Common use of Covenants in Support of Assignment Clause in Contracts

Covenants in Support of Assignment. Voyager will provide all further cooperation which Genzyme reasonably determines is necessary to accomplish the complete transfer of the SMA Product-Specific Patent Rights, with respect to an SMA Licensed Product, or the HD Product-Specific Patent Rights with respect to an HD Licensed Product, and all associated rights, to Genzyme on or after the Option Exercise Date for the SMA Option or the Co-Co Option, as applicable, 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 Genzyme in support of any effort by Genzyme to establish, perfect, defend or enforce its rights in such SMA Product-Specific Patent Rights or HD Product-Specific Patent Rights, as applicable, through filing and prosecution of such SMA Product-Specific Patent Rights or HD Product-Specific Patent Rights, interferences, oppositions, other regulatory proceedings, litigation or other means. Voyager will obtain the cooperation of the individual inventors of any inventions disclosed in such SMA Product-Specific Patent Rights or HD Product-Specific Patent Rights assigned to Genzyme pursuant to this Section 15.3 (Product-Specific Patent Rights), including (a) obtaining signatures of such inventors on any patent applications or other documentation reasonably necessary to obtain patent protection for such inventions and (b) procuring (at Genzyme’s expense) such inventors’ good faith testimony by affidavit, declaration, deposition in-person or other proper means in support of Genzyme’s efforts in establishing, perfecting, defending or enforcing Patent Rights to such inventions. To the extent Voyager cannot transfer and assign the SMA Product-Specific Patent Rights or HD Product-Specific Patent Rights, or any portion thereof, on the applicable Option Exercise Date, then Voyager will transfer and assign such SMA Product-Specific Patent Rights or HD Product-Specific Patent Rights to Genzyme at its first opportunity to do so and, pending such transfer and assignment, such SMA Product-Specific Patent Rights or HD Product-Specific Patent Rights will be deemed to be Voyager Patent Rights for all purposes under this Agreement. To the extent further transfer or assignment of such SMA Product-Specific Patent Rights or HD Product-Specific Patent Rights is required or permitted, and Voyager has not executed and returned to Genzyme the form of assignment reasonably requested by Genzyme within ten (10) business days of the delivery of such assignment to Voyager, then Voyager hereby irrevocably appoints Genzyme as its attorney-in-fact with the right, authority and ability to execute and enter into such assignment on behalf of Voyager. Voyager stipulates and agrees that such appointment is a right coupled with an interest and will survive the unavailability of Voyager at any future time.

Covenants in Support of Assignment. Voyager Isis will provide all further cooperation which Genzyme reasonably determines is necessary to accomplish the complete transfer of the SMA Product-Specific Patent RightsPatents and all associated rights to Genzyme, with respect and to an SMA Licensed Product, or ensure Genzyme the HD full and quiet enjoyment of the Product-Specific Patent Rights with respect to an HD Licensed Product, and all associated rights, to Genzyme on or after the Option Exercise Date for the SMA Option or the Co-Co Option, as applicable, Patents 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 Genzyme in support of any effort by Genzyme to establish, perfect, defend or enforce its rights in such SMA the Product-Specific Patent Rights or HD Product-Specific Patent Rights, as applicable, Patents through filing and prosecution of such SMA Product-Specific Patent Rights or HD Product-Specific Patent RightsPatents, interferences, oppositions, other regulatory proceedings, litigation litigation, or other means. Voyager Isis will obtain the cooperation of the individual inventors of any inventions disclosed in such SMA Product-the Assigned Product Specific Patent Rights or HD Product-Specific Patent Rights assigned to Genzyme pursuant to this Section 15.3 (Product-Specific Patent Rights)Patents, including (a) obtaining signatures of such inventors on any patent applications or other documentation reasonably necessary to obtain patent protection for such inventions and (b) procuring (at Genzyme’s expense) such inventors’ good faith testimony by affidavit, declaration, deposition in-person or other proper means in support of Genzyme’s efforts in establishing, [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. perfecting, defending or enforcing Patent Rights patent rights to such inventions. To the extent Voyager Isis cannot transfer and assign the SMA Product-Specific Patent Rights or HD Product-Specific Patent RightsPatents, or any portion thereof, on as of the applicable Option Exercise Execution Date, then Voyager Isis will transfer and assign such SMA Product-Specific Patent Rights or HD Product-Specific Patent Rights Patents to Genzyme at its first opportunity to do so and, and pending such transfer and assignment, assignment such SMA Product-Specific Patent Rights or HD Product-Specific Patent Rights Patents will be deemed to be Voyager Patent Rights Licensed Patents for all the purposes under this Agreementof Section 2.1 (Product License). To the extent further transfer or assignment of such SMA the Product-Specific Patent Rights or HD Product-Specific Patent Rights Patents is required or permitted, permitted and Voyager Isis has not executed and returned to Genzyme the form of assignment reasonably requested by Genzyme within ten (10) business days of the delivery of such assignment to VoyagerIsis at the address for notices set forth in Section 14.5 (Notices), then Voyager Isis hereby irrevocably appoints Genzyme as its attorney-in-fact with the right, authority and ability to execute and enter into such assignment on behalf of VoyagerIsis. Voyager Isis stipulates and agrees that such appointment is a right coupled with an interest and will survive the unavailability of Voyager Isis at any future time.