Common use of Assignment and License Clause in Contracts

Assignment and License. 2.1 Medtronic agrees, for good and valuable consideration, the sufficiency of which is acknowledged by the parties, to transfer and hereby transfers, sells and assigns to Kips Bay its rights in the Transferred Patent Rights and any improvements in such Transferred Patent Rights. 2.2 Upon execution of this Agreement, Medtronic shall execute an Assignment of the Transferred Patent Rights in the form set forth in Exhibit D attached hereto. Medtronic shall, at Medtronic’s expense, for the purpose of conveying all its right, title and interest to the Transferred Patent Rights, do all necessary things and execute all necessary documents transferring the Transferred Patent Rights in accordance with the requirements of local law to Kips Bay and cause any of its employees or agents to do the same. 2.3 As a material part of the consideration for this Agreement, Kips Bay agrees that Kips Bay is receiving the Transferred Patent Rights and the Licensed Patent Rights in “AS-IS” condition and that there is no warranty by Medtronic that the Transferred Patent Rights, the Transferred Patent Rights and the Licensed Patent Rights are fit for any particular purpose. Kips Bay acknowledges that except as provided otherwise in this Agreement, it is not relying upon any representation, statement or other assertion with respect to Transferred Patent Rights and the Licensed Patent Rights. The provisions of this section shall survive the closing of this transaction.