Assignment and Licenses Clause Samples
The "Assignment and Licenses" clause governs the transferability of rights and obligations under a contract, as well as the granting of permissions to use certain intellectual property. Typically, this clause specifies whether a party can assign its interests in the agreement to another entity or individual, and under what conditions such an assignment is permitted, such as requiring prior written consent. It also outlines the scope and limitations of any licenses granted, for example, defining whether a license is exclusive or non-exclusive. The core function of this clause is to control and clarify how contractual rights and licensed materials may be transferred or used, thereby preventing unauthorized transfers and ensuring all parties understand the boundaries of their rights and obligations.
Assignment and Licenses. Each of Alkermes and Cephalon shall require all of its and its Affiliates’ employees, and each Party shall use commercially reasonable efforts to require any Third Parties working on the collaboration hereunder or who receive materials or know-how related to a Product from a Party, including its sublicensees, to assign all intellectual property developed, made or conceived by such employees or Third Parties pursuant to a Development Plan or Commercialization Plan to Alkermes and/or Cephalon according to the ownership principles described in Sections 7.1.1 and 7.1.2 above. In the event that a Party is unable to have a Third Party assign such inventions, then that Party shall use commercially reasonable efforts to require that Third Party to grant an exclusive, royalty-free, worldwide, irrevocable license, including the right to sublicense, to all intellectual property developed, made or conceived by that Third Party pursuant to a Development Plan or Commercialization Plan to Alkermes and/or Cephalon according to the ownership principles described in Sections 7.1.1 and 7.1.2 above.
Assignment and Licenses. 2.1 OXIS hereby assigns the entire right, title and interest in the OXIS Patents to ENZON under the assignment attached hereto as Exhibit B.
2.2 ENZON hereby grants OXIS a royalty-free, non-exclusive, worldwide license under the OXIS Patents for pegylated super oxide dismutase, with the right to sublicense.
2.3 If by the first anniversary of the Effective Date ENZON has not paid OXIS the sum of $100,000, in addition to any other amounts owed under this Agreement, OXIS shall be automatically granted a royalty-free, exclusive, even as to ENZON, worldwide license under the OXIS Patents for High Molecular Weight Products, with the right to sublicense. ENZON shall also pay OXIS $100,000 on each of the second, third and fourth anniversaries of the Effective Date, to avoid grant of this license, but thereafter shall have no further obligation to pay OXIS any amount under this Paragraph 2.3 nor to grant this license to OXIS.
2.4 ENZON shall negotiate in good faith with OXIS any request for a license under the OXIS Patents that OXIS presents to ENZON, but ENZON shall have the sole and final discretion to grant the requested license.
Assignment and Licenses. The Buda EDC grants a perpetual license to the City, or its designee, to use any plans, designs, specifications related to the Wastewater Design Proposal, created prior to the date of this Agreement, for any purpose. The City also grants a perpetual license to the Buda EDC or its designee, to use any plans, designs, specifications related to the Wastewater Design Proposal, created after the date of this Agreement, for any purpose.
Assignment and Licenses