Assignment and Assumption Clause Example with 5 Variations from Business Contracts

Assignment and Assumption. 1.1. Effective as of the Agreement Effective Date, LianBio Licensing hereby irrevocably assigns and transfers to Lian Oncology Cardiovascular all rights, licenses, title, interest, claims, demands, liabilities, duties, and obligations of LianBio Licensing under the License Agreement, including, without limitation, the Licensed Rights and all rights, interests, claims, and demands recoverable in law or equity that LianBio Licensing has or may have under the License Agreement (a) for past, present... and future infringements of the Navire MyoKardia IP, (b) for past, present, and future breaches by Navire MyoKardia of the License Agreement, (c) for past, present, and future tort or fraud claims, and (d) for compromising, settling, suing for, and collecting any profits and damages in connection with any of the foregoing, all of the foregoing to be held and enjoyed by Lian Oncology, Cardiovascular, its successors and assigns or their legal representatives, as fully and entirely as if Lian Oncology Cardiovascular had at all times been a party to the License Agreement in place of LianBio Licensing (such assignment, the “Assignment”). 1.2. Lian Oncology Cardiovascular hereby (a) irrevocably accepts the Assignment, and (b) (i) agrees to be bound by the License Agreement in accordance with its terms, (ii) assumes all liabilities, duties, and obligations of LianBio Licensing under the License Agreement, and (iii) acquires all rights, licenses, title, interest, claims, and demands of LianBio Licensing under the License Agreement, including, without limitation, the Licensed Rights, in each case, as if Lian Oncology Cardiovascular had at all times been a party to the License Agreement in place of LianBio Licensing. 1.3. Lian Oncology Cardiovascular shall assume all liability for any breach, non-observance or failure by LianBio Licensing to perform any performance, covenants, agreements, duties, and obligations expressed to be undertaken by LianBio Licensing under the License Agreement, irrespective of whether or not any such breach, non-observance or failure is known to any of the Parties. View More

Assignment and Assumption. 1.1. Effective as of the Agreement Effective Date, LianBio Licensing hereby irrevocably assigns and transfers to Lian Oncology all rights, licenses, title, interest, claims, demands, liabilities, duties, and obligations of LianBio Licensing under the License Agreement, including, without limitation, the Licensed Rights and all rights, interests, claims, and demands recoverable in law or equity that LianBio Licensing has or may have under the License Agreement (a) for past, present and future inf...ringements of the Navire QED IP, (b) for past, present, and future breaches by Navire QED of the License Agreement, (c) for past, present, and future tort or fraud claims, and (d) for compromising, settling, suing for, and collecting any profits and damages in connection with any of the foregoing, all of the foregoing to be held and enjoyed by Lian Oncology, its successors and assigns or their legal representatives, as fully and entirely as if Lian Oncology had at all times been a party to the License Agreement in place of LianBio Licensing (and LianBio, prior to the Novation Agreement) (such assignment, the “Assignment”). 1.2. Lian Oncology hereby (a) irrevocably accepts the Assignment, and (b) (i) agrees to be bound by the License Agreement in accordance with its terms, (ii) assumes all liabilities, duties, and obligations of LianBio Licensing under the License Agreement, and (iii) acquires all rights, licenses, title, interest, claims, and demands of LianBio Licensing under the License Agreement, including, without limitation, the Licensed Rights, in each case, as if Lian Oncology had at all times been a party to the License Agreement in place of LianBio Licensing. Licensing (and LianBio, prior to the Novation Agreement). 1.3. Lian Oncology shall assume all liability for any breach, non-observance or failure by LianBio Licensing (and LianBio, prior to the Novation Agreement) to perform any performance, covenants, agreements, duties, and obligations expressed to be undertaken by LianBio Licensing (and LianBio, prior to the Novation Agreement) under the License Agreement, irrespective of whether or not any such breach, non-observance or failure is known to any of the Parties. View More

Assignment and Assumption. 1.1. Effective as of the Agreement Effective Date, LianBio Licensing Lian Oncology hereby irrevocably assigns and transfers to Lian Oncology HK all rights, licenses, title, interest, claims, demands, liabilities, duties, and obligations of Lian Oncology under the License Agreement (as assignee of LianBio Licensing under the License Agreement, Assignment Agreement), including, without limitation, the Licensed Rights and all rights, interests, claims, and demands recoverable in law or equity that ...LianBio Licensing Lian Oncology has or may have under the License Agreement (as assignee of LianBio Licensing under the Assignment Agreement) (a) for past, present and future infringements of the Navire IP, (b) for past, present, and future breaches by Navire of the License Agreement, (c) for past, present, and future tort or fraud claims, and (d) for compromising, settling, suing for, and collecting any profits and damages in connection with any of the foregoing, all of the foregoing to be held and enjoyed by Lian Oncology, Oncology HK, its successors and assigns or their legal representatives, as fully and entirely as if Lian Oncology HK had at all times been a party to the License Agreement in place of Lian Oncology (as assignee of LianBio Licensing under the Assignment Agreement) (such assignment, the “Assignment”). 1.2. Lian Oncology HK hereby (a) irrevocably accepts the Assignment, and (b) (i) agrees to be bound by the License Agreement in accordance with its terms, (ii) assumes all liabilities, duties, and obligations of Lian Oncology under the License Agreement (as assignee of LianBio Licensing under the License Agreement, Assignment Agreement), and (iii) acquires all rights, licenses, title, interest, claims, and demands of Lian Oncology under the License Agreement (as assignee of LianBio Licensing under the License Agreement, Assignment Agreement), including, without limitation, the Licensed Rights, in each case, as if Lian Oncology HK had at all times been a party to the License Agreement in place of Lian Oncology (as assignee of LianBio Licensing. Licensing under the Assignment Agreement). 1.3. Lian Oncology HK shall assume all liability for any breach, non-observance or failure by LianBio Licensing Lian Oncology to perform any performance, covenants, agreements, duties, and obligations expressed to be undertaken by Lian Oncology under the License Agreement (as assignee of LianBio Licensing under the License Agreement, Assignment Agreement), irrespective of whether or not any such breach, non-observance or failure is known to any of the Parties. View More

Assignment and Assumption. 1.1. Effective as of the Agreement Effective Date, LianBio Licensing Lian Cardiovascular hereby irrevocably assigns and transfers to Lian Oncology Cardiovascular HK all rights, licenses, title, interest, claims, demands, liabilities, duties, and obligations of Lian Cardiovascular under the License Agreement (as assignee of LianBio Licensing under the License Agreement, Assignment Agreement), including, without limitation, the Licensed Rights and all rights, interests, claims, and demands recover...able in law or equity that LianBio Licensing Lian Cardiovascular has or may have under the License Agreement (as assignee of LianBio Licensing under the Assignment Agreement) (a) for past, present and future infringements of the Navire MyoKardia IP, (b) for past, present, and future breaches by Navire MyoKardia of the License Agreement, (c) for past, present, and future tort or fraud claims, and (d) for compromising, settling, suing for, and collecting any profits and damages in connection with any of the foregoing, all of the foregoing to be held and enjoyed by Lian Oncology, Cardiovascular HK, its successors and assigns or their legal representatives, as fully and entirely as if Lian Oncology Cardiovascular HK had at all times been a party to the License Agreement in place of Lian Cardiovascular (as assignee of LianBio Licensing under the Assignment Agreement) (such assignment, the “Assignment”). 1.2. Lian Oncology Cardiovascular HK hereby (a) irrevocably accepts the Assignment, and (b) (i) agrees to be bound by the License Agreement in accordance with its terms, (ii) assumes all liabilities, duties, and obligations of Lian Cardiovascular under the License Agreement (as assignee of LianBio Licensing under the License Agreement, Assignment Agreement), and (iii) acquires all rights, licenses, title, interest, claims, and demands of Lian Cardiovascular under the License Agreement (as assignee of LianBio Licensing under the License Agreement, Assignment Agreement), including, without limitation, the Licensed Rights, in each case, as if Lian Oncology Cardiovascular HK had at all times been a party to the License Agreement in place of Lian Cardiovascular (as assignee of LianBio Licensing. Licensing under the Assignment Agreement). 1.3. Lian Oncology Cardiovascular HK shall assume all liability for any breach, non-observance or failure by LianBio Licensing Lian Cardiovascular to perform any performance, covenants, agreements, duties, and obligations expressed to be undertaken by Lian Cardiovascular under the License Agreement (as assignee of LianBio Licensing under the License Agreement, Assignment Agreement), irrespective of whether or not any such breach, non-observance or failure is known to any of the Parties. View More

Assignment and Assumption. 1.1. Effective as of the Agreement Effective Date, LianBio Licensing Lian Oncology hereby irrevocably assigns and transfers to Lian Oncology HK all rights, licenses, title, interest, claims, demands, liabilities, duties, and obligations of Lian Oncology under the License Agreement (as assignee of LianBio Licensing under the License Agreement, Assignment Agreement), including, without limitation, the Licensed Rights and all rights, interests, claims, and demands recoverable in law or equity that ...LianBio Licensing Lian Oncology has or may have under the License Agreement (as assignee of LianBio Licensing under the Assignment Agreement) (a) for past, present and future infringements of the Navire QED IP, (b) for past, present, and future breaches by Navire QED of the License Agreement, (c) for past, present, and future tort or fraud claims, and (d) for compromising, settling, suing for, and collecting any profits and damages in connection with any of the foregoing, all of the foregoing to be held and enjoyed by Lian Oncology, Oncology HK, its successors and assigns or their legal representatives, as fully and entirely as if Lian Oncology HK had at all times been a party to the License Agreement in place of Lian Oncology (and LianBio, prior to the Novation Agreement) (as assignee of LianBio Licensing under the Assignment Agreement) (such assignment, the “Assignment”). 1.2. Lian Oncology HK hereby (a) irrevocably accepts the Assignment, and (b) (i) agrees to be bound by the License Agreement in accordance with its terms, (ii) assumes all liabilities, duties, and obligations of Lian Oncology under the License Agreement (as assignee of LianBio Licensing under the License Agreement, Assignment Agreement), and (iii) acquires all rights, licenses, title, interest, claims, and demands of Lian Oncology under the License Agreement (as assignee of LianBio Licensing under the License Agreement, Assignment Agreement), including, without limitation, the Licensed Rights, in each case, as if Lian Oncology HK had at all times been a party to the License Agreement in place of Lian Oncology (and LianBio, prior to the Novation Agreement) (as assignee of LianBio Licensing. Licensing under the Assignment Agreement). 1.3. Lian Oncology HK shall assume all liability for any breach, non-observance or failure by LianBio Licensing Lian Oncology (and LianBio, prior to the Novation Agreement) to perform any performance, covenants, agreements, duties, and obligations expressed to be undertaken by Lian Oncology (and LianBio, prior to the Novation Agreement) (as assignee of LianBio Licensing under the Assignment Agreement) under the License Agreement, irrespective of whether or not any such breach, non-observance or failure is known to any of the Parties. View More