Common use of Assignment and Assumption of Intellectual Property Licenses Clause in Contracts

Assignment and Assumption of Intellectual Property Licenses. HBIO hereby assigns and conveys to HXXX, and agrees to cause its Affiliates and Subsidiaries to assign and convey to HXXX, the Transferred Licenses, and HXXX hereby assumes from HBIO and its Affiliates and Subsidiaries the Transferred Licenses, in each case subject to the terms, conditions and restrictions of each such Transferred License. HBIO acknowledges and agrees that it shall have sole responsibility to seek and obtain the consent of any Third Party necessary for the transfer of any of the Transferred Licenses, and HXXX shall bear sole responsibility for any consideration necessary for their transfer. Upon request, HXXX will provide reasonable assistance in obtaining such consent, at HXXX’x sole expense. For the avoidance of doubt, and subject to the terms and conditions of the Transferred Licenses, HXXX hereby succeeds to all of the rights and responsibilities of HBIO under each such Transferred License, including any liabilities arising under the Transferred Licenses prior to the Separation Date, which liabilities shall be the responsibility of HXXX.