Common use of Ownership and Encumbrances Clause in Contracts

Ownership and Encumbrances. (a) Seller is the sole legal and beneficial owner of all right, title and interest, and has valid title, to all the Assigned Patents (including all rights to sue and collect damages for past, present and future infringement), free and clear of any Encumbrances, except as set forth in Exhibit C (“Encumbrances”), attached hereto and incorporated herein. Except as set forth in Exhibit C, upon transfer of the Assigned Patents from Seller to Purchaser hereunder, none of the Assigned Patents will be subject to any restrictions with respect to the transfer or licensing of such Patents or is subject, or will be subject, to any Encumbrance as a result of any facts, circumstances or agreements existing before the Effective Date. To the extent any exceptions to the foregoing are listed on Exhibit C, such exhibit includes a complete and accurate list and description of all Encumbrances, including, but not limited to, any relevant dates and parties. (b) The Assigned Patents are not subject to any exclusive Grant to a third party. (c) Except as set forth on Exhibit C, Purchaser will not be subject to any covenant not to sue, license or other similar restriction on its enforcement or enjoyment of the Assigned Patents as a result of any prior transaction related to the Assigned Patents. (d) Seller has provided Purchaser with complete copies of all documentation reflecting the Encumbrances identified in Exhibit C and all such copies are complete in all material respects and no information has been deleted, omitted or redacted from such copies. (e) Except for Purchaser, there are no existing contracts, agreements, options, commitments, proposals, bids, offers, or rights with, to, or in any person to acquire any of the Assigned Patents. (f) As of the Effective Date, none of Seller, except as expressly set forth in Section 2.3 above, any prior owner of the Assigned Patents, or any Inventor will have any right or interest in and to any of the Assigned Patents. (g) Any Grant currently in effect with respect to the Assigned Patents does not provide sublicensing rights.

Ownership and Encumbrances. (a) Seller is the sole legal and beneficial owner of all right, title and interest, and has valid title, to all the Assigned Patents (including all rights to sue sxx and collect damages for past, present and future infringement), free and clear of any Encumbrances, except as set forth in Exhibit C (“Encumbrances”), attached hereto and incorporated herein. Except as set forth in Exhibit C, upon transfer of the Assigned Patents from Seller to Purchaser hereunder, none of the Assigned Patents will be subject to any restrictions with respect to the transfer or licensing of such Patents or is subject, or will be subject, to any Encumbrance as a result of any facts, circumstances or agreements existing before the Effective Date. To the extent any exceptions to the foregoing are listed on Exhibit C, such exhibit includes a complete and accurate list and description of all Encumbrances, including, but not limited to, any relevant dates and parties. (b) The Assigned Patents are not subject to any exclusive Grant to a third party. (c) Except as set forth on Exhibit C, Purchaser will not be subject to any covenant not to suesxx, license or other similar restriction on its enforcement or enjoyment of the Assigned Patents as a result of any prior transaction related to the Assigned Patents. (d) Seller has provided Purchaser with complete copies of all documentation reflecting the Encumbrances identified in Exhibit C and all such copies are complete in all material respects and no information has been deleted, omitted or redacted from such copies. (e) Except for Purchaser, there are no existing contracts, agreements, options, commitments, proposals, bids, offers, or rights with, to, or in any person to acquire any of the Assigned Patents. (f) As of the Effective Date, none of Seller, except as expressly set forth in Section 2.3 above, any prior owner of the Assigned Patents, or any Inventor will have any right or interest in and to any of the Assigned Patents. (g) Any Grant currently in effect with respect to the Assigned Patents does not provide sublicensing rights.

Ownership and Encumbrances. (a) Seller is the sole legal and beneficial owner of all right, title and interest, and has valid title, to all the Assigned Patents (including all rights to sue xxx and collect damages for past, present and future infringement), free and clear of any Encumbrances, except as set forth in Exhibit C (“Encumbrances”), attached hereto and incorporated herein. Except as set forth in Exhibit C, upon transfer of the Assigned Patents from Seller to Purchaser hereunder, none of the Assigned Patents will be subject to any restrictions with respect to the transfer or licensing of such Patents or is subject, or will be subject, to any Encumbrance as a result of any facts, circumstances or agreements existing before the Effective Date. To the extent any exceptions to the foregoing are listed on Exhibit C, such exhibit includes a complete and accurate list and description of all Encumbrances, including, but not limited to, any relevant dates and parties. (b) The Assigned Patents are not subject to any exclusive Grant to a third party. (c) Except as set forth on Exhibit C, Purchaser will not be subject to any covenant not to suexxx, license or other similar restriction on its enforcement or enjoyment of the Assigned Patents as a result of any prior transaction related to the Assigned Patents. (d) Seller has provided Purchaser with complete copies of all documentation reflecting the Encumbrances identified in Exhibit C and all such copies are complete in all material respects and no information has been deleted, omitted or redacted from such copies. (e) Except for Purchaser, there are no existing contracts, agreements, options, commitments, proposals, bids, offers, or rights with, to, or in any person to acquire any of the Assigned Patents. (f) As of the Effective Date, none of Seller, except as expressly set forth in Section 2.3 above, any prior owner of the Assigned Patents, or any Inventor will have any right or interest in and to any of the Assigned Patents. (g) Any Grant currently in effect with respect to the Assigned Patents does not provide sublicensing rights.

Ownership and Encumbrances. (a) Seller is the sole legal and beneficial owner of all right, title and interest, and has valid title, to all the Assigned Patents and the Animal Studies (including all rights to sue and collect damages for past, present and future infringement), free and clear of any Encumbrances, except as set forth in Exhibit C (“Encumbrances”), attached hereto and incorporated herein. Except as set forth in Exhibit C, upon Upon transfer of the Assigned Patents and the Animal Studies from Seller to Purchaser hereunder, none of the Assigned Patents or Animal Studies will be subject to any restrictions whatsoever, including without limitation, with respect to the transfer or licensing of such Patents or is subjectthe research of the Animal Studies, or will be subject, to any Encumbrance as a result of any facts, circumstances or agreements existing before the Effective Date. To the extent any exceptions to the foregoing are listed on Exhibit C, such exhibit includes a complete and accurate list and description of all Encumbrances, including, but not limited to, any relevant dates and parties. (b) The Neither (i) the Assigned Patents nor (ii) the Animal Studies, including any research, the use thereof or the right to commercialize the same, are not subject to any exclusive Grant to a third party. (c) Except as set forth on Exhibit C, Purchaser will not be subject to any covenant not to sue, license or other similar restriction on its enforcement or enjoyment of the Assigned Patents or the Animal Studies as a result of any prior transaction related to the Assigned Patentsthereto. (d) Seller has provided Purchaser with complete copies of all documentation reflecting the Encumbrances identified in Exhibit C and all such copies are complete in all material respects and no information has been deleted, omitted or redacted from such copies. (e) Except for Purchaser, there are no existing contracts, agreements, options, commitments, proposals, bids, offers, or rights with, to, or in any person to acquire any of the Assigned PatentsPatents or any of the research of the Animal Studies. (fe) As of the Effective Date, none of Seller, except as expressly set forth in Section 2.3 aboveSeller or any of its Affiliates, any prior owner of the Assigned Patents, or any Inventor will have any right or interest in and to any of the Assigned PatentsPatents or the Animal Studies. (f) All personnel, including employees, agents, consultants, and contractors of the Seller who have contributed to or participated in the conception and development of the Assigned Patents and the Animal Studies either: (i) have been party to a work-for-hire relationship with Seller that has accorded Seller full, effective, and exclusive original ownership of all tangible and intangible property arising with respect to the Assigned Patents and the Animal Studies; or (ii) have executed appropriate instruments of assignment in favor of Sxxxxx as assignee that have conveyed to Seller full, effective, and exclusive ownership of all rights, title, interest, and tangible and intangible property thereby arising with respect to the Assigned Patent and the Animal Studies. (g) Any Grant currently There are no agreements or arrangements in effect with respect to the marketing, distribution, licensing, or promotion of the Assigned Patents does not provide sublicensing rightsor the Animal Studies by any independent salesperson, distributor, sublicense, or other remarketer or sales organization.