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INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

IP Intellectual Property License Assignment Agreement

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT | Document Parties: COMBINATORX, INC | ExCRX Singapore Pte Ltd You are currently viewing:
This IP Intellectual Property License Assignment Agreement involves

COMBINATORX, INC | ExCRX Singapore Pte Ltd

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Title: INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
Governing Law: Massachusetts     Date: 6/2/2009
Industry: Biotechnology and Drugs     Sector: Healthcare

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT, Parties: combinatorx  inc , excrx singapore pte ltd
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INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

     THIS INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this “Assignment” ) is made and dated as of June 2, 2009 (the “Effective Date” ) by and between CombinatoRx, Incorporated, a Delaware corporation with its principal office and place of business at 245 1st Street, Cambridge, MA 02142 ( “CRX” ), and ExCRX Singapore Pte. Ltd., formerly known as CombinatoRx (Singapore) Pte Ltd, a company incorporated in Singapore with company registration number 200511269N whose registered office is 11 Biopolis Way #08-05/06 Helios Singapore 138667 ( “CRX-SG” ).

     WHEREAS, CRX and CRX-SG have entered into a Termination Agreement of even date herewith, pursuant to which the Services Agreement between CRX and CRX-SG, dated as of August 19, 2005 (the “Prior Services Agreement” ) has been terminated; and

     WHEREAS, CRX and CRX-SG have entered into a Transition Services Agreement of even date herewith (the “Transition Services Agreement” ), pursuant to which CRX agrees to transition services previously performed by CRX to third parties designated by CRX-SG to perform such services; and

     WHEREAS, CRX and CRX-SG wish to confirm their understanding regarding certain intellectual property rights.

     NOW THEREFORE, be it known that, for good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:

1. Definitions .

“Agreement IP Rights” shall mean the Project Intellectual Property and the Previously Assigned Patent Rights.

“CRX Technology” shall mean all inventions, discoveries, technologies, trade secrets, works of authorship, writings, data and other information (i) that were owned by CRX prior to the conduct or commencement of any services pursuant to the Prior Services Agreement, or which were developed or acquired by CRX independently of, and not in the performance of services pursuant to the Prior Services Agreement or (ii) that were developed or acquired by CRX in the performance of services pursuant to the Prior Services Agreement and that do not relate to novel therapeutic combinations for Infectious Disease.

“Infectious Disease” shall mean any disease indication caused by a viral, bacterial or fungal infection, other than any disease indication which may be related to or caused by a viral, bacterial or fungal infection, or which may have a putative infectious component, but primary treatment for which, as of the initiation of research or development work on such indication by CRX, is not typically anti-infective in nature, including, without


limitation or by way of example, such indications as cervical cancer (possibly caused by HPV) or Crohn’s disease (putative cause: infections).

“Previously Assigned Patent Rights” shall mean all right, title and interest in and to any U.S. Patent Applications listed on Exhibit A , any invention claimed therein, any other patent application directed to any such invention, and all Letters Patent of the United States that may be granted thereon, and all reissues, continuations, continuations-in-part, divisions, revisions, reexaminations, and extensions thereof; and all rights to claim priority on the basis of such applications, and all applications for Letters Patent that have been or may be filed for any such invention in any country of the world and all Letters Patent that may be granted on any such invention in any country of the world, and all extensions, renewals, and reissues thereof, constituting all patent rights made or developed pursuant to the Prior Services Agreement that have, pursuant to the provisions thereof, previously been assigned by CRX to CRX-SG.

“Project Intellectual Property” shall mean any and all data, writings (irrespective of whether in written or electronic form), information (tangible and intangible), processes, methods, inventions, discoveries, improvements, trade secrets, works of authorship and technology in any form whatsoever, and any and all patent, copyright and other intellectual property rights therein, resulting from or generated, made or developed by or on behalf of CRX in the performance of the services provided to CRX-SG under the Prior Services Agreement to the extent any of the foregoing covers novel therapeutic combination therapies for Infectious Disease, but excluding, without limitation, any process, methods, inventions, discoveries, improvements, trade secrets, works of authorship and technology related solely to the CRX Technology.

2. Ownership and Assignment of Patent Rights .

CRX and CRX-SG hereby agree that the Previously Assigned Patent Rights listed on Exhibit A are owned by and vest solely and exclusively in CRX-SG under the terms of the Prior Services Agreement. Without prejudice to the foregoing, CRX hereby transfers and assigns to CRX-SG:

a.     

all rights, title and interests, including all intellectual property rights anywhere in the world, whether registered or not, and all benefits and rights to sue or obtain relief for any past, current or future infringement or violation of such rights, in and to the Agreement IP Rights throughout all countries of the world and in perpetuity; and

 

b.     

all rights of action, powers and benefits arising from ownership of the Agreement IP Rights throughout all countries of the world and in perpetuity, including without limitation, the right to sue for damages and other legal and equitable remedies in respect of all causes of action arising prior to, on or after the Effective Date.

 


CRX hereby authorizes and requests the Commissioner of Patents and Trademarks of the United States and any official of any country of the world whose duty it is to issue patents on applications as described above, to issue all Letters Patent for the invention(s) to CRX-SG or its lawful successors or assigns, in accordance with the terms of this Assignment.

To the extent that any rights, title and interests, including all intellectual property rights anywhere in the world, whether registered or not, and all benefits and rights to sue or obtain relief for any past, current or future infringement or violation of such rights, in and to the Agreement IP Rights (or any part thereof) in any country of the world may remain or become vested in CRX or its related corporations notwithstanding Section 2, CRX shall and hereby agrees, a


 
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