preparation and prosecution of a patent application covering any such invention, or payment of maintenance fees related to a granted patent covering any such invention, for which it has responsibility pursuant to 10.3.1 above, prior to discontinuing such preparation, filingprosecution and/or payment of maintenance fees, prosecution or Egalet shall offer Acura the opportunity to maintain such preparation and prosecution, and to pay such maintenance of any patent or patent application subject fees (to this Section 9.1.1, then Kite shall notify Cabaret in writing thereof and following the date of extent it is not already required to pay such notice (a) Cabaret shall be responsible for and shall controlfees), at its Acura’s sole costcost and expense. Acura shall have ninety (90) days to decide whether or not to assume these costs, the during which time Egalet shall make Commercially Reasonable Efforts to prepare, prosecute, and maintain any such Patent Rights. 10.3.4 Each Party having responsibility for preparation, filing, prosecution and maintenance of such patents and patent applications, and (b) Kite thereafter shall have no license under this Agreement to such patent or patent application. 9.1.2 To the extent Cabaret is permitted to grant such rights to Kite, Kite shall have all rights of Cabaret regarding the preparation, filing, prosecution and maintenance after the Effective Date of all patents and patent applications within the Licensed Patent Rights other than the Eshhar Patent Rightspursuant to Sections 10.3.1, 10.3.2 and 10.

Patent Prosecution and Maintenance. 9.1.1 Kite shallErasca shall have the right to control, at its sole cost, be responsible for all the preparation, filing, prosecution and maintenance after of all patents and patent applications within the Effective Date Licensed Patent Rights using counsel reasonably acceptable to NiKang. Erasca shall consult with NiKang and keep NiKang reasonably informed of the status of the Licensed Patent Rights listed under the heading Eshhar patents listed on Exhibit A or related thereto (the “Eshhar Patent Rights”). Kite In addition, Erasca shall give Cabaret NiKang an opportunity to review and comment on the text of each patent application subject to this Section 9.1.1 at least thirty (30) days before filing, shall consider and implement in good faith any comment received from NiKang, and shall supply Cabaret NiKang with a copy of such patent application as filed, together with notice of its filing date and serial numbernumber and also copies of all material correspondence received from any patent office in connection therewith. Cabaret shall, at Kite’s expense, NiKang shall cooperate with KiteErasca, execute all lawful papers and instruments and make all rightful oaths and declarations as may be necessary in the preparation, prosecution and maintenance of all patents and other filings referred to in this Section 9. 1.1. If KiteErasca, in its sole discretion, decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application subject to this Section 9.1.1in the Licensed Patent Rights, then Kite Erasca shall notify Cabaret NiKang in writing thereof and following the date of such notice (a) Cabaret NiKang shall be responsible for and shall controlhave the right (but not the obligation) to take over, at its sole cost, the preparation, filing, prosecution and maintenance of such patents and patent applications, and (b) Kite Erasca shall thereafter shall have no license under this Agreement to such patent or patent application. 9.1.2 To the extent Cabaret is permitted to grant such rights to Kite, Kite shall have all rights of Cabaret regarding the preparation, filing, prosecution and maintenance after the Effective Date of all patents and patent applications within the Licensed Patent Rights other than the Eshhar Patent Rights.

Patent Prosecution and Maintenance. 9.1.1 Kite shallExcept as otherwise provided in this Section 5.2, at its sole cost, be responsible for all each Party shall direct the preparation, filing, prosecution (including any interferences, oppositions, reissue proceedings and maintenance after the Effective Date of the Licensed Patent Rights listed under the heading Eshhar patents listed on Exhibit A or related thereto (the “Eshhar Patent Rights”). Kite shall give Cabaret an opportunity to review and comment on the text of each patent application subject to this Section 9.1.1 before filing, and shall supply Cabaret with a copy of such patent application as filed, together with notice of its filing date and serial number. Cabaret shall, at Kite’s expense, cooperate with Kite, execute all lawful papers and instruments and make all rightful oaths and declarations as may be necessary in the preparation, prosecution reexaminations) and maintenance of all patents and other filings referred to in this Section 9Patents covering Inventions conceived solely by such Party. 1.1. If Kite, in its sole discretion, decides to abandon (a) NatImmune shall direct the preparation, filing, prosecution or (including any interferences, oppositions, reissuance, and re-examinations) and maintenance of all NatImmune Patents. NatImmune shall furnish Enzon with copies of all patent applications, correspondences and other communications relating to NatImmune Patents to and from patent offices in the Enzon Territory, provide Enzon a reasonable time to offer comments, and take into account any suggestions and input from Enzon. (b) NatImmune shall file, prosecute, and maintain NatImmune Patents in at least the countries listed in Schedule 5.2(b), other than with respect to patent applications filed prior to the Effective Date for which NatImmune does not have the right to file such application in, or designate, any additional countries, and in additional countries that Enzon shall reasonably request. If NatImmune determines not to file, prosecute, defend or maintain any patent or patent application subject (including failing to this Section 9.1.1defend any interference or opposition proceedings) within the NatImmune Patents in any country, and providing that no other patent applications or patents containing the same claims are then pending or issued in that same country, then Kite NatImmune shall notify Cabaret in writing thereof and following the date provide Enzon with thirty (30) days prior written notice of such notice (a) Cabaret shall be responsible for determination and shall control, at its sole cost, the preparation, filing, prosecution and maintenance of such patents and patent applications, and (b) Kite thereafter Enzon shall have no license under this Agreement the right and opportunity to file, prosecute, defend and/or maintain such patent or patent application. 9.1.2 To application in Enzon’s name, at Enzon’s sole cost and expense, and such patent or patent application shall no longer be included in the extent Cabaret is permitted NatImmune Patents pursuant to grant this Agreement, provided, that NatImmune will thereafter have a non-exclusive, perpetual, royalty-free license under such rights patent or patent application in order to Kitemake, Kite shall have all rights of Cabaret regarding made, develop, promote, use, import, offer for sale and sell Compounds and Products in the preparationNatImmune Territory, filingto make and have made Compounds and Products in the Enzon Territory for sale in the NatImmune Territory and to make, prosecution have made, develop, promote, use, import, offer for sale and maintenance after the Effective Date of all patents and patent applications within the Licensed Patent Rights other than the Eshhar Patent Rights.sell Topical Products anywhere;

Patent Prosecution and Maintenance. 9.1.1 Kite shallLicensee shall have the right to control, at its sole cost, the preparation, filing, prosecution, defense in post-grant and/or post issuance administrative procedures, and maintenance of all patents and patent applications in respect of Licensed Patents in the Territory and shall be solely responsible for all prior and future costs incurred in the preparation, filing, prosecution and maintenance of such patents and patent applications from the Effective Date through the termination of this Agreement. For further clarification, Licensee shall reimburse Licensor (i) for any costs incurred by UHN for the preparation, filing, prosecution of Licensed IP prior to the Effective Date, pursuant to Section 4.2.2 hereof, and (ii) all reasonable costs related to the future preparation, filing, prosecution, defense in post-grant and/or post issuance administrative procedures, and maintenance of all patents and patent applications in respect of Licensed Patents, if any, incurred by UHN at Licensee’s request after the Effective Date Date. All such applications in respect of Licensed Patents shall be filed in the Licensed Patent Rights listed under the heading Eshhar patents listed on Exhibit A or related thereto (the “Eshhar Patent Rights”)name of Licensor. Kite Licensee shall give Cabaret Licensor an opportunity to review and comment on the text of each patent application subject to this Section 9.1.1 8.1 before filing, and shall supply Cabaret Licensor with a copy of such patent application as filed, together with notice of its filing date and serial number. Cabaret shall, at Kite’s expense, Licensor shall cooperate with KiteLicensee, execute all lawful papers and instruments and make all rightful oaths and declarations as may be necessary in the preparation, prosecution and maintenance of all patents and other filings referred to in this Section 9. 1.18.1. If KiteLicensee, in its sole discretion, decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application subject to this Section 9.1.1in respect of Licensed Patents, then Kite Licensee shall notify Cabaret Licensor in writing thereof and following the date of such notice (a) Cabaret Licensor shall be responsible for and shall control, at its sole cost, the preparation, filing, prosecution and maintenance of such patents and patent applications, and (b) Kite Licensee shall thereafter shall have no license under this Agreement to such patent or patent application. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. 9.1.2 To the extent Cabaret is permitted to grant such rights to Kite, Kite shall have all rights of Cabaret regarding the preparation, filing, prosecution and maintenance after the Effective Date of all patents and patent applications within the Licensed Patent Rights other than the Eshhar Patent Rights.

Patent Prosecution and Maintenance. 9.1.1 Kite shallGJT shall be responsible for and shall control, at its sole cost, be responsible for all the preparation, filing, prosecution and maintenance after the Effective Date of all patent applications and patents of the Licensed Patent Rights. In so doing, GJT shall endeavor to obtain the strongest commercially reasonable patent protection (under the circumstances) regarding the GEOMATRIX Technology with respect to the Product and shall consider in good faith the interests of APOTHECON. With respect to Patent Rights listed under pertaining to the heading Eshhar patents listed on Exhibit A or related thereto Product in those countries in which APOTHECON has the right hereunder to market the Product: GJT (the “Eshhar Patent Rights”). Kite shall give Cabaret an opportunity to review and comment on the text of each patent application subject to this Section 9.1.1 before filing, and a) shall supply Cabaret APOTHECON with a copy of each such patent application as filed, together with notice of its filing date and serial number; (b) shall consult with APOTHECON regarding the prosecution and maintenance of such Patent Rights relating to the Product, and shall implement all reasonable requests of APOTHECON with respect thereto; (c) shall inform APOTHECON promptly of any substantive action or proposed action with respect to the Patent Rights relating to the Product, shall provide APOTHECON with advance copies of all proposed responses thereto, and shall implement all reasonable requests of APOTHECON with respect thereto; (d) shall not abandon or materially narrow the substantive claims of the Patent Rights without the prior express written consent of APOTHECON; (e) shall provide APOTHECON with copies of all filings, submissions, together with all correspondence, with the applicable patent authorities regarding the Patent Rights; (f) shall inform APOTHECON promptly of the allowance and issuance of each patent included in the Patent Rights, together with the date and patent number thereof, and shall provide APOTHECON with a copy of such patent as issued; and (g) shall prosecute all reexaminations and reissues as reasonably requested by APOTHECON. Cabaret shall, at Kite’s expense, APOTHECON shall cooperate with KiteGJT, execute all lawful papers and instruments and make all rightful oaths and declarations as may be necessary in the preparation, prosecution and maintenance of all patents and other filings referred to in this Section 9. 1.1. If Kite, in its sole discretion, decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application subject to this Section 9.1.1, then Kite shall notify Cabaret in writing thereof and following the date of such notice (a) Cabaret shall be responsible for and shall control, at its sole cost, the preparation, filing, prosecution and maintenance of such patents and patent applications, and (b) Kite thereafter shall have no license under this Agreement to such patent or patent application. 9.1.2 To the extent Cabaret is permitted to grant such rights to Kite, Kite shall have all rights of Cabaret regarding the preparation, filing, prosecution and maintenance after the Effective Date of all patents and patent applications within the Licensed Patent Rights other than the Eshhar Patent Rights.

Patent Prosecution and Maintenance. 9.1.1 Kite a. Ambrx shall Prosecute all Invention Patents with claims covering Ambrx Technology Inventions throughout those jurisdictions that Ambrx and the Institute determine to file Inventions Patents (collectively, the “Territory”). Ambrx shall bear 100% of the Patent Prosecution Costs for such Invention Patent(s). For all other Invention Patents, Institute shall, at its sole costwith Ambrx’s participation, draft, file, prosecute and maintain (including any oppositions, interferences, reissue proceedings, reexaminations and post-grant proceedings) such Invention Patents (including those with claims covering any Joint Invention) throughout the Territory (such activities, on behalf of Institute or Ambrx, with respect to Invention Patents being the “Prosecution”, with the term “Prosecute” having the corresponding meaning). Such Prosecution shall be responsible for all handled by outside counsel mutually agreed upon by the preparation, filing, prosecution and maintenance after Parties that will jointly represent the Effective Date of the Licensed Patent Rights listed under the heading Eshhar patents listed on Exhibit A or related thereto Parties (the “Eshhar Patent RightsFirm”). Kite Institute (a) shall keep Ambrx advised of the status of the actual and prospective filings of Invention Patents; (b) upon Ambrx’s written request, shall provide advance copies of any papers related to the Prosecution of such Invention Patent filings; (c) shall give Cabaret Ambrx an opportunity to review and comment on the text of each patent the application subject to this Section 9.1.1 before filing, shall consult with Ambrx with respect thereto and shall incorporate Ambrx’s reasonable comments into any such Invention Patent filing; (d) shall supply Cabaret Ambrx with a copy of such patent the application as filed, together with notice of its filing date and serial number. Cabaret shall; and (e) shall promptly give notice to Ambrx of the grant, at Kite’s expenselapse, cooperate with Kiterevocation, execute all lawful papers and instruments and make all rightful oaths and declarations as may be necessary in the preparationsurrender, prosecution and maintenance of all patents and other filings referred to in this Section 9. 1.1. If Kite, in its sole discretion, decides to abandon the preparation, filing, prosecution invalidation or maintenance abandonment of any patent or patent application Invention Patent. Subject to Section 8.2(b) and (c), and until the exercise of an Option by Ambrx, Institute shall bear one hundred percent (100%) of the Patent Prosecution Costs for such Invention Patents and shall have lead responsibility and decision making control for such Prosecution, including all decisions related to whether to file and/or continue to pursue and/or maintain any such Invention Patents. Following the exercise of an Option by Ambrx, Ambrx shall bear one hundred percent (100%) of the Patent Prosecution Costs for the applicable Invention Patent(s) and pay 100% of past expenses (upon presentation of reasonable supporting documentation), subject to this Section 9.1.1offset and deduction, then Kite and shall notify Cabaret in writing thereof have lead responsibility and following the date decision-making control for Prosecution of such notice Invention Patent(s). For clarity, each Party will bear its own internal costs (ai.e., those costs that are not Patent Prosecution Costs) Cabaret shall be responsible with respect to its Prosecution activities for and shall control, at its sole cost, the preparation, filing, prosecution and maintenance of such patents and patent applications, and (b) Kite thereafter shall have no license under this Agreement to such patent or patent applicationInvention Patents. 9.1.2 To the extent Cabaret is permitted to grant such rights to Kite, Kite shall have all rights of Cabaret regarding the preparation, filing, prosecution and maintenance after the Effective Date of all patents and patent applications within the Licensed Patent Rights other than the Eshhar Patent Rights.

Patent Prosecution and Maintenance. 9.1.1 Kite shall10.1.1 As between the parties, Cell-Matrix shall have the right to control, at its sole Tracon’s cost, be responsible for all the preparation, filing, prosecution and maintenance after of all patents and patent applications within the Effective Date of the Licensed Cell-Matrix Patent Rights listed under the heading Eshhar patents listed on Exhibit A or related thereto (the “Eshhar Patent Rights”)using counsel reasonably acceptable to Tracon. Kite Cell-Matrix shall give Cabaret Tracon an opportunity to review and comment on the text of each patent application subject *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to this Section 9.1.1 the omitted portions. 1.1 before filing, filing and shall supply Cabaret Tracon with a copy of such each patent application as filed, together with its notice of its filing date and serial number. Cabaret shallCell-Matrix shall consider and incorporate in good faith the requests and suggestions of Tracon with respect to the foregoing and shall keep Tracon informed of progress with regard to the preparation, at Kite’s expensefiling, prosecution and maintenance of the Cell-Matrix Patent Rights. Tracon shall cooperate with KiteCell-Matrix, execute all lawful papers and instruments and make all rightful oaths and declarations as may be necessary in the preparation, prosecution and maintenance of all patents and other filings referred to in this Section 910.1. 1.11. If KiteCell-Matrix, in its sole discretion, decides to abandon the preparation, filing, prosecution or maintenance of any patent or patent application subject to this Section 9.1.1in the Cell-Matrix Patent Rights, then Kite Cell-Matrix shall notify Cabaret Tracon in writing thereof and following the date of such notice (a) Cabaret shall Tracon shall, at its option, be responsible for and shall control, at its sole cost, [***] the preparation, filing, prosecution and maintenance of such patents and patent applications, and (b) Kite if Tracon does not assume such control, then Tracon shall thereafter shall have no license under this Agreement to such patents and patent or patent applicationapplications. 9.1.2 To 10.1.2 As between the extent Cabaret is permitted to grant such rights to Kiteparties, Kite Tracon shall have all rights of Cabaret regarding the sole right to control, at [***] cost, the preparation, filing, prosecution and maintenance after the Effective Date of all patents and patent applications within claiming inventions or discoveries relating to the Licensed Patent Rights other than Products conceived or reduced to practice by or on behalf of Tracon in the Eshhar Patent Rightscourse of developing or commercializing the Products (the “Tracon Inventions”). Tracon shall provide Cell-Matrix with annual updates regarding the discovery, conception or reduction to practice of any Tracon Inventions. Tracon shall give Cell-Matrix an opportunity to review and comment on the text of each such patent application, office action (including restriction requirements) and substantive correspondence with the applicable patent office subject to this Section 10.1.2 before filing and shall supply Tracon with a copy of each patent application as filed, together with its notice of filing date and serial number. Tracon shall consider and incorporate in good faith the requests and suggestions of Cell-Matrix with respect to the foregoing and shall keep Cell-Matrix informed of progress with regard to the preparation, filing, prosecution and maintenance of the such patents and patent applications.