Assignment; Further Actions Clause Samples
Assignment; Further Actions. Each Party will, and does hereby, assign, and will cause its Affiliates to so assign, to the other Party, without additional compensation, such rights, title, and interests in and to any Inventions, Foreground Know-How, or Foreground Patents, as is necessary to fully effect, as applicable, the provisions of this Section 10.1(a) (Ownership) to the extent not already effected by operation of law. If such assignment is prohibited by Applicable Law or otherwise delayed, then pending the completion of such assignment, the assigning Party will grant, and hereby does grant, to the other Party, a perpetual, irrevocable, exclusive, worldwide, royalty-free, fully paid-up license, with the right to grant sublicenses through multiple tiers, under such Inventions, Foreground Know-How, and Foreground Patents. The assigning Party will take (and cause its Affiliates and Sublicensees, and their respective employees, agents, and contractors to take) such further actions reasonably requested by the other Party to evidence such assignment and to assist the other Party in obtaining Patent Rights and other intellectual property protection for such Inventions and all intellectual property rights therein, including executing further assignments, consents, releases, and other commercially reasonable documentation and providing good faith testimony by affidavit, declaration, in-person, or other proper means in support of any effort by the other Party to establish, perfect, defend, or enforce its rights in any such Inventions, Foreground Know-How, or Foreground Patents through prosecution of governmental filings, regulatory proceedings, litigation, and other means. The assigning Party will obligate its Affiliates, Sublicensees, and subcontractors to assign all Inventions, Foreground Know-How, and Foreground Patents to the assigning Party (or directly to the other Party) so that the assigning Party can comply with its obligations under this Section 10.1(a)(v) (Assignment; Further Actions).
Assignment; Further Actions. Each Party shall cause all its Affiliates, (sub)licensees (in the case of SKB), Sublicensees (in the case of Licensee) and subcontractors who perform activities for such Party under this Agreement to be under an obligation to assign (or, if such Party is unable to cause such Affiliates, (sub)licensees (in the case of SKB), Sublicensees (in the case of Licensee) and subcontractors to agree to such assignment obligation despite such Party’s using commercially reasonable efforts to negotiate such assignment obligation, provide a license under) their rights in any Inventions, Data, and other Know-How resulting therefrom to such Party, except if Applicable Law requires otherwise and except in the case of governmental, not-for-profit, and public institutions that have standard policies against such an assignment (in which case a suitable license (exclusive, if permitted), or right to obtain such a license, shall be obtained). Each Party shall, and does hereby, assign, and shall cause its Affiliates and its and their (sub)licensees/Sublicensees to so assign, to the other Party, without additional compensation, such right, title, and interest in and to any Inventions, Data, and other Know-How as well as any intellectual property rights with respect thereto, as is necessary to fully effect, (i) the sole ownership provided for in Sections 12.1(a) or 12.1(b) and (ii) the joint ownership provided for in Section 12.1(c).
Assignment; Further Actions. To the extent any rights in and to the Licensed Marks are deemed to accrue to Licensee pursuant to this Agreement or otherwise, Licensee hereby assigns any and all such rights, at such time as they may deem to accrue, to Licensor. Licensee shall co-operate in the execution of any documents, or the taking of any other action, that Licensor reasonably requests to create, record or perfect Licensor's sole and exclusive ownership of the Licensed Trademarks, or to obtain, defend or protect trademark registrations.
Assignment; Further Actions. Without limiting any other provision of this Agreement, each Party will cause all its Affiliates, (sub)licensees (in the case of Leads Bio), Sublicensees (in the case of Licensee) and Subcontractors who perform activities for such Party under this Agreement to be under an obligation to assign or license their rights in any Inventions, Data, and other Know-How resulting therefrom to such Party as is necessary to fully effect the intellectual property licenses under this Agreement.
Assignment; Further Actions. Each Party shall (and shall cause all its Affiliates and (sub)licensees (including in the case of Sermonix, its Ex-Territory Licensees) to) cause all of its employees, agents and independent contractors who perform Development or Manufacturing activities for the Licensed Compound or any Licensed Product to be under an obligation to assign to such Party (or to its Affiliates or (sub)licensees (including in the case of Sermonix, its Ex-Territory Licensees) for further assignment to such Party) all of their rights in and to any Inventions invented, discovered, made, developed, generated, conceived or reduced to practice by such employee, agent or independent contractor in the course of performing such Development or Manufacturing activities.