Purchase and Sale of Patent. At the Closing (as defined below), the Seller hereby agrees to sell, transfer and deliver to the Buyer, and the Buyer hereby agrees to purchase and pay for, all of the Seller’s right, title and interest in and to the Patent, including (i) all rights, claims, credits, judgments, choses in action, or rights for past, present or future infringement against third parties relating to the Patent, (ii) all inventions (whether patentable or unpatentable and whether or not reduced to practice), improvements thereto, and patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (iii) all trademarks, service marks, trade dress, logos, and trade names (whether or not registered), together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (iv) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connections therewith, (v) all trade secrets and confidential business information (including research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, and specifications), (vi) all computer software (including data and related documentation), (vii) all other proprietary rights, and (viii) all copies and tangible embodiments thereof (in whatever form or medium), in the case of each of (i) through (viii), if and solely to the extent that they (1) directly relate to, directly describe or directly involve the technology described in the Patent, (2) are, to the Seller’s Knowledge (as defined below), in the actual possession of the Seller, and (3) do not violate any of the Ancillary Agreements (as defined below). All of the foregoing are referred to herein as the “Acquired Patent.” The Seller makes no representations or warranties as to what, if anything, is in its possession with respect to the foregoing, other than the actual Patent. The term “Seller’s Knowledge” means the actual knowledge of Seller’s chief executive officer or chief operating officer, without independent inquiry or investigation.
Purchase and Sale of Patent. Effective as of the Closing Date and subject to the fulfillment of the Parties’ obligations set forth in Sections 3.2 and 3.3 below, Seller hereby sells, assigns, transfers, and sets over unto Purchaser its entire right, title and interest in and to all of the Assigned Patent, including all past, present and future causes of actions and claims for damages derived by reason of patent infringement thereof for Purchaser’s own use and for the use of its assigns, successors, and legal representatives, to the full end of the term of each of the Assigned Patent. To evidence the assignment of the Assigned Patent, Seller shall execute a patent assignment document (“Patent Assignment”) for the Assigned Patent. Notwithstanding the foregoing assignment, in the event that the Closing is not consummated within sixty (60) calendar days from the Effective Date, Seller shall have the right, in its sole discretion, to terminate this Agreement including all obligations of Seller and all rights of Purchaser set forth in this Agreement.
Purchase and Sale of Patent. Effective as of the Closing Date and subject to the fulfillment of the Parties’ obligations set forth in Section 4 below, Seller hereby sells, assigns, transfers, and sets over unto Purchaser its entire right, title and interest in and to the Assigned Patent.
