Common use of Licensee Grant Clause in Contracts

Licensee Grant. 3.1 LICENSEE hereby grants, assigns, transfers and conveys to LICENSOR all of LICENSEE's right, title and interest in and to all IMPROVEMENTS in or upon LICENSED TECHNOLOGY, and any INTELLECTUAL PROPERTY therein, of any kind or description created or developed by LICENSEE or its SUBLICENSEES. This grant and assignment shall be absolute and irrevocable, shall survive the termination of this Agreement and is intended to entitle LICENSOR to use said IMPROVEMENTS for their academic purposes as more fully described in Section 2.4 of this Agreement, to entitle LICENSOR to license the LICENSED TECHNOLOGY and IMPROVEMENTS to third parties subsequent to termination of this Agreement and to entitle LICENSOR to collect royalties. 3.2 In the event that any of LICENSEE's rights with respect to any IMPROVEMENTS as detailed in Section 3.1 are not fully assignable or otherwise transferable to LICENSOR for any reason whatsoever, in accordance with the provisions of this Section 3, LICENSEE shall, and hereby does, grant LICENSOR a non-exclusive, irrevocable, perpetual, worldwide license in and to all such IMPROVEMENTS and all INTELLECTUAL PROPERTY therein. 3.3 In furtherance of LICENSEE's obligations under Section 3.1 and Section 3.2, LICENSEE shall take all actions, and shall execute and deliver to LICENSOR, or file with appropriate government agencies, all documents and other materials, as reasonably requested by LICENSOR, in order to permit LICENSOR (or any third party assignee designated by LICENSOR) to perfect and protect its ownership or license of all rights, title and interests in and to all IMPROVEMENTS and INTELLECTUAL PROPERTY therein. 3.4 LICENSEE agrees to disclose to LICENSOR all information reasonably requested by LICENSOR with respect to any IMPROVEMENTS and INTELLECTUAL PROPERTY therein and to provide and assign to LICENSOR all documents and data, in whatever form, reasonably necessary for LICENSOR to use such IMPROVEMENTS and INTELLECTUAL PROPERTY in the manner contemplated in this Section 3. 3.5 Nothing in this Agreement shall be considered as granting any rights, express or implied, in LICENSEE's patents, patent applications, inventions, methods, technical, confidential or proprietary information, expertise, know-how, trade secrets or knowledge pre-existing this Agreement, and all rights not expressly granted by this Agreement are expressly reserved by LICENSOR. The license granted to LICENSOR by this Agreement shall not be construed to confer any rights by implication, estoppel or otherwise as to any existing, new or derivative technology. The reservation of rights described in this Section is intended to be broadly construed and not to be limited by the definitions set forth in this Agreement. 3.6 Any INTELLECTUAL PROPERTY (IP) discovered or developed jointly and resulting from collaboration between LICENSOR and LICENSEE related to LICENSED TECHNOLOGY and its use shall be owned jointly and either party shall have the non-exclusive right to use same. If LICENSEE desires exclusive commercial rights to joint IP, these shall be the subject of a future agreement or amendment to this Agreement.

Licensee Grant. 3.1 LICENSEE hereby grants, assigns, transfers and conveys to LICENSOR all of LICENSEE's right, title and interest in and to all IMPROVEMENTS in or upon LICENSED TECHNOLOGY, and any INTELLECTUAL PROPERTY therein, of any kind or description created or developed by LICENSEE or that Licensee receives from its SUBLICENSEESSublicenses pursuant to Licensee’s sub-license agreements. This grant and assignment shall be absolute and irrevocable, shall survive the termination of this Agreement and is intended to entitle LICENSOR to use said IMPROVEMENTS for their academic purposes as more fully described in Section 2.4 of this Agreement, to entitle LICENSOR to license the LICENSED TECHNOLOGY and IMPROVEMENTS to third parties subsequent to termination of this Agreement and to entitle LICENSOR to collect royalties. 3.2 In the event that any of LICENSEE's ’s rights with respect to any IMPROVEMENTS as detailed in Section 3.1 are not fully assignable or otherwise transferable to LICENSOR for any reason whatsoever, in accordance with the provisions of this Section 3, LICENSEE shall, and hereby does, grant LICENSOR a non-exclusive, irrevocable, perpetual, worldwide license in and to all such IMPROVEMENTS and all INTELLECTUAL PROPERTY therein. 3.3 In furtherance of LICENSEE's ’s obligations under Section 3.1 and Section 3.2, LICENSEE shall take all actions, and shall execute and deliver to LICENSOR, or file with appropriate government agencies, all documents and other materials, as reasonably requested by LICENSOR, in order to permit LICENSOR (or any third party assignee designated by LICENSOR) to perfect and protect its ownership or license of all rights, title and interests in and to all IMPROVEMENTS and INTELLECTUAL PROPERTY therein. 3.4 LICENSEE agrees to disclose to LICENSOR all information reasonably requested by LICENSOR with respect to any IMPROVEMENTS and INTELLECTUAL PROPERTY therein and to provide and assign to LICENSOR all documents and data, in whatever form, reasonably necessary for LICENSOR to use such IMPROVEMENTS and INTELLECTUAL PROPERTY in the manner contemplated in this Section 3. 3.5 Nothing in this Agreement shall be considered as granting any rights, express or implied, in LICENSEELICENSOR's patents, patent applications, inventions, methods, technical, confidential or proprietary information, expertise, know-how, trade secrets or knowledge pre-existing this Agreement, and all rights not expressly granted by this Agreement are expressly reserved by LICENSOR. The Except as it relates to Molecular Diagnostics as defined herein, the license granted to LICENSOR LICENSEE by this Agreement shall not be construed to confer any rights by implication, estoppel or otherwise as to any existing, new or derivative technology. The reservation of rights described in this Section is intended to be broadly construed and not to be limited by the definitions set forth in this Agreement. 3.6 Any INTELLECTUAL PROPERTY (IP) discovered or developed jointly and resulting from collaboration between LICENSOR and LICENSEE related to LICENSED TECHNOLOGY and its use shall be owned jointly and either party shall have the non-exclusive right to use same. If LICENSEE desires exclusive commercial rights to joint IP, these shall be the subject of a future agreement or amendment to this Agreement.

Licensee Grant. 3.1 LICENSEE hereby grants, assigns, transfers and conveys to LICENSOR all of LICENSEE's right, title and interest in and to all IMPROVEMENTS in or upon LICENSED TECHNOLOGY, and any INTELLECTUAL PROPERTY therein, of any kind or description created or developed by LICENSEE or its SUBLICENSEES. This grant and assignment shall be absolute and irrevocable, shall survive the termination of this Agreement and is intended to entitle LICENSOR to use said IMPROVEMENTS for their academic purposes as more fully described in Section 2.4 of this Agreement, to entitle LICENSOR to license the LICENSED TECHNOLOGY and IMPROVEMENTS to third parties subsequent to termination of this Agreement and to entitle LICENSOR to collect royalties. 3.2 In the event that any of LICENSEE's ’s rights with respect to any IMPROVEMENTS as detailed in Section 3.1 are not fully assignable or otherwise transferable to LICENSOR for any reason whatsoever, in accordance with the provisions of this Section 3, LICENSEE shall, and hereby does, grant LICENSOR a non-exclusive, irrevocable, perpetual, worldwide license in and to all such IMPROVEMENTS and all INTELLECTUAL PROPERTY therein. 3.3 In furtherance of LICENSEE's ’s obligations under Section 3.1 and Section 3.2, LICENSEE shall take all actions, and shall execute and deliver to LICENSOR, or file with appropriate government agencies, all documents and other materials, as reasonably requested by LICENSOR, in order to permit LICENSOR (or any third party assignee designated by LICENSOR) to perfect and protect its ownership or license of all rights, title and interests in and to all IMPROVEMENTS and INTELLECTUAL PROPERTY therein. 3.4 LICENSEE agrees to disclose to LICENSOR all information reasonably requested by LICENSOR with respect to any IMPROVEMENTS and INTELLECTUAL PROPERTY therein and to provide and assign to LICENSOR all documents and data, in whatever form, reasonably necessary for LICENSOR to use such IMPROVEMENTS and INTELLECTUAL PROPERTY in the manner contemplated in this Section 3. 3.5 Nothing in this Agreement shall be considered as granting any rights, express or implied, in LICENSEE's patents, patent applications, inventions, methods, technical, confidential or proprietary information, expertise, know-how, trade secrets or knowledge pre-existing this Agreement, and all rights not expressly granted by this Agreement are expressly reserved by LICENSOR. The license granted to LICENSOR by this Agreement shall not be construed to confer any rights by implication, estoppel or otherwise as to any existing, new or derivative technology. The reservation of rights described in this Section is intended to be broadly construed and not to be limited by the definitions set forth in this Agreement. 3.6 Any INTELLECTUAL PROPERTY (IP) discovered or developed jointly and resulting from collaboration between LICENSOR and LICENSEE related to LICENSED TECHNOLOGY and its use shall be owned jointly and either party shall have the non-exclusive right to use same. If LICENSEE desires exclusive commercial rights to joint IP, these shall be the subject of a future agreement or amendment to this Agreement.