Assignment; Cooperation. The assignments necessary to accomplish the ownership provisions set forth in this Article 8 are hereby made, and each Party shall execute such further documentation as may be necessary or appropriate, and provide reasonable assistance and cooperation, to implement the provisions of this Article 8. Each Party shall to the extent legally possible under relevant national or local laws require all of its employees, Affiliates and any Third Parties working pursuant to this Agreement on its behalf, to assign (or otherwise convey rights) to such Party any Patents and Know-How discovered, conceived or reduced to practice by such employee, Affiliate or Third Party, and to cooperate with such Party in connection with obtaining patent protection therefore.
Assignment; Cooperation. Executive hereby assigns to the Company all of Executive’s right, title and interest in and to all Inventions. During Executive’s employment with the Company and at all times thereafter, upon the request of an authorized executive officer of the Company, Executive shall do any reasonable act and thing to assist the Company in any way to vest in the Company all of Executive’s right, title and interest in and to all Inventions and to obtain, defend and enforce the Company’s rights in all Inventions including, without limitation, agreeing to testify in any suit or other proceeding involving any Invention or document, to review, return or sign all documents that the Company reasonably determines to be necessary or proper, and to apply for, obtain or enforce any patents or copyrights relating to any Invention. The Company shall compensate Executive at a reasonable rate for time actually spent assisting the Company with any of the foregoing after the last day of Executive’s employment with the Company.
Assignment; Cooperation. Each Party shall require all of its employees and any Third Parties working pursuant to this Agreement on its behalf, to assign to such Party any Collaboration Technology discovered, conceived or reduced to practice by such employee or Third Party, and to cooperate with such Party in connection with obtaining Patent protection therefor. The Parties agree to reasonably cooperate with each other to effectuate ownership of Collaboration Technology as set forth herein, including, but not limited to, by executing and recording documents.
Assignment; Cooperation. If Buyer waives the condition to closing set forth in Section 5.1(h) with respect to an Assigned Contract, Buyer and Seller may proceed with the Closing and without the sale, assignment, transfer, conveyance or delivery of such Assigned Contract, and without any reduction in the Aggregate Purchase Price; provided, however, (1) following the Closing, at Buyer’s election, Seller shall execute such documents, take such other actions, and enter into such reasonable and lawful arrangements, in each case as Buyer may request, that will, to the fullest extent possible, provide to Buyer the benefits of use of such Assigned Contract from and after the Closing (with Buyer to assume all liabilities and obligations of the Seller arising after the Closing with respect to each such Assigned Contract under which, and to the extent that, Buyer receives the benefits of the Assigned Contract); and provided, further, if and when authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of any such Assigned Contract not sold, assigned, transferred, conveyed or delivered at the Closing is obtained after the Closing, Seller shall sell, assign, transfer, convey and deliver such Assigned Contract to Buyer at no additional cost to Buyer, subject to Bankruptcy Court approval thereof. Except as specifically set forth in this Section 1.7, any contract that is not sold, assigned, transferred, conveyed or delivered to Buyer is not an Assigned Contract.
Assignment; Cooperation. Each Party shall require all of its employees and any Third Parties working pursuant to this Agreement on its behalf, to assign to such Party any Collaboration Technology discovered, conceived or reduced to practice by such employee or Third Party, and to cooperate with such Party in connection with obtaining Patent protection therefor. The Parties agree to reasonably cooperate with each other to effectuate ownership of Collaboration Technology as set forth herein, including, but not limited to, by executing and recording documents. Each Party shall promptly disclose to the other any inventions made in connection with its activities conducted pursuant to the Feasibility Program or the Discovery Program under this Agreement.
Assignment; Cooperation. To the extent that the Parties have jointly developed any New Amorphous Alloy Technology and they have agreed that such New Amorphous Alloy Technology will be jointly owned, as set forth in Section 8.2 above, each Party hereby assigns to the other, and will cause its employees, contractors, representatives, successors, assigns, Affiliates, parents, subsidiaries, officers and directors to assign to the other, a co-equal right, title and interest in and to any such jointly developed New Amorphous Alloy Technology. The parties agree to cooperate and cause their employees and contractors to cooperate in the preparation and prosecution of patent applications relating to any joint development work concerning New Process Technology or New Application Technology.
Assignment; Cooperation. Each Party shall (and shall cause its Affiliates to) cause all of its directors, officers, employees, contractors, agents and any others who perform activities for it (or its Affiliates) under this Agreement to be under an obligation to assign to such Party (or its Affiliate) their rights in and to any Foreground Know-How and all intellectual property rights therein, except where Applicable Law requires otherwise. Each Party shall provide the other Party all reasonable assistance and cooperation in the Prosecution and Maintenance of Patent Rights pursuant to this Article 8, including providing any necessary powers of attorney, oaths, declarations, assignments, and executing any other required documents or instruments. With respect to Joint Foreground Patents, MabCare Foreground Patents and Day One Foreground Patents, the Parties intend to Prosecute and Maintain such Patent Rights such that [*].
Assignment; Cooperation. Executive hereby assigns to the Company all of Executive's right, title and interest in and to all Inventions. During Executive's employment with the Company and at all times thereafter, upon the request of an authorized executive officer of the Company, Executive shall do any reasonable act and thing to assist the Company in any way to vest in the Company all of Executive's right, title and interest in and to all Inventions and to obtain, defend and enforce the Company's rights in all Inventions including, without limitation, agreeing to testify in any suit or other proceeding involving any Invention or document, to review, return or sign all documents that the Company reasonably determines to be necessary or proper, and to apply for, obtain or enforce any patents or copyrights relating to any Invention. If, after reasonable effort, the Company cannot secure Executive's signature on any document or thing needed in connection with the actions specified in this paragraph, Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive's agent to act for and on Executive's behalf to execute, verify, and file any documents or do any other reasonable act or thing to further the purposes of this paragraph with the same force and effect as if executed or done by Executive. The Company shall compensate Executive at a reasonable rate for time actually spent assisting the Company with any of the foregoing after the last day of Executive's employment with the Company. Executive further waives all claims of any nature whatsoever which Executive now has or may in the future obtain for infringement of any rights assigned under this Agreement or otherwise."
Assignment; Cooperation. The assignments necessary to accomplish the ownership provisions set forth in Section 8.1.2 (Ownership) are hereby made by each Party to the other Party, and each Party shall execute such further documentation as may be necessary or appropriate, and provide reasonable assistance and cooperation to implement the provisions of Section 8.1.2 (Ownership). Without limiting the foregoing, each Party agrees to execute such documents, render such assistance, and take such other action as the other Party may reasonably request, to apply for, register, record, perfect, confirm, and protect the other Party’s rights in such Know-How and intellectual property rights (including Patents) therein to effect the intent of Section 8.1.2 (Ownership). Each Party shall require, to the extent legally possible under relevant national or local laws, all of its employees, Affiliates, Authorized Subcontractors and Sublicensees to assign (or otherwise convey rights) to such Party its right, title and interests in any Patents and Know-How discovered or conceived by such employee, Affiliate, Authorized Subcontractor or Sublicensee and to cooperate with such Party in connection with obtaining Patent protection therefor.
Assignment; Cooperation. Each Party (“Assigning Party”) hereby assigns to the other Party (“Owning Party”) all of such Assigning Party’s right, title and interest in, to and under the Intellectual Property described in Section 12.1.2 (“Adaptimmune Platform Improvement IP”), 12.1.4 (“GNE Platform Improvement IP”), 12.1.6 (“GNE Receptor IP”), 12.1.7 (“[***]”) that is to be assigned to the Owning Party (and not jointly owned by the Parties). To the extent that any Collaboration IP is [***]. The Parties each hereby grant to one another the rights necessary to accomplish the ownership provisions set forth in this Article 12 (Intellectual Property; Ownership). Each Party shall execute such further documentation as may be necessary or appropriate, and provide reasonable assistance and cooperation, to implement the provisions of this Article 12 (Intellectual Property; Ownership). Each Party shall require all of its employees, Affiliates and any Third Parties working pursuant to this Agreement on its behalf, to assign (or otherwise convey rights) to such Party any Patents and rights in Know-How discovered, conceived or reduced to practice by such employee, Affiliate or Third Party, and to cooperate with such Party in connection with obtaining patent protection therefore.
