Assignment of Technology. 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 (i) any Technology that is solely owned by such other Party under this Section 6.2, and (ii) a joint and undivided interest in and to all Joint IP. The Parties will reasonably cooperate to more fully document the rights of each Party as defined in this Section 6.2, including by executing all lawful papers and instruments, obtaining and executing necessary powers of attorney and assignments by the named inventors, making all rightful oaths and declarations and providing consultation and assistance as may be necessary.
Assignment of Technology. In partial consideration for the sale and issuance of the Stock by the Company to the Purchaser:
(i) Purchaser hereby irrevocably assigns, transfers and conveys to the Company all of its right, title and interest in and to:
(a) all technical information, know-how, processes, procedures, compositions, devices, methods, techniques, data, marks (and the goodwill associated therewith), ideas, discoveries, trade secrets, copyrights or other subject matter generally relating to micro-optic based broadband and low loss Dispersion Compensators capable of compensating dispersion induced signal distortion, and thermally
(b) all rights to apply in any and all countries of the world for patents, certificates of inventions or other governmental grants on the Inventions, including the right to apply for patents pursuant to the International Convention for the Protection of Industrial Property or pursuant to any other convention, treaty, agreement or understanding;
(c) any and all applications filed and any and all patents, certificates of inventions or other governmental grants granted on the Invention in the United States or any other country, including each and every application filed and each and every patent granted on any application which is a division, substitution or continuation of any of said applications (collectively, the "Patents");
(d) each and every reissue or extension of any of the Patents;
(e) in and to each and every patent claim resulting from a reexamination certificate for any and all of the Patents; and
(f) any and all causes of action relating to the enforcement of the Technology and any and all other right or interest in or to the Technology, in each case existing as of or arising after the Effective Date.
(ii) Purchaser represents and warrants that (i) Purchaser is the owner of the entire right, title, and interest in and to the Technology; (ii) Purchaser has the sole right and authority to enter into this Agreement and grant the rights hereunder; (iii) Purchaser has not previously granted and will not grant any rights or licenses in the Technology; (iv) to the best of its knowledge, there are no claims of third parties that would call into question the rights of Purchaser to grant to the Company the rights contemplated hereunder; (v) as of the Closing Date, Purchaser does not own any patents, patent applications, technical information, know-how, processes, compositions, devices, methods, techniques, data, market, ideas, discoveries, trade secr...
Assignment of Technology. Subject to the licenses and other rights specifically set forth in this Agreement, to the extent either party (such party, the “Assigning Party”) obtains any title or similar ownership interest in any Project Technology, or any Intellectual Property Rights therein, that is to be owned by the other party (the “Assigned Party”) in accordance with the terms and conditions of this Agreement, the Assigning Party hereby assigns and, to the extent such assignment cannot be made at present, agrees promptly to assign, to the Assigned Party all of the Assigning Party’s title and other ownership interest in and to such Project Technology and Intellectual Property Rights. The Assigning Party shall execute and procure such documents, including short-form assignments and assignments of patent applications and patents, and take such other actions as may be reasonably requested from time to time by the Assigned Party to obtain for its own benefit appropriate protections for Intellectual Property Rights with respect to such Project Technology, or otherwise to transfer or confirm the transfer, in whole or in part, as the case may be, of such Project Technology and the related Intellectual Property Rights for the benefit of the Assigned Party. Each party represents and covenants that all of its employees, consultants and agents, and all third parties acting on behalf of such party in performing its obligations under this Agreement, shall be obligated under a binding written agreement to assign to such party all Project Technology and Intellectual Property Rights conceived, created, made or reduced to practice by such employees, consultants, agents and third parties in connection with the Project.
Assignment of Technology. (a) Ascend One hereby irrevocably conveys, transfers, and assigns to Xxxx, and Xxxx hereby accepts, all of Ascend One’s right, title, and interest in and to the Assigned Technology, on a worldwide basis, and any and all claims and causes of action with respect to the Assigned Technology, whether accruing before, on, or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and future infringement, misappropriation, or violation.
Assignment of Technology. For good and valuable consideration, as more particularly described in the Technology Contribution Agreement entered into by Assignor (as defined below) and Assignor (as defined below), the receipt and sufficiency of which is hereby acknowledged, Northeast Maritime Institute, Inc., a Massachusetts corporation, with an address at 00 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 (“Assignor”), does hereby irrevocably grant, bargain, sell, assign, transfer and convey unto hZo, Inc. a Delaware corporation, with an address at 0000 Xxxxx 000 Xxxxx X, Xxxx Xxxx Xxxx, XX 00000 (“Assignee”), its successors and assigns, or its designees, all of its right, title, and interest and benefit in and to all tangible and intangible assets, property, equipment, processes, and proprietary rights relating to the materials, processes, equipment, devices and other inventions disclosed in the provisional and non-provisional patent applications listed on Exhibit A; together with all know-how, concepts, intellectual property, trademarks, service marks, copyright protected information, routines, processes, operations, prototypes, specifications, sketches, notebooks, technologies, formulae, drawings, algorithms, studies, reports, costs, pricing, forecasts, orders, research and development, market data, customer names, opportunities, suppliers, vendor relationships, hardware and software programs, and financial information related to the coating of manufactured goods and components of such goods with weather-proof, splash proof, protective coating and related trade secrets, other than as already conveyed in another instrument between the parties, titled ASSIGNMENT OF PATENT APPLICATION RIGHTS, executed on even date herewith (collectively, the “Technology”). This Assignment of Technology shall inure to the benefit of Assignee and its successors and assigns, shall be binding upon Assignor and its successors, assigns and transferees, and shall survive the execution and delivery hereof. DATED this ___day of_______, 2009 Northeast Maritime Institute, Inc. By: Xxxx Xxxxxxx Its President Duly authorized KNOW ALL MEN BY THESE PRESENTS, this is a POWER OF ATTORNEY: I, Xxxxxx X. Xxxxxxxx XX, President of hZo, Inc. (the "Principal"), having its place of business at 0000 Xxxxx 000 Xxxx, Xxxxx X, Xxxx Xxxx Xxxx, Xxxx 00000, for and on behalf of the Principal, do hereby appoint: Northeast Maritime Institute, Inc. to be its attorney (the “Attorney”) TO ACT IN ITS NAME, PLACE AND STEAD to take such reasonab...
Assignment of Technology. During the term of this Agreement, to the extent Consultant conceives or develops any ideas, technology or products relating to the Company's current or planned waveform analysis technology (including, without limitation, all software or hardware) when he is not then working for the University of Minnesota, then such ideas, technology or products shall belong to the Company, and Consultant hereby assigns any such ideas, technology or products to the Company, and Consultant shall take such additional action as the Company shall reasonably request in connection with the assignment of such ideas, technology or products to the Company.
Assignment of Technology. At the Closing, Johnson will deliver an xxxxxxxent of assignment that will grant, convey and assign to Centale all of Johnson's right, title axx xxxxxxst in and to the Johnson Technology, to bx xxxx and enjoyed by Centale, its successors and assigns. Johnson will further graxx, xxxvey and assign to Centale at the Closing all of Johnson's right, title axx xxxxxxst in and to any and all causes of action and rights of recovery for past infringement of Copyrights, Patents or Database Rights in and to the Johnson Technology, and xxx xxxt misappropriation of trade secrets in and to the Johnson Technology. Johnxxx xxxther covenantx xxxx Johnson will, without dexxxxxxx any further consideration therefore, at the request and expense of Centale (except for the value of the time of Johnson employees), do axx xxxxercially reasonable lawful and just acts that may be or become necessary for evidencing, maintaining, recording and perfecting Centale's rights to such Johnson Technology, inclxxxxx, but not limited to, execution and acknowledgement of assignments and other instruments in a form reasonably required by Centale for each Copyright, Patent or Database Right jurisdiction.
Assignment of Technology. (a) Effective as of the Effective Date, Gamogen and Zorgniotti each hereby assigns, transfers and conveys to Zonagen all of its right, title and interest in the Subject Technology, including the right of Zonagen to file in its name applications for patents and similar protection for the Subject Technology in a country or countries foreign to the United States, all international rights of priority associated with the Subject Technology, and all technical information, improvements and know-how, whether or not patented, pertaining to the Subject Technology, except that Gamogen's and Zorgniotti's rights, if any, to a two-drug injectable product using phentolamine-papaverine for the treatment of male impotency shall remain vested in Gamogen and Zorgniotti and are not assigned hereunder. Consistent with the terms of this Section 2.1(a), each of Gamogen and Zorgniotti shall, on execution of this Agreement, also execute an assignment in the form attached hereto as Exhibit A.
(b) As consideration of the assignment to Zonagen of the Subject Technology by Gamogen pursuant to Section 2.1(a), Zonagen shall deliver to Gamogen the following:
(i) $50,000 upon the execution of this Agreement;
(ii) $50,000 upon delivery satisfactory to Zonagen of all documentation in the possession of Gamogen and Zorgniotti relating to the Subject Technology; and
(iii) A royalty equal to six percent of the first $100 million of Net Sales, five percent of Net Sales in excess of $100 million and less than $200 million, four percent of Net Sales in excess of $200 million and less than $300 million, and three percent of Net Sales in excess of $300 million, in each case payable quarterly. Such royalty payments shall be reduced by two percentage points with respect to Net Sales in any country in which (A) patent protection for the Royalty-Bearing Product is not available under the laws of such country, (B) Zonagen determines that patent protection under the laws of such country would be ineffective to secure exclusive rights to sell the Royalty-Bearing Product in such country or that patent protection under the laws of such country cannot be obtained despite Zonagen's best efforts or (C) patent protection for the Royalty- Bearing Product has expired in such country. The royalties payable hereunder shall be computed on aggregate Net Sales, and not annual Net Sales. On sales within each country in the Territory, such royalties shall be payable for the greater of ten years following the date Zonagen...
Assignment of Technology. This Assignment is made as of the earlier of April 30, 1997 or the closing of the initial public offering of the common stock of Nexar Technologies, Inc., a Delaware corporation which is a majority owned subsidiary of Palomar ("Nexar") (the "Closing Date") by and among Palomar Medical Technologies, Inc., a Delaware corporation ("Palomar"), Nexar, Technovation Computer Labs, Inc., a Nevada corporation ("Seller"), and Xxxxx X. Xxxxxxxx ("Xxxxxxxx").
Assignment of Technology. In furtherance of the assignment, transfer and conveyance under the Purchase Agreement of the Assets (as that term is defined in the Purchase Agreement), Seller hereby assigns, transfers and conveys to Buyer and Buyer hereby acquires from Seller all right, title and interest in and to the Technology.