Assignment of Transferred Assets. Assignor hereby unconditionally and irrevocably sells, assigns, transfers, conveys, and delivers to Assignee, its successors and assigns, all his right, title, and interest in, to, and under the Transferred Assets, said Transferred Assets set forth herein in Exhibit A, and any reissues, reexaminations, renewals, continuations, continuations-in-part, divisions, substitute applications thereof, and the like, and any extensions thereof, and all patents worldwide that may be granted thereon, together with the right to file such applications and the right to claim for the same the priority rights derived from such patent application under the laws of the United States and its territorial possessions, the International Convention for the Protection of Industrial Property, or any other international agreement or the domestic laws of the country in which any such application is filed, as may be applicable, to be held and enjoyed by Assignee for its own use and enjoyment, and for the use and enjoyment of its successors and assigns, to the end of the term or terms for which such patents may be granted or reissued, as fully and entirely as the same would have been held and enjoyed by Assignor if this assignment and sale had not been made.
Assignment of Transferred Assets. Subject to the terms and conditions of this Agreement, TRACON, on behalf of itself and its Affiliates, hereby irrevocably sells, conveys, transfers and assigns to Xxxxxxx all of TRACON’s and its Affiliates’ right, title and interest in, to and under the following assets (collectively, the “AR Mutant Transferred Assets”):
(a) all Transferred Assets (as defined in the License and Option Agreement) to the extent such Transferred Assets relate to the AR Mutant Program;
(b) all Regulatory Documentation with respect to the AR Mutant Compounds and AR Mutant Products that is Controlled by TRACON on the Effective Date, including Regulatory Approvals, if any;
(c) the Development Program Know-How (other than (x) Development Program Inventions that are claimed in a TRACON-Owned Development Program Patent or Joint Development Program Patent and (y) Xxxxxxx-Owned Development Program Know-How) and all physical embodiments of such Development Program Know-How, including (i) the AR Mutant Development Plan provided by TRACON to Xxxxxxx pursuant to Section 2.2.2 of the License and Option Agreement, (ii) the Program Records generated by TRACON during TRACON’s conduct of the AR Mutant Program pursuant to Section 2.2.4 of the License and Option Agreement, (iii) the Data Package(s), interim data packages and additional information delivered by TRACON to Xxxxxxx with respect to the AR Mutant Program pursuant to Section 3.2 of the License and Option Agreement, (iv) the reports and other information delivered by TRACON to Xxxxxxx with respect to the AR Mutant Program pursuant to Section 2.2.5 of the License and Option Agreement, and (v) the global safety database for any AR Mutant Product;
(d) any inventory of AR Mutant Compounds or AR Mutant Products in TRACON’s possession or Control;
(e) the Third Party agreements relating to the AR Mutant Program listed on Schedule TRACON Transferred Contracts of the TRACON Schedule Letter; and
(f) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any Third Party, solely to the extent relating to any Assumed Liabilities or AR Mutant Transferred Assets identified in clauses (a) through (e). Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Third Party agreement within the AR Mutant Transferred Assets (“AR Mutant Tr...
Assignment of Transferred Assets. At the Closing (as defined below), Seller shall sell, transfer, assign and convey to Purchaser, and Purchaser shall purchase from Seller, upon the terms and conditions set forth in this Agreement, all of Seller’s right, title and interest in and to the Transferred Assets; subject, however, to Purchaser assuming the Assumed Obligations (as defined below) as set forth in Section 2 below. As used in this Agreement, “Transferred Assets” shall mean the names, product formulations, domain names and websites related to the former nutraceutical business of Seller as set forth on Schedule A annexed to this Agreement and made a part hereof and any and all intellectual property or other rights of Seller in or to such Transferred Assets.
Assignment of Transferred Assets. Subject to the terms and conditions of this Agreement, Xxxxxxx, on behalf of itself and its Affiliates, hereby irrevocably sells, conveys, transfers and assigns to Licensee all of Xxxxxxx’x and its Affiliates’ right, title and interest in, to and under the following assets (collectively, the “Transferred Assets”):
(a) the assays and materials listed on Schedule Transferred Materials of the Schedule Letter (the “Transferred Materials”);
(b) the contracts, agreements and commitments that will be listed on Schedule Transferred Contracts of the Schedule Letter by written agreement of the Parties during the Transition Period (collectively, the “Transferred Contracts”); provided that assignment of such Transferred Contracts and any ***Confidential Treatment Requested other provisions of this Agreement applicable to such Transferred Contracts shall not become effective, and the Transferred Contracts shall not be Transferred Assets, without limitation of the last paragraph of this Section 2.1.3 unless and until the date that the Parties agree in writing to the Schedule Transferred Contracts (the “Transferred Contract Effective Date”); and
(c) all claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any Third Party, solely to the extent relating to any Assumed Liabilities or Transferred Assets. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Transferred Contract that is not assignable or transferable without the consent of any Third Party (each, a “Restricted Contract”), to the extent that such consent has not been obtained prior to the Effective Date (each, a “Third Party Consent”). Xxxxxxx shall use, during the Transition Period, Commercially Reasonable Efforts to obtain, and Licensee shall use Commercially Reasonable Efforts to assist and cooperate with Xxxxxxx to obtain, all Third Party Consents; provided, however, that none of Xxxxxxx, Licensee or any of their respective Affiliates shall be required to pay money to any Third Party, commence any litigation or offer or grant any accommodation (financial or otherwise) to any Third Party to obtain any Third Party Consent. During the period beginning on the Effective Date and ending on the earlier of (a) the date on which […***…] and (b) the […***…], Xxxxxxx shall (i) use Commercially Rea...
Assignment of Transferred Assets. As of the TALA Closing Date, CMU hereby assigns, transfers and conveys to Apollo free and clear of any Encumbrances (other than (a) with respect to the Funded Patent, the Permitted Encumbrances in Section 1.71(i); and (b) with respect to all other Transferred Assets, the Permitted Encumbrances in Section 1.71(ii)), subject to the rights reserved in Section 3.1(b), and Apollo, in reliance on the representations, warranties and covenants of CMU contained herein, accepts, all of CMU's right, title and interest throughout the world to the Transferred Assets (excluding the Funded Patent and Know-How) (including, without limitation, all of CMU's Conveyed Intellectual Property Rights in and to such Transferred Assets), including, without limitation, all rights of action against third parties CMU had, has or may have in the future based thereon.
Assignment of Transferred Assets. Seller hereby assigns and transfers to Buyer, effective at the Closing, all of Seller's right, title and interest in and to the Transferred Assets.
Assignment of Transferred Assets. (a) On the terms and subject to the conditions set forth in this Agreement and as partial consideration for the amounts payable by Axxxxxx to EyePoint under this Agreement, effective as of the applicable Transfer Date, EyePoint agrees to transfer, convey, assign and deliver to Alimera, and hereby transfers, conveys, assigns and delivers to Alimera, free and clear of all Liens, all of the Transferred Assets and, subject to the receipt of any Transferred Contract Consent, each Transferred Contract, and Axxxxxx hereby accepts all of the Transferred Assets and each such Transferred Contract.
(b) All assets, properties, rights and interests of EyePoint not specifically included in the Transferred Assets and the Transferred Contracts, including the Excluded Assets, are expressly excluded from the transfer, conveyance, assignment and delivery contemplated hereby and as such are not included in the Transferred Assets and the Transferred Contracts and shall remain the assets, properties, rights and interests of EyePoint.
(c) To the extent that any of the Transferred Assets or Transferred Contracts are owned or leased by or under the control of or in the name of any of EyePoint’s Affiliates, EyePoint shall cause such Affiliates to [***]take such action as may be necessary to consummate the transfer to Alimera of such Transferred Assets and Transferred Contracts under terms and conditions which are consistent with, and subject to the terms of, this Agreement.
Assignment of Transferred Assets. On the terms and subject to the conditions set forth in this Agreement and as partial consideration for the amounts payable by Axxxxxx to EyePoint under this Agreement, effective as of the applicable Transfer Date, EyePoint agrees to transfer, convey, assign and deliver to Alimera, and hereby transfers, conveys, assigns and delivers to Alimera, free and clear of all Liens, all of the Transferred Assets and, subject to the receipt of any Transferred Contract Consent, each Transferred Contract, and Axxxxxx hereby accepts all of the Transferred Assets and each such Transferred Contract.
Assignment of Transferred Assets. Assignor hereby unconditionally and irrevocably assigns, transfers, conveys, and delivers to Assignee, its successors and assigns, all its right, title, and interest in, to, and under the Transferred Assets, said Transferred Assets set forth herein in Exhibit A, being the Provisional Patent relating to “High Throughput Cell Screening” and “Grin Ultra Ltd.”, its Israeli subsidiary; and any reissues, reexaminations, renewals, continuations, continuations-in-part, divisions, substitute applications thereof, and the like, and any extensions thereof, and all patents worldwide that may be granted thereon, together with the right to file such applications and the right to claim for the same the priority rights derived from such patent application under the laws of the United States and its territorial possessions, the International Convention for the Protection of Industrial Property, or any other international agreement or the domestic laws of the country in which any such application is filed, as may be applicable, to be held and enjoyed by Assignee for its own use and enjoyment, and for the use and enjoyment of its successors and assigns, to the end of the term or terms for which such patents may be granted or reissued, as fully and entirely as the same would have been held and enjoyed by Assignor if this assignment and sale had not been made. All other current Patents, IP, business and contracts currently residing with Assignor shall remain therein, and are unaffected by, and not part of this Agreement.
Assignment of Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Purchaser thereunder. Sellers and Purchaser will use reasonable efforts (but without any payment of money by either Seller or Purchaser) to obtain the consent of the other parties to any such Transferred Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser as Purchaser may request (provided, however, that receipt of consents with respect to certain Assumed Contracts are a condition to closing as provided in Section 6.1(c)). If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of either Seller thereunder so that Purchaser would not in fact receive all such rights, Sellers and Purchaser will cooperate in a mutually agreeable arrangement under which Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Purchaser, or under which Sellers would enforce for the benefit of Purchaser, with Purchaser assuming such Sellers' obligations, any and all rights of Sellers against a third party thereto. Sellers will promptly pay to Purchaser when received all monies received by a Seller under any Transferred Asset or any claim or right or any benefit arising thereunder that is not assigned pursuant to this Section 1.6, less any reasonable out-of-pocket costs or expenses related thereto.
