Common use of Existing Patents Clause in Contracts

Existing Patents. (a) All Patent rights contained in the Avidity Technology existing as of the Effective Date that are issued or subject to a pending application for issuance (the “Existing Patents”) are listed on Exhibit 1.14 and all such Existing Patents are: (i) to the extent issued (unless otherwise indicated on Exhibit 1.14), subsisting and not invalid or unenforceable, in whole or in part; (ii) solely and exclusively owned or exclusively licensed to Avidity, free of any encumbrance, lien or claim of ownership by any Third Party; (iii) to the extent subject to a pending application for issuance, being diligently prosecuted in the respective patent offices in which such applications have been filed in accordance with Applicable Law and, to Avidity’s knowledge, Avidity and its Affiliates have presented all relevant references, documents and information to the relevant patent examiner at the relevant patent office; and (iv) to Avidity’s knowledge, filed and maintained properly and correctly, and all applicable fees applicable thereto have been paid on or before the due date for payment. (b) To Avidity’s knowledge, neither Avidity nor any of its Affiliates have taken any action that would render any invention claimed in the Existing Patents unpatentable. (c) The Existing Patents represent all Avidity Patents that relate to the Avidity Technology or the exploitation thereof as of the 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 Precision Patents Covering the Avidity Technology existing Licensed Product or the Licensed ARCUS Nuclease that exist as of the Effective Date 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) are listed on Exhibit 1.14 The Existing Patents and the Cellectis Patents represent all such 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 1.1410.2.2), subsisting and 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 AvidityPrecision, 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 AvidityPrecision’s knowledgeKnowledge, Avidity and its Affiliates have presented all relevant material references, documents and information have been presented to the relevant patent examiner at office in respect of such Existing Patents to the relevant extent required by such patent office; and (iv) to Avidity’s knowledgein respect of Existing Patents owned by Precision, filed and maintained properly and correctlyin accordance with applicable Patent office rules, and all applicable fees applicable thereto have been paid on or before the any final due date for payment. ; and (bv) To Avidity’s knowledgein respect of Existing Patents owned by Precision, neither Avidity nor all Representatives of Precision who have performed any of activities on its Affiliates have taken any action that would render any invention behalf in connection with the inventions claimed in the Existing Patents unpatentable. (c) The 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 represent all Avidity Patents that relate to the Avidity Technology or the exploitation thereof as of the Effective DatePatents. (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 Avidity ProQR Technology existing as of the Effective Date that are issued or subject to a pending application for issuance are listed on Exhibit 10.2.4 (the “Existing Patents”). (b) are listed on Exhibit 1.14 and all such All Existing Patents arePatents: (i) to the extent issued (unless otherwise indicated on Exhibit 1.14)and subsisting are, subsisting and to ProQR’s knowledge, not invalid or unenforceable, in whole or in part, and confer a valid right to claim priority thereto; (ii) are solely and exclusively owned by, or exclusively licensed to AvidityProQR, free of any encumbrance, lien or claim of ownership by any Third Party; (iii) are, 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 AvidityProQR’s knowledge, Avidity and its Affiliates have presented all relevant material references, documents and information have been presented to the relevant patent examiner at office in respect of such Existing Patents to the relevant extent required by such patent office; and (iv) to Avidity’s knowledge, were filed and are being maintained properly and correctlyin accordance with applicable Patent office rules, and all applicable fees applicable thereto have been paid on or before the any final due date for payment. (bc) To Avidity’s knowledge, neither Avidity Neither ProQR nor any of its Affiliates have taken any action that would render unpatentable (including by means of the “on-sale bar” doctrine or prior publication) any invention claimed in the Existing Patents unpatentablePatents. (cd) The Existing Patents represent all Avidity ProQR Patents that relate to the Avidity Technology ProQR Platform or the exploitation thereof as of the Effective Datecontemplated under this Agreement. (de) To AvidityProQR’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 Avidity ProQR Technology as contemplated in the Research Plan Workplan as of the Effective Date, or to Research, develop, manufacture (including to formulate), Commercialize or otherwise exploit Exploit the Products as contemplated herein solely by reason of the incorporation of Avidity ProQR Technology in such Products.

Existing Patents. (a) 8.3.1 All Patent rights contained in the Avidity Technology Licensed Patents existing as of the Effective Execution Date that are issued or subject to a pending application for issuance (the “Existing Patents”) are listed on Exhibit 1.14 Schedule 8.3 and all such Existing Patents arePatents: (i) are to the extent issued (unless otherwise indicated on Exhibit 1.14Schedule 8.3), subsisting and and, to Immatics’ Knowledge, not invalid or unenforceable, in whole or in part; (ii) are solely and exclusively owned owned, or exclusively licensed to Aviditylicensed, by Immatics, free of any encumbrance, lien or claim of ownership by any Third Party; (iii) are, to the extent subject to a pending application for issuanceissuance and as indicated in Schedule 8.3, being diligently prosecuted in the respective patent offices in which such applications have been filed in accordance with Applicable Law and, to Avidity’s knowledge, Avidity Laws and Immatics and its Affiliates have presented all relevant references, documents and information to the relevant patent examiner at the relevant patent office; and (iv) to Avidity’s knowledge, have been filed and maintained properly and correctly, and all no applicable fees applicable thereto when due and payable, as may be or have been paid on or before the due date for paymentextended, have gone unpaid. (b) 8.3.2 To Avidity’s knowledgethe Knowledge of Immatics, neither Avidity Immatics nor any of its Affiliates have taken any action that would render any invention claimed in the Existing Patents unpatentable. (c) 8.3.3 The Existing Patents represent all Avidity Patents in the Licensed Intellectual Property that relate to the Avidity Technology Collaboration Parental Targets, Collaboration Research Targets, Collaboration TCERs, TCERs Directed Against the foregoing or the exploitation Exploitation thereof as of the Effective Execution 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 Avidity Precision Technology existing as of the Execution Date or the Effective Date Date, other than the Cellectis Patents, that are issued or subject to a pending application for issuance are listed on Exhibit 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) are listed on Exhibit 1.14 and all such All Existing Patents are: (i) to the extent issued (unless otherwise indicated on Exhibit 1.1412.2.4 of the Original Agreement), subsisting and 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 AvidityPrecision, 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 AvidityPrecision’s knowledgeKnowledge, Avidity and its Affiliates have presented all relevant material references, documents and information have been presented to the relevant patent examiner at office in respect of such Existing Patents to the relevant extent required by such patent office; and (iv) to Avidity’s knowledgein respect of Existing Patents owned by Precision, filed and maintained properly and correctlyin accordance with applicable Patent office rules, and all applicable fees applicable thereto have been paid on or before the any final due date for payment. (bc) To Avidity’s knowledge[***]. (d) As of the Execution Date and the Effective Date only, neither Avidity nor any of its Affiliates have taken any action that would render any invention claimed in the Existing Patents unpatentable. (c) The Existing and the Cellectis Patents represent all Avidity Precision Patents that relate to the Avidity Precision Technology or the exploitation thereof as of the Effective Datethereof. (de) 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 [***]. (f) Each of the Effective DateExisting In-License Agreements is valid, or to Research, develop, manufacture (including to formulate), Commercialize or otherwise exploit enforceable and binding on the Products as contemplated herein by reason of the incorporation of Avidity Technology in such Productsparties thereto.