Common use of Common Interest Clause in Contracts

Common Interest. All information exchanged between the Parties regarding the Prosecution and Maintenance, defense, and enforcement, of the Patent Rights under this Article 12 (Intellectual Property) will be deemed Confidential Information of the disclosing Party. In addition, the Parties acknowledge and agree that, with regard to such Prosecution and Maintenance, defense, and enforcement of the Patent Rights under this Article 12 (Intellectual Property), the interests of the Parties as licensor and licensee are to obtain the strongest patent protection possible, and as such, are aligned and are legal in nature. The Parties agree and acknowledge that they have not waived, and nothing in this Agreement constitutes a waiver of, any legal privilege concerning the Patent Rights under this Article 12 (Intellectual Property), including privilege under the common interest doctrine and similar or related doctrines. Notwithstanding any provision to the contrary contained herein, to the extent a Party has a good faith belief that any information required to be disclosed by such Party to the other Party under this Article 12 (Intellectual Property) is protected by attorney-client privilege or any other applicable legal privilege or immunity, such Party will not be required to disclose such information and the Parties will in good faith cooperate to agree upon a procedure (including entering into a specific common interest agreement, disclosing such information on a “for counsel eyes only” basis or similar procedure) under which such information may be disclosed without waiving or breaching such privilege or immunity. 13.

Common Interest. All information Information exchanged between the Parties regarding the Prosecution prosecution, maintenance, enforcement and Maintenance, defense, and enforcement, defense of the Patent Rights Patents under this Article 12 (Intellectual Property) 11 will be deemed to be Confidential Information of the disclosing Party that Controls the Patent or has licensed rights to the Patent to the other Party. In addition, the Parties acknowledge and agree that, with regard to such Prosecution prosecution, maintenance, enforcement and Maintenance, defense, and enforcement of the Patent Rights under this Article 12 (Intellectual Property), the interests of the Parties as licensor and licensee collaborators, licensors or licensees are to to, for their mutual benefit, obtain the strongest patent protection possibleand plan patent defense against potential patentability/invalidity challenges or infringement activities by Third Parties, and as such, are aligned and are legal in nature. The Parties agree Each Party agrees and acknowledge acknowledges that they have it has not waived, and nothing in this Agreement constitutes a waiver of, any legal privilege concerning the Patent Rights Patents under this Article 12 (Intellectual Property)11, including privilege under the common interest doctrine and similar or related doctrines. Notwithstanding any provision anything to the contrary contained hereinin this Agreement, to the extent a Party has a good faith belief that any information Information required to be disclosed by such Party to the other Party under this Article 12 (Intellectual Property) 11 is protected by attorney-client privilege or any other applicable legal privilege or immunity, such Party will shall not be required to disclose such information Information and the Parties will shall in good faith cooperate to agree upon a procedure (including which may include entering into a specific common interest agreement, disclosing such information Information on a “for counsel eyes only” basis or similar procedure) under which such information Information may be disclosed without waiving or breaching such privilege or immunity. 13.

Common Interest. All information Information exchanged between the Parties regarding the Prosecution prosecution, maintenance, enforcement and Maintenance, defense, and enforcement, defense of the Patent Rights Patents under this Article 12 (Intellectual Property) 11 will be deemed to be Confidential Information of the disclosing Party. In addition, the Parties acknowledge and agree that, with regard to such Prosecution prosecution, maintenance, enforcement and Maintenance, defense, and enforcement of the Patent Rights under this Article 12 (Intellectual Property), the interests of the Parties as licensor and licensee collaborators, licensors or licensees are to to, for their mutual benefit, obtain the strongest patent protection possibleand plan patent defense against potential patentability/invalidity challenges or infringement activities by Third Parties, and as such, are aligned and are legal in nature. The Parties agree Each Party agrees and acknowledge acknowledges that they have it has not waived, and nothing in this Agreement constitutes a waiver of, any legal privilege concerning the Patent Rights Patents under this Article 12 (Intellectual Property)11, including privilege under the common interest doctrine and similar or related doctrines. Notwithstanding any provision anything to the contrary contained hereinin this Agreement, to the extent a Party has a good faith belief that any information Information required to be disclosed by such Party to the other Party under this Article 12 (Intellectual Property) 11 is protected by attorney-client privilege or any other applicable legal privilege or immunity, such Party will shall not be required to disclose such information Information and the Parties will shall in good faith cooperate to agree upon a procedure (including which may include entering into a specific common interest agreement, disclosing such information Information on a “for counsel eyes only” basis or similar procedure) under which such information Information may be disclosed without waiving or breaching such privilege or immunity. 13.

Common Interest. All information exchanged between the Parties regarding the Prosecution prosecution, maintenance, enforcement and Maintenance, defense, and enforcement, defense of the Patent Rights Patents under this Article 12 (Intellectual Property) ARTICLE 8 will be deemed to be Confidential Information of the disclosing Party. In addition, the Parties acknowledge and agree that, with regard to such Prosecution prosecution, maintenance, enforcement and Maintenance, defense, and enforcement of the Patent Rights under this Article 12 (Intellectual Property), the interests of the Parties as licensor collaborators and Harpoon and licensee are to to, for their mutual benefit, obtain the strongest patent protection possibleand plan patent defense against potential infringement activities by Third Parties, and as such, are aligned and are legal in nature. The Parties agree and acknowledge that they have not waived, and nothing in this Agreement constitutes a waiver of, any legal privilege concerning the Patent Rights Patents under this Article 12 (Intellectual Property)ARTICLE 8, including privilege under the common interest doctrine and similar or related doctrines. Notwithstanding any provision anything to the contrary contained hereinin this Agreement, to the extent a Party has a good faith belief that any information required to be disclosed by such Party to the other Party under this Article 12 (Intellectual Property) ARTICLE 8 is protected by attorney-client privilege or any other applicable legal privilege or immunity, such Party will shall not be required to disclose such information and the Parties will shall in good faith cooperate to agree upon a procedure (including which may include entering into a specific common interest agreement, disclosing such information on a “for counsel eyes only” basis or similar procedure) under which such information may be disclosed without waiving or breaching such privilege or immunity. 13.

Common Interest. All information exchanged between the Parties regarding the Prosecution prosecution, maintenance, enforcement and Maintenance, defense, and enforcement, defense of the Patent Rights Patents under this Article 12 9 (Intellectual PropertyProperty Matters) will be deemed to be Confidential Information of each Party that Controls the disclosing Partyapplicable Patent. In addition, the Parties acknowledge each Party acknowledges and agree agrees that, with regard to such Prosecution prosecution, maintenance, enforcement and Maintenance, defense, and enforcement of the Patent Rights under this Article 12 (Intellectual Property), the interests of the Parties as licensor and licensee collaborators, licensors or licensees are to to, for their mutual benefit, obtain the strongest patent protection possibleand plan patent defense against potential patentability/invalidity challenges or infringement activities by Third Parties, and as such, are aligned and are legal in nature. The Parties agree Each Party agrees and acknowledge acknowledges that they have it has not waived, and nothing in this Agreement constitutes a waiver of, any legal privilege concerning the Patent Rights Patents under this Article 12 9 (Intellectual PropertyProperty Matters), including privilege under the common interest doctrine and similar or related doctrines. Notwithstanding any provision anything to the contrary contained hereinin this Agreement, to the extent that a Party has a good faith belief that any information required to be disclosed by such Party to the other Party Party, including under this Article 12 9 (Intellectual Property) Property Matters), is protected by attorney-client privilege or any other applicable legal privilege or immunity, such Party will not be required to disclose such information unless and until the Parties will in good faith cooperate to agree have agreed upon a procedure (including which may include entering into a specific common interest agreement, disclosing such information on a “for counsel eyes only” basis or similar procedure) ​ ​ under which such information may be disclosed without waiving or breaching such privilege or immunity. 13The Parties will in good faith cooperate to agree upon any such procedures.

Common Interest. All information exchanged between the Parties regarding the Prosecution and Maintenance, and enforcement and defense, and enforcement, of the Patent Rights Patents under this Article 12 9 (Intellectual Property) will shall be deemed Confidential Information of the disclosing Party. In addition, the Parties acknowledge and agree that, with regard to such Prosecution and Maintenance, defense, and enforcement of the Patent Rights under this Article 12 (Intellectual Property)and defense, the interests of the Parties as collaborators and licensor and licensee are to obtain the strongest patent protection possible, and as such, are aligned and are legal in nature. The Parties agree and acknowledge that they have not waived, and nothing in this Agreement constitutes a waiver of, any legal privilege concerning the Patent Rights Patents under this Article 12 9 (Intellectual Property), including privilege under the common interest doctrine and similar or related doctrines. Notwithstanding any provision anything to the contrary CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. contained herein, to the extent a Party has a good faith belief that any information required to be disclosed by such Party to the other Party under this Article 12 9 (Intellectual Property) is protected by attorney-client privilege or any other applicable legal privilege or immunity, such Party will shall not be required to disclose such information and the Parties will shall in good faith cooperate to agree upon a procedure (including entering into a specific common interest agreement, disclosing such information on a “for counsel eyes only” basis or similar procedure) under which such information may be disclosed without waiving or breaching such privilege or immunity. 13.

Common Interest. All information exchanged between the Parties regarding the Prosecution prosecution, maintenance, enforcement and Maintenance, defense, and enforcement, defense of the Patent Rights Patents under this Article 12 (Intellectual Property) ARTICLE 8 will be deemed to be Confidential Information of the disclosing Party. In addition, the Parties acknowledge and agree that, with regard to such Prosecution prosecution, maintenance, enforcement and Maintenance, defense, and enforcement of the Patent Rights under this Article 12 (Intellectual Property), the interests of the Parties as collaborators and licensor and licensee are to to, for their mutual benefit, obtain the strongest patent protection possibleand plan patent defense against potential infringement activities by Third Parties, and as such, are aligned and are legal in nature. The Parties agree and acknowledge that they have not waived, and nothing in this Agreement constitutes a waiver of, any legal privilege concerning the Patent Rights Patents under this Article 12 (Intellectual Property)ARTICLE 8, including privilege under the common interest doctrine and similar or related doctrines. Notwithstanding any provision anything to the contrary contained hereinin this Agreement, to the extent a Party has a good faith belief that any [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. information required to be disclosed by such Party to the other Party under this Article 12 (Intellectual Property) ARTICLE 8 is protected by attorney-client privilege or any other applicable legal privilege or immunity, such Party will shall not be required to disclose such information and the Parties will shall in good faith cooperate to agree upon a procedure (including which may include entering into a specific common interest agreement, disclosing such information on a “for counsel eyes only” basis or similar procedure) under which such information may be disclosed without waiving or breaching such privilege or immunity. 13.

Common Interest. All information exchanged between the Parties regarding the Prosecution and Maintenance, defense, and enforcement, of the Patent Rights under this Article 12 14 (Intellectual Property) will be deemed Confidential Information of the disclosing Party. In addition, the Parties acknowledge and agree that, with regard to such Prosecution and Maintenance, defense, and enforcement of the Patent Rights under this Article 12 14 (Intellectual Property), the interests of the Parties as licensor and licensee are to obtain the strongest patent protection possible, and as such, are aligned and are legal in nature. The Parties agree and acknowledge that they have not waived, and nothing in this Agreement constitutes a waiver of, any legal privilege concerning the Patent Rights under this Article 12 14 (Intellectual Property), including privilege under the common interest doctrine and similar or related doctrines. Notwithstanding any provision to the contrary contained herein, to the extent a Party has a good faith belief that any information required to be disclosed by such Party to the other Party under this Article 12 14 (Intellectual Property) is protected by attorney-client attorney‑client privilege or any other applicable legal privilege or immunity, such Party will not be required to disclose such information and the Parties will in good faith cooperate to agree upon a procedure (including entering into a specific common interest agreement, disclosing such information on a “for counsel eyes only” basis or similar procedure) under which such information may be disclosed without waiving or breaching such privilege or immunity. 13.

Common Interest. All information exchanged between the Parties regarding the Prosecution and MaintenanceProsecution, defense, and enforcement, enforcement or defense of the Patent Rights under this Article 12 10 (Intellectual Property) will be deemed to be Confidential Information of the disclosing PartyParty that controls the Prosecution, enforcement or defense (as applicable) of the applicable Patent Right. In addition, the Parties acknowledge each Party acknowledges and agree agrees that, with regard to such Prosecution prosecution, maintenance, enforcement and Maintenance, defense, and enforcement of the Patent Rights under this Article 12 (Intellectual Property), the interests of the Parties as licensor and licensee collaborators, licensors or licensees are to to, for their mutual benefit, obtain the strongest patent protection possibleand plan patent defense against potential patentability/invalidity challenges or infringement activities by Third Parties, and as such, are aligned and are legal in nature. The Parties agree Each Party agrees and acknowledge acknowledges that they have it has not waived, and nothing in this Agreement constitutes a waiver of, any legal privilege concerning the Patent Rights under this Article 12 10 (Intellectual Property), including privilege under the common interest doctrine and similar or related doctrines. Notwithstanding any provision anything to the contrary contained hereinin this Agreement, to the extent a Party has a good faith belief that any information required to be disclosed by such Party to the other Party under this Article 12 10 (Intellectual Property) is protected by attorney-client privilege or any other applicable legal privilege or immunity, such Party will shall not be required to disclose such information unless and until the Parties will in good faith cooperate to agree have agreed upon a procedure (including which may include entering into a specific common interest agreement, disclosing such information Confidential Information on a “for counsel eyes only” basis or similar procedure) under which such information Confidential Information |US-DOCS\163899140.5|| may be disclosed without waiving or breaching such privilege or immunity. 13The Parties shall in good faith cooperate to agree upon any such procedures.

Common Interest. All information exchanged between the Parties regarding the Prosecution and Maintenance, and enforcement and defense, and enforcement, of the Patent Rights Patents under this Article 12 9 (Intellectual Property; Ownership) will be deemed Confidential Information of the disclosing Party. In addition, the Parties acknowledge and agree that, with regard to such Prosecution and Maintenance, defense, and enforcement of the Patent Rights under this Article 12 (Intellectual Property)and defense, the interests of the Parties as collaborators and licensor and licensee are to obtain the strongest patent protection possible, and as such, are aligned and are legal in nature. The Parties agree and acknowledge that they have not waived, and nothing in this Agreement constitutes a waiver of, any legal privilege concerning the Patent Rights Patents under this Article 12 9 (Intellectual Property; Ownership), including privilege under the common interest doctrine and similar or related doctrines. Notwithstanding any provision anything to the contrary contained herein, to the extent a Party has a good faith belief that any information required to be disclosed by such Party to the other Party under this Article 12 9 (Intellectual Property; Ownership) is protected by attorney-client privilege or any other applicable legal privilege or immunity, such Party will shall not be required to disclose such information and the Parties will shall in good faith cooperate to agree upon a procedure (including entering into a specific common interest agreement, disclosing such information on a “for counsel eyes only” basis or similar procedure) under which such information may be disclosed without waiving or breaching such privilege or immunity. 13.

Common Interest. All information exchanged between the Parties regarding the Prosecution and Maintenanceprosecution, defensemaintenance, enforcement, and enforcement, defense of the Patent Rights or a Patent Challenge with respect to a Third Party’s Patent Rights under this Article 12 10 (Intellectual Property) will be deemed the Confidential Information of the disclosing Party. In addition, the Parties acknowledge stipulate and agree that, with regard to such Prosecution and Maintenanceprosecution, defensemaintenance, enforcement, and enforcement of the Patent Rights under this Article 12 (Intellectual Property), defense the interests of the Parties as collaborators and licensor and licensee are to obtain the strongest patent protection possible, and as such, are aligned and are legal in nature. The Parties stipulate and agree and acknowledge that they have not waived, and nothing in this Agreement constitutes a waiver of, any legal privilege concerning the Patent Rights under this Article 12 10 (Intellectual Property), including privilege under the common interest doctrine and similar or related doctrines. Notwithstanding any provision to the contrary contained hereinset forth in this Agreement, to the extent a Party has a good faith belief that any information required to be disclosed by such Party to the other Party under this Article 12 10 (Intellectual Property) is protected by attorney-client privilege or any other applicable legal privilege or immunity, such Party will not be required to disclose such information and the Parties will in good faith cooperate to agree upon a procedure (including entering into a specific common interest agreement, disclosing such information on a “for counsel eyes only” basis or similar procedure) under which such information may be disclosed without waiving or breaching such privilege or immunity. 13.

Common Interest. All information exchanged between the Parties regarding the Prosecution and Maintenanceprosecution, defensemaintenance, and enforcement, enforcement or defense of the Patent Rights Patents under this Article 12 (Intellectual Property) 8 will be deemed to be Confidential Information of the disclosing PartyParty that controls the prosecution, maintenance or defense (as applicable) of the applicable Patent. In addition, the Parties acknowledge each Party acknowledges and agree agrees that, with regard to such Prosecution prosecution, maintenance, enforcement and Maintenance, defense, and enforcement of the Patent Rights under this Article 12 (Intellectual Property), the interests of the Parties as licensor and licensee collaborators, licensors or licensees are to to, for their mutual benefit, obtain the strongest patent protection possibleand plan patent defense against potential patentability/invalidity challenges or infringement activities by Third Parties, and as such, are aligned and are legal in nature. The Parties agree Each Party agrees and acknowledge acknowledges that they have it has not waived, and nothing in this Agreement constitutes a waiver of, any legal privilege concerning the Patent Rights under this Article 12 (Intellectual Property)8, including privilege under the common interest doctrine and similar or related doctrines. Notwithstanding any provision anything to the contrary contained hereinin this Agreement, to the extent a Party has a good faith belief that any information required to be disclosed by such Party to the other Party under this Article 12 (Intellectual Property) 8 is protected by attorney-client privilege or any other applicable legal privilege or immunity, such Party will shall not be required to disclose such information unless and until the Parties will in good faith cooperate to agree have agreed upon a procedure (including which may include entering into a specific common interest agreement, disclosing such information Confidential Information on a “for counsel eyes only” basis or similar procedure) under which such information Confidential Information may be disclosed without waiving or breaching such privilege or immunity. 13The Parties shall in good faith cooperate to agree upon any such procedures.