Assigned Intellectual Property Clause Samples

Assigned Intellectual Property. In accordance with this Agreement, Motorola hereby sells, assigns, conveys, transfers and agrees to deliver to Freescale, and Freescale hereby acquires from Motorola and the members of the Motorola Group, all right, title and interest in the United States and throughout the world of Motorola and the members of the Motorola Group in and to the following (collectively, the “Assigned Intellectual Property”): (a) all Assigned Patents, Assigned Copyrights, Assigned Trademarks, Assigned Mask Works and Assigned Technology including, without limitation, the Intellectual Property listed and described in Exhibit A, and all tangible embodiments of any of the foregoing, in any form and in any media, in the possession of any member of the Motorola Group or other Persons engaged or retained by any member of the Motorola Group, subject to all licenses and covenants not to assert with respect to any of the foregoing entered into prior to the Effective Date; (b) the exclusive right to grant licenses and rights under and with respect to any of the Intellectual Property referenced in Section 2.1(a), and to ▇▇▇ for any infringement occurring before or after the Effective Date as well as all statutory, contractual and other claims, demands, and causes of action for royalties, fees, or other income from, or infringement, misappropriation or violation of, any of the foregoing, and all of the proceeds from the foregoing that are accrued and unpaid as of, and/or accruing after, the Effective Date (except with respect to certain revenue sharing arrangements set forth in Exhibit B2 to the Master Intellectual Property License Agreement between Motorola and Freescale dated on or about the Effective Date with respect to certain “BGA Patents” described in such agreement); and (c) the exclusive right to apply for and obtain statutory rights and registrations with respect to any Intellectual Property referenced in Section 2.1(a), including without limitation any Intellectual Property: (i) conceived, developed or reduced to practice prior to the Effective Date solely by individuals who were Motorola employees and become Freescale employees after the Effective Date, even if the applicable Freescale employment agreement is not signed by such individuals (“Transferred Employees”), and (ii) unless otherwise agreed by the parties, conceived, developed or reduced to practice solely by Transferred Employees after the Effective Date, in the United States and anywhere else in the world.