Transfer of IP Assets Sample Clauses

Transfer of IP Assets. Seller shall deliver the tangible, including electronic, embodiments of all elements of intellectual property rights, materials and Technology that are Seller Intellectual Property (such tangible, including electronic, embodiments collectively, the “Intellectual Property Assets”) through the transfer of facilities, personal property contained therein, and Transferred Employees prior to or at Closing. Without limiting the generality of the foregoing, with respect to any Intellectual Property Assets that, through inadvertence or for any other reason, are not delivered via the transfer of facilities, personal property contained therein, and Transferred Employees, Seller shall promptly deliver, at no charge, such assets following the Closing to those locations reasonably designated by Buyer. If Seller discovers Intellectual Property Assets that were required to be, but were not, delivered to Buyer prior to or at Closing, Seller shall promptly inform Buyer of any such error and promptly deliver, at no charge, all such Intellectual Property Assets to those locations reasonably designated by Buyer. If Buyer discovers that it did not receive any of the Intellectual Property Assets that were required to be delivered, Seller shall promptly deliver, at no charge, such Intellectual Property Assets to the locations reasonably designated by Buyer upon receiving written notice thereof from Buyer.
Sample 1
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Transfer of IP Assets. Under the terms and conditions of this Agreement, the Company hereby absolutely and irrevocably (except as set forth in Section 1.4 (Company Repurchase Option) sells, assigns, grants, transfers, and delivers to OAHL and OAHL hereby purchases and accepts from the Company as of the Sale Date the exclusive right, title and interest in the People’s Republic of China (the “PRC”) in and to all of the CoSense PRC IP Assets that are owned by the Company (including but not limited to the CoSense PRC IP Assets listed on Exhibit A attached hereto and the Future IP Assets (as defined below)) free and clear of all charge, claim, community property interest, condition, easement, covenant, warrant, demand, encumbrance, equitable interest, lien, mortgage, option, purchase right, pledge, security interest, right of first refusal, license, assignment, or other right of third parties or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership (collectively, “Encumbrances”), other than (if and to the extent applicable) the International Distribution Agreement effective February 1, 2016 (the “PRC Distribution Agreement”), by and between Capnia UK Limited, a corporation registered under the laws of England and Wales and a wholly-owned subsidiary of the Company and Shanghai CiiC Science and Technology Development Company (“PRC Distributor”). For any and all Future IP Assets (as defined below), the Company agrees to assign and hereby assigns to OAHL (i) in the case of Future IP Assets created in the PRC, the exclusive right to apply for registration worldwide with respect to such Future IP Assets; (ii) in the case of Future IP Assets other than those described in the foregoing subclause (i), the exclusive right to apply for registration in respect of such Future IP Assets in the PRC; and (iii) the worldwide right, title and interest in and to all other Intellectual Property rights in and to such Future IP Assets relating to the Business in the PRC, in each case including without limitation trade secrets, source codes protected as trade secrets, and unregistered copyrights and in each case free and clear of any Encumbrances other than (if and to the extent applicable) the PRC Distribution Agreement. The sale, assignment, grant, transfer and deliverance to OAHL contemplated hereunder shall not be terminated for any failure of OAHL to exercise such transferred rights in whole or in part. All right,...
Sample 1
Transfer of IP Assets. (a) the Company irrevocably agrees to assign and transfer, and hereby assigns and transfers to OAHL all rights (including, without limitation, all economic and commercialization rights) that can be assigned pursuant to Section 1.1 (Transfer of IP Assets) to the fullest extent permissible; and (b) the Company irrevocably agrees to grant, and hereby grants, OAHL an unlimited, exclusive, irrevocable, assignable, transferable, sublicenseable, worldwide, perpetual, royalty-free license to use, exploit and commercialize in any manner now known or in the future discovered and for whatever purpose, any rights to CoSense PRC IP Assets that cannot be assigned as contemplated by Section 1.1 (
Sample 1

Related to Transfer of IP Assets

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Transfer of Know-How To facilitate Licensee’s accomplishment of the responsibilities set forth in Section 4.01 above, within thirty (30) days of the Effective Date of this Agreement GenuPro shall in good faith supply Licensee with copies of the GenuPro Know-How, Lilly Know-How and Lilly Manufacturing Know-How pertinent to the development of the GenuPro Compound in the Field that GenuPro is able to provide using commercially reasonable efforts and which is in the possession of GenuPro on the Effective Date, and shall transfer to Licensee the legal title to any IND on the GenuPro Compound presently on file in GenuPro’s name with the FDA and any comparable filings in other countries of the Territory. GenuPro shall also facilitate transfer of GenuPro Compound manufacturing-related information (including any associated quality and analytical information) to Licensee from those Third Parties from which GenuPro or PPD has received quotations for manufacturing GenuPro Compound that GenuPro is not under any obligation to keep confidential from a third party. GenuPro will provide Licensee with all relevant information available and known to GenuPro or PPD concerning the safety, handling, use, disposal and environmental effects of the GenuPro Compound or as may be useful to Licensee to conduct the Project, including but not limited to any communications with regulatory agencies. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

  • Transfer of Intellectual Property The Executive hereby agrees to transfer to the Company and/or its subsidiaries and consolidated affiliated entities all intellectual property rights in the works created during the Employment or other intellectual property rights deemed to be occupational works in accordance with applicable laws and regulations (the “Occupational Works”). The “intellectual property rights” as referred to in this Agreement means all current and future intellectual property rights, including but not limited to patent rights, trademarks or copyrights in any country, whether registered or not. The Executive agrees that, throughout the course of the Employment and at all times thereafter, the Executive shall execute necessary documents and take necessary action to implement transfer of the Occupational Works to the Company or its consolidated affiliated entities. The Executive acknowledged that the Company shall, where permitted by applicable laws and regulations, hold all rights and interests in the Occupational Works, including any patent or copyrights. The Executive further agrees that, throughout the course of the Employment and at all times thereafter, the Executive and his or her heirs, assignees and representatives will, upon the Company’s requests, assign exclusively to the Company or any of its subsidiaries and consolidated affiliated entities any right, title and interest in the Occupational Work and assist in the preparation and execution of all applications and instruments and carry out other tasks or procedures necessary in accordance with applicable laws and regulations for the Company to obtain and maintain the patent and other intellectual property right in any applicable jurisdictions and/or protecting the rights and interests of the Company and/or any of its subsidiaries and consolidated affiliated entities in the Occupational Works.

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign, and deliver to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s rights, title and interests in and to the Assets.

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • Transfer of Assets Sell, transfer, lease, or otherwise dispose of any of its assets, except in the ordinary course of business.

  • Transfer of Equity Interest Upon each exercise of the Option under this Agreement:

  • Transfer of Licenses Lessee shall use reasonable efforts (i) to transfer to Lessor or Lessor’s nominee all licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental entities, that may be necessary for the operation of the Hotel (collectively, “Licenses”), or (ii) if such transfer is prohibited by law or Lessor otherwise elects, to cooperate with Lessor or Lessor’s nominee in connection with the processing by Lessor or Lessor’s nominee of any applications for, all Licenses; provided, in either case, that the costs and expenses of any such transfer or the processing of any such application shall be paid by Lessor or Lessor’s nominee.

  • Transfer of Technology Upon AVENTIS' request, GENTA shall promptly disclose to AVENTIS such of the GENTA TECHNOLOGY as AVENTIS determines is reasonably necessary for AVENTIS to perform its obligations or exercise its rights under this AGREEMENT. The manner of such disclosure shall be as mutually determined by the Parties in good faith and shall be at no additional cost to AVENTIS.

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

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