Common use of Existing Patents Clause in Contracts

Existing Patents. (a) All Precision Patents Covering the Licensed Product or the Licensed ARCUS Nuclease that exist as of the Effective Date, other than the Cellectis Patents, that are issued or subject to a pending application for issuance are listed on Exhibit 10.2.2 (the “Existing Patents”). (b) The Existing Patents and the Cellectis Patents represent all Patents Controlled by Precision that Cover the Licensed Product, the Licensed ARCUS Nuclease, or the Exploitation of any of the foregoing in the Licensed Field. (c) All Existing Patents are: (i) to the extent issued (unless otherwise indicated on Exhibit 10.2.2), subsisting and, to Precision’s Knowledge, not invalid or unenforceable, in whole or in part, or to Precision’s Knowledge, confer a valid right to claim priority thereto; (ii) solely and exclusively owned or exclusively licensed to Precision, free of any encumbrance, lien or claim of ownership by any Third Party; (iii) in respect of Existing Patents owned by Precision, to the extent subject to a pending application for issuance, being prosecuted in good faith in the respective patent offices in which such applications have been filed in accordance with Applicable Law and, to Precision’s Knowledge, all material references, documents and information have been presented to the relevant patent office in respect of such Existing Patents to the extent required by such patent office; (iv) in respect of Existing Patents owned by Precision, filed and maintained in accordance with applicable Patent office rules, and all applicable fees applicable thereto have been paid on or before any final due date for payment; and (v) in respect of Existing Patents owned by Precision, all Representatives of Precision who have performed any activities on its behalf in connection with the inventions claimed in the Existing Patents have assigned to Precision the whole of their rights in any intellectual property rights thereto conceived or reduced to practice by them, and no such Representative has any rights to any such Existing Patents. (d) [***].

Existing Patents. (a) All Precision Patents Covering Patent rights contained in the Licensed Product or the Licensed ARCUS Nuclease that exist Avidity Technology existing as of the Effective Date, other than the Cellectis Patents, Date that are issued or subject to a pending application for issuance are listed on Exhibit 10.2.2 (the “Existing Patents”). (b) The Existing Patents are listed on Exhibit 1.14 and the Cellectis Patents represent all Patents Controlled by Precision that Cover the Licensed Product, the Licensed ARCUS Nuclease, or the Exploitation of any of the foregoing in the Licensed Field. (c) All such Existing Patents are: (i) to the extent issued (unless otherwise indicated on Exhibit 10.2.21.14), subsisting and, to Precision’s Knowledge, and not invalid or unenforceable, in whole or in part, or to Precision’s Knowledge, confer a valid right to claim priority thereto; (ii) solely and exclusively owned or exclusively licensed to PrecisionAvidity, free of any encumbrance, lien or claim of ownership by any Third Party; (iii) in respect of Existing Patents owned by Precision, to the extent subject to a pending application for issuance, being diligently prosecuted in good faith in the respective patent offices in which such applications have been filed in accordance with Applicable Law and, to PrecisionAvidity’s Knowledgeknowledge, Avidity and its Affiliates have presented all material relevant references, documents and information have been presented to the relevant patent office in respect of such Existing Patents to examiner at the extent required by such relevant patent office; and (iv) in respect of Existing Patents owned by Precisionto Avidity’s knowledge, filed and maintained in accordance with applicable Patent office rulesproperly and correctly, and all applicable fees applicable thereto have been paid on or before any final the due date for payment; and . (vb) in respect To Avidity’s knowledge, neither Avidity nor any of Existing Patents owned by Precision, all Representatives of Precision who its Affiliates have performed taken any activities on its behalf in connection with the inventions action that would render any invention claimed in the Existing Patents have assigned unpatentable. (c) The Existing Patents represent all Avidity Patents that relate to Precision the whole Avidity Technology or the exploitation thereof as of their rights in any intellectual property rights thereto conceived or reduced to practice by them, and no such Representative has any rights to any such Existing Patentsthe Effective Date. (d) [***]To Avidity’s knowledge, other than the rights granted under this Agreement, no rights or licenses are required under any Patent rights to practice the Avidity Technology as contemplated in the Research Plan as of the Effective Date, or to Research, develop, manufacture (including to formulate), Commercialize or otherwise exploit the Products as contemplated herein by reason of the incorporation of Avidity Technology in such Products.

Existing Patents. (a) All Patent rights contained in the Precision Patents Covering the Licensed Product or the Licensed ARCUS Nuclease that exist Technology existing as of the Execution Date or the Effective Date, other than the Cellectis Patents, that are issued or subject to a pending application for issuance are listed on Exhibit 10.2.2 12.2.4 of the Original Agreement (the “Existing Patents”). For informational purposes only, Precision has delivered to Prevail the updated Exhibit 12.2.4 attached hereto, listing all Patent rights contained in the Precision Technology existing as of the A&R Execution Date, other than the Cellectis Patents, that are issued or subject to a pending application for issuance. (b) The Existing Patents and the Cellectis Patents represent all Patents Controlled by Precision that Cover the Licensed Product, the Licensed ARCUS Nuclease, or the Exploitation of any of the foregoing in the Licensed Field. (c) All Existing Patents are: (i) to the extent issued (unless otherwise indicated on Exhibit 10.2.212.2.4 of the Original Agreement), subsisting and, to Precision’s Knowledge, not invalid or unenforceable, in whole or in part, or to Precision’s Knowledge, confer a valid right to claim priority thereto; (ii) solely and exclusively owned or exclusively licensed to Precision, free of any encumbrance, lien or claim of ownership by any Third Party; (iii) in respect of Existing Patents owned by Precision, to the extent subject to a pending application for issuance, being prosecuted in good faith in the respective patent offices in which such applications have been filed in accordance with Applicable Law and, to Precision’s Knowledge, all material references, documents and information have been presented to the relevant patent office in respect of such Existing Patents to the extent required by such patent office; and (iv) in respect of Existing Patents owned by Precision, filed and maintained in accordance with applicable Patent office rules, and all applicable fees applicable thereto have been paid on or before any final due date for payment; and (v) in respect of Existing Patents owned by Precision, all Representatives of Precision who have performed any activities on its behalf in connection with the inventions claimed in the Existing Patents have assigned to Precision the whole of their rights in any intellectual property rights thereto conceived or reduced to practice by them, and no such Representative has any rights to any such Existing Patents. (dc) [***]. (d) As of the Execution Date and the Effective Date only, the Existing Patents and the Cellectis Patents represent all Precision Patents that relate to the Precision Technology or the exploitation thereof. (e) [***]. (f) Each of the Existing In-License Agreements is valid, enforceable and binding on the parties thereto.

Existing Patents. (a) All Precision Patents Covering Patent rights contained in the Licensed Product or the Licensed ARCUS Nuclease that exist ProQR Technology existing as of the Effective Date, other than the Cellectis Patents, Date that are issued or subject to a pending application for issuance are listed on Exhibit 10.2.2 10.2.4 (the “Existing Patents”). (b) The Existing Patents and the Cellectis Patents represent all Patents Controlled by Precision that Cover the Licensed Product, the Licensed ARCUS Nuclease, or the Exploitation of any of the foregoing in the Licensed Field. (c) All Existing Patents arePatents: (i) to the extent issued (unless otherwise indicated on Exhibit 10.2.2), and subsisting andare, to PrecisionProQR’s Knowledgeknowledge, not invalid or unenforceable, in whole or in part, or to Precision’s Knowledge, and confer a valid right to claim priority thereto; (ii) are solely and exclusively owned by, or exclusively licensed to PrecisionProQR, free of any encumbrance, lien or claim of ownership by any Third Party; (iii) in respect of Existing Patents owned by Precisionare, to the extent subject to a pending application for issuance, being diligently prosecuted in good faith in the respective patent offices in which such applications have been filed in accordance with Applicable Law and, to PrecisionProQR’s Knowledgeknowledge, all material references, documents and information have been presented to the relevant patent office in respect of such Existing Patents to the extent required by such patent office; and (iv) in respect of Existing Patents owned by Precision, were filed and are being maintained in accordance with applicable Patent office rules, and all applicable fees applicable thereto have been paid on or before any final due date for payment; and . (vc) in respect Neither ProQR nor any of Existing Patents owned its Affiliates have taken any action that would render unpatentable (including by Precision, all Representatives means of Precision who have performed the “on-sale bar” doctrine or prior publication) any activities on its behalf in connection with the inventions invention claimed in the Existing Patents have assigned to Precision the whole of their rights in any intellectual property rights thereto conceived or reduced to practice by them, and no such Representative has any rights to any such Existing Patents. (d) [***]The Existing Patents represent all ProQR Patents that relate to the ProQR Platform or the exploitation thereof contemplated under this Agreement. (e) To ProQR’s knowledge, other than the rights granted under this Agreement, no rights or licenses are required under any Third Party Patent rights not Controlled by ProQR to practice the ProQR Technology as contemplated in the Workplan as of the Effective Date, or to Exploit the Products as contemplated herein solely by reason of the incorporation of ProQR Technology in such Products.

Existing Patents. (a) All Patent rights contained in the Precision Patents Covering the Licensed Product or the Licensed ARCUS Nuclease that exist Technology existing as of the Execution Date or the Effective Date, other than the Cellectis Patents, that are issued or subject to a pending application for issuance are listed on Exhibit 10.2.2 12.2.4 (the “Existing Patents”) (recognizing that Precision may add but not delete from Exhibit 12.2.4 between the Execution Date and the Effective Date to include additional Patent rights). (b) The Existing Patents and the Cellectis Patents represent all Patents Controlled by Precision that Cover the Licensed Product, the Licensed ARCUS Nuclease, or the Exploitation of any of the foregoing in the Licensed Field. (c) All Existing Patents are: (i) to the extent issued (unless otherwise indicated on Exhibit 10.2.212.2.4), subsisting and, to Precision’s Knowledge, not invalid or unenforceable, in whole or in part, or to Precision’s Knowledge, confer a valid right to claim priority thereto; (ii) solely and exclusively owned or exclusively licensed to Precision, free of any encumbrance, lien or claim of ownership by any Third Party; (iii) in respect of Existing Patents owned by Precision, to the extent subject to a pending application for issuance, being WEIL:\97737446\1\59474.0121 EXECUTION VERSION prosecuted in good faith in the respective patent offices in which such applications have been filed in accordance with Applicable Law and, to Precision’s Knowledge, all material references, documents and information have been presented to the relevant patent office in respect of such Existing Patents to the extent required by such patent office; and (iv) in respect of Existing Patents owned by Precision, filed and maintained in accordance with applicable Patent office rules, and all applicable fees applicable thereto have been paid on or before any final due date for payment; and (v) in respect of Existing Patents owned by Precision, all Representatives of Precision who have performed any activities on its behalf in connection with the inventions claimed in the Existing Patents have assigned to Precision the whole of their rights in any intellectual property rights thereto conceived or reduced to practice by them, and no such Representative has any rights to any such Existing Patents. (dc) [***]. (d) The Existing Patents and the Cellectis Patents represent all Precision Patents that relate to the Precision Technology or the exploitation thereof. (e) [***]. (f) Each of the Existing In-License Agreements is valid, enforceable and binding on the parties thereto.

Existing Patents. (a) All Precision Patent rights contained in the Merus Patents Covering the Licensed Product or the Licensed ARCUS Nuclease that exist existing as of the Effective Date, other than the Cellectis Patents, Date that are issued or subject to a pending application for issuance are listed on Exhibit 10.2.2 (the “Existing Patents”). (b) The Existing Patents are listed on Exhibit 10.2.4 and the Cellectis Patents represent all Patents Controlled by Precision that Cover the Licensed Product, the Licensed ARCUS Nuclease, or the Exploitation of any of the foregoing in the Licensed Field. (c) All such Existing Patents are: (i) to the extent issued (unless otherwise indicated on Exhibit 10.2.210.2.4), subsisting and, and to PrecisionMerus’s Knowledgeknowledge, not invalid or unenforceable, in whole or in part, or to Precision’s Knowledge, confer a valid right to claim priority thereto; (ii) solely and exclusively owned or exclusively licensed to PrecisionMerus, free of any encumbrance, lien or claim of ownership by any Third PartyParty that would conflict with the rights granted to Lilly under this Agreement; (iii) in respect of Existing Patents owned by Precision, to the extent subject to a pending application for issuance, being diligently prosecuted in good faith in the respective patent offices in which such applications have been filed in accordance with Applicable Law and, for pending applications, to PrecisionMerus’s Knowledgeknowledge, Merus and its Affiliates have presented all information material references, documents and information have been presented to patentability to the relevant patent examiner at the relevant patent office of the U.S. Patent and Trademark Office in respect of such Existing Patents to the extent required by such patent officecompliance with 37 CFR § 1.56; and (iv) in respect of Existing Patents owned by Precision, filed and maintained in accordance with applicable Patent office rulesproperly and correctly, and all applicable fees applicable thereto have been paid on or before any final the due date for payment; and . (vb) in respect To Merus’s knowledge, neither Merus nor any of Existing Patents owned by Precision, all Representatives of Precision who its Affiliates have performed taken any activities on its behalf in connection with the inventions action that would render any invention claimed in the Existing Patents have assigned to Precision the whole of their rights in any intellectual property rights thereto conceived or reduced to practice by them, and no such Representative has any rights to any such Existing Patentsunpatentable. (dc) [***]The Existing Patents represent all Merus Patents that relate to the Merus Know-How or the exploitation thereof under this Agreement, as such activities are contemplated as of the Effective Date.

Existing Patents. (a) All Precision Patents Covering the Licensed any Existing Product or the Licensed ARCUS Nuclease that exist as of the Effective Date, other than the Cellectis Patents, that are issued or subject to a pending application for issuance are listed on Exhibit 10.2.2 11.2.2 (the “Existing Patents”). (b) The Existing Patents and the Cellectis Patents represent all Patents Controlled by Precision that Cover the Licensed an Existing Product, the Licensed ARCUS Nuclease, or the Exploitation of any of the foregoing in the Licensed Field. (c) All Existing Patents are: (i) to the extent issued (unless otherwise 45 indicated on Exhibit 10.2.211.2.2), subsisting and, to Precision’s Knowledge, not invalid or unenforceable, in whole or in part, or to Precision’s Knowledge, confer a valid right to claim priority thereto; (ii) solely and exclusively owned or exclusively licensed to Precision, free of any encumbrance, lien or claim of ownership by any Third Party; (iii) in respect of Existing Patents owned by Precision, to the extent subject to a pending application for issuance, being prosecuted in good faith in the respective patent offices in which such applications have been filed in accordance with Applicable Law and, to Precision’s Knowledge, all material references, documents and information have been presented to the relevant patent office in respect of such Existing Patents to the extent required by such patent office; and (iv) in respect of Existing Patents owned by Precision, filed and maintained in accordance with applicable Patent office rules, and all applicable fees applicable thereto have been paid on or before any final due date for payment; and (v) in respect of Existing Patents owned by Precision, all Representatives of Precision who have performed any activities on its behalf in connection with the inventions claimed in the Existing Patents have assigned to Precision the whole of their rights in any intellectual property rights thereto conceived or reduced to practice by them, and no such Representative has any rights to any such Existing Patents. (d) [***].

Existing Patents. (a) All Patent rights contained in the Precision Patents Covering the Licensed Product or the Licensed ARCUS Nuclease that exist Background Platform IP existing as of the Effective Execution Date, other than the Cellectis Patents, that are issued or subject to a pending application for issuance are listed on Exhibit 10.2.2 12.2.3 (the “Existing Patents”). (b) The Existing Patents and the Cellectis Patents represent all Patents Controlled by Precision that Cover the Licensed Product, the Licensed ARCUS Nuclease, or the Exploitation of any of the foregoing in the Licensed Field. (c) All Existing Patents are: (i) to the extent issued (unless otherwise indicated on Exhibit 10.2.212.2.3), subsisting and, to Precision’s Knowledge, not invalid or unenforceable, in whole or in part, or to Precision’s Knowledge, confer a valid right to claim priority thereto; (ii) solely and exclusively owned or exclusively licensed to Precision, free of any encumbrance, lien or claim of ownership by any Third Party; (iii) in respect of Existing Patents owned by Precision, to the extent subject to a pending application for issuance, being prosecuted in good faith in the respective patent offices in which such applications have been filed in accordance with Applicable Law and, to Precision’s Knowledge, all material references, documents and information have been presented to the relevant patent office in respect of such Existing Patents to the extent required by such patent office; and (iv) in respect of Existing Patents owned by Precision, filed and maintained in accordance with applicable Patent office rules, and all applicable fees applicable thereto have been paid on or before any final due date for payment; and . (vc) in respect of The Existing Patents owned by Precision, and the Cellectis Patents represent all Representatives of Precision who have performed any activities on its behalf in connection with Patents that relate to the inventions claimed in Precision Background Platform IP or the Existing Patents have assigned to Precision the whole of their rights in any intellectual property rights thereto conceived or reduced to practice by them, and no such Representative has any rights to any such Existing Patentsexploitation thereof. (d) [***]Each of the Existing In-License Agreements is valid, enforceable and binding on the parties thereto.