Upon completion of a technology transfer of the Power 3 PK IP into a facility designated by AMBS completed to the complete satisfaction of AMBS and transfer of ownership of any and all patents pertaining to Parkinson's disease diagnosis by way of assignment of all related Power 3 PK IP, AMBS will be required to exercise this Asset Purchase Option as described below in Section 2.
For the term of this Agreement, Power 3 hereby grants to AMBS an exclusive worldwide license to develop, manufacture, have manufactured, use, market, sell and import medical devices and methods under the Power 3 PK IP, including but not limited to the items of intellectual property detailed on Schedule A hereto, and to use all trademarks and copyrights related to the Power 3 PK IP in furtherance of such activities.
All medical devices and all additional intellectual property pertaining to Parkinson's disease diagnosis, including all additional patents, applications, trademarks, copyrights, inventions, trade secrets, and know-how developed by AMBS or Power 3 during the term of this Agreement relating to or based in whole or in part on the Power 3 PK IP shall be the sole and exclusive property of the developing party.
Power 3 (i) owns, free and clear of all liens, all patents, trademarks, copyrights, inventions, trade secrets, and know-how related to or comprising the Power 3 PK IP, (ii) has not sold or granted to any third party any rights in the Power 3 PK IP, and (iii) has the right to use such intellectual property without infringing upon or otherwise acting adversely to the right of any person under or with respect to any of the foregoing.
All of the Power 3 PK IP can and will be licensed by Power 3 to AMBS upon the terms of this Agreement without the consent of any Person other than AMBS.