Common use of Assignment Obligation Clause in Contracts

Assignment Obligation. (a) Each Party shall cause all Persons who perform activities for such Party under this Agreement to be under an obligation to assign (or, if such Party is unable to cause such Person to agree to such assignment obligation despite such Party’s using commercially reasonable efforts to negotiate such assignment obligation, provide a license under) their rights in any Information and inventions resulting therefrom to such Party, except where Applicable Law requires otherwise and except in the case of governmental, not-for-profit and public institutions which have standard policies against such an assignment (in which case a suitable license, or right to obtain such a license, shall be obtained). (b) AbbVie will promptly disclose to Licensor in writing, the conception, discovery, development or making of any Licensor Program Know-How, Licensor Program Patents, Product-Specific Know-How and Product-Specific Patents by Persons who perform activities for AbbVie under this Agreement. AbbVie, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to Licensor all its right, title and interest in and to any Licensor Program Know-How and Licensor Program Patents. AbbVie will execute and record assignments and other necessary documents consistent with such ownership promptly upon request. (c) Licensor will promptly disclose to AbbVie in writing, the conception, discovery, development or making of any AbbVie Program Know-How, AbbVie Program Patents, Product-Specific Know-How and Product-Specific Patents by Persons who perform activities for Licensor under this Agreement. Licensor, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to AbbVie all its right, title and interest in and to any AbbVie Program Know-How, AbbVie Program Patents, Product-Specific Know-How and Product-Specific Patents. Licensor will execute and record assignments and other necessary documents consistent with such ownership promptly upon request. (d) Each Party will promptly disclose to the other Party in writing, the conception, discovery, development or making of any Joint Program Know-How or Joint Program Patents by Persons who perform activities for it under this Agreement. Each Party will execute and record assignments and other necessary documents consistent with such ownership promptly upon request.

Assignment Obligation. (a) Each Party shall cause all Persons who perform activities for such Party under this Agreement to be under an obligation to assign (or, if such Party is unable to cause such Person to agree to such assignment obligation despite such Party’s Party using commercially reasonable efforts to negotiate such assignment obligation, provide a license under) their rights in any Information and inventions resulting therefrom to such Party, except where Applicable Law requires otherwise and except in the case of governmental, not-for-profit and public institutions which have standard policies against such an assignment (in which case a suitable license, or right to obtain such a license, shall be obtained). (b) AbbVie will promptly disclose to Licensor in writing, the conception, discovery, development or making of any Licensor Program Know-How, How or Licensor Program Patents, Product-Specific Know-How and Product-Specific Patents by Persons who perform activities for AbbVie under this Agreement. AbbVie, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to Licensor all its right, title and interest in and to any Licensor Program Know-How and its right, title and interest in and to Licensor Program Patents. AbbVie will execute and record assignments and other necessary documents consistent with such ownership promptly upon requestownership. (c) Licensor will promptly disclose to AbbVie in writing, the conception, discovery, development or making of any AbbVie Program Know-How, How or AbbVie Program Patents, Product-Specific Know-How and Product-Specific Patents by Persons who perform activities for Licensor under this Agreement. Licensor, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to AbbVie all its right, title and interest in and to any AbbVie Program Know-HowHow and its right, title and interest in and to AbbVie Program Patents, Product-Specific Know-How and Product-Specific Patents. Licensor will execute and record assignments and other necessary documents consistent with such ownership promptly upon requestownership. (d) Each Party will promptly disclose to the other Party in writing, the conception, discovery, development or making of any Joint Program Know-How or Joint Program Patents by Persons who perform activities for it under this Agreement. Each Party, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to the other Party such right, title and interest in and to any Joint Program Know-How and Joint Program Patents as is necessary to achieve the joint ownership set forth in Section 8.1.3. Each party will execute and record assignments and other necessary documents consistent with such ownership promptly upon requestownership.

Assignment Obligation. (a) Each Party [***] hereby assigns, and shall cause its Affiliates and Sublicensees to assign, all Persons who perform of its rights, title and interest in Product Inventions and Patent Rights related thereto, to [***]. With respect to any activities for such Party of Licensee under this Agreement that are subcontracted to be under a Person that is not an obligation to assign (oremployee of Licensee, if such Party is unable to cause such Person to agree to such assignment obligation despite such Party’s using commercially reasonable efforts to negotiate such assignment obligationits Affiliates or Sublicensees, provide a license under) their rights in any Information and inventions resulting therefrom to such Party, except where Applicable Law requires otherwise and except Licensee shall include in the case of governmental, not-for-profit and public institutions which have standard policies against such applicable subcontract (i) an assignment (to Licensee of all of such subcontractor’s rights, title and interest in which case a suitable licenseProduct Inventions, or right to obtain such a license, shall be obtained). (b) AbbVie will promptly disclose to Licensor in writing, the conception, discovery, development or making of any Licensor Program Know-How, Licensor Program Patents, Product-Specific Patent Rights and Know-How made by such subcontractor resulting from such activities, and Product(ii) to the extent that such subcontractor uses or incorporates its pre-Specific existing intellectual property or improvements thereon in performing such activities, a license to Licensee that is sublicensable to Company in multiple tiers of any such pre-existing intellectual property to the extent reasonably necessary for (A) Company to exploit Product Inventions in the Field in the Territory, (B) Company and Licensee to Develop and Commercialize the Licensed Products in the Field in the Territory, and (C) Company and Licensee to Manufacture the Licensed Products in the Field in the Territory. Licensee hereby grants Company a non-exclusive, irrevocable, perpetual, royalty-free, fully-paid, worldwide, sublicensable license as described in the preceding sentence to (x) exploit the Product Inventions in the Field in the Territory, (y) Develop, have Development, Commercialize and have Commercialized the Licensed Products in the Field in the Territory, and (z) Manufacture and have Manufactured the Licensed Products in the Field in the Territory. To the extent such subcontractor uses or incorporates its pre-existing intellectual property or improvements thereon in performing such activities, Licensee, its Affiliates, or Sublicensees, as applicable, shall notify Company and, if requested by Company, use good faith efforts to introduce Company to such subcontractor so that Company can negotiate a license to such pre-existing intellectual property to (I) exploit Product Inventions in or outside the Territory, (II) Develop, have Developed, Commercialize and have Commercialized the Licensed Products in or outside the Territory, and (III) Manufacture and have Manufactured the Licensed Products in or outside the Territory, each to the extent not already covered in the foregoing license. In furtherance of the foregoing, to the extent Licensee, or any of its Affiliates or Sublicensees is required under applicable Laws to pay a reward or remuneration to any employees or contractors who conceive, reduce to practice, discover, develop or otherwise make any Data, Patents or inventions by Persons who perform activities for AbbVie under this Agreement. AbbVie, for itself and or on behalf of Licensee or its AffiliatesAffiliates under or in connection with this Agreement, hereby assigns (Licensee shall ensure that such employees or contractors agree to and to are bound by a written inventor reward and remuneration policy or agreement that is legally sufficient under applicable Laws, including a specific waiver of pre-emption rights under the extent such assignment can only be made laws of the Territory, including for Affiliates or Sublicensees incorporated in the future hereby agrees to assign)PRC, to Licensor Article 326 of the PRC Contract Law, such that all its right, title and interest in and to to, and such employees or contractors shall not have any Licensor Program Know-How and Licensor Program additional right or claim in or to, any Data, Patents. AbbVie will execute and record assignments , inventions, and other necessary documents consistent with such ownership promptly upon request. (c) Licensor will promptly disclose intellectual property rights derived from their work other than the reward and remuneration they are entitled to AbbVie in writingunder the inventor reward and remuneration policy or agreement of Licensee, the conceptionapplicable Affiliate or Sublicensee, discoveryor such subcontractor. As between Company and Licensee, development Licensee shall incur the costs associated with paying all such inventor rewards and remuneration, and shall make, and shall cause its Affiliates and Sublicensees to make, timely payments to its or making of any AbbVie Program Know-How, AbbVie Program Patents, Product-Specific Know-How their respective employees and Product-Specific Patents by Persons who perform activities contractors in accordance with its or their respective inventor reward and remuneration policy or agreement with its employees for Licensor under this Agreement. Licensor, for itself such rewards and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to AbbVie all its right, title and interest in and to any AbbVie Program Know-How, AbbVie Program Patents, Product-Specific Know-How and Product-Specific Patents. Licensor will execute and record assignments and other necessary documents consistent with such ownership promptly upon requestremuneration. (d) Each Party will promptly disclose to the other Party in writing, the conception, discovery, development or making of any Joint Program Know-How or Joint Program Patents by Persons who perform activities for it under this Agreement. Each Party will execute and record assignments and other necessary documents consistent with such ownership promptly upon request.

Assignment Obligation. (a) Each Party shall cause all Persons who perform activities for such Party under this Agreement to be under an obligation to assign (or, if such Party is unable to cause such Person to agree to such assignment obligation despite such Party’s using commercially reasonable efforts to negotiate such assignment obligation, provide a license under) their rights in any Information information and inventions resulting therefrom to such Party, except where Applicable Law requires otherwise and except in the case of governmental, not-for-profit and public institutions which have standard policies against such an assignment (in which case a suitable license, or right to obtain such a license, shall be obtained). (b) AbbVie Genentech will promptly disclose to Licensor BicycleTx in writingwriting any Platform Inventions, the conception, discovery, development or making of any Licensor Program BicycleTx Platform Know-How, Licensor Program PatentsCollaboration Know-How, Product-Specific Collaboration Inventions, Product Know-How and Product-Specific Patents Product Inventions made by Persons (other than BicycleTx) who perform activities for AbbVie Genentech under this Agreement. AbbVieGenentech, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future future, hereby agrees to assign), ) to Licensor BicycleTx all of its right, title and interest in and to any Licensor Program and all Platform Inventions (and any BicycleTx Platform Know-How and Licensor Program PatentsBicycleTx Platform Patents relating thereto). AbbVie Genentech will execute and record assignments and other necessary documents consistent with such ownership promptly upon request. (c) Licensor BicycleTx will promptly disclose to AbbVie Genentech in writing, the conception, discovery, development or making of any AbbVie Program Collaboration Know-How, AbbVie Program PatentsCollaboration Inventions, Product-Specific Product Know-How and Product-Specific Patents Product Inventions made by Persons who perform activities for Licensor BicycleTx under this Agreement. Licensor, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to AbbVie all its right, title and interest in and to any AbbVie Program Know-How, AbbVie Program Patents, Product-Specific Know-How and Product-Specific Patents. Licensor will execute and record assignments and other necessary documents consistent with such ownership promptly upon request. (d) Each Party will promptly disclose to the other Party Party, in writing, the conception, discovery, development development, generation, making or making creation of any Joint Program Collaboration Know-How or Joint Program Patents Collaboration Inventions made by Persons who perform activities for it under this Agreement. Each Party will execute and record assignments and other necessary documents consistent with such ownership promptly upon request.

Assignment Obligation. Solely with respect to Patents and Information that would, if Controlled by Licensee or, subject to Clause 11.3(b) (a) Each Party Assignment - subclause (b)), any of its Affiliates, be Licensee Patents or Licensee Know-How, respectively: Licensee shall cause all Persons who perform Development activities, Manufacturing activities or regulatory activities for such Party Licensee under this Agreement or who conceive, discover, develop, author or otherwise make any applicable Information, Improvement or other invention by or on behalf of Licensee or its Affiliates or its or their Sublicensees under or in connection with this Agreement to be under an obligation to assign (or, if such Party Licensee is unable to cause such Person to agree to such assignment obligation despite such PartyLicensee’s using commercially reasonable efforts to negotiate such assignment obligation, provide then to grant a license under, with Licensee Controlling) their rights in any Information applicable Information, Improvement and inventions resulting therefrom therefrom, and any Patent or intellectual property rights with respect thereto, to such PartyLicensee, except where Applicable Law requires otherwise and except in the case of governmentalGovernmental Authorities, not-for-profit and public institutions which that have standard policies against such an assignment (in which case case, a suitable license, license or right to obtain or negotiate such a license, with Control, shall be obtained). . Solely with respect to Patents and Information that would, if Controlled by Nabriva or, subject to Clause 11.3(b) (Assignment - subclause (b) AbbVie will promptly disclose to Licensor in writing)), the conceptionany of its Affiliates, discovery, development be Nabriva Patents or making of any Licensor Program Nabriva Know-How, Licensor Program Patents, Productrespectively (in each case subject to Clause 2.5(b) (In-Specific Know-How and Product-Specific Patents by License Agreements)): Nabriva shall use commercially reasonable efforts to cause all Persons who perform Development activities, Manufacturing activities or regulatory activities for AbbVie Nabriva under this Agreement. AbbVieAgreement or who conceive, for itself and discover, develop, author or otherwise make any applicable Information, Improvement or other invention by or on behalf of Nabriva or its Affiliates or its or their sublicensees under or in connection with this Agreement to be under an obligation to assign to Nabriva their rights in any applicable Information, Improvement and inventions resulting therefrom, and any applicable Patent or intellectual property rights with respect thereto, or, if Nabriva is unable to cause such Person to agree to such assignment obligation despite Nabriva’s using commercially reasonable efforts to negotiate such assignment obligation, then Nabriva shall use commercially reasonable efforts to cause such Persons to grant a royalty-free sublicenseable license under their rights in such applicable Information, Improvement or invention, and such applicable Patent or intellectual property right (which such license shall be an In-License Agreement subject to Clause 2.5(b) (In-License Agreements)), or, if Nabriva is unable to cause such Person to agree to such royalty-free license despite Nabriva’s using commercially reasonable efforts to negotiate such licensee, then Nabriva shall use commercially reasonable efforts to cause such Persons to grant a royalty-bearing sublicenseable license under their rights in such applicable Information, Improvement or invention, and such Patent or intellectual property right (which such license shall be an In-License Agreement subject to Clause 2.5(b) (In-License Agreements)); in each case, except where Applicable Law requires otherwise and except in the case of Governmental Authorities, not-for-profit and public institutions that have standard policies against such an assignment (in which case, Nabriva shall use commercially reasonable efforts to obtain a suitable license or right to obtain or negotiate such a license, which such license shall be an In-License Agreement subject to Clause 2.5(b) (In-License Agreements)). Notwithstanding the above, if Nabriva is only able to cause such Persons to grant a royalty-bearing sublicenseable license under such Person’s rights in an applicable Patent described in the preceding sentence, and (i) such applicable Patent is necessary for Licensee to exercise its Manufacturing license under Clause 2.1(b) and (ii) Licensee, its Affiliates, hereby assigns (and or Sublicensees are required to the extent make any payments to such assignment can only be made Persons under such license with respect to such Manufacturing in the future hereby agrees Territory, Licensee will be entitled to assigndeduct from the royalty payment that would otherwise have been due to Nabriva under Clause 5.3(a) (Royalty Rate), an amount equal to Licensor all [**] percent ([**]%) of the amounts paid by Licensee, its right, title and interest in and Affiliates or Sublicensees to any Licensor Program Know-How and Licensor Program Patents. AbbVie will execute and record assignments and other necessary documents consistent with such ownership promptly upon requestPersons. (c) Licensor will promptly disclose to AbbVie in writing, the conception, discovery, development or making of any AbbVie Program Know-How, AbbVie Program Patents, Product-Specific Know-How and Product-Specific Patents by Persons who perform activities for Licensor under this Agreement. Licensor, for itself and on behalf of its Affiliates, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to AbbVie all its right, title and interest in and to any AbbVie Program Know-How, AbbVie Program Patents, Product-Specific Know-How and Product-Specific Patents. Licensor will execute and record assignments and other necessary documents consistent with such ownership promptly upon request. (d) Each Party will promptly disclose to the other Party in writing, the conception, discovery, development or making of any Joint Program Know-How or Joint Program Patents by Persons who perform activities for it under this Agreement. Each Party will execute and record assignments and other necessary documents consistent with such ownership promptly upon request.