IP Assignments Sample Clauses
An IP Assignments clause transfers ownership of intellectual property created during the course of an agreement from one party to another, typically from an employee, contractor, or vendor to the hiring company. This clause specifies that any inventions, works of authorship, designs, or other IP developed in connection with the agreement will automatically belong to the designated party, often requiring the creator to execute further documents if necessary. Its core function is to ensure that the company or client has clear and undisputed rights to use, modify, and commercialize the resulting intellectual property, thereby preventing future disputes over ownership.
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IP Assignments. 4.5.1 ADAGENE agrees to assign and hereby assigns all IP in the ADCT New IP and the ADCT Platform Improvements (in each case together with all IP Rights therein) to ADCT or its designee and will provide all necessary assistance and execute any IP assignment document, or other document, reasonably requested by ADCT, at ADCT’s cost, in each case that is reasonably necessary to give effect to Sections 4.3. ADAGENE acknowledges and agrees that ADCT may be bound by certain IP assignment obligations towards ADCT’s Third Party licensor(s), including in particular with regards to any IP relating to PBDs and ADCs, including the Conjugated Materials, and ADAGENE agrees to not take any action which would prevent ADCT from complying with its assignment obligations thereto.
4.5.2 ADCT agrees to assign and hereby assigns all IP in the ADAGENE Platform Improvements to ADAGENE or its designee and will provide all necessary assistance and execute any IP assignment document, or other document, reasonably requested by ADAGENE, at ADAGENE’s cost, in each case that is reasonably necessary to give effect to Sections 43. ADAGENE acknowledges and agrees that ADCT may be bound by certain IP assignment obligations towards ADCT’s Third Party licensor(s), including in particular with regards to any IP relating to PBDs and ADCs, including the Conjugated Materials, and ADAGENE agrees to not take any action which would prevent ADCT from complying with its assignment obligations thereto.
IP Assignments. Seller shall have entered into the Assignment of Copyrights and Trademark Assignment, attached hereto as Exhibit I-1 and I-2, respectively.
IP Assignments. Except as would not reasonably be expected to have a Company ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect, each Person who contributed to or was involved in the creation or development of any material Company Group Owned Intellectual Property Rights for the Group Companies has signed an agreement assigning to such Group Company ownership of all right, title and interest of such Persons in such Company Group Owned Intellectual Property Rights.
IP Assignments. The Seller shall have delivered executed assignment of inventions agreements from each of the individuals set forth on Exhibit G in form proposed by Acquirer and reasonably satisfactory to Seller duly executed by the Acquired Companies.
IP Assignments. Except as set forth in Section 2.10(i) of the Disclosure Schedule, each Person who has contributed to the development of any Company Owned Intellectual Property (but excluding the Neurologix Assets) has executed a valid and binding written agreement expressly assigning to the Company all right, title and interest in any inventions and works of authorship, whether or not patentable, invented, created, developed, conceived and/or reduced to practice during the term of such Person’s engagement with the Company, and all Intellectual Property rights therein.
IP Assignments. Each current and former employee, officer, consultant and contractor of the Company or any of its Subsidiaries who is or has been involved in the development (alone or with others) of any Owned Company Intellectual Property included in the Company Intellectual Property, has executed and delivered to the Company or one its Subsidiaries sufficient employment, consulting or contractor agreements, non-disclosure agreements, and invention assignment agreements that (1) assign to the Company or one its Subsidiaries all right, title and interest in and to any Intellectual Property and Intellectual Property Rights arising from or developed or delivered to the Company or such Subsidiary in connection with such Person’s work for or on behalf of the Company or such Subsidiary, (2) waive any right to receive any further compensation with respect to such assignment of Intellectual Property Rights and (3) provide reasonable protection for the Trade Secrets of the Company and its Subsidiaries. To the Knowledge of the Company, no current or former employee, officer, consultant or contractor of the Company or any of its Subsidiaries is in default or breach of any term of any employment, consulting or contractor agreement, non-disclosure agreement, assignment agreement, or similar agreement. No present or former employee, officer, consultant or contractor of the Company or any of its Subsidiaries has any ownership, license or other right, title or interest, directly or indirectly, in whole or in part, in any Company Intellectual Property. In each case in which the Company or one its Subsidiaries has acquired ownership (or claimed or purported to acquire ownership) of any Intellectual Property or Intellectual Property Rights from any Person (including any employee, officer, consultant or contractor of the Company), the Company or such Subsidiary has obtained a valid and enforceable assignment sufficient to irrevocably transfer ownership of and all rights with respect to such Intellectual Property or Intellectual Property Rights to the Company or such Subsidiary.
IP Assignments. Except as would not reasonably be expected to have a Parent Material Adverse Effect, each Person who contributed to or was involved in the creation or development of any material Holdings Intellectual Property Rights for Holdings or any of its Subsidiaries has signed an agreement sufficient to transfer to such Holdings or Subsidiary ownership of all right, title and interest of such Persons in such Holdings Intellectual Property Rights.
IP Assignments. On or before the Closing Date, the intellectual property identified on Schedule 6.22 shall be assigned to the Corporation.
IP Assignments. Seller shall have entered into the Assignment of Intellectual Property, attached hereto as Exhibit D.
IP Assignments. On or prior to the Closing, the Company shall deliver any assignments necessary to transfer to the Company any Intellectual Property that should be Company IP, as Novus requests.