Assignment of Transferred Assets. Assignor hereby unconditionally and irrevocably sells, assigns, transfers, conveys, and delivers to Assignee, its successors and assigns, all his right, title, and interest in, to, and under the Transferred Assets, said Transferred Assets set forth herein in Exhibit A, and any reissues, reexaminations, renewals, continuations, continuations-in-part, divisions, substitute applications thereof, and the like, and any extensions thereof, and all patents worldwide that may be granted thereon, together with the right to file such applications and the right to claim for the same the priority rights derived from such patent application under the laws of the United States and its territorial possessions, the International Convention for the Protection of Industrial Property, or any other international agreement or the domestic laws of the country in which any such application is filed, as may be applicable, to be held and enjoyed by Assignee for its own use and enjoyment, and for the use and enjoyment of its successors and assigns, to the end of the term or terms for which such patents may be granted or reissued, as fully and entirely as the same would have been held and enjoyed by Assignor if this assignment and sale had not been made.
Assignment of Transferred Assets. Subject to the terms and conditions of this Agreement, Xxxxxxx, on behalf of itself and its Affiliates, hereby irrevocably sells, conveys, transfers and assigns to Licensee all of Xxxxxxx’x and its Affiliates’ right, title and interest in, to and under the following assets (collectively, the “Transferred Assets”):
Assignment of Transferred Assets. Subject to the terms and conditions of this Agreement, TRACON, on behalf of itself and its Affiliates, hereby irrevocably sells, conveys, transfers and assigns to Xxxxxxx all of TRACON’s and its Affiliates’ right, title and interest in, to and under the following assets (collectively, the “AR Mutant Transferred Assets”):
Assignment of Transferred Assets. (a) On the terms and subject to the conditions set forth in this Agreement and as partial consideration for the amounts payable by Axxxxxx to EyePoint under this Agreement, effective as of the applicable Transfer Date, EyePoint agrees to transfer, convey, assign and deliver to Alimera, and hereby transfers, conveys, assigns and delivers to Alimera, free and clear of all Liens, all of the Transferred Assets and, subject to the receipt of any Transferred Contract Consent, each Transferred Contract, and Axxxxxx hereby accepts all of the Transferred Assets and each such Transferred Contract.
Assignment of Transferred Assets. At the Closing (as defined below), Seller shall sell, transfer, assign and convey to Purchaser, and Purchaser shall purchase from Seller, upon the terms and conditions set forth in this Agreement, all of Seller’s right, title and interest in and to the Transferred Assets; subject, however, to Purchaser assuming the Assumed Obligations (as defined below) as set forth in Section 2 below. As used in this Agreement, “Transferred Assets” shall mean the names, product formulations, domain names and websites related to the former nutraceutical business of Seller as set forth on Schedule A annexed to this Agreement and made a part hereof and any and all intellectual property or other rights of Seller in or to such Transferred Assets.
Assignment of Transferred Assets. As of the TALA Closing Date, CMU hereby assigns, transfers and conveys to Apollo free and clear of any Encumbrances (other than (a) with respect to the Funded Patent, the Permitted Encumbrances in Section 1.71(i); and (b) with respect to all other Transferred Assets, the Permitted Encumbrances in Section 1.71(ii)), subject to the rights reserved in Section 3.1(b), and Apollo, in reliance on the representations, warranties and covenants of CMU contained herein, accepts, all of CMU’s right, title and interest throughout the world to the Transferred Assets (excluding the Funded Patent and Know-How) (including, without limitation, all of CMU’s Conveyed Intellectual Property Rights in and to such Transferred Assets), including, without limitation, all rights of action against third parties CMU had, has or may have in the future based thereon.
Assignment of Transferred Assets. 3.1. Subject to the terms and conditions of this Agreement, SA Pathology hereby sells, assigns, transfers, conveys and delivers to BioMarin, and BioMarin hereby purchases, accepts and acquires from SA Pathology, all right, title and interest in, to and under the Transferred Assets. On the Effective Date, SA Pathology shall execute and deliver the Patent Assignment attached hereto as Exhibit B.
Assignment of Transferred Assets. (a) Subject to GSK’s license rights as set forth in Section 3.1 of this Termination Agreement, GSK shall convey, transfer and assign (or cause its Affiliates to convey, transfer and assign) to XenoPort all right, title and interest in and to the following (collectively, the “Transferred Assets”):
Assignment of Transferred Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Purchaser thereunder. Sellers and Purchaser will use reasonable efforts (but without any payment of money by either Seller or Purchaser) to obtain the consent of the other parties to any such Transferred Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser as Purchaser may request (provided, however, that receipt of consents with respect to certain Assumed Contracts are a condition to closing as provided in Section 6.1(c)). If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of either Seller thereunder so that Purchaser would not in fact receive all such rights, Sellers and Purchaser will cooperate in a mutually agreeable arrangement under which Purchaser would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Purchaser, or under which Sellers would enforce for the benefit of Purchaser, with Purchaser assuming such Sellers' obligations, any and all rights of Sellers against a third party thereto. Sellers will promptly pay to Purchaser when received all monies received by a Seller under any Transferred Asset or any claim or right or any benefit arising thereunder that is not assigned pursuant to this Section 1.6, less any reasonable out-of-pocket costs or expenses related thereto.
Assignment of Transferred Assets. Assignor hereby unconditionally and irrevocably assigns, transfers, conveys, and delivers to Assignee, its successors and assigns, all its right, title, and interest in, to, and under the Transferred Assets, said Transferred Assets set forth herein in Exhibit A, being the Provisional Patent relating to “High Throughput Cell Screening” and “Grin Ultra Ltd.”, its Israeli subsidiary; and any reissues, reexaminations, renewals, continuations, continuations-in-part, divisions, substitute applications thereof, and the like, and any extensions thereof, and all patents worldwide that may be granted thereon, together with the right to file such applications and the right to claim for the same the priority rights derived from such patent application under the laws of the United States and its territorial possessions, the International Convention for the Protection of Industrial Property, or any other international agreement or the domestic laws of the country in which any such application is filed, as may be applicable, to be held and enjoyed by Assignee for its own use and enjoyment, and for the use and enjoyment of its successors and assigns, to the end of the term or terms for which such patents may be granted or reissued, as fully and entirely as the same would have been held and enjoyed by Assignor if this assignment and sale had not been made. All other current Patents, IP, business and contracts currently residing with Assignor shall remain therein, and are unaffected by, and not part of this Agreement.
