Common use of Assignment of Intellectual Property Licenses Clause in Contracts

Assignment of Intellectual Property Licenses. Agilent agrees to, and agrees to cause its Subsidiaries to, assign and convey to Verigy IP Sub, the Transferred Licenses, subject to the terms, conditions and restrictions of each Transferred License. Verigy acknowledges and agrees that it shall have sole responsibility to seek and obtain the consent of any Third Party necessary for the transfer of any of the Transferred Licenses, and shall bear sole responsibility for any consideration necessary for their transfer, provided however that upon request Agilent will provide reasonable assistance in obtaining such consent, at Verigy's (or its Subsidiaries') sole expense. For the avoidance of doubt, and subject to the terms and conditions of the Transferred Licenses, upon the assignment and conveyance of the Transferred Licenses to Verigy IP Sub, Verigy IP Sub shall succeed to all of the rights and responsibilities of Agilent and Agilent's Subsidiaries under each such Transferred License, including any liabilities arising under such Transferred License prior to the date of such assignment and conveyance, which liabilities shall be the responsibility of Verigy and/or Verigy IP Sub.

Assignment of Intellectual Property Licenses. Agilent agrees to, and agrees to cause its Subsidiaries to, assign and convey to Verigy IP SubKeysight, the Transferred Licenses, subject to the terms, conditions conditions, and restrictions of each Transferred License. Verigy Keysight acknowledges and agrees that it shall have sole responsibility to seek and obtain the consent of any Third Party necessary for the transfer of any of the Transferred Licenses, and shall bear sole responsibility for any consideration necessary for their transfer; provided, provided however however, that upon request Agilent will provide reasonable assistance in obtaining such consent, at Verigy's Keysight’s (or its Subsidiaries'’) sole expense. For the avoidance of doubt, and subject to the terms and conditions of the Transferred Licenses, upon the assignment and conveyance of the Transferred Licenses to Verigy IP SubKeysight, Verigy IP Sub Keysight shall succeed to all of the rights rights, responsibilities, duties, obligations, and responsibilities liabilities of Agilent and Agilent's ’s Subsidiaries under each such Transferred License, including including, without limitation, any liabilities arising under such Transferred License prior to the date of such assignment and conveyance, which liabilities shall be the responsibility of Verigy and/or Verigy IP SubKeysight.

Assignment of Intellectual Property Licenses. Agilent agrees to, and agrees to cause its Subsidiaries to, assign and convey to Verigy IP Sub, the Transferred Licenses, subject to the terms, conditions and restrictions of each Transferred License. Verigy acknowledges and agrees that it shall have sole responsibility to seek and obtain the consent of any Third Party necessary for the transfer of any of the Transferred Licenses, and shall bear sole responsibility for any consideration necessary for their transfer, provided however that upon request Agilent will provide reasonable assistance in obtaining such consent, at Verigy's ’s (or its Subsidiaries'’) sole expense. For the avoidance of doubt, and subject to the terms and conditions of the Transferred Licenses, upon the assignment and conveyance of the Transferred Licenses to Verigy IP Sub, Verigy IP Sub shall succeed to all of the rights and responsibilities of Agilent and Agilent's ’s Subsidiaries under each such Transferred License, including any liabilities arising under such Transferred License prior to the date of such assignment and conveyance, which liabilities shall be the responsibility of Verigy and/or Verigy IP Sub.