Common use of Assignment-Consent Clause in Contracts

Assignment-Consent. 1.1 CHOP hereby assigns to the Company all rights, title and interest which CHOP may have to the assets described in Schedule A hereto (collectively, the “Assigned Assets”) subject to any applicable government rights reserved by the U.S. government and the following reservation of rights by CHOP: a. CHOP cannot and does not transfer any rights of third parties in the Assigned Assets, including any rights of third party companies or institutions including, but not limited to, Iowa (“IOWA”) and Oregon Health Sciences University (“OHSU”). b. CHOP retains the ability and reserves the rights to research, make, have made, practice, have practiced, and use the Assigned Assets solely for its own academic research and/or educational purposes, excluding (i) use pursuant to any sponsored research or other funding agreement or arrangement with any commercial entity pursuant to which any commercial entity is granted any right or interest with respect to the Assigned Assets or research results generated through the use of the Assigned Assets, (ii) the inclusion in any NDA, BLA or other application for marketing approval of any data comprised by the Assigned Assets and (iii) any use of the Assigned Assets for commercialization or licensing or transfer of rights to Assigned Assets for commercialization. The foregoing assignment shall be referred to herein as the “Assignment.” 1.2 Any assignment of any copyrights hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”) that may legally be assigned. To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by AAVT-CHOP Technology Assignment Agreement Oct. 2013 the laws in the various countries where Moral Rights exist, CHOP hereby, to the extent legally permissible, waives and agrees not to assert such Moral Rights and consents to any action of the Company that would violate such Moral Rights in the absence of such consent. CHOP shall confirm any such waivers and consents from time to time as requested by the Company. 1.3 CHOP agrees to provide reasonable assistance, at the Company’s request and expense, to perfect the Assignment and to enable the Company to apply for, obtain, and maintain any intellectual property rights in the Assigned Assets in any and all countries the Company may designate from time to time. CHOP will execute documents, reasonably acceptable to CHOP, necessary for such purposes upon request by Company. 1.4 CHOP represents and warrants to the Company that CHOP (a) is an owner of certain rights, title and interest in and to the Assigned Assets immediately prior to the Assignment, and (b) has full power and authority to enter into this Agreement and to make the Assignment.