Sale, Transfer, Conveyance, and Assignment of Intellectual Property Sample Clauses

Sale, Transfer, Conveyance, and Assignment of Intellectual Property. 2.1 Assignor hereby sells, transfers, conveys, assigns and agrees to deliver to Assignee, and Assignee hereby purchases, acquires and accepts from Assignor, absolutely all of Assignor’s right, title and interest in and to the Intellectual Property.
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Sale, Transfer, Conveyance, and Assignment of Intellectual Property. For and in consideration of an amount in cash equal to two hundred thousand dollars (USD$200,000) (the “Purchase Price”), the receipt of which is hereby acknowledged, Assignor hereby sells, transfers, conveys and assigns to Assignee all of its worldwide rights, title and interest in and to the Subject IP, including (i) any and all know-how, data, shop practices, trade secrets, chemical components, constituent ingredients (as well as know-how related to how to manufacture and produce same), ratios, formulae, information related to sources of materials and components, and all information that is required for the Assignee to independently manufacture and produce the Subject IP; (ii) all past, present and future causes of action and claims for damages derived by reason of infringement upon the Subject IP; (iii) the entire worldwide right, title and interest in the Subject IP; (iv) direct and full ownership rights of the Subject IP, (v) the exclusive worldwide product and distribution rights in and to the Subject IP (i.e. without geographic restriction/boundaries) in perpetuity for the HVAC/R Market, inclusive of all past, present and future causes of action and claims for damages derived by reason of infringement thereof, (vi) direct and full ownership rights to any Derivative Intellectual Property, (vii) any and all common law or statutory Trademarks and Service Marks, related to the Subject IP, and (viii) unrestricted but non-exclusive rights to use either the Trade Secret intellectual property formulation embedded in and underlying the Subject IP, or any Derivative Intellectual Property, for any worldwide products markets other than the HVAC/R Market.
Sample 1
Sale, Transfer, Conveyance, and Assignment of Intellectual Property. For and in consideration of an amount in cash equal to one hundred and fifty thousand dollars (USD$150,000) (the “Purchase Price”), payable by Assignee to Assignor in one installment payment as set forth hereinbelow, Assignor hereby sells, transfers, conveys and assigns to Assignee all of its worldwide rights, title and interest in and to the Subject Patent and the Subject Product, including i) any and all know-how, data, shop practices, trade secrets, chemical components, constituent ingredients (as well as know-how related to how to manufacture and produce same), ratios, formulae, information related to sources of materials and components, and all information that is required for the Assignee to independently practice the Subject Patent and independently manufacture and produce the Subject Product; ii) all past, present and future causes of action and claims for damages derived by reason of infringement upon the Subject Patent; and (iii) the entire worldwide right, title and interest in the Subject Patent, including the beneficial interest, together with all rights of priority, to file any and all applications based on or arising from the Subject Patent and future developments in the Subject Patent, which include, but are not limited to, provisional, nonprovisional, utility, design, industrial design, international, national/regional phase, plant, and xxxxx patent applications, and any and all divisions, continuations, continuations-in-part, substitutes, extensions, re-examinations and reissues thereof, all of which together shall be for Assignee’s own use and for the use of its assigns, successors, and legal representatives, to the end of the full term of the Subject Patent. Title to the Subject Patent and Subject Product shall pass from Assignor to Assignee on the date hereof, immediately, by operation of law, and without the need to execute any other documents. Effective as of the date hereof, Assignee shall possess all rights of Assignor to collect royalties under the Subject Patent. Assignor hereby sells, assigns, transfers and conveys to Assignor all right, title and interest it has in and to all causes of action and enforcement rights, whether currently pending, filed, or otherwise, for the Subject Patent and all inventions and discoveries described therein, including without limitation all rights to pursue damages, injunctive relief and other remedies for past, current and future infringement of the Subject Patent as of the date hereof. To eviden...
Sample 1

Related to Sale, Transfer, Conveyance, and Assignment of Intellectual Property

  • Intellectual Property Assignment The Assignor assigns to the Company, its successors and assigns, for good and sufficient consideration in connection with execution of the Operating Agreement dated DATE , the entire right, title and interest in Intellectual Property and the associated rights and causes of action (as defined below) relating to the Company. Assignor’s continuing membership in the Company is also conditioned on the assignment to the Company of Assignor’s rights in respect of any Intellectual Property created by Assignor during his/her term of membership in the Company.

  • Transfer and Assignment of Interests With the exception of transfers between family members, stated in 6.3, Members who wish to transfer, assign, convey or sell their Membership Interest must obtain unanimous written approval from the other Members. The other Members may approve or reject this request in their sole discretion.

  • Assignment of Intellectual Property The Executive hereby assigns to the Company or its designees, without further consideration and free and clear of any lien or encumbrance, the Executive’s entire right, title and interest (within the United States and all foreign jurisdictions) to any and all inventions, discoveries, improvements, developments, works of authorship, concepts, ideas, plans, specifications, software, formulas, databases, designees, processes and contributions to Confidential Information created, conceived, developed or reduced to practice by the Executive (alone or with others) during the Term which (i) are related to the Company’s current or anticipated business, activities, products, or services, (ii) result from any work performed by Executive for the Company, or (iii) are created, conceived, developed or reduced to practice with the use of Company property, including any and all Intellectual Property Rights (as defined below) therein (“Work Product”). Any Work Product which falls within the definition of “work made for hire”, as such term is defined in the U.S. Copyright Act, shall be considered a “work made for hire”, the copyright in which vests initially and exclusively in the Company. The Executive waives any rights to be attributed as the author of any Work Product and any “droit morale” (moral rights) in Work Product. The Executive agrees to immediately disclose to the Company all Work Product. For purposes of this Agreement, “Intellectual Property” shall mean any patent, copyright, trademark or service xxxx, trade secret, or any other proprietary rights protection legally available.

  • PROPRIETARY RIGHTS; ASSIGNMENT All Employee Developments shall be made for hire by the Employee for the Company or any of its subsidiaries or affiliates. “Employee Developments” means any idea, discovery, invention, design, method, technique, improvement, enhancement, development, computer program, machine, algorithm or other work or authorship that (i) relates to the business or operations of the Company or any of its subsidiaries or affiliates, or (ii) results from or is suggested by any undertaking assigned to the Employee or work performed by the Employee for or on behalf of the Company or any of its subsidiaries or affiliates, whether created alone or with others, during or after working hours. All Confidential Information and all Employee Developments shall remain the sole property of the Company or any of its subsidiaries or affiliates. The Employee shall acquire no proprietary interest in any Confidential Information or Employee Developments developed or acquired during the Term. To the extent the Employee may, by operation of law or otherwise, acquire any right, title or interest in or to any Confidential Information or Employee Development, the Employee hereby assigns to the Company all such proprietary rights. The Employee shall, both during and after the Term, upon the Company’s request, promptly execute and deliver to the Company all such assignments, certificates and instruments, and shall promptly perform such other acts, as the Company may from time to time in its discretion deem necessary or desirable to evidence, establish, maintain, perfect, enforce or defend the Company’s rights in Confidential Information and Employee Developments.

  • Xxxx of Sale and Assignment Xxxx of Sale and Assignment for the Property (the “Xxxx of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.

  • Trademark Assignment Upon the request of Theravance, GSK shall prepare a global assignment to Theravance of any Trademark extensively and publicly used by GSK and Theravance in connection with the Terminated Non-Respiratory Commercialized Alliance Product. If Theravance elects to record the Assignment, Theravance shall undertake such recordal tasks and shall bear the costs and fees associated with the recordal, including but not limited to all filing fees, agent fees, and costs of notarization and legalizations. GSK shall cooperate with Theravance as reasonably necessary. Notwithstanding the foregoing, in the event that any Trademark is used by GSK on any other product, GSK shall not assign such Trademark as contemplated in the preceding sentence but shall license such Trademark to Theravance on a non-exclusive basis and subject to any further license terms to be agreed by the Parties in good faith at the time.

  • Licenses and Assignments Except as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any right under any Patent or Copyright absent prior written approval of the Collateral Agent.

  • Assignment of Rights to Intellectual Property The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations. All copyrightable works that the Executive creates shall be considered “work made for hire”.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof.

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

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