Common use of Assignment Agreement for Intellectual Property Rights – Negotiation Clause in Contracts

Assignment Agreement for Intellectual Property Rights – Negotiation. This Agreement shall remain in force and effect throughout any negotiations on an Assignment Agreement commenced under Clause 2.9 and shall continue after the conclusions of negotiations if no Assignment Agreement has been reached between the Parties. The Parties agree that any negotiation of an Assignment Agreement for the Intellectual Property Rights of the Licensor granted to the Licensee in effect at the time of the negotiation shall be on terms and conditions that must consider: a) the future commercial value of this Agreement and any subsequent license agreements arising from an option agreement as specified under Clause 2.8 for the Licensor in effect at the time of the negotiation; b) the need to satisfy all Third Party encumbrances and obligations placed on Imperial College and the Licensor on all Intellectual Property Rights licensed by the Licensor to the Licensee in effect at the time of negotiation; and c) the need for the Licensor and Imperial College to maintain rights identified in this Agreement and in any subsequent license agreements arising from an option agreement as specified under Clause 2.8, in whole or in part, including but not limited to, the Rights of Reservation under Clause 2.5. If no Assignment Agreement has been reached between the Parties the disputed issues shall be referred to an independent expert who shall be appointed and act in accordance with the provisions of Appendix B.

Assignment Agreement for Intellectual Property Rights – Negotiation. This Agreement shall remain in force and effect throughout any negotiations on an Assignment Agreement commenced under Clause 2.9 and shall continue after the conclusions of negotiations if no Assignment Agreement has been reached between the Parties. The Parties agree that any negotiation of an Assignment Agreement for the Intellectual Property Rights of the Licensor granted to the Licensee in effect at the time of the negotiation shall be on terms and conditions that must consider: a) the future commercial value of this Agreement and any subsequent license agreements arising from an option agreement as specified under Clause 2.8 for the Licensor in effect at the time of the negotiation; b) the need to satisfy all Third Party encumbrances and obligations placed on Imperial College and the Licensor on all Intellectual Property Rights licensed by the Licensor to the Licensee in effect at the time of negotiation; and c) the need for the Licensor and Imperial College to maintain rights identified in this Agreement and in any subsequent license agreements arising from an option agreement as specified under Clause 2.8, in whole or in part, including but not limited to, the Rights of Reservation under Clause 2.5. If no Assignment Agreement has been reached between the Parties the disputed issues shall be referred to an independent expert who shall be appointed and act in accordance with the provisions of Appendix B.