Assignment; Further Assurances Sample Clauses
Assignment; Further Assurances. The assignments necessary to accomplish the ownership provisions set forth in this Section 8.2 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 Section 8.2. Accordingly:
(a) In the event Joint New Intellectual Property was made by or on behalf of either Party or any of its Affiliates, such Party (the “Assignor”), hereby assigns to the other Party (“Assignee”) such right, title and interest in and to such Joint New Intellectual Property as is required to effectuate joint ownership thereof in accordance with Section 8.2.
(b) 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, perfect, confirm, and protect the other Party’s rights in any New Intellectual Property retained or assigned to the other Party in this Section 8.2.
(c) 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 New Intellectual Property made by such employee, Affiliate or Third Party in the course of performing activities hereunder, and to cooperate with such Party in connection with obtaining intellectual property protection therefor.
Assignment; Further Assurances. Inventions. InnoCare shall promptly disclose to ArriVent all ArriVent Inventions made by or on behalf of InnoCare. InnoCare shall assign, and hereby assigns, to ArriVent all of InnoCare’s rights, title and interest in and to the ArriVent Inventions. InnoCare agrees to sign, execute and acknowledge or cause to be signed, executed and acknowledged, at ▇▇▇▇▇▇▇▇’s expense, any and all documents and to perform such acts as may be reasonably requested by ▇▇▇▇▇▇▇▇ for the purposes of perfecting the foregoing assignments. For clarity, the aforementioned acts do not include the undertaking of additional scientific experiments or studies or actions that could reasonably be performed by ▇▇▇▇▇▇▇▇.
Assignment; Further Assurances. DS shall promptly disclose to Zymeworks any and all Zymeworks Platform Improvements made by or on behalf of DS; and DS shall assign, and hereby assigns, to Zymeworks all rights, title and interest in and to the Zymeworks Platform Improvements. Zymeworks shall promptly disclose to DS any and all i) […***…] Variable Domain Improvements made by or on behalf of Zymeworks and ii) Inventions comprising any […***…] made by or on behalf of Zymeworks in the conduct of the Research Program, in each case that are not Zymeworks Platform Improvements (collectively, “[…***…]”); and Zymeworks shall assign, and hereby assigns, to DS all rights, title and interest in and to i) the […***…] Variable Domain Improvements and ii) […***…]. Each Party agrees to sign, execute and acknowledge or cause to be signed, executed and acknowledged, at the expense of the requesting Party, any and all documents and to perform such acts as may be reasonably requested by the other Party for the purposes of perfecting the foregoing assignments.
Assignment; Further Assurances. Jazz hereby assigns to PharmaMar all right, title and interest in and to any Specific Inventions and Specific Combination Inventions. In addition, each Party hereby assigns to the other Party fifty percent (50%) ownership interest of its right, title and interest in any Joint Specific Combination Invention and Joint Generic Invention, as applicable. In accordance with the foregoing, each Party shall execute and shall have its employees execute (and cause its Affiliates and Third Parties, as applicable, to execute) all documents necessary to transfer such rights, title and interest in accordance with this Section 10.1(g). Any remuneration for each Party´s and its Affiliates’ employees’ inventions shall be solely borne by such Party.
Assignment; Further Assurances. 8.5.1. The rights of Borrower hereunder shall not be assignable in any respect without the prior written consent of Lender, which consent may be granted or withheld in Lender's sole discretion; provided, however, that Borrower shall be entitled to assign its rights hereunder to an Affiliate of the Borrower upon written notice to Lender. If such assignment hereof is made by Borrower pursuant to this Section 8.5.1., Lender shall be entitled to make advances to such assignee and such advances shall be secured by the Mortgage and the Assignments. In any case, Borrower shall remain liable for repayment of all sums advanced hereunder before and after such assignment.
Assignment; Further Assurances. Each Party shall assign, and hereby assigns, to the other Party all rights, title and interest it may have in and to any Invention or improvement that is to be owned by the other Party pursuant to this Section 8.2, if any, and agrees to sign, execute and acknowledge or cause to be signed, executed and acknowledged any and all documents and to perform such acts as may be reasonably requested by the other Party for the purposes of perfecting the foregoing assignments to the extent necessary to give effect to the ownership allocation set forth in this Section 8.2.
Assignment; Further Assurances. (a) ICONIC shall promptly disclose to Zymeworks any and all Joint Inventions and Zymeworks Platform Improvements made by or on behalf of ICONIC or its Related Parties. ICONIC shall assign, and hereby assigns, to Zymeworks all rights, title and interest in and to the Zymeworks Platform Improvements. For clarity, ICONIC shall obtain an assignment of any and all Zymeworks Platform Improvements made by or on behalf of its Related Parties to enable ICONIC to, in turn, assign such Zymeworks Platform Improvements to Zymeworks as set forth above. ICONIC shall sign, execute and acknowledge or cause to be signed, executed and acknowledged, […***…]178, any and all documents and to perform such acts as may be reasonably requested by Zymeworks for the purposes of perfecting the foregoing assignments.
(b) Zymeworks shall promptly disclose to ICONIC any and all Joint Inventions and ICONIC Antibody Improvements made by or on behalf of Zymeworks or its Related Parties. Zymeworks shall assign, and hereby assigns, to ICONIC all rights, title and interest in and to the ICONIC Antibody Improvements. For clarity, Zymeworks shall obtain an assignment of any and all ICONIC Antibody Improvements made by or on behalf of its Related Parties to enable Zymeworks to, in turn, assign such ICONIC Antibody Improvements to ICONIC as set forth above. Zymeworks shall sign, execute and acknowledge or cause to be signed, executed and acknowledged, at the expense of ICONIC, any and all documents and to perform such acts as may be reasonably requested by ICONIC for the purposes of perfecting the foregoing assignments. 177 Competitive Information – Discovery Information and Other Commercially Sensitive Terms. 178 Competitive Information – Other Commercially Sensitive Terms.
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Assignment; Further Assurances. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Lender and their respective successors and assigns (including transferees of the Note), except that the Borrower may not assign or transfer its rights or obligations hereunder.
(b) So long as there is no Event of Default then in existence, the Note may not be transferred by the Lender or any subsequent holder without the prior written consent of the Borrower, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Note may be transferred to NationsBank, N.A., as required by the Bridge Loan, or any refinancing or refunding thereof.
Assignment; Further Assurances. 8.2.1. GCAR shall promptly disclose to COMPANY all COMPANY Compound Inventions made by or on behalf of GCAR. GCAR shall assign, and hereby assigns, to COMPANY all of GCAR’s rights, title and interest in and to the COMPANY Compound Inventions. GCAR agrees to: (a) sign, execute and acknowledge; and (b) cause to be signed, executed and acknowledged by all GCAR personnel or Third Parties engaged by GCAR, at COMPANY’s expense, any and all documents and to perform such acts as may be reasonably requested by COMPANY for the purposes of perfecting the foregoing assignments.
8.2.2. COMPANY shall promptly disclose to GCAR all GCAR Core Inventions made by or on behalf of COMPANY. COMPANY shall assign, and hereby assigns, to GCAR all of COMPANY’s rights, title and interest in and to the GCAR Core Inventions. COMPANY agrees to: (a) sign, execute and acknowledge; and(b) cause to be signed, executed and acknowledged by all COMPANY personnel or Third Parties engaged by COMPANY, at GCAR’s expense, any and all documents and to perform such acts as may be reasonably requested by GCAR for the purposes of perfecting the foregoing assignments.