IP Assignments. Except as would not reasonably be expected to have a Company Xxxxx Xxxxxxxx Adverse Effect, each Person who contributed to or was involved in the creation or development of any material Company Group Owned Intellectual Property Rights for the Group Companies has signed an agreement assigning to such Group Company ownership of all right, title and interest of such Persons in such Company Group Owned Intellectual Property Rights.
IP Assignments. 4.5.1 ADAGENE agrees to assign and hereby assigns all IP in the ADCT New IP and the ADCT Platform Improvements (in each case together with all IP Rights therein) to ADCT or its designee and will provide all necessary assistance and execute any IP assignment document, or other document, reasonably requested by ADCT, at ADCT’s cost, in each case that is reasonably necessary to give effect to Sections 4.3. ADAGENE acknowledges and agrees that ADCT may be bound by certain IP assignment obligations towards ADCT’s Third Party licensor(s), including in particular with regards to any IP relating to PBDs and ADCs, including the Conjugated Materials, and ADAGENE agrees to not take any action which would prevent ADCT from complying with its assignment obligations thereto.
IP Assignments. It shall be the BUYER’s responsibility to take care, at its own expense, of all formalities relating to the transfer of the Business IP, including the preparation and recording of assignments and BUYER will designate firms of patent and trademark assignments for this purpose. SELLER shall provide at its own expense all reasonable assistance for this purpose, including executing documents necessary for such transfer and assignment.
IP Assignments. Seller shall have entered into the Assignment of Intellectual Property, attached hereto as Exhibit D.
IP Assignments. The Company will record, or cause to be recorded, in the United States Patent and Trademark Office the assignment of Patent # 5474890 by the holder thereof to the Company’s Subsidiary within 90 days of the Closing Date.
IP Assignments. Except as would not reasonably be expected to have a Parent Material Adverse Effect, each Person who contributed to or was involved in the creation or development of any material Holdings Intellectual Property Rights for Holdings or any of its Subsidiaries has signed an agreement sufficient to transfer to such Holdings or Subsidiary ownership of all right, title and interest of such Persons in such Holdings Intellectual Property Rights.
IP Assignments. Each current and former employee, officer, consultant and contractor of the Company or any of its Subsidiaries, or Person retained by the Company or any of its Subsidiaries to perform any development (alone or with others) of any Company Intellectual Property, or has or previously had access to any Trade Secrets included in the Company Intellectual Property (each of the foregoing, a “Subject Person”), has executed and delivered to the Company or one of its Subsidiaries sufficient employment, consulting or contractor agreements, non-disclosure agreements, and invention assignment agreements that (1) irrevocably and perpetually assign to the Company or one of its Subsidiaries all worldwide right, title and interest in and to any Intellectual Property and Intellectual Property Rights arising from that Person’s work for or on behalf of the Company or such Subsidiary, (2) waive any right to receive any further compensation with respect to such assignment and (3) provide reasonable protection for the Trade Secrets of the Company and its Subsidiaries. The Company has no Knowledge that any Subject Person is in default or breach of any material term of any employment, consulting or contractor agreement, non-disclosure agreement, assignment agreement, or similar agreement. No Subject Person has any ownership, license or other right, title or interest, directly or indirectly, in whole or in part, in any Company Intellectual Property.
IP Assignments. The Seller shall have delivered executed assignment of inventions agreements from each of the individuals set forth on Exhibit G in form proposed by Acquirer and reasonably satisfactory to Seller duly executed by the Acquired Companies.
IP Assignments. On or prior to the Closing, the Company shall deliver any assignments necessary to transfer to the Company any Intellectual Property that should be Company IP, as Novus requests.
IP Assignments. Seller shall have entered into the Patent, Trademark and Software Assignment Agreements, the forms of which are attached hereto as Exhibit F-1(a), F-1(b), F-1(c), F-1(d), F-1(e), F-2, and F-3, respectively (the “Patent, Trademark and Software Assignment Agreements”).
