Common use of Assignment and License Clause in Contracts

Assignment and License. (a) Sol-Gel hereby irrevocably and unconditionally sells, assigns, conveys, transfers and grants to Padagis, as of the Effective Date, Sol-Gel's entire right, title and interest in and to the Assigned Sol-Gel Intellectual Property, the same to be held and enjoyed by Padagis for its own use and benefit, and for the use and benefit of its affiliates, successors, assigns, or legal representatives, as fully and entirely as the same would have been held and enjoyed by Sol-Gel if this Agreement had not been executed. (b) The transfer, assignment and sale under Section (a) above shall be deemed to include the right to register and/or apply for registration of the Assigned Sol-Gel Intellectual Property in Padagis’ own name in appropriate registries throughout the world, including without limitation all rights to publish cautionary notices reserving ownership of the Assigned Sol-Gel Intellectual Property. (c) In the event that any assignment under this Agreement may be ineffective or incomplete as a result of any moral rights, artists’ rights, or any other similar rights worldwide (“Moral Rights”), Sol-Gel hereby irrevocably and unconditionally transfers and assigns to Padagis any and all Moral Rights that Sol-Gel may have in or with respect to the Assigned Sol-Gel Intellectual Property. To the extent that Sol-Gel cannot transfer and assign such Moral Rights to Padagis, Sol-Gel hereby waives and agrees never to assert such Moral Rights against Padagis or any of its licensees. If Sol-Gel has any Assigned Sol-Gel Intellectual Property that cannot be assigned to Padagis or waived by Sol-Gel, then Sol-Gel unconditionally and irrevocably grants to Padagis during the term of such rights, an exclusive, irrevocable, perpetual, worldwide, fully-paid and royalty-free license (subject to Sol-Gel’s license set forth in (d) below), with rights to transfer, sublicense and assign in any way or manner including throughout multiple tiers of sublicensees, to use, reproduce, modify, create derivative works of, perform, display, distribute directly and indirectly, and otherwise exploit such Assigned Sol-Gel Intellectual Property by all means now known or later developed, and to make, have made, sell, offer to sell, lease, offer to lease and import products and services that contain or embody such Assigned Sol-Gel Intellectual Property, all whether by itself or through others. (d) Padagis hereby grants to Sol-Gel a non-exclusive, worldwide, fully-paid, royalty-free, transferable, irrevocable license under the assigned Assigned Sol-Gel Intellectual Property, with the right to sublicense (through multiple tiers of sublicensees), to develop, manufacture and commercialize any product other than the Product. (e) For the purposes of this Agreement, "Assigned Sol-Gel Intellectual Property" means the Sol-Gel Intellectual Property as such term is defined in the Development Agreement.

Assignment and License. (a) Sol-Gel hereby irrevocably and unconditionally sells, assigns, conveys, transfers and grants to Padagis, as of the Effective Date, Sol-Gel's entire right, title and interest in and to the Assigned Sol-Gel Intellectual Property, the same to be held and enjoyed by Padagis for its own use and benefit, and for the use and benefit of its affiliates, successors, assigns, or legal representatives, as fully and entirely as the same would have been held and enjoyed by Sol-Gel if this Agreement had not been executed. (b) The transfer, assignment and sale under Section (a) above shall be deemed to include the right to register and/or apply for registration of the Assigned Sol-Gel Intellectual Property in Padagis’ own name in appropriate registries throughout the world, including without limitation all rights to publish cautionary notices reserving ownership of the Assigned Sol-Gel Intellectual Property. (c) In the event that any assignment under this Agreement may be ineffective or incomplete as a result of any moral rights, artists’ rights, or any other similar rights worldwide (“"Moral Rights”"), Sol-Gel hereby irrevocably and unconditionally transfers and assigns to Padagis any and all Moral Rights that Sol-Gel may have in or with respect to the Assigned Sol-Gel Intellectual Property. To the extent that Sol-Gel cannot transfer and assign such Moral Rights to Padagis, Sol-Gel hereby waives and agrees never to assert such Moral Rights against Padagis or any of its licensees. If Sol-Gel has any Assigned Sol-Gel Intellectual Property that cannot be assigned to Padagis or waived by Sol-Sol- Gel, then Sol-Gel unconditionally and irrevocably grants to Padagis during the term of such rights, an exclusive, irrevocable, perpetual, worldwide, fully-paid and royalty-free license (subject to Sol-Gel’s license set forth in (d) below), with rights to transfer, sublicense and assign in any way or manner including throughout multiple tiers of sublicensees, to use, reproduce, modify, create derivative works of, perform, display, distribute directly and indirectly, and otherwise exploit such Assigned Sol-Gel Intellectual Property by all means now known or later developed, and to make, have made, sell, offer to sell, lease, offer to lease and import products and services that contain or embody such Assigned Sol-Sol- Gel Intellectual Property, all whether by itself or through others. (d) Padagis hereby grants to Sol-Gel a non-exclusive, worldwide, fully-paid, royalty-free, transferable, irrevocable license under the assigned Assigned Sol-Gel Intellectual Property, with the right to sublicense (through multiple tiers of sublicensees), to develop, manufacture and commercialize any product other than the ProductProducts. (e) For the purposes of this Agreement, "Assigned Sol-Gel Intellectual Property" means the Sol-Gel Intellectual Property as such term is defined in any of the Development AgreementAgreements.