Assignment of Technology Clause Samples

Assignment of Technology. (a) Ascend One hereby irrevocably conveys, transfers, and assigns to ▇▇▇▇, and ▇▇▇▇ hereby accepts, all of Ascend One’s right, title, and interest in and to the Assigned Technology, on a worldwide basis, and any and all claims and causes of action with respect to the Assigned Technology, whether accruing before, on, or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and future infringement, misappropriation, or violation.

Assignment of Technology. In partial consideration for the sale and issuance of the Stock by the Company to the Purchaser: (i) Purchaser hereby irrevocably assigns, transfers and conveys to the Company all of its right, title and interest in and to: (a) all technical information, know-how, processes, procedures, compositions, devices, methods, techniques, data, marks (and the goodwill associated therewith), ideas, discoveries, trade secrets, copyrights or other subject matter generally relating to micro-optic based broadband and low loss Dispersion Compensators capable of compensating dispersion induced signal distortion, and thermally (b) all rights to apply in any and all countries of the world for patents, certificates of inventions or other governmental grants on the Inventions, including the right to apply for patents pursuant to the International Convention for the Protection of Industrial Property or pursuant to any other convention, treaty, agreement or understanding; (c) any and all applications filed and any and all patents, certificates of inventions or other governmental grants granted on the Invention in the United States or any other country, including each and every application filed and each and every patent granted on any application which is a division, substitution or continuation of any of said applications (collectively, the "Patents"); (d) each and every reissue or extension of any of the Patents; (e) in and to each and every patent claim resulting from a reexamination certificate for any and all of the Patents; and (f) any and all causes of action relating to the enforcement of the Technology and any and all other right or interest in or to the Technology, in each case existing as of or arising after the Effective Date. (ii) Purchaser represents and warrants that (i) Purchaser is the owner of the entire right, title, and interest in and to the Technology; (ii) Purchaser has the sole right and authority to enter into this Agreement and grant the rights hereunder; (iii) Purchaser has not previously granted and will not grant any rights or licenses in the Technology; (iv) to the best of its knowledge, there are no claims of third parties that would call into question the rights of Purchaser to grant to the Company the rights contemplated hereunder; (v) as of the Closing Date, Purchaser does not own any patents, patent applications, technical information, know-how, processes, compositions, devices, methods, techniques, data, market, ideas, discoveries, trade secr...

Assignment of Technology. Subject to the licenses and other rights specifically set forth in this Agreement, to the extent either party (such party, the “Assigning Party”) obtains any title or similar ownership interest in any Project Technology, or any Intellectual Property Rights therein, that is to be owned by the other party (the “Assigned Party”) in accordance with the terms and conditions of this Agreement, the Assigning Party hereby assigns and, to the extent such assignment cannot be made at present, agrees promptly to assign, to the Assigned Party all of the Assigning Party’s title and other ownership interest in and to such Project Technology and Intellectual Property Rights. The Assigning Party shall execute and procure such documents, including short-form assignments and assignments of patent applications and patents, and take such other actions as may be reasonably requested from time to time by the Assigned Party to obtain for its own benefit appropriate protections for Intellectual Property Rights with respect to such Project Technology, or otherwise to transfer or confirm the transfer, in whole or in part, as the case may be, of such Project Technology and the related Intellectual Property Rights for the benefit of the Assigned Party. Each party represents and covenants that all of its employees, consultants and agents, and all third parties acting on behalf of such party in performing its obligations under this Agreement, shall be obligated under a binding written agreement to assign to such party all Project Technology and Intellectual Property Rights conceived, created, made or reduced to practice by such employees, consultants, agents and third parties in connection with the Project.

Assignment of Technology. (a) Effective as of the Effective Date, Gamogen and Zorgniotti each hereby assigns, transfers and conveys to Zonagen all of its right, title and interest in the Subject Technology, including the right of Zonagen to file in its name applications for patents and similar protection for the Subject Technology in a country or countries foreign to the United States, all international rights of priority associated with the Subject Technology, and all technical information, improvements and know-how, whether or not patented, pertaining to the Subject Technology, except that Gamogen's and Zorgniotti's rights, if any, to a two-drug injectable product using phentolamine-papaverine for the treatment of male impotency shall remain vested in Gamogen and Zorgniotti and are not assigned hereunder. Consistent with the terms of this Section 2.1(a), each of Gamogen and Zorgniotti shall, on execution of this Agreement, also execute an assignment in the form attached hereto as Exhibit A. (b) As consideration of the assignment to Zonagen of the Subject Technology by Gamogen pursuant to Section 2.1(a), Zonagen shall deliver to Gamogen the following: (i) $50,000 upon the execution of this Agreement; (ii) $50,000 upon delivery satisfactory to Zonagen of all documentation in the possession of Gamogen and Zorgniotti relating to the Subject Technology; and (iii) A royalty equal to six percent of the first $100 million of Net Sales, five percent of Net Sales in excess of $100 million and less than $200 million, four percent of Net Sales in excess of $200 million and less than $300 million, and three percent of Net Sales in excess of $300 million, in each case payable quarterly. Such royalty payments shall be reduced by two percentage points with respect to Net Sales in any country in which (A) patent protection for the Royalty-Bearing Product is not available under the laws of such country, (B) Zonagen determines that patent protection under the laws of such country would be ineffective to secure exclusive rights to sell the Royalty-Bearing Product in such country or that patent protection under the laws of such country cannot be obtained despite Zonagen's best efforts or (C) patent protection for the Royalty- Bearing Product has expired in such country. The royalties payable hereunder shall be computed on aggregate Net Sales, and not annual Net Sales. On sales within each country in the Territory, such royalties shall be payable for the greater of ten years following the date Zonagen...

Assignment of Technology. Subject to Section 4.1, Assignor hereby grants, sells, conveys and assigns to the Company all of Assignor's right, title and interest in and to the following assets and rights (collectively, the "Technology") wherever the same may be located: (a) all intellectual property of any kind or description existing, now or in the future, related to thermoelectrics, whether such intellectual property exists under the laws of the United States, or of any domestic or foreign jurisdiction, or the rules of any international organization, or under any treaty or convention, including, without limitation, any patents, copyrights, trade secrets, trademarks, trade dress, inventions, invention disclosures, patent applications, provisional applications, amendments, continuations, continuations-in-part, continuing patent applications, requests for further examination, divisions, reissues, reexamination certificates, and all renewals and extensions thereof, including all right, title and interest that are presently or in the future may be owned by Assignor, and including all rights corresponding thereto (including without limitation the right, but not the obligation, to ▇▇▇ for past, present and future infringements in the name of Assignor or in the name of Company) (all of the foregoing being collectively referred to as the "Intellectual Property"), it being understood that the rights and interest assigned hereby shall include, without limitation, all rights and interests pursuant to licenses or other contracts in favor of Assignor pertaining to any Intellectual Property owned or used, presently or in the future, by third parties; (b) without limitation of the foregoing, all patents, patent applications, invention disclosures, or intellectual property listed in Schedule I annexed ---------- hereto; (c) all general intangibles relating to any of the Intellectual Property; (d) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of the Intellectual Property or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (e) all proceeds, products, rents and profits (including without limitation license royalties and proceeds of infringement suits) of or from any and all of the Intellectual Property and, to the extent not otherwise included, all payments under insurance (whether or not the Company is the loss payee...

Assignment of Technology. In furtherance of the assignment, transfer and conveyance under the Purchase Agreement of the Assets (as that term is defined in the Purchase Agreement), Seller hereby assigns, transfers and conveys to Buyer and Buyer hereby acquires from Seller all right, title and interest in and to the Technology.

Assignment of Technology. For good and valuable consideration, as more particularly described in the Technology Contribution Agreement entered into by Assignor (as defined below) and Assignor (as defined below), the receipt and sufficiency of which is hereby acknowledged, Northeast Maritime Institute, Inc., a Massachusetts corporation, with an address at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Assignor”), does hereby irrevocably grant, bargain, sell, assign, transfer and convey unto hZo, Inc. a Delaware corporation, with an address at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Assignee”), its successors and assigns, or its designees, all of its right, title, and interest and benefit in and to all tangible and intangible assets, property, equipment, processes, and proprietary rights relating to the materials, processes, equipment, devices and other inventions disclosed in the provisional and non-provisional patent applications listed on Exhibit A; together with all know-how, concepts, intellectual property, trademarks, service marks, copyright protected information, routines, processes, operations, prototypes, specifications, sketches, notebooks, technologies, formulae, drawings, algorithms, studies, reports, costs, pricing, forecasts, orders, research and development, market data, customer names, opportunities, suppliers, vendor relationships, hardware and software programs, and financial information related to the coating of manufactured goods and components of such goods with weather-proof, splash proof, protective coating and related trade secrets, other than as already conveyed in another instrument between the parties, titled ASSIGNMENT OF PATENT APPLICATION RIGHTS, executed on even date herewith (collectively, the “Technology”). This Assignment of Technology shall inure to the benefit of Assignee and its successors and assigns, shall be binding upon Assignor and its successors, assigns and transferees, and shall survive the execution and deliv­ery hereof. DATED this ___day of_______, 2009 Northeast Maritime Institute, Inc. By: ▇▇▇▇ ▇▇▇▇▇▇▇ Its President Duly authorized KNOW ALL MEN BY THESE PRESENTS, this is a POWER OF ATTORNEY: I, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇, President of hZo, Inc. (the "Principal"), having its place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, for and on behalf of the Principal, do hereby appoint: Northeast Maritime Institute, Inc. to be its attorney (the “Attorney”) TO ACT IN ITS NAME, PLACE AND STEAD to take such reasonab...

Assignment of Technology. In exchange for the Shares being issued to ARC, ARC hereby transfers and assigns to Recom, on the Closing, fully and absolutely, all right, title and interest of ARC in and to the Technology, all intellectual property rights and all other intangible property rights appertaining or relating to the Technology hereafter developed by ARC. Upon the Closing, Recom shall be the sole owner and beneficiary of the Technology and all enhancements or other derivations of the Technology described anywhere in this Agreement.

Assignment of Technology. This Assignment is made as of the earlier of April 30, 1997 or the closing of the initial public offering of the common stock of Nexar Technologies, Inc., a Delaware corporation which is a majority owned subsidiary of Palomar ("Nexar") (the "Closing Date") by and among Palomar Medical Technologies, Inc., a Delaware corporation ("Palomar"), Nexar, Technovation Computer Labs, Inc., a Nevada corporation ("Seller"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇").