Common use of Assignment Obligation Clause in Contracts

Assignment Obligation. (a) Each Party shall cause all Persons who perform activities for such Party under this Agreement to be under an obligation to assign (or, if such Party is unable to cause such Person to agree to such assignment obligation despite such Party using commercially reasonable efforts to negotiate such assignment obligation, provide a license under) their rights in any Information and inventions resulting therefrom to such Party, except where Applicable Law requires otherwise and except in the case of governmental, not-for-profit and public institutions which have standard policies against such an assignment (in which case a suitable license, or right to obtain such a license, shall be obtained). (b) AbbVie will promptly disclose to Licensor in writing, the conception, discovery, development or making of any Licensor Program Know-How or Licensor Program Patents by Persons who perform activities for AbbVie under this Agreement. AbbVie, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to Licensor all its right, title and interest in and to any Licensor Program Know-How and its right, title and interest in and to Licensor Program Patents. AbbVie will execute and record assignments and other necessary documents consistent with such ownership. (c) Licensor will promptly disclose to AbbVie in writing, the conception, discovery, development or making of any AbbVie Program Know-How or AbbVie Program Patents by Persons who perform activities for Licensor under this Agreement. Licensor, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to AbbVie all its right, title and interest in and to any AbbVie Program Know-How and its right, title and interest in and to AbbVie Program Patents. Licensor will execute and record assignments and other necessary documents consistent with such ownership. (d) Each Party will promptly disclose to the other Party in writing, the conception, discovery, development or making of any Joint Program Know-How or Joint Program Patents by Persons who perform activities for it under this Agreement. Each Party, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to the other Party such right, title and interest in and to any Joint Program Know-How and Joint Program Patents as is necessary to achieve the joint ownership set forth in Section 8.1.3. Each party will execute and record assignments and other necessary documents consistent with such ownership.

Assignment Obligation. (a) Each Party shall cause all Persons who perform activities for such Party under this Agreement to be under an obligation to assign (or, if such Party is unable to cause such Person to agree to such assignment obligation despite such Party Party’s using commercially reasonable efforts to negotiate such assignment obligation, provide a license under) their rights in any Information information and inventions resulting therefrom to such Party, except where Applicable Law requires otherwise and except in the case of governmental, not-for-profit and public institutions which have standard policies against such an assignment (in which case a suitable license, or right to obtain such a license, shall be obtained). (b) AbbVie Genentech will promptly disclose to Licensor BicycleTx in writingwriting any Platform Inventions, the conceptionany BicycleTx Platform Know-How, discoveryCollaboration Know-How, development or making of any Licensor Program Collaboration Inventions, Product Know-How or Licensor Program Patents and Product Inventions made by Persons (other than BicycleTx) who perform activities for AbbVie Genentech under this Agreement. AbbVieGenentech, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future future, hereby agrees to assign), ) to Licensor BicycleTx all of its right, title and interest in and to any Licensor Program and all Platform Inventions (and any BicycleTx Platform Know-How and its right, title and interest in and to Licensor Program PatentsBicycleTx Platform Patents relating thereto). AbbVie Genentech will execute and record assignments and other necessary documents consistent with such ownershipownership promptly upon request. (c) Licensor BicycleTx will promptly disclose to AbbVie Genentech in writing, the conceptionany Collaboration Know-How, discoveryCollaboration Inventions, development or making of any AbbVie Program Product Know-How or AbbVie Program Patents and Product Inventions made by Persons who perform activities for Licensor BicycleTx under this Agreement. Licensor, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to AbbVie all its right, title and interest in and to any AbbVie Program Know-How and its right, title and interest in and to AbbVie Program Patents. Licensor will execute and record assignments and other necessary documents consistent with such ownership. (d) Each Party will promptly disclose to the other Party Party, in writing, the conception, discovery, development development, generation, making or making creation of any Joint Program Collaboration Know-How or Joint Program Patents Collaboration Inventions made by Persons who perform activities for it under this Agreement. Each Party, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to the other Party such right, title and interest in and to any Joint Program Know-How and Joint Program Patents as is necessary to achieve the joint ownership set forth in Section 8.1.3. Each party will execute and record assignments and other necessary documents consistent with such ownershipownership promptly upon request.

Assignment Obligation. Solely with respect to Patents and Information that would, if Controlled by Licensee or, subject to Clause 11.3(b) (a) Each Party Assignment - subclause (b)), any of its Affiliates, be Licensee Patents or Licensee Know-How, respectively: Licensee shall cause all Persons who perform Development activities, Manufacturing activities or regulatory activities for such Party Licensee under this Agreement or who conceive, discover, develop, author or otherwise make any applicable Information, Improvement or other invention by or on behalf of Licensee or its Affiliates or its or their Sublicensees under or in connection with this Agreement to be under an obligation to assign (or, if such Party Licensee is unable to cause such Person to agree to such assignment obligation despite such Party Licensee’s using commercially reasonable efforts to negotiate such assignment obligation, provide then to grant a license under, with Licensee Controlling) their rights in any Information applicable Information, Improvement and inventions resulting therefrom therefrom, and any Patent or intellectual property rights with respect thereto, to such PartyLicensee, except where Applicable Law requires otherwise and except in the case of governmentalGovernmental Authorities, not-for-profit and public institutions which that have standard policies against such an assignment (in which case case, a suitable license, license or right to obtain or negotiate such a license, with Control, shall be obtained). . Solely with respect to Patents and Information that would, if Controlled by Nabriva or, subject to Clause 11.3(b) (Assignment - subclause (b) AbbVie will promptly disclose to Licensor in writing)), the conception, discovery, development or making of any Licensor Program Know-How or Licensor Program Patents by Persons who perform activities for AbbVie under this Agreement. AbbVie, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to Licensor all its right, title and interest in and to any Licensor Program Nabriva Patents or Nabriva Know-How and its rightHow, title and interest respectively (in and each case subject to Licensor Program Patents. AbbVie will execute and record assignments and other necessary documents consistent with such ownership. Clause 2.5(b) (c) Licensor will promptly disclose In-License Agreements)): Nabriva shall use commercially reasonable efforts to AbbVie in writing, the conception, discovery, development or making of any AbbVie Program Know-How or AbbVie Program Patents by cause all Persons who perform Development activities, Manufacturing activities or regulatory activities for Licensor Nabriva under this Agreement. LicensorAgreement or who conceive, for itself and discover, develop, author or otherwise make any applicable Information, Improvement or other invention by or on behalf of Nabriva or its Affiliates or its or their sublicensees under or in connection with this Agreement to be under an obligation to assign to Nabriva their rights in any applicable Information, Improvement and inventions resulting therefrom, and any applicable Patent or intellectual property rights with respect thereto, or, if Nabriva is unable to cause such Person to agree to such assignment obligation despite Nabriva’s using commercially reasonable efforts to negotiate such assignment obligation, then Nabriva shall use commercially reasonable efforts to cause such Persons to grant a royalty-free sublicenseable license under their rights in such applicable Information, Improvement or invention, and such applicable Patent or intellectual property right (which such license shall be an In-License Agreement subject to Clause 2.5(b) (In-License Agreements)), or, if Nabriva is unable to cause such Person to agree to such royalty-free license despite Nabriva’s using commercially reasonable efforts to negotiate such licensee, then Nabriva shall use commercially reasonable efforts to cause such Persons to grant a royalty-bearing sublicenseable license under their rights in such applicable Information, Improvement or invention, and such Patent or intellectual property right (which such license shall be an In-License Agreement subject to Clause 2.5(b) (In-License Agreements)); in each case, except where Applicable Law requires otherwise and except in the case of Governmental Authorities, not-for-profit and public institutions that have standard policies against such an assignment (in which case, Nabriva shall use commercially reasonable efforts to obtain a suitable license or right to obtain or negotiate such a license, which such license shall be an In-License Agreement subject to Clause 2.5(b) (In-License Agreements)). Notwithstanding the above, if Nabriva is only able to cause such Persons to grant a royalty-bearing sublicenseable license under such Person’s rights in an applicable Patent described in the preceding sentence, and (i) such applicable Patent is necessary for Licensee to exercise its Manufacturing license under Clause 2.1(b) and (ii) Licensee, its Affiliates, hereby assigns (and or Sublicensees are required to the extent make any payments to such assignment can only be made Persons under such license with respect to such Manufacturing in the future hereby agrees Territory, Licensee will be entitled to assigndeduct from the royalty payment that would otherwise have been due to Nabriva under Clause 5.3(a) (Royalty Rate), an amount equal to AbbVie all [**] percent ([**]%) of the amounts paid by Licensee, its right, title and interest in and Affiliates or Sublicensees to any AbbVie Program Know-How and its right, title and interest in and to AbbVie Program Patents. Licensor will execute and record assignments and other necessary documents consistent with such ownershipPersons. (d) Each Party will promptly disclose to the other Party in writing, the conception, discovery, development or making of any Joint Program Know-How or Joint Program Patents by Persons who perform activities for it under this Agreement. Each Party, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to the other Party such right, title and interest in and to any Joint Program Know-How and Joint Program Patents as is necessary to achieve the joint ownership set forth in Section 8.1.3. Each party will execute and record assignments and other necessary documents consistent with such ownership.

Assignment Obligation. (a) Each Party shall cause all Persons who perform activities for such Party under this Agreement to be under an obligation to assign (or, if such Party is unable to cause such Person to agree to such assignment obligation despite such Party Party’s using commercially reasonable efforts to negotiate such assignment obligation, provide a license under) their rights in any Information and inventions Inventions resulting therefrom to such Party, except where Applicable Law requires otherwise and except in the case of governmental, not-for-profit profit, and public institutions which have standard policies against such an assignment (in which case a suitable license, or right to obtain such a license, shall be obtained). (b) AbbVie Ionis will promptly disclose to Licensor BicycleTx in writing, the conception, discovery, development writing any TfR1 BicycleTx Inventions made (either solely or making of any Licensor Program Know-How or Licensor Program Patents jointly) by Persons (other than BicycleTx) who perform activities for AbbVie Ionis under this Agreement. AbbVieIonis, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such a present assignment can only be made in the of future rights is prohibited by Applicable Law, hereby agrees to and shall assign), ) to Licensor BicycleTx all of its right, title title, and interest in and to any Licensor Program Know-How and its right, title all TfR1 BicycleTx Inventions (and interest in and to Licensor Program Patentsany BicycleTx Patents relating thereto). AbbVie Ionis will execute and record assignments and other necessary documents consistent with such ownershipownership promptly upon BicycleTx’s request. (c) Licensor Each Party will promptly disclose to AbbVie the other Party, in writing, the conception, discovery, development development, generation, making or making creation of any AbbVie Program Know-How or AbbVie Program Patents Joint Inventions made by Persons who perform activities for Licensor it under this Agreement. Licensor, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to AbbVie all its right, title and interest in and to any AbbVie Program Know-How and its right, title and interest in and to AbbVie Program Patents. Licensor Each Party will execute and record assignments and other necessary documents consistent with such ownershipownership promptly upon such other Party’s request. (d) Each Party will promptly disclose to the other Party in writing, the conception, discovery, development or making of any Joint Program Know-How or Joint Program Patents by Persons who perform activities for it under this Agreement. Each Party, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to the other Party such right, title and interest in and to any Joint Program Know-How and Joint Program Patents as is necessary to achieve the joint ownership set forth in Section 8.1.3. Each party will execute and record assignments and other necessary documents consistent with such ownership.

Assignment Obligation. (a) Each Party shall cause all Persons who perform activities for such Party under this Agreement to be under an obligation to assign (or, if such Party is unable to cause such Person to agree to such assignment obligation despite such Party Party’s using commercially reasonable efforts to negotiate such assignment obligation, provide a license under) their rights in any Information and inventions resulting therefrom to such Party, except where Applicable Law requires otherwise and except in the case of governmental, not-for-profit and public institutions which have standard policies against such an assignment (in which case a suitable license, or right to obtain such a license, shall be obtained). (b) AbbVie will promptly disclose to Licensor in writing, the conception, discovery, development or making of any Licensor Program Know-How or How, Licensor Program Patents, Product-Specific Know-How and Product-Specific Patents by Persons who perform activities for AbbVie under this Agreement. AbbVie, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to Licensor all its right, title and interest in and to any Licensor Program Know-How and its right, title and interest in and to Licensor Program Patents. AbbVie will execute and record assignments and other necessary documents consistent with such ownershipownership promptly upon request. (c) Licensor will promptly disclose to AbbVie in writing, the conception, discovery, development or making of any AbbVie Program Know-How or How, AbbVie Program Patents, Product-Specific Know-How and Product-Specific Patents by Persons who perform activities for Licensor under this Agreement. Licensor, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to AbbVie all its right, title and interest in and to any AbbVie Program Know-How, AbbVie Program Patents, Product-Specific Know-How and its right, title and interest in and to AbbVie Program Product-Specific Patents. Licensor will execute and record assignments and other necessary documents consistent with such ownershipownership promptly upon request. (d) Each Party will promptly disclose to the other Party in writing, the conception, discovery, development or making of any Joint Program Know-How or Joint Program Patents by Persons who perform activities for it under this Agreement. Each Party, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to the other Party such right, title and interest in and to any Joint Program Know-How and Joint Program Patents as is necessary to achieve the joint ownership set forth in Section 8.1.3. Each party will execute and record assignments and other necessary documents consistent with such ownershipownership promptly upon request.