Common use of Rights in Intellectual Property Clause in Contracts

Rights in Intellectual Property. 5.1 LICENSEE acknowledges that the Technology may contain Confidential Information of ETPL or ETPL’s Affiliates and LICENSEE shall treat in confidence any information relating to the Technology, save for information that is in the public domain through no fault of its obligations herein. 5.2 LICENSEE shall take all reasonable steps, including, but not limited to, those steps taken to protect its own information, data or other tangible or intangible property that it regards as proprietary or confidential, to ensure that the Confidential Information is not disclosed or duplicated for the use of any third party, and shall take all reasonable steps to prevent its officers and employees, or any other persons having access to the Confidential Information, from disclosing or making unauthorised use of any Confidential Information, or from committing any acts of omissions that may result in a violation of this Agreement. 5.3 LICENSEE shall not do anything which might bring into question ETPL or ETPL’s Affiliates’ ownership of the Technology licensed by ETPL to LICENSEE under this Agreement or their validity. 5.5 LICENSEE shall notify ETPL in writing as soon as practicable after it becomes aware of:- 5.5.1 any actual, threatened or suspected infringement of any Intellectual Property of ETPL in respect of the Technology or any breach of confidence relating to any of the foregoing; or 5.5.2 any claim brought against LICENSEE or any other person alleging that its use of the Technology infringes any Intellectual Property or other rights belonging to or alleged to belong to the claimant. 5.6 ETPL or its Affiliates shall have the right but not the obligation, at its option and expense, to prosecute and defend any and all infringements provided that all damages, costs or other benefits obtained as a result belongs to ETPL. 5.7 To the extent permitted by law, LICENSEE may, under its own control and expense, prosecute any third party infringement of the Technology with respect to the Licensed Products within the Field of Use and Territory, and defend infringement claims made against it, provided that LICENSEE shall not file suit against such third party infringer without prior written notice and in close consultation with ETPL. LICENSEE shall hold ETPL harmless from, and indemnify ETPL against, any costs, expenses, or liability that ETPL incurs in connection with any such action initiated by LICENSEE under this clause 5.6. LICENSEE shall not take any material action that would affect any Patent or application for the same and/or the validity of the Technology, or enter into any settlement, consent judgment, or other voluntary final disposition of any infringement action without the prior written consent of ETPL. All resulting damages, costs and monetary benefit will be the property of LICENSEE, provided however that any recovery that exceeds the costs of any infringement action will be treated as Net Sales for the purpose of Royalties. If after a reasonable period of time following actual knowledge of a third party infringement LICENSEE does not prosecute such infringement, ETPL or its Affiliates shall have the right but not the obligation to prosecute such infringement at its own cost, and any resulting monetary damages award shall be retained by ETPL. 5.8 During the Term, ETPL shall bear all patent application costs and all patent costs (including those for divisional filings and grants) relating to prosecution and maintenance of the Patents licensed hereunder in Singapore, United States, up to three (3) countries in the European Patent Office, and the People’s Republic of China. Licensee shall bear all other patent application costs and all patent costs (including those for divisional filings and grants) relating to prosecution and maintenance of the Patents licensed hereunder within the Territory. Licensee shall give ETPL all reasonable assistance necessary for the prosecution and maintenance of the applications for the Patents. For the avoidance of doubt, ETPL does not warrant or represent that any patent application in respect of the Technology will be granted or that it will file applications in all or any part of the Territory in respect of the Technology, or if granted, will be valid.

Rights in Intellectual Property. 5.1 LICENSEE acknowledges that the Technology may contain Confidential Information of ETPL or ETPL’s Affiliates and LICENSEE shall treat in confidence any information relating to the Technology, save for information that is in the public domain through no fault of its obligations herein. 5.2 LICENSEE shall take all reasonable steps, including, but not limited to, those steps taken to protect its own information, data or other tangible or intangible property that it regards as proprietary or confidential, to ensure that the Confidential Information is not disclosed or duplicated for the use of any third party, and shall take all reasonable steps to prevent its officers and employees, or any other persons having access to the Confidential Information, from disclosing or making unauthorised use of any Confidential Information, or from committing any acts of omissions that may result in a violation of this Agreement. 5.3 LICENSEE shall not do anything which might bring into question ETPL or ETPL’s Affiliates’ ownership of the Technology licensed by ETPL to LICENSEE under this Agreement or their validity. 5.5 5.4 LICENSEE shall notify ETPL in writing as soon as practicable after it becomes aware of:- 5.5.1 5.4.1 any actual, threatened or suspected infringement of any Intellectual Property of ETPL in respect of the Technology or any breach of confidence relating to any of the foregoing; or 5.5.2 5.4.2 any claim brought against LICENSEE or any other person alleging that its use of the Technology infringes any Intellectual Property or other rights belonging to or alleged to belong to the claimant. 5.6 5.5 ETPL or its Affiliates shall have the right but not the obligation, at its option and expense, to prosecute and defend any and all infringements provided that all damages, costs or other benefits obtained as a result belongs to ETPL. 5.7 To the extent permitted by law, LICENSEE may, under its own control and expense, prosecute any third party infringement of the Technology with respect to the Licensed Products within the Field of Use and Territory, and defend infringement claims made against it, provided that LICENSEE shall not file suit against such third party infringer without prior written notice and in close consultation with ETPL. LICENSEE shall hold ETPL harmless from, and indemnify ETPL against, any costs, expenses, or liability that ETPL incurs in connection with any such action initiated by LICENSEE under this clause 5.6. LICENSEE shall not take any material action that would affect any Patent or application for the same and/or the validity of the Technology, or enter into any settlement, consent judgment, or other voluntary final disposition of any infringement action without the prior written consent of ETPL. All resulting damages, costs and monetary benefit will be the property of LICENSEE, provided however that any recovery that exceeds the costs of any infringement action will be treated as Net Sales for the purpose of Royalties. If after a reasonable period of time following actual knowledge of a third party infringement LICENSEE does not prosecute such infringement, ETPL or its Affiliates shall have the right but not the obligation to prosecute such infringement at its own cost, and any resulting monetary damages award shall be retained by ETPL. 5.8 During the Term, ETPL shall bear all patent application costs and all patent costs (including those for divisional filings and grants) relating to prosecution and maintenance of the Patents licensed hereunder in Singapore, United States, up to three (3) countries in the European Patent Office, and the People’s Republic of China. Licensee shall bear all other patent application costs and all patent costs (including those for divisional filings and grants) relating to prosecution and maintenance of the Patents licensed hereunder within the Territory. Licensee shall give ETPL all reasonable assistance necessary for the prosecution and maintenance of the applications for the Patents. For the avoidance of doubt, ETPL does not warrant or represent that any patent application in respect of the Technology will be granted or that it will file applications in all or any part of the Territory in respect of the Technology, or if granted, will be valid.

Rights in Intellectual Property. 5.1 LICENSEE 8.1 Licensee shall not do anything which might bring into question ETPL or its RCA D3-Visterra – EXECUTION VERSION Page 28 of 40 Affiliates’ ownership of the Results or Documentation. [**]. 8.2 Each Party acknowledges that the Technology it may contain receive Confidential Information of ETPL the other Party or ETPL’s its Affiliates and LICENSEE the receiving Party shall treat in confidence not at any information relating time use, except for the purpose of this Agreement, or disclose to any person except its authorised employees, contractors, agents and representatives who need to have access to the Technology, save information. The confidentiality obligations under this Agreement shall apply both during the Term and for information that is in the public domain through no fault a period of its obligations hereinfive (5) years thereafter. 5.2 LICENSEE 8.3 Each Party shall take all reasonable steps, including, but not limited to, those steps taken to protect its own information, data or other tangible or intangible property that it regards as proprietary or confidential, to ensure that the Confidential Information of the other Party is not disclosed or duplicated for the use of any third party, and party (except as permitted herein). The receiving Party shall take all reasonable steps to prevent its officers and employees, or any other persons having access to the disclosing Party’s Confidential Information, from disclosing or making unauthorised use of any Confidential Information, or from committing any acts of or omissions that may result in a violation of this Agreement. 5.3 LICENSEE 8.4 Notwithstanding the foregoing, “Confidential Information” shall not do anything which might bring into question ETPL include any information or ETPL’s Affiliates’ ownership material that is: (i) already in the possession of the Technology licensed receiving Party without prior restriction; (ii) independently developed by ETPL receiving Party without use of or access to LICENSEE under this Agreement disclosing Party’s Confidential Information; (iii) publicly disclosed by disclosing Party; (iv) rightfully received by receiving Party from a third party free of any duty of confidentiality; (v) approved for release by written agreement of disclosing Party or their validity(vi) made available by disclosing Party to others without restriction. 5.5 LICENSEE shall notify ETPL in writing as soon as practicable after it becomes aware of:- 5.5.1 any actual, threatened or suspected infringement of any Intellectual Property of ETPL in respect of the Technology or any breach of confidence relating to any of the foregoing; or 5.5.2 any claim brought against LICENSEE or any other person alleging that its use of the Technology infringes any Intellectual Property or other rights belonging to or alleged to belong to the claimant. 5.6 ETPL or its Affiliates 8.5 Receiving Party shall have the right but not the obligation, at its option and expense, to prosecute and defend any and all infringements provided that all damages, costs or other benefits obtained as a result belongs disclose Confidential Information received by it from disclosing Party to ETPL. 5.7 To the extent permitted required to be disclosed by law, LICENSEE mayregulation, under its own control and expenserule, prosecute act or order of any third party infringement of governmental authority or agency to be disclosed, provided that notice is promptly delivered to disclosing Party (to the Technology extent permitted) in order to provide an opportunity to seek a protective order or other similar order with respect to such Confidential Information and thereafter receiving Party discloses to the Licensed Products within requesting entity only the Field of Use and Territoryminimum information required to be disclosed in order to comply with the request, and defend infringement claims made against it, provided that LICENSEE shall whether or not file suit against such third party infringer without prior written notice and in close consultation with ETPL. LICENSEE shall hold ETPL harmless from, and indemnify ETPL against, any costs, expenses, or liability that ETPL incurs in connection with any such action initiated by LICENSEE under this clause 5.6. LICENSEE shall not take any material action that would affect any Patent or application for the same and/or the validity of the Technology, or enter into any settlement, consent judgment, a protective order or other voluntary final disposition of any infringement action without similar order is obtained by the prior written consent of ETPL. All resulting damages, costs and monetary benefit will be the property of LICENSEE, provided however that any recovery that exceeds the costs of any infringement action will be treated as Net Sales for the purpose of Royalties. If after a reasonable period of time following actual knowledge of a third party infringement LICENSEE does not prosecute such infringement, ETPL or its Affiliates shall have the right but not the obligation to prosecute such infringement at its own cost, and any resulting monetary damages award shall be retained by ETPLother party. 5.8 During the Term, 8.6 ETPL shall bear all patent application costs and all patent costs (including those for divisional filings and grants) relating to prosecution and maintenance of the Patents licensed hereunder in Singapore, United States, up to three (3) countries in the European Patent Office, and the People’s Republic of China. Licensee shall bear all other patent application costs and all patent costs (including those for divisional filings and grants) relating to prosecution and maintenance of the Patents licensed hereunder within the Territory. Licensee shall give ETPL all reasonable assistance necessary for the prosecution and maintenance of the applications for the Patents. For the avoidance of doubt, ETPL does not warrant or represent that any patent application in respect of the Technology will be granted or that it will file applications in may disclose all or any part of the Territory in respect Licensee’s Confidential Information to its Affiliates on the basis that ETPL shall procure that such Affiliates shall maintain confidentiality of the TechnologyConfidential Information consistent with ETPL’s non-use and non-disclosure obligations hereunder. 8.7 Licensee and its Affiliates or sublicensees shall have the right to disclose Confidential Information received by it from ETPL (i) to any institutional review board of any entity conducting clinical trials with Product or to any governmental or other regulatory agencies in order to obtain patents or to gain approval to conduct clinical trials or to market Product, provided that such disclosure may be made only to the extent reasonably necessary to obtain such patents or authorizations; and/or (ii) to any bonafide potential or actual investor, investment banker, acquirer, merger partner, or if grantedother potential or actual financial partner; provided that in connection with such disclosure, will Licensee shall notify each such recipient of the confidential nature of such Confidential Information and require each recipient of the information be validsubject to confidentiality obligations in confidentiality agreements with respect to such Confidential Information.

Rights in Intellectual Property. 5.1 LICENSEE 8.1 Licensee shall not do anything which might bring into question ETPL or its RCA D3-Visterra – EXECUTION VERSION Page 28 of 40 Affiliates’ ownership of the Results or Documentation. [**]. 8.2 Each Party acknowledges that the Technology it may contain receive Confidential Information of ETPL the other Party or ETPL’s its Affiliates and LICENSEE the receiving Party shall treat in confidence not at any information relating time use, except for the purpose of this Agreement, or disclose to any person except its authorised employees, contractors, agents and representatives who need to have access to the Technology, save information. The confidentiality obligations under this Agreement shall apply both during the Term and for information that is in the public domain through no fault a period of its obligations hereinfive (5) years thereafter. 5.2 LICENSEE 8.3 Each Party shall take all reasonable steps, including, but not limited to, those steps taken to protect its own information, data or other tangible or intangible property that it regards as proprietary or confidential, to ensure that the Confidential Information of the other Party is not disclosed or duplicated for the use of any third party, and party (except as permitted herein). The receiving Party shall take all reasonable steps to prevent its officers and employees, or any other persons having access to the disclosing Party’s Confidential Information, from disclosing or making unauthorised use of any Confidential Information, or from committing any acts of or omissions that may result in a violation of this Agreement. 5.3 LICENSEE 8.4 Notwithstanding the foregoing, “Confidential Information” shall not do anything which might bring into question ETPL include any information or ETPL’s Affiliates’ ownership material that is: (i) already in the possession of the Technology licensed receiving Party without prior restriction; (ii) independently developed by ETPL receiving Party without use of or access to LICENSEE under this Agreement disclosing Party’s Confidential Information; (iii) publicly disclosed by disclosing Party; (iv) rightfully received by receiving Party from a third party free of any duty of confidentiality; (v) approved for release by written agreement of disclosing Party or their validity(vi) made available by disclosing Party to others without restriction. 5.5 LICENSEE shall notify ETPL in writing as soon as practicable after it becomes aware of:- 5.5.1 any actual, threatened or suspected infringement of any Intellectual Property of ETPL in respect of the Technology or any breach of confidence relating to any of the foregoing; or 5.5.2 any claim brought against LICENSEE or any other person alleging that its use of the Technology infringes any Intellectual Property or other rights belonging to or alleged to belong to the claimant. 5.6 ETPL or its Affiliates 8.5 Receiving Party shall have the right but not the obligation, at its option and expense, to prosecute and defend any and all infringements provided that all damages, costs or other benefits obtained as a result belongs disclose Confidential Information received by it from disclosing Party to ETPL. 5.7 To the extent permitted required to be disclosed by law, LICENSEE mayregulation, under its own control and expenserule, prosecute act or order of any third party infringement of governmental authority or agency to be disclosed, provided that notice is promptly delivered to disclosing Party (to the Technology extent permitted) in order to provide an opportunity to seek a protective order or other similar order with respect to such Confidential Information and thereafter receiving Party discloses to the Licensed Products within requesting entity only the Field of Use and Territoryminimum information required to be disclosed in order to comply with the request, and defend infringement claims made against it, provided that LICENSEE shall whether or not file suit against such third party infringer without prior written notice and in close consultation with ETPL. LICENSEE shall hold ETPL harmless from, and indemnify ETPL against, any costs, expenses, or liability that ETPL incurs in connection with any such action initiated by LICENSEE under this clause 5.6. LICENSEE shall not take any material action that would affect any Patent or application for the same and/or the validity of the Technology, or enter into any settlement, consent judgment, a protective order or other voluntary final disposition of any infringement action without similar order is obtained by the prior written consent of ETPL. All resulting damages, costs and monetary benefit will be the property of LICENSEE, provided however that any recovery that exceeds the costs of any infringement action will be treated as Net Sales for the purpose of Royalties. If after a reasonable period of time following actual knowledge of a third party infringement LICENSEE does not prosecute such infringement, ETPL or its Affiliates shall have the right but not the obligation to prosecute such infringement at its own cost, and any resulting monetary damages award shall be retained by ETPLother party. 5.8 During the Term, 8.6 ETPL shall bear all patent application costs and all patent costs (including those for divisional filings and grants) relating to prosecution and maintenance of the Patents licensed hereunder in Singapore, United States, up to three (3) countries in the European Patent Office, and the People’s Republic of China. Licensee shall bear all other patent application costs and all patent costs (including those for divisional filings and grants) relating to prosecution and maintenance of the Patents licensed hereunder within the Territory. Licensee shall give ETPL all reasonable assistance necessary for the prosecution and maintenance of the applications for the Patents. For the avoidance of doubt, ETPL does not warrant or represent that any patent application in respect of the Technology will be granted or that it will file applications in may disclose all or any part of the Territory in respect Licensee’s Confidential Information to its Affiliates on the basis that ETPL shall procure that such Affiliates shall maintain confidentiality of the TechnologyConfidential Information consistent with ETPL’s non-use and non-disclosure obligations hereunder. 8.7 Licensee and its Affiliates or sublicensees shall have the right to disclose Confidential Information received by it from ETPL (i) to any institutional review board of any entity conducting clinical trials with Product or to any governmental or other regulatory agencies in order to obtain patents or to gain approval to conduct clinical trials or to market Product, provided that such disclosure may be made only to the extent reasonably necessary to obtain such patents or authorizations; and/or (ii) to any bonafide potential or actual investor, investment banker, acquirer, merger partner, or if grantedother potential or actual financial partner; provided that in connection with such disclosure, will Licensee shall notify RCA D3-Visterra – EXECUTION VERSION Page 29 of 40 each such recipient of the confidential nature of such Confidential Information and require each recipient of the information be validsubject to confidentiality obligations in confidentiality agreements with respect to such Confidential Information.