#[[Cellectis:Organization]] CAR-T Developed IP. ​.

Developed IP. Each Party will promptly disclose all Developed IP that is solely developed by such Party to the other Party. Each Party shall own all right, title and interest in and to any and all Developed IP that is solely owned by such Party. Both Parties shall jointly own all right, title and interest in and to any and all Developed IP that is jointly developed by the Parties. Each Party shall cause all Persons who perform Development activities, Manufacturing activities or Regulatory Activities for such Party under this Agreement or who conceive, discover, develop, author or otherwise make any applicable Developed IP on behalf of such Party or its Affiliates under or in connection with this Agreement to be under an obligation to assign their rights in any applicable Developed IP to such Party, except where Applicable Law requires otherwise and except in the case of Governmental Authorities, not-for-profit and public institutions that have standard policies against such an assignment, in which case, to the extent permitted by the Applicable Law, a license (or option to obtain a license) that would allow such Party to grant rights to the other Party as if such Party owned the Developed IP, must be obtained to permit the grant of the licenses as set forth herein.

License of Developed IP. Any Patent Rights that are conceived, developed or reduced to practice by or on behalf of IMMEDICA as a direct result of the performance of its activities under this Agreement are, to the extent they are Controlled by IMMEDICA (“Developed IP”), hereby licensed to the LICENSOR on a non-exclusive, fully paid-up basis, for the sole and limited purpose of the Development, Manufacture, and Commercialization of the Product in all territories and countries of the world other than the Territory (provided that after any termination of this Agreement, the foregoing license shall be worldwide).

Independently-developed IP. Each party will retain ownership of any and all IP (including Background IP) and all Confidential Information (defined in [Section 6.1]) that the party owned on or before the Effective Date. Additionally, any IP developed on or after the Effective Date by either party independently (i.e., outside of development under this Agreement) and without the use of any of the

Product IP, Joint Product IP, Research Program IP. Subject to [Section 9.3.8], as between the Parties, Lilly has the first right, but not the obligation, to bring and control any legal action in connection with: # any misappropriation or violation of any # Joint Know-How excluding ​, or # any other Research Program Know-How that ​, # an Infringement of any # Joint Patent (other than ​), # Product Patent, # any claim of any ​ Patent that Covers and recites ​, # any defense against any challenge to # any Joint Know-How or Joint Patent (other than ​), # any Product Patent, # any claim of any ​ Patent that Covers and recites ​. Lilly shall keep [[Merus:Organization]] reasonably informed of the status of such enforcement efforts and shall consider in good faith [[Merus:Organization]]’s comments thereon. Lilly shall provide [[Merus:Organization]] with drafts of all material papers to be filed with the court and shall in good faith consider all reasonable comments thereto by [[Merus:Organization]] before filing such papers. [[Merus:Organization]] may, at its own expense, be represented in any such action by counsel of its own choice. If Lilly does not bring such legal action within ​ after the notice provided pursuant to [Section 9.3.1], [[Merus:Organization]] may bring and control any legal action in connection with the events set forth in subclauses [(a) through (c) above], in each case, at [[Merus:Organization]]’s sole cost and expense as it reasonably determines appropriate. In connection with any obligation described in this [Section 9.3] to keep the other Party reasonably informed of any enforcement efforts, the Parties will discuss in good faith the commencement of any action prior to the initiation thereof (through the Patent Working Group or otherwise) and discuss in good faith the strategy for any enforcement any such Know-How ​ Certain information in this document has been omitted as the information is not material and would be competitively harmful if publicly disclosed.

Independently Developed. has been independently developed by employees or contractors of the Receiving Party or any of its Affiliates without the aid, application or use of Confidential Information of the Disclosing Party, as demonstrated by documented evidence prepared contemporaneously with such independent development.

IP Developed under the Research. All Intellectual Property generated, invented or discovered in the performance of the Services by or on behalf of Mosaic or the Parties jointly shall be owned as follows:

IP Developed under the Research. All Intellectual Property generated, invented or discovered in the performance of the Services by or on behalf of Mosaic or the Parties jointly shall be owned as follows:

“Allogene Diligence Obligation” is defined in Section 2.2.3.

“Development Milestone” is defined in Section 5.1.1.