Assignment of Prior Agreement Sample Clauses

Assignment of Prior Agreement. TSFG and the Company hereby agree to and Executive consents to the assignment of all of TSFG's obligations and responsibilities under the Prior Agreement to the Company.
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Assignment of Prior Agreement. (1) TJBio SH hereby assigns and transfers the Prior Agreement, and all of the rights and obligations of TJBio SH thereunder (except as otherwise provided in this Amendment Seven) to I-Mab US, and I-Mab US hereby acquires, accepts and assumes the Prior Agreement and all such rights and obligations of TJBio SH thereunder (except as otherwise provided in this Amendment Seven); provided, however, that (a) TJBio SH shall continue to be bound by the confidentiality obligations under Section 8 of the Prior Agreement, and with respect to TJBio’s confidential information disclosed under this Amendment Seven or the Prior Agreement, ABL Bio and I-Mab US shall be bound by the confidentiality obligations at least as stringent as those contained in Section 8 of the Prior Agreement, and (b) TJBio SH shall maintain the ownership and the right to the Parental Antibodies (anti-PD-L1 and anti-CLDN18.2) so that the licenses granted to I-Mab US under Section 3.1 and ABL Bio can be effective, and ABL Bio shall maintain the ownership and the right to the ABL Bio Parental Antibody (anti 4-1BB) and BsAb Technology so that the licenses granted to I-Mab US under Section 3.2 and TJBio SH can be effective. (2) TJBio SH hereby assigns and transfers to I-Mab US: (a) TJBio SH’s rights, titles and interests in Patent Rights comprising BsAb Improvements jointly filed with ABL Bio (including, for the sake of clarity, the Patent Rights previously assigned to I-Mab US as of March 12, 2024, and the Patent Rights assigned to I-Mab US under Section 2.4), but in any event excluding the Patent Rights comprising BsAb Improvement in relation to CLDN18.2/4-1BB BsAb in Greater China, (b) an undivided half of TJBio SH’s rights, titles, and interests in (i) all Know-How comprising Collaboration Bioassay IP, and (ii) all Know-How comprising BsAb Improvement that is necessary or reasonably useful for the research, development, manufacture or commercialization of CLDN18.2/4-1BB BsAb (such Know-How described in subsection (ii), “CD4B Know-How”), so that TJBio SH and I-Mab US shall jointly own the undivided, one-half interest over the CD4B Know-How, with the other undivided, one-half interest over the CD4B Know-How owned by ABL Bio, (c) all of TJBio SH’s rights, titles, and interests in all Know-How comprising BsAb Improvement that is not CD4B Know-How, and (d) the role of the Lead Party currently held by TJBio SH with respect to CLDN18.2/4-1BB BsAb and the rights, titles, interests and obligations of TJBio ...
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Related to Assignment of Prior Agreement

  • Termination of Prior Agreements The execution of this Agreement shall be deemed to constitute the termination as of the Effective Date of any and all prior agreements between an Acquiring Fund and an Acquired Fund that relates to the investment by any Acquiring Fund in any Acquired Fund in reliance on a participation agreement, exemptive order or other arrangement among the parties intended to achieve compliance with Section 12(d)(1) of the 1940 Act (the “Prior Section 12 Agreements”). The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such Prior Section 12 Agreements.

  • Termination of Prior Agreement Upon the effectiveness of this Agreement, the Prior Agreement shall terminate and be of no further force and effect, and shall be superseded and replaced in its entirety by this Agreement.

  • Effect of Prior Agreements This Agreement contains the entire understanding between the parties hereto and supersedes any prior employment agreement between the Company or any predecessor of the Company and the Executive.

  • Amendment and Restatement of Prior Agreement The Prior Agreement is hereby amended in its entirety and restated herein. Such amendment and restatement is effective upon the execution of this Agreement by the Company and the holders of a majority of the Prior Preferred Stock held by the Prior Investors outstanding as of the date of this Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

  • Incorporation of Prior Agreements; Amendments This Lease contains all agreements of the parties with respect to any matter mentioned herein. No prior agreement or understanding pertaining to any such matter shall be effective. This Lease may be modified in writing only, signed by the parties in interest at the time of the modification. Except as otherwise stated in this Lease, Lessee hereby acknowledges that neither the real estate broker listed in Paragraph 15 hereof nor any cooperating broker on this transaction nor the Lessor or any employees or agents of any of said persons has made any oral or written warranties or representations to Lessee relative to the condition or use by Lessee of said Premises and Lessee acknowledges that Lessee assumes all responsibility regarding the Occupational Safety Health Act, the legal use and adaptability of the Premises and the compliance thereof with all applicable laws and regulations in effect during the term of this Lease except as otherwise specifically stated in this Lease.