IP Assignments Sample Clauses
An IP Assignments clause transfers ownership of intellectual property created during the course of an agreement from one party to another, typically from an employee, contractor, or vendor to the hiring company. This clause specifies that any inventions, works of authorship, designs, or other IP developed in connection with the agreement will automatically belong to the designated party, often requiring the creator to execute further documents if necessary. Its core function is to ensure that the company or client has clear and undisputed rights to use, modify, and commercialize the resulting intellectual property, thereby preventing future disputes over ownership.
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IP Assignments. 4.5.1 ADAGENE agrees to assign and hereby assigns all IP in the ADCT New IP and the ADCT Platform Improvements (in each case together with all IP Rights therein) to ADCT or its designee and will provide all necessary assistance and execute any IP assignment document, or other document, reasonably requested by ADCT, at ADCT’s cost, in each case that is reasonably necessary to give effect to Sections 4.3. ADAGENE acknowledges and agrees that ADCT may be bound by certain IP assignment obligations towards ADCT’s Third Party licensor(s), including in particular with regards to any IP relating to PBDs and ADCs, including the Conjugated Materials, and ADAGENE agrees to not take any action which would prevent ADCT from complying with its assignment obligations thereto.
4.5.2 ADCT agrees to assign and hereby assigns all IP in the ADAGENE Platform Improvements to ADAGENE or its designee and will provide all necessary assistance and execute any IP assignment document, or other document, reasonably requested by ADAGENE, at ADAGENE’s cost, in each case that is reasonably necessary to give effect to Sections 43. ADAGENE acknowledges and agrees that ADCT may be bound by certain IP assignment obligations towards ADCT’s Third Party licensor(s), including in particular with regards to any IP relating to PBDs and ADCs, including the Conjugated Materials, and ADAGENE agrees to not take any action which would prevent ADCT from complying with its assignment obligations thereto.
IP Assignments. Executed instruments of assignment in a form to be agreed between the Seller and Purchaser in the Pre-Closing Period, transferring the entire right, title and interests in and to (A) (1) the Patents set forth on Schedule 2.6(c)(xvi)(A)(1) and (2) any Patents that may be filed in the Territory, that claim priority to and from the Patents set forth on Schedule 2.6(c)(xvi)(A)(2) (including the right to claim the full benefits and priority rights provided by the International Convention for the Protection of Industrial Property, as amended, or by any convention which may be substituted for it, and to invoke and claim such right of priority without further written or oral authorization from Parent or an Affiliate) (“FibroGen China Patents”), (B) the Trademarks set forth on Schedule 2.6(c)(xvi)(B) and (C) domain name registrations set forth on Schedule 2.6(c)(xvi)(C), in each case, related to the business of the Company Group, and that are held by Parent or an Affiliate (other than a member of the Company Group), to the Company (collectively, the “IP Assignments”), and, to the extent such IP Assignments are not effective upon or following Closing, setting forth the terms of the license to be granted by Parent and its Affiliates to Purchaser or its designated Affiliate for the period of time that such IP assignments are not effective, which such license shall reflect the principles set forth in Schedule 2.6(c)(xvi)(D).
IP Assignments. Except as would not reasonably be expected to have a Company ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect, each Person who contributed to or was involved in the creation or development of any material Company Group Owned Intellectual Property Rights for the Group Companies has signed an agreement assigning to such Group Company ownership of all right, title and interest of such Persons in such Company Group Owned Intellectual Property Rights.
IP Assignments. In each case in which the Company or any of its Subsidiaries has acquired or sought to acquire any ownership of Intellectual Property Rights pertaining to Company’s Technology or Company Intellectual Property, from any Person, including as a result of engaging any Person to develop or create any Technology or such Intellectual Property Rights for the Company or any of its Subsidiaries, the Company or a Subsidiary thereof, as the case may be, has obtained a valid and enforceable assignment sufficient to irrevocably transfer all rights and title in such Intellectual Property Rights (including the right to seek past and future damages with respect thereto) to the Company or a Subsidiary thereof, as the case may be. The Company or a Subsidiary thereof, as the case may be, has the sole and exclusive right to bring a claim or suit against a third party for infringement, misappropriation or violation of any Company Intellectual Property and to collect any damages or other amounts payable by such third party to the Company or to any of its Subsidiaries as a result thereof.
IP Assignments. Except as set forth in Section 2.10(i) of the Disclosure Schedule, each Person who has contributed to the development of any Company Owned Intellectual Property (but excluding the Neurologix Assets) has executed a valid and binding written agreement expressly assigning to the Company all right, title and interest in any inventions and works of authorship, whether or not patentable, invented, created, developed, conceived and/or reduced to practice during the term of such Person’s engagement with the Company, and all Intellectual Property rights therein.
IP Assignments. The Company will record, or cause to be recorded, in the United States Patent and Trademark Office the assignment of Patent # 5474890 by the holder thereof to the Company’s Subsidiary within 90 days of the Closing Date.
IP Assignments. Seller shall have entered into the Patent, Trademark and Software Assignment Agreements, the forms of which are attached hereto as Exhibit F-1(a), F-1(b), F-1(c), F-1(d), F-1(e), F-2, and F-3, respectively (the “Patent, Trademark and Software Assignment Agreements”).
IP Assignments. The Seller Parties shall have obtained and delivered to the Purchaser a proprietary information, confidentiality and assignment agreement in form and substance satisfactory to the Purchaser in its sole discretion executed by each of their existing or former employees, consultants and contractors who have been involved in the creation, development, or adaption of any of the Company Intellectual Property (including trade secrets) or who contributed any intellectual property that constitutes a part of the Company Intellectual Property (including trade secrets).
IP Assignments. Seller shall have entered into the Assignment of Copyrights and Trademark Assignment, attached hereto as Exhibit I-1 and I-2, respectively.
IP Assignments. On or prior to the Closing, the Company shall deliver any assignments necessary to transfer to the Company any Intellectual Property that should be Company IP, as Novus requests.