Common use of Covenants in Support of Assignment Clause in Contracts

Covenants in Support of Assignment. Each Party will provide all further cooperation which the other Party reasonably determines is necessary to give effect to the ownership of the Collaboration Technology set forth in Section 8.1 (Ownership of Intellectual Property) and to ensure such Party the full and quiet enjoyment of the Collaboration Technology by such other Party, including executing and delivering further assignments, consents, releases and other commercially reasonable documentation, and providing good faith testimony by affidavit, declaration, deposition, in person or other proper means and otherwise assisting such other Party in support of any effort by such other Party to establish, perfect, defend or enforce its rights in the Collaboration Technology. Each Party will obtain the cooperation of the individual inventors of any Inventions disclosed in the Collaboration Technology, including (i) obtaining signatures of such inventors on any patent applications or other documentation reasonably necessary to obtain patent protection for such inventions and (ii) procuring (at such other Party’s expense) such inventors’ good faith testimony by affidavit, declaration, deposition in person or other proper means in support of such other Party’s efforts in establishing, perfecting, defending or enforcing Patent Rights to such inventions. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Confidential

Covenants in Support of Assignment. Each Party will provide all shall take (and cause its Affiliates and its and their (sub)licensees/Sublicensees, and their respective officers, directors, employees, agents and contractors to take) such further cooperation which actions reasonably requested by the other Party reasonably determines is necessary Party, at the requesting Party’s cost and expense (except as provided in Section 10.3.5 ([***])), to give effect to the ownership of the Collaboration Technology evidence such assignment set forth in Section 8.1 10.3.2 (Ownership of Intellectual PropertyAssignment) and to ensure such assist the other Party the full in obtaining Patent Rights and quiet enjoyment of the Collaboration Technology by such other Partyintellectual property protection with respect to Know-How first developed, created, conceived or reduced to practice under or in connection with this Agreement, and, [***], including executing and delivering further assignments, consents, releases and other commercially reasonable documentation, documentation and providing good faith testimony by affidavit, declaration, deposition, in in-person or other proper means and otherwise assisting such other Party in support of any effort by such the other Party to establish, perfect, defend or enforce its rights in any such Know-How or Patent Rights Covering such Know-How through prosecution of governmental filings, regulatory proceedings, litigation and other means, including through the Collaboration Technologyfiling, prosecution and maintenance of Patent Rights. Each Without limiting the foregoing, each Party will cooperate with the other Party, at such other Party’s cost and expense ([***])), if the other Party applies for U.S. or foreign patent protection for inventions within such Know-How in accordance herewith and will use its reasonable efforts to obtain the cooperation of the individual inventors of any Inventions disclosed such inventions. If a Party is unable to assign the applicable interest in the Collaboration Technology, including (i) obtaining signatures of such inventors on any patent applications Know-How or other documentation reasonably necessary to obtain patent protection for such inventions and (ii) procuring (at such other Party’s expense) such inventors’ good faith testimony by affidavit, declaration, deposition in person or other proper means in support of such other Party’s efforts in establishing, perfecting, defending or enforcing Patent Rights to the other Party as required by Section 10.3.2 (Assignment), then such inventions. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933Party hereby grants and agrees to grant (and shall cause its Affiliates and (sub)licensees/Sublicensees to grant) to the other Party a royalty-free, AS AMENDED. Confidentialfully paid-up, worldwide, perpetual, irrevocable license (with the right to grant sublicenses through multiple tiers) under such Know-How and Patent Rights, which license shall be exclusive (even as to such granting Party) with respect to Know-How and Patent Rights that are solely owned by the other Party as set forth in Section 10.3.1(b) and non-exclusive with respect to the Know-How and Patent Rights that are jointly owned by the Parties as set forth in Section 10.3.1(c), in each case, for any and all purposes.

Covenants in Support of Assignment. Each Without limiting the generality of Section 10.1.6 (Invention Assignments), the Party will provide all further cooperation which required to assign to the other Party rights in any Patent Rights or Know-How under this Agreement (the “Assigned Technology” and the “Assigning Party,” and the “Owning Party,” respectively) will take (and cause its Affiliates, and their respective employees, agents, and contractors to take) such further actions reasonably determines is necessary requested by the Owning Party to give effect to the ownership of the Collaboration Technology set forth in Section 8.1 (Ownership of Intellectual Property) evidence such assignment and to ensure assist the Owning Party in obtaining Patent Rights and other intellectual property protection for such Party the full and quiet enjoyment of the Collaboration Technology by such other PartyAssigned Technology, including executing and delivering further assignments, consents, releases releases, and other commercially reasonable documentation, documentation and providing good faith testimony by affidavit, declaration, depositionin-person, in person or other proper means and otherwise assisting such other Party in support of any effort by such other the Owning Party to establish, perfect, defend defend, or enforce its rights in any such Assigned Technology through prosecution of governmental filings, regulatory proceedings, litigation and other means, including through the Collaboration filing, prosecution, maintenance, and enforcement of such Assigned Technology. Each Without limitation, the Assigning Party will cooperate with the Owning Party if the Owning Party applies for U.S. or foreign patent protection for such Assigned Technology and will obtain the cooperation of the individual inventors of any Inventions disclosed in such Assigned Technology. If the Collaboration Assigning Party is unable to assign any Assigned Technology, then the Assigning Party hereby grants and agrees to grant to the Owning Party a royalty-free, fully paid-up, exclusive (even as to the Assigning Party, subject to the terms of this Agreement, including the licenses granted to the Owning Party pursuant to Article 2 (iLicenses and Option)), perpetual, irrevocable license (with the right to grant sublicenses through multiple tiers) obtaining signatures of under such inventors on Assigned Technology for any patent applications or other documentation reasonably necessary to obtain patent protection for such inventions and (ii) procuring (at such other Party’s expense) such inventors’ good faith testimony by affidavit, declaration, deposition in person or other proper means in support of such other Party’s efforts in establishing, perfecting, defending or enforcing Patent Rights to such inventions. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Confidentialall purposes.

Covenants in Support of Assignment. Each Party will provide all take (and cause its Affiliates and Subcontractors, and their respective employees, agents, and contractors to take) such further cooperation which actions reasonably requested by the other Party reasonably determines is necessary to give effect to evidence the ownership assignments of the Collaboration Technology Intellectual Property set forth in this Section 8.1 6.1 (Ownership of Intellectual PropertyResearch Technology) and to ensure such assist the other Party in obtaining Patent Rights and other Intellectual Property protection for Inventions within the full and quiet enjoyment of the Collaboration Technology by such other PartyCodiak Owned Research Technology, Sarepta Owned Research Technology, or Breach Inventions, as applicable, including executing and delivering further assignments, consents, releases releases, and other commercially reasonable documentation, documentation and providing good faith testimony by affidavit, declaration, depositionin-person, in person or other proper means and otherwise assisting such other Party in support of any effort by such the other Party to establish, perfect, defend defend, or enforce its rights in any Codiak Owned Research Technology, Sarepta Owned Research Technology, or Breach Inventions, as applicable, through prosecution of governmental filings, regulatory proceedings, litigation, and other means, including through the Collaboration filing, prosecution, maintenance, and enforcement of the Codiak Owned Research Technology, Sarepta Owned Research Technology, or Breach Inventions, as applicable. Each Without limitation, each Party will cooperate with the other Party if such other Party applies for U.S. or foreign patent protection for Inventions within the Codiak Owned Research Technology, Sarepta Owned Research Technology, or Breach Inventions, as applicable, and will obtain the cooperation of the individual inventors of any Inventions disclosed in the Collaboration such Codiak Owned Research Technology, including Sarepta Owned Research Technology, or Breach Inventions, as applicable. If either Party is unable to assign any Codiak Owned Research Technology, Sarepta Owned Research Technology, or Breach Inventions, as applicable, to the other Party as set forth in this Section 6.1 (iOwnership of Research Technology), then each Party hereby grants and agrees to grant to the other Party a royalty-free, fully paid-up, worldwide, exclusive, perpetual, irrevocable license (with the right to grant sublicenses through multiple tiers) obtaining signatures of under such inventors on Codiak Owned Research Technology, Sarepta Owned Research Technology, or Breach Inventions, as applicable, for any patent applications or other documentation reasonably necessary to obtain patent protection for such inventions and (ii) procuring (at such other Party’s expense) such inventors’ good faith testimony by affidavit, declaration, deposition in person or other proper means in support of such other Party’s efforts in establishing, perfecting, defending or enforcing Patent Rights to such inventions. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Confidentialall purposes.