Transfer of Patents and Additional Rights Clause Samples

The "Transfer of Patents and Additional Rights" clause establishes the terms under which ownership of patents and related intellectual property rights are assigned from one party to another. Typically, this clause outlines the specific patents or patent applications being transferred, the timing and conditions of the transfer, and may include provisions for the transfer of related rights such as improvements, continuations, or foreign counterparts. Its core practical function is to ensure that all relevant intellectual property rights are clearly and legally transferred, preventing future disputes over ownership and enabling the recipient to fully exploit and protect the patented technology.
Transfer of Patents and Additional Rights. 2.1 Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in and to the Patent Rights. This sale includes all right, title and interest of Seller in all causes of action and enforcement rights for the Patents, including all of its rights to pursue damages, injunctive relief and other remedies for past, current and future infringement of the Patent Rights. This sale is subject to the pre-existing rights of others and existing licenses listed in Exhibit B. Upon receipt of the Consideration, Seller shall execute and deliver to Purchaser the assignment agreements attached hereto as Exhibit C within 30 days and shall provide the U.S. Deliverables and Foreign Deliverables within 45 days. 2.2 Effective upon the Closing, and subject to the provisions of Paragraph 2.3, Purchaser hereby grants to Seller and all Affiliates, a royalty-free, non-exclusive, non-sublicensable perpetual right and license to the Patent Rights (collectively the “Seller License”) to practice the methods and to make, have made, use, distribute, lease, sell, offer for sale, import, export, develop and otherwise dispose of and exploit any of Seller’s or any Affiliates’ processes and products (collectively the “Covered Products”). The seller license shall apply to the reproduction, and subsequent distribution of Covered Products as they are described by the Seller, Affiliates, authorized agents of the Seller, and Affiliates, and third parties in the supply chain for the Seller and any Affiliates, such as a distributor, replicator, VAR, or OEM. The Seller License is non-transferable (by operation of law or otherwise) except as set forth in Paragraph 2.3. 2.3 Without obtaining the consent of Purchaser, and without providing prior notice to Purchaser, Seller, or an Affiliate may assign or otherwise sublicense rights under the Seller License with respect to Covered Products in the context of an assignment to a third party purchaser (a “Permitted Transferee”) of an operating unit, product line, or product business of the Seller or an Affiliate that involves the one or more Covered Products. In the event of each such transfer (a “Transfer”), a Permitted Transferee’s use of the Seller License will be limited to the Covered Products that are of the type produced by the transferred operating unit, product line, or product business before the Transfer. Except for the Covered Products described in the preceding sentence, the Seller License will not exten...
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Transfer of Patents and Additional Rights. 2.1 Ragonap hereby sells, assigns, transfers and conveys to Purchaser all of Ragonap’s right, title and interest in and to the Patent Rights. This sale includes all right, title and interest of Ragonap in all causes of action and enforcement rights for the Patents, including all of its rights to pursue damages, injunctive relief and other remedies for past, current and future infringement of the Patent Rights. Upon the date hereof, Ragonap shall execute and deliver to Purchaser the patent assignment agreement attached hereto as Exhibit A (the “Patent Assignment Agreement”).
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Transfer of Patents and Additional Rights in the event of a Sale
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Transfer of Patents and Additional Rights. 2.1 Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in and to the Patent Rights. This sale includes all rights, title and interest of Seller in all causes of action and enforcement rights for the Patent, including all of its rights to pursue damages, injunctive relief and other remedies for past, current and future infringement of the Patent Rights. Upon receipt of the Consideration, Seller shall execute and deliver to Purchaser the assignment agreements attached hereto as Exhibit C within 5 days and shall provide the U.S. Deliverables within 10 days.
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Transfer of Patents and Additional Rights. 2.1 Seller hereby agrees to sell, assign, transfer and convey to Purchaser all of Seller’s right, title and interest in and to the worldwide Patent Rights. This sale includes all right, title and interest of Seller in all causes of action and enforcement rights for the Patents, including all of its rights to pursue damages, injunctive relief and other remedies for past, current and future infringement of the Patent Rights.
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Transfer of Patents and Additional Rights 
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Related to Transfer of Patents and Additional Rights

  • Other Patents and Copyrights 15 5.7 Remedies ................................................... 16

  • Assignment of Rights to Intellectual Property The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations. All copyrightable works that the Executive creates shall be considered “work made for hire”.

  • Covenants Regarding Patent, Trademark and Copyright Collateral (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that is material to the conduct of such Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to ▇▇▇▇ any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shall, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor will take all necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly ▇▇▇ for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

  • Assignment of Patents Executive shall disclose fully to the Company any and all discoveries he shall make and any and all ideas, concepts or inventions he shall conceive or make that are related or applicable to the Business of the Company or of any of its Subsidiaries or to any other products, services, or technology in medicine or the health sciences in which the Company shall during the Employment Period undertake, or actively and in good faith consider, research or commercial involvement; provided, however, that either (a) such discovery(ies), idea(s), concept(s) and/or invention(s) are made by the Executive during the Employment Period or (b) such discovery(ies), idea(s), concept(s) and/or invention(s) are made by the Executive during the period of six (6) months after his employment terminates and are in whole or in part the result of his work with the Company. Such disclosure is to be made promptly after each such discovery or conception, and each such discovery, idea, concept or invention will become and remain the property of the Company, whether or not patent applications are filed thereon. Upon the request and at the expense of the Company, the Executive shall (i) make application through the patent solicitors of the Company for letters patent of the United States and any and all other countries at the discretion of the Company on such discoveries, ideas and inventions, and (ii) assign all such applications to the Company, or at its order, without additional payment by the Company except as otherwise agreed by the Company and the Executive. The Executive shall give the Company, its attorneys and solicitors, reasonable assistance in preparing and prosecuting such applications and, on request of the Company, execute such papers and do such things as shall be reasonably necessary to protect the rights of the Company and vest in it or its assigns the discoveries, ideas or inventions, applications and letters patent herein contemplated. Said cooperation shall also include such actions as are reasonably necessary to aid the Company in the defense of its rights in the event of litigation. This Section 18 shall not apply to any invention for which no equipment, supplies, facilities, or trade secret information of the Company or its Subsidiaries was used, and which was developed entirely on the Executive’s own time, unless (i) the invention relates directly to the Business of the Company or of any of its Subsidiaries or to the actual or demonstrably anticipated research or development of the Company or of any of its Subsidiaries, or (ii) the invention results from any work performed by the Executive for the Company.

  • Intellectual Property Rights and Indemnification Any intellectual property which originates from or is developed by a Party shall remain in the exclusive ownership of that Party. No license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable to a Party, is granted to the other Party or shall be implied or arise by estoppel. It is the responsibility of each Party to ensure at its own cost that it has obtained any necessary licenses in relation to intellectual property of third Parties used by it to receive any service or to perform its respective obligations under this Agreement.