Assumption of IP Sample Clauses

Assumption of IP. As of the Effective Date, Assignee hereby accepts the assignment of the Assigned IP and assumes all rights of the Assignors therein.
Sample 1
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Assumption of IP. If Ginkgo decides to abandon the prosecution or maintenance of any patent family or issued patent that is Foreground IP in such a manner as to irretrievably abandon rights in such patent family or patent in any particular jurisdiction, then it shall provide notice of such abandonment to Cronos, and Cronos will have an option to assume responsibility for filing, prosecuting and maintaining such patent family or patent in that jurisdiction at Cronos’ own expense. If Cronos exercises such option, (i) Ginkgo will assign and Cronos will acquire all right, title, and interest to Intellectual Property in, to and embodied by such patent families and patents in that jurisdiction, and (ii) Cronos will grant Ginkgo (1) a royalty-free, perpetual, worldwide, exclusive, sublicensable right to use the Intellectual Property embodied by such patent families and patents for the purposes of performing work under a TDP and (2) a royalty-free, perpetual, worldwide, exclusive, sublicensable right to use the Intellectual Property in, to and embodied by such patent families and patents for the Development, Scale Up, Manufacture, and Commercialization of any substance that is not a Target Cannabinoid. For clarity, the abandonment of a pending application does not trigger the provision of this section unless there are no other pending members of the same patent family in that jurisdiction.
Sample 1
Assumption of IP. If Ginkgo decides to abandon the prosecution or maintenance of any patent family or issued patent that is Foreground IP in such a manner as to irretrievably abandon rights in such patent family or patent in any particular jurisdiction, then it shall provide notice of such abandonment to Cronos, and Cronos will have an option to assume responsibility for filing, prosecuting and maintaining such patent family or patent in that jurisdiction, in Ginkgo’s name and at Cronos’ sole cost and expense. If Cronos decides to undertake such assumption, Cronos will consult reasonably with Ginkgo on (i) the subject matter and contents to claim in such patent family or patent, and (ii) responses to office actions received from patent offices in connection with such patent family or patent, in each case, to ensure harmony with the remainder of the Foreground IP still being prosecuted and maintained by Ginkgo. For clarity, the abandonment of a pending patent application does not trigger the provision of this section unless there are no other pending members of the same patent family in that jurisdiction.
Sample 1

Related to Assumption of IP

  • Assumption of Agreements Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

  • Patent Assignment Seller hereby sells, assigns, transfers and conveys to Purchaser all right, title and interest it has in and to the Patents and all inventions and discoveries described therein, including without limitation, all rights of Seller under the Assignment Agreements, and all rights of Seller to collect royalties under such Patents.

  • Assumption of Obligations Any buyer or transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor's obligation hereunder. Each Broker shall be a third party beneficiary of the provisions of Paragraphs 1.10, 15, 22 and 31. If Lessor fails to pay to a Broker any amounts due as and for commissions pertaining to this Lease when due, then such amounts shall accrue Interest. In addition, if Lessor fails to pay any amounts to Lessee's Broker when due, Lessee's Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within ten (10) days after said notice, Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee's Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor's Broker.

  • Assignment; Assumption by Successor The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption shall relieve the Company of its obligations hereunder. As used in this Agreement, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

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