Common use of Covenants of mRNA RiboTherapeutics Clause in Contracts

Covenants of mRNA RiboTherapeutics. mRNA RiboTherapeutics covenants to Company as follows: 9.2.1 mRNA RiboTherapeutics will not terminate the Cellscript Sublicense Agreement without good and reasonable cause. 9.2.2 In the event of termination of the Cellscript Sublicense Agreement, provided that Company did not cause said termination of the Cellscript Sublicense Agreement and is not in breach or default under this Agreement, this Agreement will be assigned to mRNA RiboTherapeutics without any further action by Cellscript, mRNA RiboTherapeutics will accept such assignment of this Agreement and this Agreement, including all of Company’s outstanding Third Party sublicenses thereunder, will remain in full force and effect with respect to the sublicensed Exhibit A-1 Patent Rights, Exhibit A-2 Patent Rights, with mRNA RiboTherapeutics as the sublicensor instead of Cellscript, but the duties and obligations of mRNA RiboTherapeutics under the assigned Agreement will not be greater than the duties of Cellscript under this Agreement and the rights (including all financial consideration and other rights) of mRNA RiboTherapeutics under the assigned Agreement will not be less than those of Cellscript under this Agreement, and mRNA RiboTherapeutics may, at its sole discretion, amend this Agreement to contain terms and conditions found in the Cellscript Sublicense Agreement. 9.2.3 Upon mRNA RiboTherapeutics learning of any breach of a sublicense agreement by any sublicensee or any further sublicensees thereof in any manner 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, mRNA RiboTherapeutics will expeditiously take appropriate actions to stop such act or omission, up to and including termination of the applicable sublicense. 9.2.4 mRNA RiboTherapeutics will make all payments due under the Penn License Agreement and will make all required disclosures to Penn in connection therewith, in each case in a timely manner in accordance with the terms thereof. 9.2.5 Promptly following mRNA RiboTherapeutics’ or any of its affiliates’ receipt of any material written notice or correspondence pertaining to the Company’ sublicense agreement from Cellscript that would reasonably be expected to adversely affect Company’s rights thereunder, mRNA RiboTherapeutics will, to the extent permissible, furnish a copy of such notice or correspondence to Cellscript and to Company, provided that mRNA RiboTherapeutics, as applicable, may redact portions of any such notice or correspondence that do not relate to or impact Company’s rights. 9.2.6 mRNA RiboTherapeutics will promptly notify Cellscript and Company if it receives a notice from Penn of intent to terminate the Penn License Agreement. 9.2.7 mRNA RiboTherapeutics agrees that mRNA RiboTherapeutics and its affiliates 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 any Patent Rights (as defined in Section 1.2) that are used by Company or its Affiliates or Third Party sublicensees or their successors in ownership in the In Vivo Field of Use [***]. This covenant shall terminate with the termination of this Agreement unless the termination is a 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. 9.2.8 mRNA RiboTherapeutics 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. 9.2.9 [***]

Covenants of mRNA RiboTherapeutics. mRNA RiboTherapeutics covenants to Company as follows: 9.2.1 mRNA RiboTherapeutics will not terminate the Cellscript Sublicense Agreement without good and reasonable cause. 9.2.2 In the event of termination of the Cellscript Sublicense Agreement, provided that Company did not cause said termination of the Cellscript Sublicense Agreement and is not in breach or default under this Agreement, this Agreement will be assigned to mRNA RiboTherapeutics without any further action by Cellscript, mRNA RiboTherapeutics will accept such assignment of this Agreement from Cellscript and this Agreement, including all of Company’s outstanding Third Party sublicenses thereunder, will remain in full force and effect with respect to the sublicensed Exhibit A-1 Patent Rights, Rights and Exhibit A-2 Patent Rights, with mRNA RiboTherapeutics as the sublicensor instead of Cellscript, but the duties and obligations of mRNA RiboTherapeutics under the assigned Agreement will not be greater than the duties of Cellscript under this Agreement and the rights (including all financial consideration and other rights) of mRNA RiboTherapeutics under the assigned Agreement Sublicense will not be less than those of Cellscript under this Agreement, and mRNA RiboTherapeutics may, at its sole discretion, amend this Agreement such assigned agreements to contain terms and conditions found in the Cellscript Sublicense Agreement; and Cellscript shall grant a separate sublicense to Company to use the Exhibit D Patents in the Sublicensed Fields of Use. 9.2.3 Upon mRNA RiboTherapeutics learning of any breach of a sublicense agreement by any sublicensee or any further sublicensees thereof 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, mRNA RiboTherapeutics will expeditiously take appropriate actions to stop such act or omission, up to and including termination of the applicable sublicense. 9.2.4 mRNA RiboTherapeutics will make all payments due under the Penn License Agreement and will make all required disclosures to Penn in connection therewith, in each case in a timely manner in accordance with the terms thereof. 9.2.5 Promptly following mRNA RiboTherapeutics’ or any of its affiliates’ receipt of any material written notice or correspondence pertaining to the Company’ ’s sublicense agreement from Cellscript that would reasonably be expected to adversely affect Company’s rights thereunder, mRNA RiboTherapeutics will, to the extent permissible, furnish a copy of such notice or correspondence to Cellscript and to Company, provided that mRNA RiboTherapeutics, as applicable, may redact portions of any such notice or correspondence that do not relate to or impact Company’s rights. 9.2.6 mRNA RiboTherapeutics will promptly notify Cellscript and Company if it receives a notice from Penn of any intent to terminate the Penn License Agreement. 9.2.7 mRNA RiboTherapeutics agrees that mRNA RiboTherapeutics and its affiliates 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 any Patent Rights (as defined in Section 1.2) that are used by Company or its Affiliates or Third Party sublicensees or their successors in ownership in the In Vivo Field of Use [***](as defined in Section 1.2) within the Sublicensed Fields of Use. For clarity, the foregoing covenant does not provide Company or its Affiliates or Third Party sublicensees or their successors in ownership immunity from any suit, action or claim for infringement of or misappropriation of Patent Rights if Company or its Affiliates or Third Party sublicensees or their successors in ownership use(s) any Patent Rights in a Field of Use that is not sublicensed to Company. For further clarity, the foregoing covenant also does not provide Company or its Affiliates or Third Party sublicensees or their successors in ownership immunity from any suit, action or claim for infringement of or misappropriation of any patent rights that are not Patent Rights (as defined in Section 1.2) if Company or its Affiliates or Third Party sublicensees or their successors in ownership use(s) any such other patent rights, whether alone or in combination with use of Patent Rights. This covenant shall terminate with the termination of this Agreement unless the termination is a 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. 9.2.8 mRNA RiboTherapeutics 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. 9.2.9 [***]

Covenants of mRNA RiboTherapeutics. mRNA RiboTherapeutics covenants to Company as followsthat, during the Term: 9.2.1 9.1.1 mRNA RiboTherapeutics will not breach, and to the extent within its power, will ensure that its sublicensed affiliates do not cause a breach of, the Penn License Agreement in any manner that would result in Penn having the right to terminate the Cellscript Sublicense Agreement without good and reasonable cause. 9.2.2 In the event of termination of the Cellscript Sublicense Agreement, provided that Company did not cause said termination of the Cellscript Sublicense Agreement and is not in breach or default under this Agreement, this Agreement will be assigned to mRNA RiboTherapeutics without any further action by Cellscript, mRNA RiboTherapeutics will accept such assignment of this Agreement and this Agreement, including all of Company’s outstanding Third Party sublicenses thereunder, will remain in full force and effect with respect to the sublicensed Exhibit A-1 Patent Rights, Exhibit A-2 Patent Rights, with mRNA RiboTherapeutics as the sublicensor instead of Cellscript, but the duties and obligations of mRNA RiboTherapeutics under the assigned Agreement will not be greater than the duties of Cellscript under this Agreement and the rights (including all financial consideration and other rights) of mRNA RiboTherapeutics under the assigned Agreement will not be less than those of Cellscript under this Penn License Agreement, and mRNA RiboTherapeutics may, at will use diligent efforts to cure (or cause to be cured) any such breach of the Penn License Agreement by mRNA RiboTherapeutics or its sole discretion, amend this Agreement to contain terms and conditions found in the Cellscript Sublicense Agreementaffiliates or Third Party sublicensees. 9.2.3 9.1.2 Upon mRNA RiboTherapeutics learning of any breach of a sublicense agreement by any sublicensee of its affiliate or any further Third Party sublicensees thereof in any manner 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, mRNA RiboTherapeutics will expeditiously take appropriate actions to stop such act or omission, up to and including termination of the applicable sublicensesublicense pursuant to the terms of the Penn License Agreement. 9.2.4 9.1.3 mRNA RiboTherapeutics will make all payments due under the Penn License Agreement Agreement, and will make all required disclosures to Penn in connection therewith, in each case in a timely manner in accordance with the terms thereof. 9.2.5 9.1.4 Promptly following mRNA RiboTherapeutics’ or any of its affiliates’ receipt of any material written notice or correspondence about an issue pertaining to the Company’ sublicense agreement from Cellscript Sublicense or to any matter that would reasonably be expected to adversely affect in any respect Company’s rights thereunderunder this Agreement, mRNA RiboTherapeutics will, to the extent permissible, furnish a copy of such notice or correspondence to Cellscript and to Company, provided that mRNA RiboTherapeutics, as applicable, RiboTherapeutics may redact portions of any such notice or correspondence that do not relate to or impact Company’s rightsrights hereunder. 9.2.6 9.1.5 mRNA RiboTherapeutics will promptly notify Cellscript and Company if it mRNA RiboTherapeutics receives a notice from Penn of an intent to terminate the Penn License Agreement. 9.2.7 9.1.6 mRNA will not amend the Penn License Agreement in any way that would negatively affect the rights or obligations of Company under this Agreement. 9.1.7 mRNA RiboTherapeutics agrees that mRNA RiboTherapeutics and its affiliates 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 any Patent Rights (as defined in Section 1.2) that are used by Company or its Affiliates or Third Party sublicensees or their successors in ownership in the In Vivo Field Sublicensed Fields of Use, as Fields of Use in the Sublicensed Fields of Use are defined in Section 1.2. [***]. ] 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 Company’s receipt of notice of termination under Section 6.3, is either: (i) resolved by Company and mRNA RiboTherapeutics 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. 9.2.8 mRNA RiboTherapeutics 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. 9.2.9 [***]