Common use of Transfer of Intellectual Property Clause in Contracts

Transfer of Intellectual Property. On the terms and conditions set forth in this Agreement, Seller shall, at the Closing (as defined in Section 3.01 hereof), sell, transfer and assign to Buyer, free and clear of all liens and encumbrances other than any encumbrances or restrictions that result from or arise out of the Buyer License Agreement, and Buyer shall purchase and acquire from Seller, all right, title and interest in and to the Applicable Technology described as follows (collectively, the “Transferred Intellectual Property”): (a) all patents and patent applications, relating primarily to the Applicable Technology, consisting of the patents and patent applications described in Schedule 1.01(a) and any patents and patent applications relating, by virtue of a claim of priority, to any patents or patent applications described in Schedule 1.01(a), but excluding the (l) (the “Transferred Patent Rights”); (b) all patents and patent applications, relating primarily to the Applicable Technology, consisting of the patents and patent applications described in Schedule 1.01(b) and any patents and patent applications relating, by virtue of a claim of priority, to any patents or patent applications described in Schedule 1.01(b), all of which are subject to the Buyer License Agreement, but excluding the patents and patent applications described in Schedule 1.02(l) (the “Transferred Patents Subject to Licenses”); (c) the trade secrets, know-how, and confidential information relating to the Transferred Intellectual Property, or protectable designs, registered or unregistered, and registrations and applications for registration thereof, and all rights Seller may have to institute or maintain any action to protect the same and recover damages for infringement or misappropriation or misuse thereof; and (d) all documents or other tangible materials embodying or relating primarily to the intellectual property described in (a), (b) or (c) above, including but not limited to all laboratory or inventor notebooks referencing the intellectual property described in (a), (b) or (c) above. The parties hereto expressly agree that Buyer is not assuming any of the liabilities, obligations or undertakings relating to the foregoing Transferred Intellectual Property.

Transfer of Intellectual Property. On Effective as of the terms and conditions set forth date of Closing provided for in this the Asset Purchase Agreement, Seller shallAssignor sells, at the Closing transfers, conveys, assigns and delivers to Assignee and Assignee accepts all (as defined in Section 3.01 hereof), sell, transfer i) discoveries and assign inventions (whether patentable or unpatentable and whether or not reduced to Buyer, free and clear of all liens and encumbrances other than any encumbrances or restrictions that result from or arise out of the Buyer License Agreement, and Buyer shall purchase and acquire from Seller, all right, title and interest in and to the Applicable Technology described as follows (collectively, the “Transferred Intellectual Property”): (a) all patents and patent applications, relating primarily to the Applicable Technology, consisting of the patents and patent applications described in Schedule 1.01(a) and any patents and patent applications relating, by virtue of a claim of priority, to any patents or patent applications described in Schedule 1.01(a), but excluding the (l) (the “Transferred Patent Rights”); (b) all patents and patent applications, relating primarily to the Applicable Technology, consisting of the patents and patent applications described in Schedule 1.01(b) and any patents and patent applications relating, by virtue of a claim of priority, to any patents or patent applications described in Schedule 1.01(bpractice), all of which are subject to the Buyer License Agreementimprovements thereto, but excluding the patents and all United States, international, and foreign patents, patent applications described (either filed or in Schedule 1.02(lpreparation for filing), patent disclosures and statutory invention registrations, including all reissuances, divisions, continuations, continuations in part, extensions and reexaminations thereof, all rights therein provided by international treaties or conventions, (ii) (the “Transferred Patents Subject to Licenses”); (c) the trademarks, service marks, trade secretsdress, know-howlogos, trade names, corporate names, and confidential information relating to the Transferred Intellectual Propertyother source identifiers (whether or not registered) including all common law rights, all registrations and applications for registration (either filed or protectable designsin preparation for filing) thereof, registered all rights therein provided by international treaties or unregisteredconventions, and all renewals of any of the foregoing, (iii) all copyrightable works and copyrights (whether or not registered), all registrations and applications for registration thereof, all rights therein provided by international treaties or conventions, and all rights Seller may have data and documentation relating thereto, (iv) confidential and proprietary information, trade secrets, know-how (whether patentable or nonpatentable and whether or not reduced to institute or maintain any action to protect the same and recover damages for infringement or misappropriation or misuse thereof; and (d) all documents or other tangible materials embodying or relating primarily to the intellectual property described in (apractice), (b) or (c) aboveprocesses and techniques, research and development information including but not limited to all laboratory or inventor notebooks referencing the intellectual property described in (a)patent and/or copyright searches conducted by Seller and/or any third party, ideas, technical data, designs, drawings and specifications, (bv) Software, (vi) coded values, formats, data and historical or current databases, whether or not copyrightable, (cvii) above. The parties hereto expressly agree that Buyer is not assuming domain names, Internet websites or identities used or held for use by the Seller, (viii) other proprietary rights relating to any of the liabilitiesforegoing (including without limitation any and all associated goodwill and remedies against infringements thereof and rights of protection of an interest therein under the laws of all jurisdictions), obligations or undertakings relating to and (ix) copies and tangible embodiments of any of the foregoing Transferred (the "Intellectual Property").

Transfer of Intellectual Property. On Effective as of the terms and conditions set forth date of Closing provided for in this the Asset Purchase Agreement, Seller shallAssignor sells, at the Closing transfers, conveys, assigns and delivers to Assignee and Assignee accepts all (as defined in Section 3.01 hereof)i) designs, sell, transfer discoveries and assign inventions (whether patentable or unpatentable and whether or not reduced to Buyer, free and clear of all liens and encumbrances other than any encumbrances or restrictions that result from or arise out of the Buyer License Agreement, and Buyer shall purchase and acquire from Seller, all right, title and interest in and to the Applicable Technology described as follows (collectively, the “Transferred Intellectual Property”): (a) all patents and patent applications, relating primarily to the Applicable Technology, consisting of the patents and patent applications described in Schedule 1.01(a) and any patents and patent applications relating, by virtue of a claim of priority, to any patents or patent applications described in Schedule 1.01(a), but excluding the (l) (the “Transferred Patent Rights”); (b) all patents and patent applications, relating primarily to the Applicable Technology, consisting of the patents and patent applications described in Schedule 1.01(b) and any patents and patent applications relating, by virtue of a claim of priority, to any patents or patent applications described in Schedule 1.01(bpractice), all of which are subject to the Buyer License Agreementimprovements thereto, but excluding the patents and all United States, international, and foreign patents, patent applications described (either filed or in Schedule 1.02(lpreparation for filing), patent disclosures and statutory invention registrations, including all reissuances, divisions, continuations, continuations in part, extensions and reexaminations thereof, all rights therein provided by international treaties or conventions, (ii) (the “Transferred Patents Subject to Licenses”); (c) the trademarks, service marks, trade secretsdress, know-howlogos, trade names, corporate names, and confidential information relating to the Transferred Intellectual Propertyother source identifiers (whether or not registered) including all common law rights, all registrations and applications for registration (either filed or protectable designsin preparation for filing) thereof, registered all rights therein provided by international treaties or unregisteredconventions, and all renewals of any of the foregoing, (iii) all copyrightable works and copyrights (whether or not registered), all registrations and applications for registration thereof, all rights therein provided by international treaties or conventions, and all rights Seller may have data and documentation relating thereto, (iv) confidential and proprietary information, trade secrets, know-how (whether patentable or nonpatentable and whether or not reduced to institute or maintain any action to protect the same and recover damages for infringement or misappropriation or misuse thereof; and (d) all documents or other tangible materials embodying or relating primarily to the intellectual property described in (apractice), (b) or (c) aboveprocesses and techniques, research and development information including but not limited to all laboratory or inventor notebooks referencing the intellectual property described in (a)patent and/or copyright searches conducted by Assignor and/or any third party, ideas, technical data, designs, drawings and specifications, (bv) Software, (vi) coded values, formats, data and historical or current databases, whether or not copyrightable, (cvii) above. The parties hereto expressly agree that Buyer is not assuming domain names, Internet websites or identities used or held for use by the Assignor, (viii) other proprietary rights relating to any of the liabilitiesforegoing (including without limitation any and all associated goodwill and remedies against infringements thereof and rights of protection of an interest therein under the laws of all jurisdictions), obligations or undertakings relating to and (ix) copies and tangible embodiments of any of the foregoing Transferred (the “Intellectual Property”).