Common use of Assignment of Technology Clause in Contracts

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 secrets, copyrights or other intellectual property related to micro-optic based broadband and low loss Dispersion Compensators capable of compensating dispersion induced signal distortion, and thermally tunable WDM devices capable of wavelength tuning for applications such as programmable ADD/DROP Modules and Optical Cross-Connect systems except for the Technology assigned to the Company. (iii) Purchaser agrees to execute any and all papers and documents, and take such other actions as are reasonably requested by the Company, to evidence, perfect or defend the foregoing assignment and fully implement the Company's proprietary rights in the subject matter assigned hereunder, such as obtaining and enforcing patents, and to fully cooperate in the prosecution, enforcement and defense of such proprietary rights. Purchaser further agrees that if the Company is unable, for any reason, to secure such signatures to apply for or to pursue any application for any patent, copyright or other proprietary right covering any Technology assigned to the Company above, then Purchaser hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Purchaser's agent and attorney-in-fact, to act for and in Purchaser's behalf and stead to execute and file any such applications and