Assignment and Royalty Agreement definition

Assignment and Royalty Agreement means that certain Assignment Agreement entered into between the Sellers and the Company prior to or simultaneously with the execution hereof to assign the Company Intellectual Property from such Sellers to the Company in the form attached hereto as Exhibit A to this Agreement, and document the payment of certain running royalties by the Company relating solely to the Company Intellectual Property acquired hereunder.
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Assignment and Royalty Agreement means Section 4.2 of that Assignment and Royalty Agreement dated as of May 27, 1999 by and between American Home Products Corporation, represented by its Wyeth-Ayerst Laboratories Division (“AHPC”) and Ares.
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Examples of Assignment and Royalty Agreement in a sentence

  • The annual lease commitments under the lease are as follows: Within one year On April 15, 2011, the Company entered into an Assignment and Royalty Agreement (the “Agreement”) with Lithium Ion Power LLC (“LIP”) and Teresita F.

  • The Company has determined that the cash and share consideration paid for the Amended IP Assignment and Royalty Agreement, along with the costs of the research contract, do not qualify as development costs.

  • The Original IP Assignment and Royalty Agreement assigns Leyton’s invention known as “Novel Immunoconjugates with cholic acid nuclear localization sequence peptide and uses thereof” (the “Accum Invention”) and any related intellectual property to the Company.

  • On April 15, 2011, the Company entered into an Assignment and Royalty Agreement (the “Agreement”) with Lithium Ion Power LLC (“LIP”) and Teresita F.

  • Between the execution of this Agreement and the Closing, there shall be no termination of the Assignment and Royalty Agreement by any party thereto.

  • This Assignment and Royalty Agreement shall be governed by and construed in accordance with the internal laws of the State of California regardless of the laws that might otherwise govern under principles of conflict of laws applicable thereto.

  • Other than the Assignment and Royalty Agreement, there are no other royalty or licensing agreements relating to the Company or any Subsidiary of the Company or the Company Intellectual Property or other arrangements or amounts owed to any third parties with respect thereto or under any other similar agreements or arrangements, whether conditioned on the achievement of milestones, passage of time or otherwise.

  • Sellers hereby agree and acknowledge that Buyer may, at its sole discretion, offset any or all amounts of Losses against any amounts otherwise payable in connection herewith to any Seller or any Affiliate of such Seller, including without limitation any amounts payable under the Assignment and Royalty Agreement; provided, however, that with respect to any indemnification claim made under Section 9.02(a) the aggregate amount of set-off shall not exceed the Cap.

  • The Company and Two Dog Net, Inc., a Utah corporation, (“Two Dog”) shall have entered into an Assignment and Royalty Agreement, substantially in the form attached hereto as Exhibit A, as of the date hereof and such Assignment and Royalty Agreement shall be in full force and effect as of the Closing .

  • This interpretation would mean, for instance, that a blog, which is intended for public consumption, would enjoy less protection than a Facebook posting, which is intended for viewing by only a select group of people.

Related to Assignment and Royalty Agreement

  • Royalty Agreement means the amended royalty agreement between the Partnership, Vermilion, 1209963 Alberta Ltd. and the Trust dated January 22, 2003 providing for the creation of the Royalty;

  • Assignment and Conveyance Agreement As defined in Subsection 6.01.

  • Patent Assignment Agreement means the Patent Assignment Agreement attached hereto as Exhibit G.

  • Assignment Agreements The following Assignment, Assumption and Recognition Agreements, each dated as of March 29, 2006, whereby certain Servicing Agreements solely with respect to the related Mortgage Loans were assigned to the Depositor for the benefit of the Certificateholders:

  • Assignment and Conveyance An assignment and conveyance of the Mortgage Loans purchased on a Closing Date in the form annexed hereto as Exhibit 4.

  • IP Assignment Agreement has the meaning set forth in Section 3.2(a)(iii).

  • Trademark Assignment Agreement has the meaning set forth in Section 2.01.

  • Assignment Agreement means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent.

  • Assignment and Acceptance Agreement means an assignment and acceptance agreement entered into by a Committed Lender, an Eligible Assignee, such Committed Lender’s Group Agent and the Administrative Agent, and, if required, the Borrower, pursuant to which such Eligible Assignee may become a party to this Agreement, in substantially the form of Exhibit C hereto.

  • Intellectual Property Assignment Agreement means, with respect to each Specified Business, an agreement in form and substance reasonably acceptable to Seller and Buyer, providing for the assignment of the Transferred Intellectual Property Related to such Specified Business.

  • Collateral Assignment Agreement has the meaning set forth in Section 10.05.

  • Patent Assignment each patent collateral assignment agreement pursuant to which an Obligor assigns to Agent, for the benefit of Secured Parties, such Obligor’s interests in its patents, as security for the Obligations.

  • Assignment and Assumption Agreement means an Assignment and Assumption Agreement substantially in the form of Exhibit A.

  • Assignment and Assumption Agreements means each of the Assignment and Assumption Agreements to be executed between a Trustee and trustee of the relevant Successor Trust in accordance with the relevant Trust Agreement, as the same may be amended, modified or supplemented from time to time.

  • Lender Assignment Agreement means an assignment agreement substantially in the form of Exhibit D hereto.

  • Assignment of Lease means the Assignment of Lease to be executed by the Seller at the Closing with respect to each parcel of Leased Real Property listed on Section 3.16(b) of the Disclosure Schedule, in a form to be mutually agreed by the Seller and the Purchaser.

  • Xxxx of Sale and Assignment and Assumption Agreement has the meaning specified in Section 2.8(a)(i).

  • Assignment/Amendment We reserve the right to change this Service Agreement (including the price or to charge an additional fee) and to delegate any of Our obligations at Our sole discretion provided We give You thirty (30) days’ prior written notice of the changes. The changes will become effective thirty (30) days after We send You the notice. If You do not like the changes, You may cancel this Service Agreement. You may not change this Service Agreement or delegate any of Your obligations. Should certain terms or conditions in this Service Agreement be held to be invalid or unenforceable, the remainder of the terms and conditions in this Service Agreement shall remain valid. Transfer: This Service Agreement is not transferable by You. Responsibility for benefits owed to You: This is not an insurance policy; it is a Service Agreement. HomeServe will serve as Your point-of-contact for all questions or concerns. Our obligations under this Service Agreement are insured under a service contract reimbursement insurance policy. If We fail to pay or to deliver service on a claim within sixty (60) days after proof of loss has been filed, or in the event You cancel this Service Agreement and We fail to issue any applicable refund within sixty (60) days after cancellation, You are entitled to make a claim against the insurer, Virginia Surety Company, Inc., 000 Xxxx Xxxxxxx Xxxx., 11th Floor, Chicago, IL 60604, 0-000-000-0000. Our Liability: To the fullest extent permitted by applicable law, (1) You agree that We and HomeServe, and both of our respective parents, successors, affiliates, approved technicians and our and their officers, directors, employees, affiliates, agents, contractors or similar parties acting on behalf of either Us or HomeServe shall not be liable to You or anyone else for: (a) any actual losses or direct damages that exceed the lowest applicable per repair benefit limit set out above relating to any repairs performed by Us, HomeServe or on behalf of either Us or HomeServe or services provided hereunder giving rise to such loss or damage; or (b) any amount of any form of indirect, special, punitive, incidental or consequential losses or damages, damages based on anticipated or lost profits, wages, or revenue, or damages based on diminution in value or a multiple of earnings, including those caused by any fault, failure, delay or defect in providing any repairs performed by Us, HomeServe or on behalf of either Us, or HomeServe or services provided under this Service Agreement, regardless of whether such damages were foreseeable and whether or not We or HomeServe or anyone acting on behalf of either Us or HomeServe have been advised of the possibility of such damages (the damages listed in clauses (a) and (b), collectively the “Excluded Damages”); and (2) these limitations and waivers shall apply to all claims and all liabilities and shall survive the cancellation or expiration of this Service Agreement. You may have other rights that vary from state to state.

  • Assignment of Leases With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar agreement executed by the Mortgagor, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation, leasing or disposition of all or a portion of such Mortgaged Property, in the form which was duly executed, acknowledged and delivered, as amended, modified, renewed or extended through the date hereof and from time to time hereafter.

  • Rental agreement or "lease agreement" means all agreements, written or oral, and valid rules and

  • Purchase Agreement Assignment means the Purchase Agreement and Engine Warranties Assignment [________], dated as of even date with the Participation Agreement, between Lessee and Owner Trustee.

  • Assignment of Agreements means that certain Assignment of Agreements, Licenses, Permits and Contracts, dated as of the date hereof, from Borrower, as assignor, to Lender, as assignee.

  • Trademark Assignment shall have the meaning specified in Section 3.2(c).

  • Addendum and Assignment Agreement The Addendum and Assignment Agreement, dated as of January 31, 1995, between MLCC and the Master Servicer.

  • Assignment of Leases and Rents means the Assignment of Leases and Rents, executed by Borrower for the benefit of Lender, and pertaining to leases of space in the Project.

  • Assignment and Assumption of Lease has the meaning set forth in Section 3.02(a)(v).