Cross-Border Intellectual Property Assignment

Assignment

With effect from the Effective Date, the Assignor assigns to the Assignee, by way of present assignment, with full title guarantee to the extent permitted by applicable law, all of the Assignor's right, title and interest in and to the Assigned IP, throughout the world, including the rights to apply for, register, renew, enforce, recover damages for, and otherwise exploit the Assigned IP.

The Assignor hereby assigns to the Assignee, by way of present assignment of future rights, all right, title and interest in any intellectual property rights within the Future IP Scope as and when those rights come into existence; where a present assignment of a future right is ineffective under applicable law, the Assignor shall assign that right to the Assignee immediately on its coming into existence.

The assignment includes, to the extent assignable, all rights of action, claims, causes of action and rights to recover damages, account of profits, costs and other relief for infringement, misappropriation or other violation of the Assigned IP occurring before, on or after the Effective Date. The Assignor shall, at the Assignee's reasonable request and cost, provide reasonable assistance in pursuing any pre-Effective Date claim.

Ownership and Contributors

The Assignor shall procure, and shall maintain records reasonably evidencing, assignments and waivers from its employees, directors, officers, consultants, contractors and other contributors sufficient to vest in the Assignor the rights it assigns under this agreement. The parties acknowledge that a work may qualify as a work made for hire under United States law only where the applicable statutory conditions are met, and that first ownership of certain works created by an employee in the course of employment may arise under the law of England and Wales; neither proposition is assumed for an independent contractor's work.

Moral Rights

To the fullest extent permitted by applicable law, the Assignor waives, and shall procure the waiver by relevant authors of, all moral rights in the Assigned IP under the Copyright, Designs and Patents Act 1988 and all similar rights worldwide. To the extent any such rights cannot be waived, the Assignor shall not, and shall procure that relevant authors do not, assert them against the Assignee or its licensees, successors and assigns. To the extent applicable to any work of visual art under United States law, the Assignor shall procure a written waiver of rights under the Visual Artists Rights Act to the extent legally effective.

Further Assurances and Power of Attorney

Each party shall promptly sign and deliver documents and take further acts reasonably necessary to evidence, perfect, register, record or enforce the assignment. The Assignee shall reimburse the Assignor's reasonable documented out-of-pocket costs of compliance. The Assignor irrevocably appoints the Assignee and each of its authorised officers as its attorney-in-fact, coupled with an interest and exercisable only if the Assignor fails to act within a reasonable time after request, to sign and file documents in the Assignor's name solely to give effect to this agreement, to the extent permitted by applicable law.

Recordals and Registrations

The Assignee may record or register this agreement and any short-form assignment with the United States Patent and Trademark Office, the United States Copyright Office, the United Kingdom Intellectual Property Office and any other relevant authority. The parties shall cooperate with recordals. The Assignee shall bear filing fees and external costs unless an authority requires otherwise. The parties acknowledge that recordal, priority, formal validity and enforceability of an assignment of a registered right are determined by the law and requirements applicable to that right and the relevant registry.

Consideration and Payment

In consideration of the assignment and the Assignor's obligations under this agreement, the Assignee shall pay the Consideration to the Assignor on the Payment Date using the Payment Method. Payment is due only against delivery of any reasonably required transfer documents and is without set-off except for amounts finally determined to be payable by the Assignor to the Assignee.

Taxes

Each party is responsible for taxes imposed on it in connection with this agreement. The Assignor shall provide the Tax Documentation before payment. The Assignee may deduct or withhold any tax required by law, shall use reasonable efforts to provide the Assignor with evidence of the deduction or withholding, and shall cooperate reasonably with available exemption or treaty-relief procedures. The parties shall apply the VAT Treatment. Amounts stated exclusive of VAT are increased by VAT properly chargeable on receipt of a valid VAT invoice, unless the VAT Treatment states otherwise.

Licence-Back

The Assignee grants the Assignor a non-exclusive, non-transferable, non-sublicensable, royalty-free licence during the Licence-Back Term to use the Assigned IP only within the Licence-Back Scope. The Assignor shall not challenge the Assigned IP, grant any conflicting right, or use the Assigned IP outside the Licence-Back Scope.

Warranties

The Assignor represents and warrants on the Effective Date that: it has authority to enter into and perform this agreement; it owns the Assigned IP or has the right to assign it; it has not granted rights that conflict with this agreement; the Assigned IP is free from security interests, liens, charges and other encumbrances created by the Assignor; and, to the Assignor's knowledge, use of the Assigned IP as used by the Assignor before the Effective Date does not infringe a third party's intellectual property rights. Except for these express warranties, the Assigned IP is assigned as is.

Indemnity

The Assignor shall indemnify the Assignee against losses finally awarded by a court or arbitral tribunal, or agreed in a settlement approved by the Assignor, arising from a third-party claim that the Assignor breached its warranties or that an encumbrance created by the Assignor affects the Assigned IP. The Assignee shall give prompt notice, allow the Assignor control of the defence and settlement, and provide reasonable cooperation at the Assignor's expense. The Assignor may not settle a claim in a way that admits liability by, imposes liability or non-monetary obligations on, or restricts the Assignee without the Assignee's consent.

Limitation of Liability

Neither party is liable to the other for indirect, incidental, special, punitive or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings, whether arising in contract, tort or otherwise. Each party's aggregate liability arising out of this agreement is limited to the Liability Cap. These exclusions and cap do not apply to fraud, fraudulent misrepresentation, death or personal injury caused by negligence, liability that cannot lawfully be excluded or limited, or the Assignor's breach of the Assignment, Moral Rights, or title and encumbrance warranties clauses.

Confidentiality

Each party shall keep confidential the terms of this agreement and non-public technical, commercial and legal information received from the other party in connection with it, and shall use that information only to perform or enforce this agreement. A party may disclose confidential information to its affiliates, professional advisers, insurers, financing sources and personnel who need to know it and are bound by confidentiality obligations, or where required by law, court order or securities rule, after giving prior notice where legally permitted. This clause does not apply to information that is public other than through breach, lawfully known without restriction, independently developed, or lawfully received from a third party without restriction.

Export Controls and Sanctions

Each party shall comply with applicable export-control, trade-sanctions and anti-boycott laws in performing this agreement. Neither party shall provide technology, software, technical data or other controlled items, or make the Assigned IP available, in a manner prohibited by applicable law. Neither party is required to act where doing so would breach applicable export-control or sanctions law; it shall notify the other party promptly to the extent legally permitted.

Personal Data

Each party shall process personal data within the Personal Data Scope only as necessary to perform this agreement and in compliance with applicable data-protection law. Each party shall implement appropriate technical and organisational measures and shall cooperate reasonably on any required data-transfer mechanism, data-subject request, security incident or regulatory inquiry. This clause does not allocate controller and processor roles or replace any separate data processing agreement required by applicable law.

Term and Termination

This agreement takes effect on the Effective Date and continues unless terminated before the Effective Date by written agreement of both parties. A party may terminate before the Effective Date by written notice if the other party materially breaches this agreement and fails to cure that breach within 30 days after notice. Termination does not affect an assignment that has already taken effect, accrued rights, or clauses intended to survive, including Confidentiality, Limitation of Liability, Governing Law and Dispute Resolution.

Governing Law

This agreement and any non-contractual obligations arising out of or in connection with it are governed by the law of England and Wales. This choice does not determine the law governing title, assignment formalities, registration, recordal, validity, scope or enforceability of a particular intellectual property right where another law applies to that issue.

Dispute Resolution

The parties irrevocably submit to the exclusive jurisdiction of the courts located in the Court Location for any dispute arising out of or in connection with this agreement, except that either party may seek interim, protective or enforcement relief in any court of competent jurisdiction.

General

This agreement is the entire agreement between the parties about its subject matter and supersedes prior discussions and agreements about that subject matter. A variation must be in writing and signed by both parties. Neither party may assign this agreement without the other party's written consent, except that the Assignee may assign it to an affiliate or successor to all or substantially all of its relevant business or assets. No failure or delay in exercising a right is a waiver. If a provision is unenforceable, it shall be modified to the minimum extent necessary or, if that is not possible, severed, and the remainder continues. Nothing in this agreement creates a partnership, agency or fiduciary relationship. A person who is not a party has no right to enforce this agreement, except where applicable law gives that person a non-excludable right. This agreement may be signed in counterparts and by electronic signature to the extent permitted by applicable law.