AlCana Collaboration IP Sample Clauses

AlCana Collaboration IP. Subject to the terms and conditions of this Agreement and the Supplemental Agreement, AlCana hereby assigns to UBC all of AlCana’s right, title and interest in and to all AlCana Collaboration IP, solely in the Field of Use (the “Field-Restricted Assignment”). AlCana retains all other right, title and interest in the AlCana Collaboration IP. AlCana and UBC will take such steps as Alnylam may reasonably request (at Alnylam’s expense) to vest in UBC such ownership of the AlCana Collaboration IP, including without limitation, execution by AlCana of an assignment agreement for the benefit of UBC in form and substance satisfactory to Alnylam and UBC, and the prompt, proper recordation thereof with the Patent and Trademark Office in the United States and in such other patent offices in those countries in the remainder of the world as Alnylam may request. UBC may not use, assign, license or otherwise transfer its interest in AlCana Collaboration IP except as explicitly set forth in this Agreement or the Supplemental Agreement. In consideration for the Field-Restricted Assignment, UBC, as Payee under this Agreement, shall pay AlCana that portion of the milestone and royalty payments received by Payee as consideration for the License of AlCana Collaboration IP, as set forth in Exhibit B. For clarity, after due diligence and full consideration, each Party hereto acknowledges that the Field-Restricted Assignment was given for good and valuable consideration, the sufficiency of which is hereby acknowledged, and that such consideration represents the fair market value for such Field-Restricted Assignment.