Assignment to Epizyme Sample Clauses

Assignment to Epizyme. Epizyme shall own all Epizyme Combination Therapy IP, Epizyme IP, and Epizyme Manufacturing IP. Unless prohibited by Applicable Law, Hutchmed will assign and hereby does assign to Epizyme, and Epizyme hereby accepts such assignment of, all of Hutchmed’s rights, title and interests in and to any and all inventions or discoveries conceived, identified, discovered, authored, developed, or reduced to practice solely or jointly by or on behalf of any Hutchmed Entity, and any Patent Rights thereon, included in (i) Epizyme Combination Therapy IP, (ii) Epizyme IP, and (iii) Epizyme Manufacturing IP. In the case of such assignment, Hutchmed shall, with Epizyme bearing Hutchmed’s reasonable Out-of-Pocket Costs for such assignment, obtain all necessary assignment documents for Epizyme, render all signatures that shall be necessary for the relevant patent filings and assist Epizyme in all other reasonable ways that are necessary for the Prosecution of the Patent Rights assigned to Epizyme pursuant to this Section 11.1(b). In the event that (A) Applicable Law prohibits the assignment to Epizyme ​ of inventions, discoveries, or Patent Rights included in Epizyme Combination Therapy IP, Epizyme IP, or Epizyme Manufacturing IP, then in lieu of the assignment of such inventions, discoveries, or Patent Rights to Epizyme, Hutchmed will grant and hereby grants to Epizyme, without cost to Epizyme, as broad, exclusive and unrestricted license to, with the broadest enforcement rights with respect to, such inventions, discoveries, or Patent Rights as allowable under Applicable Law, or (B) despite the good faith efforts of Hutchmed to obtain an assignment obligation from a Hutchmed Entity (other than Hutchmed), the Hutchmed Entity (other than Hutchmed) does not agree to an assignment to Epizyme of inventions, discoveries, or Patent Rights included in Epizyme Combination Therapy IP, Epizyme IP, or Epizyme Manufacturing IP (other than intellectual property rights constituting improvements to such Hutchmed Entity’s background intellectual property), then in lieu of the assignment of such inventions, discoveries, or Patent Rights to Epizyme, Hutchmed will obtain from the Hutchmed Entity the rights necessary to grant to Epizyme and Hutchmed will grant and hereby grants to Epizyme, without cost to Epizyme, as broad, exclusive and unrestricted a license to, with the broadest enforcement rights with respect to, such inventions, discoveries, or Patent Rights (other than intellectual propert...
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Related to Assignment to Epizyme

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