Common use of Covenants in Support of Assignment Clause in Contracts

Covenants in Support of Assignment. C4 will take (and cause its Affiliates and Sublicensees, and their respective employees, agents, and contractors to take) such further actions reasonably requested by Biogen to evidence such assignment and to assist Biogen in obtaining Patent Rights and other Intellectual Property protection for Inventions within the Target-Specific Know-How and Product-Specific Know-How including executing further assignments, consents, releases, and other commercially reasonable documentation and providing good faith testimony by affidavit, declaration, in-person, or other proper means in support of any effort by Biogen to establish, perfect, defend, or enforce its rights in any Target-Specific Technology and Product-Specific Technology through prosecution of governmental filings, regulatory proceedings, litigation, and other means, including through the filing, prosecution, maintenance, and enforcement of the Target-Specific Technology and Product-Specific Technology. C4 will obligate its Affiliates, Sublicensees, and Subcontractors to assign all Target-Specific Technology and Product-Specific Technology to C4 (or directly to Biogen) so that C4 can comply with its obligations under this Section 10.2.2(a) (Assignment), and C4 will promptly obtain such assignment. Without limitation, C4 will cooperate with Biogen if Biogen applies for U.S. or foreign patent protection for Inventions within the Target-Specific Technology and Product-Specific Technology and will obtain the cooperation of the individual inventors of any such Target-Specific Technology and Product-Specific Technology. If C4 is unable to assign any Target-Specific Technology and Product-Specific Technology, then C4 hereby grants and agrees to grant to Biogen a royalty-free, fully paid-up, worldwide, exclusive (even as to C4, subject to the terms and conditions of this Agreement, including the licenses granted to C4 pursuant to Section 2.2 (Licenses to C4)), perpetual, irrevocable license (with the right to grant sublicenses through multiple tiers) under such Target-Specific Technology and Product-Specific Technology for any and all purposes.

Covenants in Support of Assignment. C4 Biogen will take (and cause its Affiliates and Sublicensees, and their respective employees, agents, and contractors to take) such further actions reasonably requested by Biogen C4 to evidence such assignment and to assist Biogen C4 in obtaining Patent Rights and other Intellectual Property protection for Inventions within the Target-Specific Know-How and Product-Specific Assigned Platform Know-How including executing further assignments, consents, releases, and other commercially reasonable documentation and providing good faith testimony by affidavit, declaration, in-person, or other proper means in support of any effort by Biogen C4 to establish, perfect, defend, or enforce its rights in any Target-Specific Technology and Product-Specific Assigned Platform Technology through prosecution of governmental filings, regulatory proceedings, litigation, and other means, including through the filing, prosecution, maintenance, and enforcement of the Target-Specific Technology and Product-Specific Assigned Platform Technology. C4 Biogen will obligate its Affiliates, Sublicensees, and Subcontractors to assign all Target-Specific Technology and Product-Specific Assigned Platform Technology to C4 Biogen (or directly to BiogenC4) so that C4 Biogen can comply with its obligations under this Section 10.2.2(a) 10.2.1 (AssignmentAssignment by Biogen), and C4 Biogen will promptly obtain such assignment. Without limitation, C4 Biogen will cooperate with Biogen C4 if Biogen C4 applies for U.S. or foreign patent protection for Inventions within the Target-Specific Technology and Product-Specific Assigned Platform Technology and will obtain the cooperation of the individual inventors of any such Target-Specific Technology and Product-Specific Assigned Platform Technology. If C4 Biogen is unable to assign any Target-Specific Assigned Platform Technology and Product-Specific Technologyas set forth in Section 10.2.1(a) (Assignment), then C4 Biogen hereby grants and agrees to grant to Biogen C4 a royalty-free, fully paid-up, worldwide, exclusive (even as to C4, subject to the terms and conditions of this Agreement, including the licenses granted to C4 pursuant to Section 2.2 (Licenses to C4))exclusive, perpetual, irrevocable license (with the right to grant sublicenses through multiple tiers) under such Target-Specific Technology and Product-Specific Assigned Platform Technology for any and all purposes.

Covenants in Support of Assignment. C4 Biogen will take (and cause its Affiliates and Sublicensees, and their respective employees, agents, and contractors to take) such further actions reasonably requested by Biogen Sangamo to evidence such assignment and to assist Biogen Sangamo in obtaining Patent Rights and other Intellectual Property protection for Inventions within the Target-Specific Know-How and Product-Specific Know-How [*] Technology, including executing further assignments, consents, releases, and other commercially reasonable documentation and providing good faith testimony by affidavit, declaration, in-person, or other proper means in support of any effort by Biogen Sangamo to establish, perfect, defend, or enforce its rights in any Target-Specific Technology and Product-Specific [*] Technology through prosecution of governmental filings, regulatory proceedings, litigation, and other means, including through the filing, prosecution, maintenance, maintenance and enforcement of the Target-Specific Technology and Product-Specific Patent Rights included in the [*] Technology. C4 Biogen will obligate its Affiliates, Sublicensees, and Subcontractors to assign all Target-Specific Technology and Product-Specific [*] Technology to C4 Biogen (or directly to BiogenSangamo) so that C4 Biogen can comply with its obligations under this Section 10.2.2(a10.1(b) (AssignmentAssignment by Biogen), and C4 Biogen will promptly obtain such assignment. Without limitation, C4 Biogen will cooperate with Biogen Sangamo if Biogen Sangamo applies for U.S. or foreign patent protection for Inventions within the Target-Specific Technology and Product-Specific [*] Technology and will obtain the cooperation of the individual inventors of any such Target-Specific Technology and Product-Specific [*] Technology. If C4 Biogen is unable to assign any Target-Specific [*] Technology and Product-Specific Technologyas set forth in Section 10.1(b)(i) (Assignment), then C4 Biogen hereby grants and agrees to grant to Biogen Sangamo a royalty-free, fully paid-up, worldwide, exclusive (even as to C4, subject to the terms and conditions of this Agreement, including the licenses granted to C4 pursuant to Section 2.2 (Licenses to C4))exclusive, perpetual, irrevocable license (with the right to grant sublicenses through multiple tiers) under such Target-Specific Technology and Product-Specific [*] Technology for any and all purposes.