Common use of Covenants of Cellscript Clause in Contracts

Covenants of Cellscript. Cellscript covenants to Company that, during the Term: 9.1.1 Cellscript will take all reasonable actions necessary to maintain Cellscript’s rights under the Cellscript Sublicense Agreement and to the extent within its power, will ensure that the rights granted to Company herein are maintained. 9.1.2 In the event of termination of the Cellscript Sublicense Agreement, this Agreement will be assigned to mRNA RiboTherapeutics without any further action by the Parties, and the sublicenses granted hereunder, to the extent they are not in breach or default, will remain in full force and effect with respect to the sublicensed Exhibit A-1 Patent Rights, Exhibit A-2 Patent Rights and Exhibit D Patents. 9.1.3 Cellscript will use diligent efforts not to breach the Cellscript Sublicense Agreement, and to the extent within its legal power, will ensure that its sublicensed affiliates do not breach or cause a breach of any sublicense under the Cellscript Sublicense Agreement that would result in mRNA RiboTherapeutics having the right to terminate the Cellscript Sublicense Agreement or Penn having the right to terminate the Penn License Agreement, and, in the event of any such breach, Cellscript will use diligent efforts to expeditiously cure (or cause to be cured) any such breach. 9.1.4 Upon Cellscript learning of any breach of a sublicense agreement by any sublicensee of Cellscript or any of its further sublicensees that would result in mRNA RiboTherapeutics having the right to terminate the Cellscript Sublicense Agreement or Penn having the right to terminate the Penn License Agreement, Cellscript will expeditiously take appropriate actions to stop such act or omission, up to and including termination of the applicable sublicense, as stated in Section 1.5.4

Covenants of Cellscript. Cellscript covenants to Company that, during the Term: 9.1.1 Cellscript will take all reasonable actions necessary to maintain Cellscript’s rights under rightsunder the Cellscript Sublicense Agreement and and, to the extent within its power, will ensure that the rights granted to Company herein are maintained. 9.1.2 . In the event of termination of the Cellscript Sublicense Agreement, this Agreement will be assigned to mRNA RiboTherapeutics without any further action by the Parties, and the sublicenses granted hereunder, to the extent they are not in breach or default, will remain in full force and effect with respect to the sublicensed Exhibit A-1 Patent Rights, Exhibit A-2 Patent Rights and Exhibit D PatentsRights. 9.1.3 9.1.2 Cellscript will use diligent efforts not to breach the Cellscript Sublicense Agreement, and to the extent within its legal power, will ensure Agreement in any manner that its sublicensed affiliates do not breach or cause a breach of any sublicense under the Cellscript Sublicense Agreement that would could result in mRNA RiboTherapeutics having the right to terminate the Cellscript Sublicense Agreement or Penn having the right to terminate the Penn License Agreement, and, in the event of any such breach, Cellscript will use diligent efforts to expeditiously cure (or cause to be cured) any such breachCellscript’s breach of the Cellscript Sublicense Agreement. 9.1.4 9.1.3 Upon Cellscript learning of any breach of a sublicense agreement by any sublicensee of Cellscript or any of its further sublicensees in any manner that would could result in mRNA RiboTherapeutics having the right to terminate the Cellscript Sublicense Agreement or Penn having the right to terminate the Penn License Agreement, Cellscript will expeditiously take appropriate actions to stop such act or omission, up to and including termination of the applicable sublicense, as stated in Section 1.5.41.5.4 of the Cellscript Sublicense Agreement. 9.1.4 Cellscript will make all payments due under the Cellscript Sublicense Agreement, and will make all required disclosures to mRNA RiboTherapeutics in connection therewith, in each case in a timely manner in accordance with the terms thereof. 9.1.5 Promptly following Cellscript’s receipt of any material written notice or correspondence pertaining to the Sublicense that could reasonably be expected to adversely affect Company’s rights under this Agreement, Cellscript will, to the extent permissible, furnish a copy of such notice or correspondence to Company, provided that Cellscript may redact portions of any such written notice or correspondence that does not relate to or impact Company’s rights hereunder. 9.1.6 Cellscript acknowledges and agrees that, to the extent that Company reasonably and in good faith requests that the Parties engage with mRNA RiboTherapeutics to seek a reasonable amendment or modification to a provision of the Cellscript Sublicense Agreement that is applicable to Company, the Parties will engage with mRNA RiboTherapeutics to discuss such amendment or modification. 9.1.7 To the extent permissible, Cellscript will promptly notify Company if Cellscript receives a notice from mRNA RiboTherapeutics of intent to terminate the Penn License Agreement 9.1.8 Cellscript agrees that it will not xxx, bring an action against, or otherwise assert any claim against Company or its Affiliates or Third Party sublicensees, or their successors in ownership (to which this Agreement or a sublicense under this Agreement is assigned according to terms and conditions for assignment pursuant to Section 15.5 or Section 1.5.5 herein) for infringement of or misappropriation of Patent Rights or Exhibit D Patents that are used by Company or its Affiliates or Third Party sublicensees or their successors in ownership solely in and for the Sublicensed Fields of Use under this Agreement, as Fields of Use are defined in Section 1.2, or the fields of use sublicensed to Company under the mRNA RiboTherapeutics Sublicense Agreement. [***] This covenant shall terminate with the termination of this Agreement unless the termination is: (a) made under Section 6.3, and (b) within [***] days following receipt of notice by Cellscript of termination under Section 6.3, is either: (i) resolved by Company and Cellscript in writing, or (ii) Company initiates a state or federal lawsuit contesting said termination (“Contested Termination”). In the event of a Contested Termination, this covenant shall continue to run during the [***] days, and if a lawsuit is initiated, until said state or federal court enters a final decision from which no appeal has been or can be taken. 9.1.9 Cellscript will not amend the Cellscript Sublicense Agreement in any manner that would negatively affect the rights and/or obligations of the Company under this Agreement. 9.1.10 Cellscript will not exercise any right to terminate the Cellscript Sublicense Agreement.