Assignment Re: Intellectual Property Clause Samples

Assignment Re: Intellectual Property. If, notwithstanding sections 10.1, 10.2 and 10.3, either party (the “Assigning Party”) retains, acquires or owns any right, title or interest, including any Intellectual Property Rights, in or to anything that is to be owned by the other party (the “Assignee Party”) pursuant to section 10.1, 10.2 or 10.3 (the “Assigned Intellectual Property”), then the Assigning Party shall assign, and for no further consideration and without any further act or formality does hereby irrevocably assign, to the Assignee Party all of the Assigning Party’s worldwide right, title and interest in and to the Assigned Intellectual Property, including all Intellectual Property Rights therein, free and clear of all Liens, but subject to any licenses granted by the Assignee Party to the Assigning Party pursuant to this Agreement. If and to the extent that the assignment pursuant to this section 10.4 is not effective on the date hereof or on any future date, either generally or pursuant to the laws of any jurisdiction, then any and all right, title and interest, including Intellectual Property Rights, in and to the Assigned Intellectual Property that is retained, acquired or owned by the Assigning Party (collectively, the “Trust Rights”), shall be held by the Assigning Party in trust for the exclusive benefit and use of the Assignee Party, except for any licenses granted by the Assignee Party to the Assigning Party pursuant to this Agreement, and the Assigning Party shall execute and deliver to the Assignee Party such transfers, assignments, documents and instruments as may be necessary to transfer and assign to the Assignee Party the Trust Rights, free and clear of all Liens, promptly upon receipt thereof from the Assignee Party, and shall otherwise cooperate with the Assignee Party to give effect to, record and register the Assignee Party’s ownership of the Trust Rights.