Common use of Intellectual Property Transfers Clause in Contracts

Intellectual Property Transfers. Each Seller hereby irrevocably sells, grants, conveys, assigns and delivers unto the Company, its successors and assigns, all of such Seller's right, title and interest (if any), throughout the world, in and to the Inventions, all prior and derivative works relating to the Inventions, all actions and causes of action relating to the Inventions, and all profits, damages, penalties and other recoveries related to any of the foregoing. As used herein, the term "Inventions" means any and all inventions, technological innovations, modifications, discoveries, designs, developments, improvements, processes, programs, formulas, data, techniques, methods, know-how, ideas, creations, secrets and any other intellectual property rights whatsoever including any and all interests (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) and improvements to all such properties that such Seller (either alone or with others) has made, conceived, discovered, created, developed, invented, produced, reduced to practice or possesses that, in case of any of the foregoing, relate to or are used in connection with the Business or any of the products or services being developed, provided or sold by the Company or any Subsidiary. Each Seller covenants that, when requested, such Seller will, without charge to the Company, its successors and assigns, but without out-of-pocket expense of such Seller, execute all documents and take all such further actions as may be reasonably necessary, desirable or convenient to enable the Company and its successors and assigns to obtain, maintain and enforce, in any and all countries, its intellectual property rights and interests in the matters herein assigned to the Company.

Intellectual Property Transfers. Each Seller hereby As of the Closing, Ernst shall irrevocably sellssell, grantsgrant, conveysconvey, assigns assign and delivers deliver unto the Company, its successors and assigns, all of such Seller's his right, title and interest (if any), throughout the world, in and to the Inventions, all prior and derivative works relating to the Inventions, all actions and causes of action relating to the Inventions, and all profits, damages, penalties and other recoveries related to any of the foregoing. As used herein, the term "“Inventions" ” means any and all inventions, technological innovations, modifications, discoveries, designs, developments, improvements, processes, programs, formulas, data, techniques, methods, know-how, ideas, creations, secrets and any other intellectual property rights whatsoever including any and all interests (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) and improvements to all such properties that such Seller Ernst (either alone or with others) possessed and/or has made, conceived, discovered, created, developed, invented, produced, or reduced to practice or possesses that, possession that (i) in case of any of the foregoing, relate to or are used or to be used in connection with the Business or any of the products or services being developed, provided or sold (or to be developed, provided or sold) by the Company and (ii) was made, conceived, discovered, created, developed, invented, produced, or reduced to practice or possession after December 31, 2007, in the case of inventions by Ernst, and after January 31, 2008, in the case of any Subsidiaryco-inventors who are also Other Members. Each Seller Ernst covenants that, when requestedrequested following the Closing, such Seller he will, without charge to the Company, its successors and assigns, but without out-of-pocket expense of such Sellerto him, execute all documents and take all such further actions as may be reasonably necessary, desirable or convenient to enable the Company and its successors and assigns to obtain, maintain and enforce, in any and all countries, its intellectual property rights and interests in the matters herein assigned to the Company.