Common use of Patent Assignment Clause in Contracts

Patent Assignment. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Potentia Pharmaceuticals, Inc. (“Assignor”), hereby assigns to Apellis Pharmaceuticals, Inc., a Delaware corporation having a place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Buyer” and herein also referred to as “Assignee”), all of Assignor’s right, title and interest in and to the below-identified patents, patent registrations and patent applications (“Patent Rights”), including all rights to ▇▇▇ for past infringement, the same to be held and enjoyed by Buyer, its successors and assigns, in and throughout the United States of America, its territories and all foreign countries, including but not limited to Assignor’s right, title and interest in and to the invention(s) described in said Patent Rights and such letters patents as may issue from patent applications included within the Patent Rights, including but not limited to non-provisionals, continuations, divisionals, reissues, reexaminations, extensions, and substitutions of said application(s) or such patents, and all priority rights appertaining thereto; said Patent Rights to be held and enjoyed by said Assignee for its own use and behalf and for its successors, assigns and legal representatives, to the full end of the term for which said letters patents may be granted as fully and entirely as the same would have been held by Assignor had this assignment and sale not been made. Assignor hereby conveys all of Assignor’s rights arising under or pursuant to any and all United States laws and international agreements, treaties or laws relating to the protection of industrial property by the filing of any such application(s) within the Patent Rights, including but not limited to any cause(s) of action and damages accruing prior to this assignment. Assignor hereby acknowledges that this assignment, being of Assignor’s entire right, title and interest in and to said invention(s), carries with it the right in Assignee to apply for and obtain from competent authorities in all countries of the world any and all letters patent by attorneys and agents of Assignee’s selection and the right to procure the grant of all letters patent to Assignee in its own name as assignee of Assignee’s entire right, title and interest therein; AND, Assignor hereby further agrees for ourselves and our executors and administrators to execute upon request any other lawful documents and likewise to perform any other lawful acts which may be deemed necessary to secure fully the aforesaid invention(s) to said Assignee, its successors, assigns, and legal representatives, including the execution of non-provisional, substitution, continuation, divisional, reissue, reexamination, or corresponding foreign or international patent applications but at Assignee’s own expense and charge; AND, Assignor hereby further agrees to provide factual statements or testimony in any interference or other proceeding in which said invention(s) or any application or patent directed thereto may be involved; AND, Assignor hereby authorizes and requests the Director of the United States Patent and Trademark Office and such patent office officials in foreign countries as are duly authorized by their laws to issue patents to issue such letters patent as shall be granted upon applications included within the Patent Rights, or applications based thereon, to said Assignee, its successors, assigns, or legal representatives: [●]1 [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] 1 NTD: To be provided to Company Executed as of the day of [●]. By: Name: Title: Potentia Pharmaceuticals, Inc., a Delaware corporation having a place of business at [●] (the “Seller”), has used and is using the trademarks identified on Schedule A and is the owner of the trademark applications and registrations identified on Schedule A, including the goodwill of the business connected with the use of, and symbolized by, said marks. For good and valuable consideration, the receipt of which is hereby acknowledged, the Seller hereby assigns to Apellis Pharmaceuticals, Inc., a Delaware corporation having a place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Buyer”), the entire right, title and interest in and to the trademark applications and registrations listed on Schedule A and the trademarks which are the subjects thereof, including the goodwill of the business connected with the use of, and symbolized by, said marks. The Seller further agrees, for itself, its successors and assigns, to execute such further documents and to perform such further lawful acts as may reasonably be requested by the Buyer to effectuate this assignment. Witness my hand and seal this [●] day of [●], [●]. POTENTIA PHARMACEUTICALS, INC. By: Title: County of ) State of ) Then personally appeared the above named of the Seller and acknowledged the foregoing act to be his or her free act and deed, before me, this [●] day of [●], [●]. Notary Public My commission expires:

Patent Assignment. For good This PATENT ASSIGNMENT (the “Assignment”) is made and valuable consideration, entered into as of this [—] (the receipt and sufficiency of which are hereby acknowledged, Potentia Pharmaceuticals, Inc. (“AssignorClosing Date”), hereby assigns to Apellis Pharmaceuticals, by and between Karyopharm Therapeutics Inc., a Delaware corporation having a its principal place of business at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Newton, MA 02459 United States of America (hereinafter “Assignor”), and Biogen MA Inc., having its principal place of business at ▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Buyer” and herein also referred to as “Assignee”), all of Assignor’s right, title and interest in and to the below-identified patents, patent registrations and patent applications (“Patent Rights”), including all rights to ▇▇▇ for past infringement, the same to be held and enjoyed by Buyer, its successors and assigns, in and throughout the United States of America, its territories and all foreign countries, including but not limited to Assignor’s right, title and interest in and to the invention(s) described in said Patent Rights and such letters patents as may issue from patent applications included within the Patent Rights, including but not limited to non-provisionals, continuations, divisionals, reissues, reexaminations, extensions, and substitutions of said application(s) or such patents, and all priority rights appertaining thereto; said Patent Rights to be held and enjoyed by said Assignee for its own use and behalf and for its successors, assigns and legal representatives, to the full end of the term for which said letters patents may be granted as fully and entirely as the same would have been held by Assignor had this assignment and sale not been made. Assignor hereby conveys all of Assignor’s rights arising under or pursuant to any and all United States laws and international agreements, treaties or laws relating to the protection of industrial property by the filing of any such application(s) within the Patent Rights, including but not limited to any cause(s) of action and damages accruing prior to this assignment. Assignor hereby acknowledges that this assignment, being of Assignor’s entire right, title and interest in and to said invention(s), carries with it the right in Assignee to apply for and obtain from competent authorities in all countries of the world any and all letters patent by attorneys and agents of Assignee’s selection and the right to procure the grant of all letters patent to Assignee in its own name as assignee of Assignee’s entire right, title and interest therein; AND, Assignor hereby further agrees for ourselves and our executors and administrators to execute upon request any other lawful documents and likewise to perform any other lawful acts which may be deemed necessary to secure fully the aforesaid invention(s) to said Assignee, its successors, assigns, and legal representatives, including the execution of non-provisional, substitution, continuation, divisional, reissue, reexamination, or corresponding foreign or international patent applications but at Assignee’s own expense and charge; AND, Assignor hereby further agrees to provide factual statements or testimony in any interference or other proceeding in which said invention(s) or any application or patent directed thereto may be involved; AND, Assignor hereby authorizes and requests the Director of the United States Patent and Trademark Office and such patent office officials in foreign countries as are duly authorized by their laws to issue patents to issue such letters patent as shall be granted upon applications included within the Patent Rights, or applications based thereon, to said Assignee, its successors, assigns, or legal representatives: [●]1 [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] 1 NTD: To be provided to Company Executed as of the day of [●]. By: Name: Title: Potentia Pharmaceuticals, Inc., a Delaware corporation having a place of business at [●] (the “Seller”), has used and is using the trademarks identified on Schedule A and is the owner of the trademark applications and registrations identified on Schedule A, including the goodwill of the business connected with the use of, and symbolized by, said marks. For good and valuable consideration, the receipt of which is hereby acknowledged, the Seller hereby assigns to Apellis Pharmaceuticals, Inc., a Delaware corporation having a place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ of America (the hereafter “BuyerAssignee”). For good and valuable consideration, the entire rightreceipt, title adequacy and interest in legal sufficiency of which is hereby acknowledged, Assignor does hereby sell, assign and to the trademark applications and registrations listed on Schedule A and the trademarks which are the subjects thereof, including the goodwill of the business connected with the use of, and symbolized by, transfer unto said marks. The Seller further agrees, for itselfAssignee, its successors and assigns, the entire interest for the United States of America, and its possessions and territories, and all foreign countries jurisdictions, in, to, and for (1) certain inventions or improvements described in the patent application and patents identified in Schedule A to this Patent Assignment, which Schedule A is attached hereto and incorporated herein by reference (collectively, the “Patents and Patent Applications”), (2) the Patents and Patent Applications, (3) all patents of the United States and its possessions and territories and of all foreign countries and jurisdictions which may or shall be granted on said invention(s), on said improvement(s), or on said Patent Application(s), (4) all provisional, divisional, continuation, reissue, PCT, national phase, or other applications based on said Patents and Patent Applications, and (5) all rights of priority, including the right to claim priority under the Paris Convention for the Protection of Industrial Property, the Patent Cooperation Treaty, the European Patent Convention, and any other treaty relating thereto, in each case that may arise from the Patents and Patent Applications, together with all rights to ▇▇▇ for past, present, or future infringement thereof, including the right to collect damages for any past infringement thereto. Assignor agrees with said Assignee, but at Assignee’s expense, hereafter to execute such further documents all applications, amended specifications, deeds or other instruments, and to perform do all acts necessary or proper to secure the grant of patents in the United States and its possessions and territories and in all other foreign countries and jurisdictions to said Assignee, and to vest and confirm in said Assignee, its successors and assigns, the legal title to all such further lawful acts as may reasonably be requested by patents. Assignor hereby authorizes and requests the Buyer to effectuate this assignment. Witness my hand Commissioner of Patents and seal this [●] day of [●], [●]. POTENTIA PHARMACEUTICALS, INC. By: Title: County of ) State of ) Then personally appeared the above named Trademarks of the Seller United States and acknowledged equivalent authorities in all patent offices worldwide to issue all patents that shall be granted on the foregoing act Patent Applications or to transfer all Patents to said Assignee, its successors and assigns. This Assignment may be his executed in any number of counterparts, including by facsimile copies or her free act and deedby electronic copies delivered by email, before meeach of which will be deemed an original, this [●] day of [●], [●]with the same effect as if the signatures were upon the same instrument. Notary Public My commission expires:Karyopharm Therapeutics Inc. By Title Date Witness Signature Print Witness Name Address Witness Signature Print Witness Name Address Biogen MA Inc. By Title Date Witness Signature Print Witness Name Address Witness Signature Print Witness Name Address CERTIFICATION OF NON-FOREIGN STATUS