Patent Assignment Agreement

# Patent Assignment Agreement This **Patent Assignment Agreement** (this "Agreement"), effective as of the date of last signature (the "Effective Date"), is entered into by and between: **Assignor:** ___________, ___________ ___________ ("Assignor"); and **Assignee:** ___________, ___________ ___________ ("Assignee"). Each is a "Party"; together they are the "Parties." ## Recitals WHEREAS, Assignor is the owner of the Patents (as defined below), including all inventions disclosed therein; WHEREAS, Assignee desires to acquire, and Assignor desires to assign and transfer to Assignee, all right, title, and interest in and to the Patents throughout the world, on the terms set forth herein; NOW, THEREFORE, in consideration of the Assignment Price and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows. ## 1. Definitions 1.1 **"Patents"** means the patents and patent applications described in **Exhibit A**, together with: (a) all continuations, continuations-in-part, divisionals, reissues, reexaminations, inter partes reviews, post-grant reviews, and extensions of any of the foregoing; (b) all foreign counterpart applications, patents, and utility models claiming priority to any of the foregoing; (c) all supplementary protection certificates and similar rights extending or restoring the term of any of the foregoing; and (d) all rights to claim priority under 35 U.S.C. § 119, 120, and 365 (and equivalents) with respect to any of the foregoing. 1.2 **"Inventions"** means all inventions, discoveries, improvements, and innovations, whether or not patentable, that are disclosed in the specifications or claims of any of the Patents. 1.3 **"Assignment Price"** means ___________, which the Parties agree constitutes full and adequate consideration for the assignment of all right, title, and interest in and to the Patents and Inventions. ## 2. Assignment 2.1 **Grant of Assignment.** Assignor hereby irrevocably assigns, transfers, and conveys to Assignee and its successors and assigns, throughout the world and for the full term of each patent (and all renewals and extensions thereof), all of Assignor's right, title, and interest in and to: (a) the Patents, including all rights to exclude others from making, using, offering for sale, selling, or importing any invention claimed therein; (b) the Inventions and all related know-how, trade secrets, and technical information necessary or useful to practice the Inventions; (c) all accrued and future causes of action for infringement of the Patents, including the right to sue for past, present, and future infringement, and to collect all damages, royalties, fees, and other compensation arising therefrom; (d) all rights under 35 U.S.C. § 154 and equivalent foreign statutes to seek patent term extensions or adjustments; (e) all rights of priority claimed or claimable from the Patents under the Paris Convention or other applicable treaty or law; and