Common use of Existing Patents Clause in Contracts

Existing Patents. (a) All Precision Patents Covering 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 11.2.2 (the “Existing Patents”). (b) The Existing Patents and the Cellectis Patents represent all Patents Controlled by Precision that Cover 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 11.2.2), 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.

Existing Patents. (a) All Patent rights contained in the Precision Patents Covering any Existing 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 11.2.2 12.2.3 (the “Existing Patents”). (b) The Existing Patents and the Cellectis Patents represent all Patents Controlled by Precision that Cover 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 11.2.212.2.3), 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. (c) The Existing Patents and the Cellectis Patents represent all Precision Patents that relate to the Precision Background Platform IP or the exploitation thereof. (d) 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 any Existing 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 11.2.2 (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 an Existing 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 45 indicated on Exhibit 11.2.210.2.4), 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. (b) To Merus’s knowledge, neither Merus 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 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.