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SEC Filings

10-Q
APTEVO THERAPEUTICS INC. filed this Form 10-Q on 11/13/2017
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will share all Development Data generated by or on behalf of Aptevo or its Affiliates with Alligator [***], and Alligator is entitled to disclose such Development Data to its Affiliates in accordance with the terms of this Agreement.  Alligator will share all Development Data generated by or on behalf of Alligator or its Affiliates with Aptevo [***], and Aptevo is entitled to disclose such Development Data to its Affiliates in accordance with the terms of this Agreement.  Aptevo shall ensure that its Affiliates agree to the disclosure of such Development Data to Alligator and its Affiliates, and Alligator shall ensure that its Affiliates agree to the disclosure of such Development Data to Aptevo and its Affiliates.

2.5Grant of Research License.  Subject to Section 2.7 and the remainder of this Section 2.5, each Party hereby grants to the other Party a limited, non-exclusive right and license to use Joint Technology without obtaining permission from the grantor Party or reporting to the grantor Party on the results of such activities, as set forth in additional detail in this Section 2.5 (the “Research License”).

2.5.1Permitted Uses.  The grantee Party may generate in vitro data using the Product or Joint Technology solely [***]; provided, however, if any invention is made as a result of such activities, then (a) subject to subsection 2.5.1(b) below, if such invention is necessary or reasonably useful for the use and/or exploitation of the Product, then such invention shall be deemed Joint Know-How under this Agreement and (b) notwithstanding anything in this Section 2.5 to the contrary if such invention is directed to the Aptevo Platform, the Aptevo Platform Technology or Aptevo Manufacturing Technology, then such an invention shall be deemed Aptevo Platform Know-How and Aptevo Manufacturing Know-How, respectively, and included in the scope of the licenses granted by Aptevo hereunder, as applicable.

2.5.2Product-related Information; Publication.  If a grantee Party wishes to publish or otherwise publicly disclose any Product-related information, data or results obtained pursuant to its Research License, then the grantee Party shall comply with the publication review procedure set forth in Section 5.7.

2.5.3[***] Uses.  Other than as set forth in Section 2.5.4, if a grantee Party wishes to perform any [***] pursuant to its Research License (and such experiments are outside of the scope of the Development Plan), the grantee Party will obtain written permission from the grantor Party before undertaking any such [***].  The grantee Party’s request for such permission shall include a reasonably detailed description of its proposed [***].

2.5.4Sole Legal Support.  If a grantee Party wishes to generate in vitro data or in vivo data to support any of the grantee Party’s legal positions or defenses as part of any judicial and/or patent office proceeding or submission, then the grantee Party will obtain written permission from the grantor Party before undertaking any such action [***].  The grantee Party is obligated to share with the grantor Party all such data that are disclosed in connection with such judicial and/or patent office proceeding or submission and, to the extent reasonably possible, the Parties shall meet and discuss any such use and disclosure in good faith prior to such disclosure.  Upon written notice to the grantee Party, the grantor Party may use such in vitro and in vivo data disclosed by the grantee Party solely to support

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[*** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



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