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Assignment Of Patents

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ASSIGNMENT OF PATENTS
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WHEREAS, SERAGEN, INC., a Delaware corporation, having a place of business at 97 South Street, Hopkinton, Massachusetts 01748 (hereinafter "Seragen"), is the owner of certain right, title and interest in and to inventions and the United States patents rights relating thereto;
WHEREAS, Seragen, represents and warrants that it has the sole and exclusive right to make this Assignment of Patents; and
WHEREAS, SERAGEN TECHNOLOGY, INC., a Delaware corporation, having a place of business at 97 South Street, Hopkinton, Massachusetts 01748 (hereinafter "Seragen Technology") is desirous of acquiring Seragen's entire right, title and interest in and to said patent rights;
NOW THEREFORE, in consideration of (i) the issuance by Seragen Technology of all of its authorized Class A Common Stock and Class B Common Stock to Seragen, (ii) the execution by Seragen and Seragen Technology of an Irrevocable License Agreement of even date herewith, and (iii) the delivery by Seragen Technology of a certain Collateral Assignment of Patents in favor of persons and entities to whom Seragen will transfer its Class B Common Stock of Seragen Technology, and (iv) other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seragen hereby grants, assigns and conveys to Seragen Technology its entire right, title and interest in and to all of its now owned and existing or hereafter acquired patents and patent applications and letters patent that may have been or may hereafter be granted in the United States (including, without limitation, those listed in


2 may hereafter be granted in the United States (including, without limitation, those listed in Schedule A annexed hereto), and all reissues, divisions, continuations, renewals, extensions, and continuations-in-part thereof, together with all rights to bring actions for past, present, and future infringements and all rights corresponding thereto, including, without limitation, the right to retain all profits and damages from such past infringements, and all proceeds of any of the foregoing (including, without limitation, license royalties and proceeds of infringement suits). All of the foregoing shall hereinafter be referred to as the "Patents". The interests granted hereby are and shall be subject and subordinate to all licenses and rights heretofore or hereafter granted by Seragen to third parties to make, have made, use, sell or otherwise develop, use or exploit the technology and inventions described and claimed under the Patents, including, but not limited, to the licensed third parties set forth on Schedule B hereto.


Seragen further agrees, without charge to but at the expense of Seragen Technology, to execute all rightful oaths, assignments, powers of attorney and other papers which Seragen Technology, its successors, assigns or representatives deem desirable for obtaining, maintaining, reissuing and renewing United States patents and foreign patents for al
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