Common use of Notice and Assignment Clause in Contracts

Notice and Assignment. During the JDP Term, Verenium shall promptly notify BP and SPE of any Program Technology developed solely by or on behalf of Verenium, BP shall promptly notify Verenium and SPE of any Program Technology developed solely by or on behalf of BP, and Verenium and BP shall promptly notify one another and SPE of any Program Technology developed jointly by or on behalf of Verenium and BP. Verenium hereby assigns to SPE any and all rights Verenium has or may acquire in Program Technology, or if assignment is not permitted by law, waives such rights or grants to SPE an exclusive, fully paid, perpetual irrevocable, worldwide license under such rights for any and all purposes. BP hereby assigns to SPE any and all rights BP has or may acquire in Program Technology, or if assignment is not permitted by law, waives such rights or grants to SPE an exclusive, fully paid, perpetual irrevocable, worldwide license under such rights for any and all purposes. Each of Verenium and BP agrees to execute any assignment or other documents reasonably necessary to convey to SPE any right, title or other interest to Program Technology as necessary to effect the ownership of Program Technology by SPE, and, upon request, will assist in connection with the preparation and prosecution of any application for intellectual property rights relating to or included in the Program Technology owned by SPE pursuant hereto.