Affiliate definition

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In the event that Exscientia is acquired in a Change of Control Transaction by a Third Party (such Third Party, hereinafter referred to as an “Acquirer”), then the intellectual property of such Acquirer held or developed by such Acquirer prior to or after such acquisition (other than intellectual property developed by such Acquirer in the course of conducting Exscientia’s activities under this Agreement) shall be excluded from the Exscientia Platform IP and Exscientia Licensed IP, and such Acquirer (and Affiliates of such Acquirer which are not controlled by (as defined under the Affiliate definition in Article 1) Exscientia itself) shall be excluded from the Affiliate definition solely for purposes of the applicable components of the Exscientia Platform IP and Exscientia Licensed IP. For clarity, any intellectual property developed by the Acquirer in the course of conducting Exscientia’s activities under this Agreement shall be included within the Exscientia Platform IP and Exscientia Licensed IP to the extent such intellectual property would have been so included had it been developed by Exscientia. For further clarity, the Acquirer has sole discretion as to whether it will contribute its intellectual property or Information to Exscientia’s activities and Exscientia Platform IP and Exscientia Licensed IP under this Agreement.

(d) such Acquirer (and Affiliates of such Acquirer which are not controlled by (as defined under the Affiliate definition in Article 1) Lyell itself) shall be excluded from the Affiliate definition solely for purposes of the definition of Lyell Technology. For clarity and except with respect to a violation described under clauses (i) or (ii) of Section 17.8(b), the Acquirer has sole discretion as to whether it will contribute its intellectual property, Information or materials to Lyell’s activities and Lyell Technology under this Agreement.

(d) such Acquirer (and Affiliates of such Acquirer which are not controlled by (as defined under the Affiliate definition in Article 1) CytomX itself) shall be excluded from the Affiliate definition solely for purposes of the applicable components of the CytomX Technology or Product Specific Patents. For clarity, the Acquirer has sole discretion as to whether it will contribute its intellectual property or know-how to CytomX’s activities and CytomX Technology or Product Specific Patents under this Agreement;

14.4.2 Transferee. Notwithstanding anything to the contrary set forth herein, if a Party (the “Assigning Party”) assigns or transfers this Agreement to a permitted Third Party pursuant to Section 14.4.1 (Permitted Assignments) (any such Third Party, a “Transferee”), then the Intellectual Property that was held or developed by such Transferee prior to or after such assignment or transfer (other than Intellectual Property developed by such Transferee in the course of conducting the Assigning Party’s activities under this Agreement to the extent such Intellectual Property would have been so included had it been discovered, created, made, developed, conceived or reduced to practice by such Assigning Party) shall not be deemed to be Intellectual Property Controlled by such Assigning Party, and shall also not be affected or otherwise encumbered in any manner, including without limitation, by being subject to any rights of or licenses under this Agreement. Furthermore, such Transferee (and Affiliates of such Transferee: (i) existing immediately prior to such merger, acquisition, assignment or transfer; or (ii) formed on or after such merger, acquisition, assignment or transfer, which are not controlled by (as defined under the Affiliate definition in Section 1.2 (“Affiliate” definition)) the Assigning Party) shall be excluded from the Affiliate definition for purposes of determining Intellectual Property that is subject to this Agreement.

In the event that a Party is acquired in a Change of Control Transaction, then the intellectual property of the Acquirer held or developed by such Acquirer prior to or, except as provided below, after such acquisition shall be excluded from the Silence Background IP (if Silence is the acquired Party) or from the Mallinckrodt Background IP (if Mallinckrodt is the acquired Party), and such Acquirer (and Affiliates of such Acquirer which are not controlled (as set out in the definition of Affiliate) by the acquired Party itself) shall be excluded from the Affiliate definition solely for purposes of the applicable components of the Silence Background IP (if Silence is the acquired Party) or from the Mallinckrodt Background IP (if Mallinckrodt is the acquired Party). For clarity, the foregoing shall not be deemed to modify the definitions or scope of Silence Research IP, Mallinckrodt Research IP or Joint Research IP, and, for such purposes, references to Affiliates shall include such Acquirer (and Affiliates of such Acquirer which are not controlled (as set out in the definition of Affiliate) by the acquired Party if and to the extent such Acquirer or its Affiliate performs activities under this Agreement or any Work Plan. Additionally, if Silence is the acquired Party, Silence Background IP shall include any Know-How that is developed or invented by the Acquirer or any of its Affiliates from or after closing of the Change of Control Transaction that is within the scope of [***] and Covered by [***].

The intellectual property of the Silence Acquiror held or developed by such Silence Acquiror prior to or after such acquisition shall be excluded from the Silence Background Patents and Silence Background Know-How, and such Silence Acquiror (and Affiliates of such Silence Acquiror which are not controlled by (as defined under the Affiliate definition in Section 1.2) Silence itself) shall be excluded from the Affiliate definition solely for purposes of the applicable components of the Silence Background Patents and Silence Background Know-How and for the purposes of ARTICLE 5.

In the event that RAPT is acquired in a Change of Control Transaction by a Third Party (such Third Party, hereinafter referred to as an “Acquirer”), then the intellectual property of such Acquirer held or developed by such Acquirer prior to or after such acquisition (other than intellectual property developed by such Acquirer in the course of conducting RAPT’s activities under this Agreement) shall be excluded from the RAPT Technology, and such Acquirer (and Affiliates of such Acquirer which are not controlled by (as defined under the Affiliate definition in Article 1 (Definitions)) RAPT itself) shall be excluded from the Affiliate definition solely for purposes of the applicable components of the RAPT Technology. For clarity, any intellectual property developed by the Acquirer in the course of conducting RAPT’s activities under this Agreement shall be included within the RAPT Technology to the extent such intellectual property would have been so included had it been developed by RAPT. For further clarity, the Acquirer has sole discretion as to whether it will contribute its intellectual property or know-how to RAPT’s activities and RAPT Technology under this Agreement.

2.1 “Affiliate” means (a) with respect to Incentive Stock Options, a “parent corporation” or “subsidiary corporation” (as those terms are defined in Section 424 of the Code) of Chaparral, and (b) with respect to other Awards, any corporation or other type of entity in a chain of corporations or other entities in which each corporation or other entity has a controlling interest in another corporation or other entity in the chain, starting with Chaparral and ending with the corporation or other entity that has a controlling interest in the corporation or other entity for which the Employee, officer, director, consultant, or other individual provides direct services. For purposes of this Affiliate definition, the term “controlling interest” has the same meaning as provided in Treasury Regulation § 1.414(c)-2(b)(2)(i), except that the phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent” in each place the phrase “at least 80 percent” appears in Treasury Regulation § 1.414(c)-2(b)(2)(i).

1.5“Affiliate” of a Party means any entity which, directly or indirectly, controls such Party, is Controlled by such Party or is under common Control with such Party. For purposes of the Affiliate definition, “Control” means: (a) having the actual, present capacity to elect a majority of the directors of such affiliate; (b) having the power to direct at least fifty percent (50%) of the voting rights entitled to elect directors; or (c) in any country where the local law will not permit foreign equity participation of a majority, ownership or control, directly or indirectly, of the maximum percentage of such outstanding stock or voting rights permitted by local law.

(b) Limitations on Affiliates. Notwithstanding anything to the contrary set forth herein, if a Party (the “Assigning Party”) assigns or transfers this Agreement to a Third Party (any such Third Party, a “Transferee”), whether by merger, assignment, transfer of assets, or operation of law, then the intellectual property rights that were held or developed by such Transferee prior to or after such assignment or transfer (other than intellectual property developed by such Transferee in the course of conducting the Assigning Party’s activities under this Agreement to the extent such intellectual property rights would have been so included had it been discovered, created, made, developed, conceived or reduced to practice by such Assigning Party) shall not be deemed to be Patents, Know-How or other intellectual property Controlled by such Assigning Party, and shall also not be affected or otherwise encumbered in any manner, including without limitation, by being subject to any rights of or licenses under this Agreement. Furthermore, such Transferee (and Affiliates of such Transferee: (i) existing immediately prior to such merger, acquisition, assignment or transfer; or (ii) formed on or after such merger, acquisition, assignment or transfer, which are not controlled by (as defined under the Affiliate definition in Article 1) the Assigning Party) shall be excluded from the Affiliate definition for purposes of determining intellectual property rights which are subject to this Agreement.

In the event that control (as “control” is defined under the Affiliate definition in Article 1) of BN is acquired by a Third Party after the Effective Date (such Third Party, hereinafter referred to as an “Acquirer”), then the intellectual property of such Acquirer held or developed by such Acquirer (and Affiliates of such Acquirer that are not controlled (as “control” is defined under the Affiliate definition in Article 1) by BN following such acquisition) prior to or after such acquisition (other than intellectual property developed by such Acquirer or such Affiliates in the course of conducting BN’s activities under this Agreement) shall be excluded from the BN Technology existed prior to such acquisition and which are not controlled by BN following such acquisition) shall be excluded from the Affiliate definition (other than with respect to intellectual property developed by such Acquirer or such Affiliates in the course of conducting BN’s activities under this Agreement) solely for purposes of the applicable components of the BN Technology. For clarity, any intellectual property developed by the Acquirer in the course of

(2) Continued Employment of Participant. If a Participant remains employed by the Company or the acquirer of the business or assets of the Company, or any other successor in interest to the Company, following a Change in Control (the “Acquirer”) or by one of its Affiliates (applying the Affiliate definition as if the Acquirer was the Company), all unmatured Performance Stock Units held by such Participant on the date of the Change in Control, shall be considered fully matured at the Target Performance Level (without reduction or proration for service), and shall become payable, as of the Maturity Date, based on the Fair Market Value of the Units as of the date of the Change in Control, or as otherwise provided under Sections 9(a), 9(c), 9(d), 9(e), 9(f), and 9(g), as applicable, except as provided in the next following paragraph. The Board shall, in its discretion, have the authority to consider such Performance Stock Units to be fully matured at a level greater than the Target Performance Level, if it does not cause the Participant to be subject to taxation or penalties under Code Section 409A.

from the Ambrx Technology, and such Acquirer (and Affiliates of such Acquirer which are not controlled by (as defined under the Affiliate definition in Article 1) Ambrx itself) shall be excluded from the Affiliate definition solely for purposes of the applicable components of the Ambrx Technology. For clarity, any intellectual property developed by the Acquirer in the course of conducting Ambrx’s activities under this Agreement shall be included within the Ambrx Technology to the extent such intellectual property would have been so included had it been developed by Ambrx. For further clarity, the Acquirer has sole discretion as to whether it will contribute its intellectual property or know-how to Ambrx’s activities and Ambrx Technology under this Agreement.

(a) “Affiliate” means any corporation or other type of entity in a chain of corporations or other entities in which each corporation or other entity has a controlling interest in another corporation or other entity in the chain, starting with the Company and ending with the corporation or other entity that has a controlling interest in the corporation or other entity for which the Employee provides direct services. For purposes of this Affiliate definition, the term “controlling interest” has the same meaning as provided in Treasury Regulation section 1.414(c)-2(b)(2)(i), except that the phrase “more than 50 percent” shall be used instead of the phrase “at least 80 percent” in each place the phrase “at least 80 percent” appears in Treasury Regulation section 1.414(c)-2(b)(2)(i).

(a) “Affiliate” means any corporation or other type of entity in a chain of corporations or other entities in which each corporation or other entity has a controlling interest in another corporation or other entity in the chain, starting with Noble and ending with the corporation or other entity that has a controlling interest in the corporation or other entity for which the Employee provides direct services. For purposes of this Affiliate definition, the term “controlling interest” has the same meaning as provided in Treasury Regulation section 1.414(c)-2(b)(2)(i), except that the phrase “at least 50

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