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Document Preview Asset Transfer and Sublicense Agreement |
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Title: |
Asset Transfer and Sublicense Agreement |
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Entities: |
Maxygen, Inc.; Enchira Biotechnology Corp |
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Date: |
2002 |
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Size: |
Preview shows 6KB of 42KB total |
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Price: |
$40 |
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ID: |
#151367 |
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ASSET TRANSFER AND SUBLICENSE AGREEMENT
THIS ASSET TRANSFER AND SUBLICENSE AGREEMENT, dated and effective as of September 20, 2002 (the Effective Date), is by and between [ ** ] ([ ** ]), having its principal place of business at [ ** ], and ENCHIRA BIOTECHNOLOGY CORPORATION, a Delaware corporation (Enchira), having its principal place of business at 4200 Research Forest Drive, The Woodlands, TX 77381 (collectively, the Parties).
RECITALS
WHEREAS, [ ** ] has developed technologies for, among other things, the [ ** ] ;
WHEREAS, Enchira owns and has licensed intellectual property and materials related to, among other things, biodesulfurization of fossil fuels (BDS);
WHEREAS, [ ** ] desires to acquire from Enchira, and Enchira desires to transfer to [ ** ], certain of Enchiras intellectual property and materials related to BDS;
WHEREAS, [ ** ] desires to sublicense from Enchira, and Enchira desires to sublicense to [ ** ], certain of Enchiras intellectual property related to BDS; and
WHEREAS, the Parties desire to set forth herein the terms governing such transfer and such sublicense.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties, intending to be legally bound, hereby agree as follows:
1. DEFINITIONS.
Additional Materials shall mean the materials listed in Schedule D.
Affiliate shall mean any entity that directly or indirectly Owns, is Owned by or is under common Ownership, with Enchira, or [ ** ], as the case may be, where Owns, Owned or Ownership means direct or indirect possession of more than fifty percent (50%) of the outstanding voting securities of a corporation or a comparable equity interest in any other type of entity or such lesser amount as constitutes control in the relevant jurisdiction.
Agreement shall mean this Asset Transfer and Sublicense Agreement.
Assigned Know-How shall mean all know-how, trade secrets, inventions, data, processes, procedures, devices, methods, formulas, media, strains and all lines, reagents, protocols and marketing and other information and materials, including improvements thereon, whether or not patentable, but which are necessary or useful for the commercial
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