Assignment and License Grant Sample Clauses

Assignment and License Grant. The Inventors hereby assign, transfer and convey to Duska, and its successors and assigns, all of their right, title and interest in and to the Pelleg Invention and any related intellectual property owned by them, including without limitation, U.S. Patent No. 5,874,420 and filed as patent application PCT/US96/20255 and any other related patents and patent applications or subsequent improvements thereto, whether United States or foreign, which at any time may be granted, including any and all renewals, reissues, divisionals and prolongations thereof or based thereon, including the right to xxx for and recover all damages for past infringements (collectively, the “Pelleg Invention Assigned Property”). The Pelleg Invention Assigned Property is assigned by the Inventors to Duska (the “Assignment”) free and clear of all liens, claims and encumbrances. The Inventors hereby grant to Duska for the term of this Agreement an exclusive, world-wide license (the “License”) to the Pelleg & Xxxxxxxx Invention and any related intellectual property owned by them, including without limitation, U.S. Patent Application 60/041,461 and patent application PCT/US98/05922 and any patents issued based on the foregoing applications and any subsequent improvements thereto (collectively, the “Pelleg & Xxxxxxxx Invention Licensed Property”). The License includes the right to develop, make, have made, use, import, sell and offer for sale products based on the Pelleg & Xxxxxxxx Invention Property and to sublicense third parties with respect to the foregoing.
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Assignment and License Grant. SMSI hereby assigns to Verizon Wireless all right, title and interest in any copyrights inhering in, and any intellectual property rights inhering in and created solely in the development of, the Verizon Wireless Owned Modules identified in Schedule F that SMSI may have, provided, however, that such assignment does not include any SMSI Proprietary Technology and SMSI Work Product as defined in Section 10.4.2. SMSI hereby grants to Verizon Wireless a non-exclusive, non-transferable, royalty free, perpetual license to use the SMSI Proprietary Technology incorporated into the Verizon Wireless Owned Modules solely in connection with the use of the Software as a whole. “Use” does not include the making of new derivative works, or the right to disclose SMSI Proprietary Technology to third parties, absent SMSI’s prior written consent. Verizon Wireless hereby grants to SMSI a non-exclusive, royalty-free, retroactive and prospective license to use Verizon Wireless Owned Modules solely in the development of Software, and support thereof, for Verizon Wireless during the term of this Agreement. SMSI agrees that it will not create derivatives of such Verizon Wireless Owned Modules, nor use, copy, disclose, sell, assign, sublicense, or otherwise transfer the Verizon Owned Modules except as expressly provided in this Agreement. SMSI is prohibited from disclosure of any other aspect of the working of the Verizon Wireless Owned Modules without the prior written consent of Verizon Wireless. As a condition precedent to the assignment herein, Verizon Wireless agrees that its rights to use, copy, maintain and modify the Verizon Wireless Owned Modules are subject to the terms of this Agreement including, without limitation, the License Fee provisions of Section 5.1 and the termination provisions of Section 3. Verizon Wireless further agrees that the License Fee provisions of Section 5.1 shall apply to derivatives of the Verizon Wireless Master Software License and Distribution Agreement, Confidential Amendment No. 6 **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission. Owned Modules created or authorized by Verizon Wireless subject to the then current license rate.
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Assignment and License Grant. 2.1 Within ten (10) Business Days of the Effective Date of this Agreement, RPR shall assign all right, title and interest to the RPR Application to Sepracor pursuant to an assignment substantially in the form attached hereto as Schedule 2.1. Upon execution by RPR, such assignment shall be transmitted promptly to Sepracor and Sepracor may, at its sole discretion, attend to filing and recordation thereof with the U.S. Patent and Trademark Office (PTO).
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Assignment and License Grant. 2.1 On the Closing Date, Sepracor shall assign all right, title and interest to the Assigned Patents to HMR pursuant to an assignment substantially in the form attached hereto as Schedule 2.1. HMR may, at its sole discretion, attend to filing and recordation thereof with the U.S. Patent and Trademark Office (PTO).
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Assignment and License Grant 
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Related to Assignment and License Grant

  • Assignment and Sublicensing Lessee shall not assign any interest in this License Agreement or otherwise transfer or sublicense the Facility or any part thereof or permit the use of the Facility to any party other than Lessee.

  • Assignment of Rights Borrower acknowledges and understands that Agent or Lender may, subject to Section 11.7, sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”). After such assignment the term “Agent” or “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of Agent and Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, Agent and Lender shall retain all rights, powers and remedies hereby given. No such assignment by Agent or Lender shall relieve Borrower of any of its obligations hereunder. Lender agrees that in the event of any transfer by it of the Note(s)(if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon.

  • Assignment and Enurement Neither this Agreement nor any right or obligation under this Agreement may be assigned by any Party without the prior consent of the other Parties. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.

  • Assignment of Rights to Intellectual Property The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations. All copyrightable works that the Executive creates shall be considered “work made for hire”.

  • Disclosure upon assignment and novation You hereby consent, in connection with any, or any proposed, novation, assignment, transfer or sale of any of our rights and/or obligations with respect to or in connection with your card account(s) and any facilities and services available in connection with the card to any novatee, assignee, transferee, purchaser or any other person participating or otherwise involved in such, or such proposed, transaction, to the disclosure, to any such person, by us, of any and all information relating to you, your card account(s) with us, this agreement and any security, guarantee and assurance provided to secure your obligations thereunder and any other information whatsoever which may be required in relation thereto.

  • Termination of License Agreement This Agreement will terminate automatically in the event that the License Agreement is terminated, provided that prior to such termination of this Agreement becoming effective, the Parties shall cooperate to wind down the activities being conducted hereunder as set forth in Section 15.5(b).

  • Assignment of Patents Seller hereby sells, assigns, transfers and conveys to Purchaser all right, title and interest in and to the Assigned Patent Rights and at Closing will provide Purchaser with the Executed Assignment for the Assigned Patent Rights.

  • Assignment of Rights and Obligations (a) Without Owners’ prior written consent, Managing Agent shall not sell, transfer, assign or otherwise dispose of or mortgage, hypothecate or otherwise encumber or permit or suffer any encumbrance of all or any part of its rights and obligations hereunder, and any transfer, encumbrance or other disposition of an interest herein made or attempted in violation of this paragraph shall be void and ineffective, and shall not be binding upon Owners. Notwithstanding the foregoing, Managing Agent may assign its rights and delegate its obligations under this Agreement to any subsidiary of Parent so long as such subsidiary is then and remains Controlled by Parent.

  • Assignment and Subleasing During the Lease Term, the Lessee may assign, sublease or transfer to any Person, at any time, in whole or in part, its right, title or interest in, to or under this Lease or any portion of the Leased Property without the prior written consent of the Lessor so long as (v) any such assignment, sublease or transfer would not subject the Lessor to a violation of laws or regulations applicable to the Lessor including those promulgated by OFAC, (w) no Event of Default shall have occurred and be continuing or, after giving effect to such assignment, sublease or transfer, would exist, (x) any such sublease is expressly subject and subordinate to this Lease, (y) Lessee remains liable for all obligations under this Lease after giving effect to any such assignment, sublease or transfer, and (z) Lessor retains all of its interests in and benefits of the Cash Collateral and receives prior certification thereof from the Lessee and such other evidence thereof as the Lessor may reasonably request. Unless and until Lessee has exercised the Early Termination Option or the Purchase Option, no sublease may have a term that extends beyond the Base Term Expiration Date. In all cases, Lessee will promptly provide Lessor copies of each such assignment, sublease or transfer. No sublease will discharge or diminish any of the Lessee’s obligations hereunder and the Lessee shall remain directly and primarily liable under the Lease with respect to the Leased Property and the Operative Documents to which it is a party. Each sublease permitted hereby shall be made and shall expressly provide in writing that it is subject and subordinate to this Lease and the rights of the Lessor hereunder, shall expressly provide for the surrender of the Leased Property by the sublessee at the election of the Lessor after an Event of Default, shall provide that such provisions may be directly enforced by the Lessor and shall provide that such sublessee expressly agrees to comply with the use restrictions set forth in Article X hereof. Notwithstanding the first paragraph of this Article XII, Lessee may not assign or transfer its rights and obligations under this Lease and the other Operative Documents unless (a) on the effective date of any such assignment and transfer, no Event of Default exists, (b) the parties enter into an assignment agreement in form and substance reasonably satisfactory to the Lessor, (c) all filings of or in respect of any such assignment and transfer necessary to protect the rights of the Lessor in the Leased Property and the other Operative Documents are made in a timely fashion, (d) without limiting any provisions of this Article XII, any such assignment and transfer shall include an appropriate provision for the operation, maintenance and insurance of the Leased Property in accordance with the terms hereof, (e) the Lessor shall have received opinions of counsel with respect thereto and such other matters as the Lessor may reasonably request, (f) such assignment and transfer will not result in a Material Adverse Effect, (g) such assignment and transfer will not result in the imposition of any unindemnified Taxes, (h) the Lessor shall have received such other documents and instruments and the Lessee shall take such further acts as the Lessor may reasonably request to evidence and facilitate such assignment and transfer, provided that no such document or instrument shall increase Lessee’s obligations or diminish Lessee’s rights under the Operative Documents or otherwise, and (i) such assignment and transfer will not, with respect to the Lessor, violate the use restrictions set forth in Article X hereof or Applicable Laws and provided, further that, Lessee shall provide to the Lessor not less than thirty (30) days’ prior written notice of such assignment or transfer, such notice to identify the assignee or transferee. No such assignment and transfer will diminish or discharge any of the Lessee’s obligations under this Lease or the other Operative Documents.

  • Confidential Information and Invention Assignment Agreement Executive acknowledges that he has previously executed and delivered to an officer of the Company the Company’s Confidential Information and Invention Assignment Agreement (the “Confidentiality Agreement”) and that the Confidentiality Agreement remains in full force and effect.

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