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.
4.5.2 ADCT agrees to assign and hereby assigns all IP in the ADAGENE Platform Improvements to ADAGENE or its designee and will provide all necessary assistance and execute any IP assignment document, or other document, reasonably requested by ADAGENE, at ADAGENE’s cost, in each case that is reasonably necessary to give effect to Sections 43. 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. The Seller Parties shall have obtained and delivered to the Purchaser a proprietary information, confidentiality and assignment agreement in form and substance satisfactory to the Purchaser in its sole discretion executed by each of their existing or former employees, consultants and contractors who have been involved in the creation, development, or adaption of any of the Company Intellectual Property (including trade secrets) or who contributed any intellectual property that constitutes a part of the Company Intellectual Property (including trade secrets).
IP Assignments. Recordable assignment agreements with respect to the Registered IP and such bills of sale, endorsements, assignments, business transfer agreements and other documents as may reasonably be necessary or appropriate to assign, convey, transfer and deliver to the Purchaser or an affiliate of the Purchaser good and valid title to such Transferred Assets free and clear of any Encumbrances.
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. Assignments, in form and substance reasonably acceptable to Buyer and Seller and, if applicable, as required by any Governmental Authority with which Seller’s or any of its Affiliates’ rights to any Assigned Intellectual Property have been filed, assigning to Buyer the Assigned Intellectual Property.
IP Assignments. In each case in which the Company or any of its Subsidiaries has acquired or sought to acquire any ownership of Intellectual Property Rights pertaining to Company’s Technology or Company Intellectual Property, from any Person, including as a result of engaging any Person to develop or create any Technology or such Intellectual Property Rights for the Company or any of its Subsidiaries, the Company or a Subsidiary thereof, as the case may be, has obtained a valid and enforceable assignment sufficient to irrevocably transfer all rights and title in such Intellectual Property Rights (including the right to seek past and future damages with respect thereto) to the Company or a Subsidiary thereof, as the case may be. The Company or a Subsidiary thereof, as the case may be, has the sole and exclusive right to bring a claim or suit against a third party for infringement, misappropriation or violation of any Company Intellectual Property and to collect any damages or other amounts payable by such third party to the Company or to any of its Subsidiaries as a result thereof.
IP Assignments. Except as set forth in Section 2.10(i) of the Disclosure Schedule, each Person who has contributed to the development of any Company Owned Intellectual Property (but excluding the Neurologix Assets) has executed a valid and binding written agreement expressly assigning to the Company all right, title and interest in any inventions and works of authorship, whether or not patentable, invented, created, developed, conceived and/or reduced to practice during the term of such Person’s engagement with the Company, and all Intellectual Property rights therein.
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 who is or has been involved in the development (alone or with others) of any Owned Company Intellectual Property included in the Company Intellectual Property, has executed and delivered to the Company or one its Subsidiaries sufficient employment, consulting or contractor agreements, non-disclosure agreements, and invention assignment agreements that (1) assign to the Company or one its Subsidiaries all right, title and interest in and to any Intellectual Property and Intellectual Property Rights arising from or developed or delivered to the Company or such Subsidiary in connection with such 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 of Intellectual Property Rights and (3) provide reasonable protection for the Trade Secrets of the Company and its Subsidiaries. To the Knowledge of the Company, no current or former employee, officer, consultant or contractor of the Company or any of its Subsidiaries is in default or breach of any term of any employment, consulting or contractor agreement, non-disclosure agreement, assignment agreement, or similar agreement. No present or former employee, officer, consultant or contractor of the Company or any of its Subsidiaries has any ownership, license or other right, title or interest, directly or indirectly, in whole or in part, in any Company Intellectual Property. In each case in which the Company or one its Subsidiaries has acquired ownership (or claimed or purported to acquire ownership) of any Intellectual Property or Intellectual Property Rights from any Person (including any employee, officer, consultant or contractor of the Company), the Company or such Subsidiary has obtained a valid and enforceable assignment sufficient to irrevocably transfer ownership of and all rights with respect to such Intellectual Property or Intellectual Property Rights to the Company or such Subsidiary.
