Common use of Assignment Obligation Clause in Contracts

Assignment Obligation. Denali, 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), (i) to Licensor all its right, title and interest in and to any Licensor Program Know-How and Licensor Program Patents; and (ii) to F-star Ltd all its right, title and interest in and to any Platform Know-How and Platform Patents. Denali will execute and record assignments and other necessary documents consistent with such ownership. 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 Denali all its right, title and interest in and to any Denali Program Know-How and Denali Program Patents. Licensor will execute and record assignments and other necessary documents consistent with such ownership. Each Party shall cause all Persons who perform Development 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’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).

Assignment Obligation. Denali, 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), (i) to Licensor all its right, title and interest in and to any Licensor Program Know-How and Licensor Program Patents; and (ii) to F-star Ltd all its right, title and interest in and to any Platform Know-How and Platform Patents. Denali will execute and record assignments and other necessary documents consistent with such ownership. 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 Denali all its right, title and interest in and to any Denali Program Know-How and Denali Program Patents. Licensor will execute and record assignments and other necessary documents consistent with such ownership. Each Party shall use commercially reasonable efforts to cause all Persons who perform Development activities, manufacturing activities or regulatory activities for such Party under this Agreement or who conceive, discover, develop or otherwise make any Know-How, improvement or inventions by or on behalf of either Party 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 is unable to cause such Person to agree to such assignment obligation despite such Party’s using commercially reasonable efforts to negotiate such assignment obligation, to use commercially reasonable efforts to provide a an exclusive license under) their rights in any Information Know-How, improvement and inventions resulting therefrom to such Party, to the extent such Know-How, improvements and inventions are related to Licensed Compounds or Licensed Products except where Applicable applicable Law requires otherwise otherwise. If applicable Law prohibits a Party from securing such assignment or exclusive license and the other Party requests that such Party obtain any such assignment or exclusive license, such other Party shall use commercially reasonable efforts to obtain any such assignment or exclusive license; provided, that if any such assignment or exclusive license cannot be obtained with respect to any such Know-How, improvement and inventions, at such other Party’s request, such Party shall, and shall cause its Affiliates to, use commercially reasonable efforts to obtain for such other Party equivalent rights with respect to such Know-How, improvement and inventions to the extent applicable to the Licensed Products, including by entering into appropriate and reasonable alternative arrangements on terms reasonably agreed to by the Parties except in the case of governmental, not-for-profit and public institutions which that have standard policies against such an assignment (in which case a suitable license, or right option to obtain such a license, shall be obtained).