Assignment and License Sample Clauses

Assignment and License. 17.1 The Licensee shall not be entitled to assign this Agreement nor grant any licence or sub-licence of the rights granted pursuant to it, save where the Licensee: (a) sells or otherwise disposes to a third party its rights in the Licensed Publication; (b) permits a third party to print and/or publish under its own imprint one or more of the Licensed Publication; (c) sells or otherwise disposes to a third party of any part of its business which deals with or has dealt with the Licensed Publication, provided that the Licensee notifies DACS of the identity of such third party. 17.2 In the event of a sale, disposal or sub-licence as set out in Clause 17.1 above: (a) in the case of an assignment, DACS shall, at the Licensee’s request, enter into a new agreement with the third party on identical terms to this Agreement and the Licensee shall procure that the third party enters into such an agreement; (b) in the case of a sub-licence, the Licensee shall: (i) enter into an agreement with the third party, such agreement to specify that the third party is subject to and must observe all of the restrictions set out in this Agreement; (ii) strictly enforce the sub-licence agreement against the third party; (iii) provide DACS with the business name, address and contact details of the third party.

Assignment and License. 19.1 The grant of rights set out in this Agreement is non-transferable and personal to the Licensee and the Licensee shall not be entitled to grant any licence or sub-licence thereof unless DACS gives its written consent to the sub-licence, the terms thereof and the sub-licensee (such consent not to be unreasonably withheld) whereupon a sub-licence fee shall be payable by the Licensee. 19.2 No party hereto may assign the benefit or burden of this Agreement without the prior written consent of the other parties.

Assignment and License. The assignment by Grantor in Granting Clause (vi) of this Deed of Trust of all of Grantor's right, title and interest, if any, in and to all present and future Leases by Grantor, as landlord, to any other Person, as tenant (each a "Tenant"), shall also be deemed to be an assignment of any and all modifications, renewals, extensions or replacements thereof, and of any guaranties of the Tenant's obligations under any Lease (each, a "Guaranty") and shall be deemed to be, and is, a present, absolute, effective, irrevocable and complete assignment by Grantor to Beneficiary of the Leases and Guaranties and the right to collect all Rents and all other sums payable to Grantor thereunder and apply the same against the Obligations in accordance with the terms of this Deed of Trust, which assignment is not conditioned upon Beneficiary being in possession of the Property. However, so long as no Event of Default shall have occurred and be continuing, Grantor shall have a license, to collect, receive and retain from the Tenants under the Leases rent and all other sums payable under the Leases, to enforce the obligations of Tenants under the Leases and to exercise all the rights and remedies of the landlord under the Leases (except as otherwise provided Schedule 5.11 to the Loan Agreement), subject, however, to compliance with the provisions of this Deed of Trust. The portion of all sums received by Grantor under the license granted hereby equal to the Obligations then due and owing, shall be held in trust for the benefit of Beneficiary and used, as necessary, to pay the Obligations then due and owing.

Assignment and License. In the event DSM conceives, creates or reduces to practice any Discovery Labs’ Intellectual Property, DSM shall promptly notify Discovery Labs and DSM shall assign all right, title and interest in and to such Discovery Labs’ Intellectual Property to Discovery Labs. In the event Discovery Labs conceives, creates or reduces to practice any DSM Intellectual Property, Discovery Labs shall promptly notify DSM and Discovery Labs shall assign all right, title and interest in and to such DSM Intellectual Property to DSM.

Assignment and License. (a) OLD ADB hereby assigns, conveys and transfers irrevocably, perpetually and exclusively to THE BRICK an equal one-half interest as a tenant in common in and to all of OLD ADB's Intellectual Property Rights including, for greater certainty, copyright and all patent rights, if any, whether such patent rights are now in existence or hereafter acquired, in and to the Software solely for use by THE BRICK and its Affiliates for their internal business purposes limited to the on-line sale of Products to buyers with addresses for delivery in the United States of America or Canada only but such assignment, conveyance and transfer specifically excludes any and all rights OLD ADB has under the Patent License Agreement made between it and XXX Corporation dated April 17th, 2001 (the "PATENT LICENSE AGREEMENT") including, for certainty, U.S. Patent No. 5,721,906 and also excludes any and all Intellectual Property Rights of OLD ADB under U.S. Patent Nos. 5,890,138 and 6,266,652 and, in addition, OLD ADB grants to THE BRICK a royalty-free, irrevocable, perpetual, worldwide license to use the Software and all of OLD ADB's Intellectual Property Rights therein, including for greater certainty all copyrights, patent rights (whether such patent rights are now existing or hereafter acquired) and trade secrets, including the right to copy, prepare derivative works, modify, adapt and combine the Software, for use by THE BRICK and its affiliates for the aforesaid use only, subject to the terms and conditions of this Agreement, including any and all Intellectual Property Rights of OLD ADB under U.S. Patent Nos. 5,890,138 and 6,266,652 but excluding any and all rights OLD ADB has under the Patent License Agreement including, for certainty, U.S. Patent No. 5,721,906, but provided that the Parties acknowledge and agree that it is their intention that OLD ADB's benefits under Section 11.2 of the Patent License Agreement shall be afforded to THE BRICK; and further provided that OLD ADB hereby reserves for itself an equal interest as tenant in common with THE BRICK in the rights granted to THE BRICK hereunder, whether such rights are now existing or hereafter acquired, in and to the Software and all other Intellectual Property Rights and other property rights in and to the Software, including the right of OLD ADB to use the Software for any purpose it sees fit and the right to license, sub-license, convey and grant security interests in the Software in whole or in part (but subject to...

Assignment and License. Subject to the terms and conditions of this Agreement, on the date of receipt of the ARCHEMIX Commitment, TAKEDA shall be deemed to have (1) assigned to ARCHEMIX all of its right, title and interest in and to all Program Aptamer-Specific Patent Rights relating solely to any such Terminated Product and (2) Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. granted to ARCHEMIX an exclusive license in the Field under Patent Rights covering TAKEDA Program Technology (other than such Program Aptamer-Specific Patent Rights assigned to ARCHEMIX) and TAKEDA’s interest in Joint Patent Rights to develop any such Terminated Product, subject to the payment by ARCHEMIX to TAKEDA, for any such Terminated Product, and any Products Derived therefrom, that are Developed and Commercialized by ARCHEMIX, its Affiliates or sublicensees, of (I) royalty payments at rates equal to the Applicable Percentage (as defined below) of the rates set forth in Section 5.4.1, for the remainder of the applicable Royalty Term; provided, however, that TAKEDA Program Aptamer-Specific Patent Rights shall be further included along with ARCHEMIX Program Aptamer-Specific Patent Rights within the scope of Royalty Triggering Patent Rights for such Terminated Product), and (II) the Applicable Milestone Payment on the Milestone Payment Due Date.

Assignment and License. Hitachi shall assign, and does hereby assign, to OpNext Japan all right, title and interest in and to all Intellectual Property resulting from the Current R&D Projects and which shall be listed on Exhibit B, which is capable of assignment, to the extent such assignment did not occur under the Business Transfer Agreement. Such Intellectual Property shall be deemed to be OpNext Japan R&D IP. Hitachi also shall license, and does hereby license effective as of the First Closing Date, all Intellectual Property resulting from the Current R&D Projects, which has not been assigned and is not capable of assignment, to OpNext Japan on a fully paid-up, non-exclusive, perpetual and irrevocable basis, to use, make, have made, sell, advertise, offer to sell, lease, import, export and supply products and services throughout the world, unless otherwise terminated according to the provisions of this R&D Agreement. Such licensed Intellectual Property shall be deemed to be Licensed IP subject to the terms and conditions of the IP License Agreement.

Assignment and License. 2.1 Medtronic agrees, for good and valuable consideration, the sufficiency of which is acknowledged by the parties, to transfer and hereby transfers, sells and assigns to Kips Bay its rights in the Transferred Patent Rights and any improvements in such Transferred Patent Rights. 2.2 Upon execution of this Agreement, Medtronic shall execute an Assignment of the Transferred Patent Rights in the form set forth in Exhibit D attached hereto. Medtronic shall, at Medtronic’s expense, for the purpose of conveying all its right, title and interest to the Transferred Patent Rights, do all necessary things and execute all necessary documents transferring the Transferred Patent Rights in accordance with the requirements of local law to Kips Bay and cause any of its employees or agents to do the same. 2.3 As a material part of the consideration for this Agreement, Kips Bay agrees that Kips Bay is receiving the Transferred Patent Rights and the Licensed Patent Rights in “AS-IS” condition and that there is no warranty by Medtronic that the Transferred Patent Rights, the Transferred Patent Rights and the Licensed Patent Rights are fit for any particular purpose. Kips Bay acknowledges that except as provided otherwise in this Agreement, it is not relying upon any representation, statement or other assertion with respect to Transferred Patent Rights and the Licensed Patent Rights. The provisions of this section shall survive the closing of this transaction.

Assignment and License. In the event Chrysalis conceives, creates or reduces to practice any Discovery Technology Improvements, Chrysalis shall promptly notify Discovery and Chrysalis shall assign all right, title and interest in and to such Discovery Technology Improvements to Discovery. In the event Discovery conceives, creates or reduces to practice any Chrysalis Technology Improvements, Discovery shall promptly notify Chrysalis and Discovery shall assign all right, title and interest in and to such Chrysalis Technology Improvements to Chrysalis, however, such Chrysalis Technology Improvements are included in the Intellectual Property licensed to Discovery pursuant to Section 3.1.

Assignment and License. (a) Sol-Gel hereby irrevocably and unconditionally sells, assigns, conveys, transfers and grants to Padagis, as of the Effective Date, Sol-Gel's entire right, title and interest in and to the Assigned Sol-Gel Intellectual Property, the same to be held and enjoyed by Padagis for its own use and benefit, and for the use and benefit of its affiliates, successors, assigns, or legal representatives, as fully and entirely as the same would have been held and enjoyed by Sol-Gel if this Agreement had not been executed. (b) The transfer, assignment and sale under Section (a) above shall be deemed to include the right to register and/or apply for registration of the Assigned Sol-Gel Intellectual Property in Padagis’ own name in appropriate registries throughout the world, including without limitation all rights to publish cautionary notices reserving ownership of the Assigned Sol-Gel Intellectual Property. (c) In the event that any assignment under this Agreement may be ineffective or incomplete as a result of any moral rights, artists’ rights, or any other similar rights worldwide ("Moral Rights"), Sol-Gel hereby irrevocably and unconditionally transfers and assigns to Padagis any and all Moral Rights that Sol-Gel may have in or with respect to the Assigned Sol-Gel Intellectual Property. To the extent that Sol-Gel cannot transfer and assign such Moral Rights to Padagis, Sol-Gel hereby waives and agrees never to assert such Moral Rights against Padagis or any of its licensees. If Sol-Gel has any Assigned Sol-Gel Intellectual Property that cannot be assigned to Padagis or waived by Sol- Gel, then Sol-Gel unconditionally and irrevocably grants to Padagis during the term of such rights, an exclusive, irrevocable, perpetual, worldwide, fully-paid and royalty-free license (subject to Sol-Gel’s license set forth in (d) below), with rights to transfer, sublicense and assign in any way or manner including throughout multiple tiers of sublicensees, to use, reproduce, modify, create derivative works of, perform, display, distribute directly and indirectly, and otherwise exploit such Assigned Sol-Gel Intellectual Property by all means now known or later developed, and to make, have made, sell, offer to sell, lease, offer to lease and import products and services that contain or embody such Assigned Sol- Gel Intellectual Property, all whether by itself or through others. (d) Padagis hereby grants to Sol-Gel a non-exclusive, worldwide, fully-paid, royalty-free, transferable, irr...