Assignment to Epizyme Clause Samples

Assignment to Epizyme. Epizyme shall own all Epizyme Combination Therapy IP, Epizyme IP, and Epizyme Manufacturing IP. Unless prohibited by Applicable Law, Hutchmed will assign and hereby does assign to Epizyme, and Epizyme hereby accepts such assignment of, all of Hutchmed’s rights, title and interests in and to any and all inventions or discoveries conceived, identified, discovered, authored, developed, or reduced to practice solely or jointly by or on behalf of any Hutchmed Entity, and any Patent Rights thereon, included in (i) Epizyme Combination Therapy IP, (ii) Epizyme IP, and (iii) Epizyme Manufacturing IP. In the case of such assignment, Hutchmed shall, with Epizyme bearing Hutchmed’s reasonable Out-of-Pocket Costs for such assignment, obtain all necessary assignment documents for Epizyme, render all signatures that shall be necessary for the relevant patent filings and assist Epizyme in all other reasonable ways that are necessary for the Prosecution of the Patent Rights assigned to Epizyme pursuant to this Section 11.1(b). In the event that (A) Applicable Law prohibits the assignment to Epizyme ​ of inventions, discoveries, or Patent Rights included in Epizyme Combination Therapy IP, Epizyme IP, or Epizyme Manufacturing IP, then in lieu of the assignment of such inventions, discoveries, or Patent Rights to Epizyme, Hutchmed will grant and hereby grants to Epizyme, without cost to Epizyme, as broad, exclusive and unrestricted license to, with the broadest enforcement rights with respect to, such inventions, discoveries, or Patent Rights as allowable under Applicable Law, or (B) despite the good faith efforts of Hutchmed to obtain an assignment obligation from a Hutchmed Entity (other than Hutchmed), the Hutchmed Entity (other than Hutchmed) does not agree to an assignment to Epizyme of inventions, discoveries, or Patent Rights included in Epizyme Combination Therapy IP, Epizyme IP, or Epizyme Manufacturing IP (other than intellectual property rights constituting improvements to such Hutchmed Entity’s background intellectual property), then in lieu of the assignment of such inventions, discoveries, or Patent Rights to Epizyme, Hutchmed will obtain from the Hutchmed Entity the rights necessary to grant to Epizyme and Hutchmed will grant and hereby grants to Epizyme, without cost to Epizyme, as broad, exclusive and unrestricted a license to, with the broadest enforcement rights with respect to, such inventions, discoveries, or Patent Rights (other than intellectual propert...
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Related to Assignment to Epizyme

  • Assignment, Etc The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.

  • Assignment to Owners Interconnection Customer may assign the Interconnection Service Agreement without the Interconnected Transmission Owner’s or Transmission Provider’s prior consent to any Affiliate or person that purchases or otherwise acquires, directly or indirectly, all or substantially all of the Customer Facility and the Customer Interconnection Facilities, provided that prior to the effective date of any such assignment, the assignee shall demonstrate that, as of the effective date of the assignment, the assignee has the technical and operational competence to comply with the requirements of this Interconnection Service Agreement and assumes in a writing provided to the Interconnected Transmission Owner and Transmission Provider all rights, duties, and obligations of Interconnection Customer arising under this Interconnection Service Agreement. However, any assignment described herein shall not relieve or discharge the Interconnection Customer from any of its obligations hereunder absent the written consent of the Transmission Provider, such consent not to be unreasonably withheld, conditioned or delayed.

  • Assignment Agreement The Assignment and Assumption Agreement, dated the Closing Date, between Residential Funding and the Company relating to the transfer and assignment of the Mortgage Loans.

  • Assignment to Lenders Interconnection Customer may, without the consent of the Transmission Provider or the Interconnected Transmission Owner, assign the Interconnection Service Agreement to any Project Finance Entity(ies), provided that such assignment does not alter or diminish Interconnection Customer’s duties and obligations under this Interconnection Service Agreement. If Interconnection Customer provides the Interconnected Transmission Owner with notice of an assignment to any Project Finance Entity(ies) and identifies such Project Finance Entities as contacts for notice purposes pursuant to Section 21 of this Appendix 2, the Transmission Provider or Interconnected Transmission Owner shall provide notice and reasonable opportunity for such entity(ies) to cure any Breach under this Interconnection Service Agreement in accordance with this Interconnection Service Agreement. Transmission Provider or Interconnected Transmission Owner shall, if requested by such lenders, provide such customary and reasonable documents, including consents to assignment, as may be reasonably requested with respect to the assignment and status of the Interconnection Service Agreement, provided that such documents do not alter or diminish the rights of the Transmission Provider or Interconnected Transmission Owner under this Interconnection Service Agreement, except with respect to providing notice of Breach to a Project Finance Entity. Upon presentation of the Transmission Provider and/or the Interconnected Transmission Owner’s invoice therefor, Interconnection Customer shall pay the Transmission Provider and/or the Interconnected Transmission Owner’s reasonable documented cost of providing such documents and certificates. Any assignment described herein shall not relieve or discharge the Interconnection Customer from any of its obligations hereunder absent the written consent of the Interconnected Transmission Owner and Transmission Provider.

  • Assignment of Rights Borrower acknowledges and understands that Agent or Lender may, subject to Section 11.7, sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”). After such assignment the term “Agent” or “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of Agent and Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, Agent and Lender shall retain all rights, powers and remedies hereby given. No such assignment by Agent or Lender shall relieve Borrower of any of its obligations hereunder. Lender agrees that in the event of any transfer by it of the Note(s)(if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon.