Assignment; Acquired Assets Clause Samples

Assignment; Acquired Assets. 1.1 For a period of sixty (60) days after the Closing (the “Cooperation Period”), Sellers agree to cooperate with Buyer in a commercially reasonable manner at Buyer's expense (including with respect to the reasonable cost not to exceed $[*] of maintaining certain required Seller personnel on contract, as determined in consultation with Buyer, to attend to the maintenance and transfer of the Assigned Patents) to provide such assistance as Buyer lawfully and reasonably may request with respect to matters about which Seller has information in connection with Buyer’s efforts to obtain, maintain, defend, or enforce (to the extent not prohibited by this Agreement) letters patent for the Assigned Patents in any and all applicable countries, including without limitation the execution, acknowledgment, and recordation of associated papers (and using commercially reasonable efforts to obtain the same from the respective inventors), as necessary or desirable for fully obtaining, maintaining, or defending letters patents for the Assigned Patents. Further, in the event Buyer subsequently assigns any of the Assigned Patents to any third party (“Buyer’s Assignees”) in accordance with the terms of this Agreement during the Cooperation Period, Seller agrees to cooperate in a commercially reasonable manner with Buyer’s Assignees at the Buyer's Assignees’ expense for the remainder of the Cooperation Period after the date of such assignment to perform such other acts and provide such assistance as the Buyer’s Assignee lawfully and reasonably may request to obtain, maintain, defend, or enforce (to the extent not prohibited by this Agreement) letters patent for the Assigned Patents in any and all applicable countries in accordance with the foregoing sentence. Without Buyer’s prior written consent, and to the extent lawful and legally enforceable, Seller will not (and will not knowingly aid or assist any third party to) challenge the validity or enforceability of the Assigned Patents or engage in any analysis regarding infringement or noninfringement of the Assigned Patents, except as compelled by a court of law (including pursuant to a subpoena), the PTO, or any other tribunal of competent jurisdiction. 1.2 Sellers shall, on the Closing Date or within twenty (20) days following the Closing Date, pay in full to the PTO, and to the relevant foreign patent offices (if any), all unpaid maintenance fees due on or prior to the Closing Date with respect to each of the Assigned Patents....