New Unum Core IP. As between the Parties, Unum will solely own all right, title and interest in and to any Program IP that constitutes inventions, discoveries, developments, improvements, modifications or enhancements relating to # Unum Background Technology, # ACTR, ACTR T-cells and related technology (including ​ (including such claims that claim a ​, and claims for making and using the same, collectively “Product Claims”) (for clarity Product Claims include Product Specific Patents (as defined below)), and # Product Specific Patents, and all right, title and interest thereto will automatically vest solely in Unum (collectively referred to herein as “Unum Core IP”). SGI, for itself and on behalf of its Affiliates and subcontractors, and employees, contractors, consultants and agents of any of the foregoing, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to Unum all right, title and interest in and to such Unum Core IP (unless already owned by Unum). SGI will cooperate, and will cause the foregoing persons and entities to cooperate, with Unum to effectuate and perfect the foregoing ownership, including by promptly executing and recording assignments and other documents consistent with such ownership.

New SGI Core IP. As between the Parties, SGI will solely own all right, title and interest in and to any Program IP that constitutes inventions, discoveries, developments, improvements, modifications or enhancements relating # SGI Background Technology, # the SGI Antibodies (other than Product Claims), # SGI Background Know-How relating to tumor-specific Collaboration Antigens, and # the SEA Technology, and all right, title and interest thereto will automatically vest solely in SGI (collectively referred to herein as “SGI Core IP”). Unum, for itself and on behalf of its Affiliates and subcontractors, and employees, contractors, consultants and agents of any of the foregoing, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), ​ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED

IP Contracts. [Schedule 2.19(c)] of the Company Schedules lists each Company Contract # under which the Company or any of its Subsidiaries uses or licenses Intellectual Property Rights that any third-party owns, other than off-the-shelf software (the “Inbound IP Contracts”) and # under which the Company or any Subsidiary has granted to any Person any right or interest in any Company Intellectual Property, including settlement agreements and covenants not to sue (the “Outbound IP Contracts”, and together with the Inbound IP Contracts, the “IP Contracts”). Except as set forth in [Schedule 2.19(c)] of the Company Schedules, neither the Company nor any Subsidiary is (and with the passage of time, the giving of notice or both, will be) required or

Company IP. Except as set forth on [Schedule 2.19(d)] of the Company Schedules, the Company Intellectual Property includes all of the Intellectual Property Rights used by the Company and each Subsidiary to conduct its business and, to the Company’s knowledge, includes all of the Intellectual Property Rights used by the Company or any Subsidiary to conduct its business in the manner proposed to be conducted (including the research, manufacturing, licensing, marketing, importation, sale, offer for sale or use and future research, manufacturing, licensing, marketing, importation, sale, offer for sale or use, of any Company Product in development). Except as set forth on [Schedule 2.19(d)] of the Company Schedules, the Company or a Subsidiary # is the sole and exclusive owner of all right, title and interest in and to or # has valid, exclusive and continuing rights to develop, manufacture, license, sublicense, market, import, sell, offer or use as the case may be, the Company Intellectual Property, in each case, free and clear of all Liens (other than Permitted Liens). No Company Intellectual Property is subject to # any judicial or administrative action, suit, litigation, arbitration, proceeding, Company Contract, or order of a Governmental Entity that restricts the use, transfer or licensing thereof by the Company or its Subsidiaries (other than restrictions contained in the IP Contracts disclosed in [Schedule 2.19(c)] of the Company Schedules), or # which may affect the validity, use or enforceability of such Company Intellectual Property.

Registered IP. Part ​(b) of the Disclosure Schedule identifies as of the date of this Agreement: # each item of Registered IP; # the jurisdiction in which such item of Registered IP has been registered or filed and the applicable registration or serial number; and # any Person, other than the Seller

Background IP. Except as expressly set forth herein, as between the Parties, each Party is and shall remain the owner of all of its Background IP that it owns as of the Effective Date or that it develops or acquires thereafter pursuant to activities independent of this Agreement.

Joint IP. The Parties shall jointly own all Know-How, including Inventions, and intellectual property rights therein that arise under the Agreement and are not otherwise allocated to be owned solely by one party pursuant to [Section 8.1.2], [Section 8.1.3], or [Section 8.1.4] (“Joint IP”), including any Patent Rights with respect thereto (“Joint Invention Patents”) and the right to pursue the same therein. Subject to the licenses and obligations set forth in this Agreement, each Party has the right to practice, license, sublicense, assign, transfer and otherwise exploit such Party’s interest in the Joint IP (including Joint Invention Patents) for any and all purposes on a worldwide basis without restriction, and without the consent of and without a duty of accounting to the other Party. Each Party will grant and hereby does grant all permissions, consents and waivers with respect to, and all licenses under, such Party’s interest in the Joint IP, throughout the world, necessary to provide the other Party with the foregoing rights. For those countries where a specific license is required for a joint owner of a Joint IP to practice such Joint IP in such countries, each Party hereby grants to the other Party a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under the granting Party’s right, title and interest in and to all Joint IP to practice such Inventions.

Background IP. All Graphite information, Graphite Materials, Graphite Know-How, and Graphite Intellectual Property Rights provided to WuXi ATU by and/or on behalf of Graphite in connection with this Agreement, in any form whatsoever shall remain the sole and exclusive property of Graphite (the “Graphite Property”). WuXi ATU shall not acquire any right, title or interest in the Graphite Property as a result of its performance of the Services. Any and all intellectual property and information, including WuXi ATU Intellectual Property Rights, WuXi ATU Confidential Information, and WuXi ATU Know-How whether tangible or intangible, which was in WuXi ATU's possession prior to the Effective Date or which is later generated or acquired by WuXi ATU outside the scope of the Services or other activities under this Agreement (collectively, the “WuXi ATU Property”), shall be the sole and exclusive property of WuXi ATU.

Supplier's IP. All intellectual property rights arising from or in relation to the Hemp Extracts, its manufacture or production, and any other property furnished to the Buyer by the Supplier, shall be # the property of the Supplier, and # can only be used within the scope of the license provided by the Supplier to the Buyer under the terms of this Agreement.

Background IP. As between the Parties, ​ shall have exclusive ownership of ​’s Background IP, and ​ shall have exclusive ownership of ​’s Background IP.