Assignment of intellectual property rights (asset purchase) (long form)

This Agreement is made on [insert date] (Commencement Date) between the following parties (each a ‘party’ and together the ‘parties’):

Parties

1. 1

   [insert Assignor name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (Assignor); and

1. 2

   [insert Assignee name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (Assignee)

Background

1. (A)

   [Assignor has entered into an agreement with Assignee [dated [insert date]] for the sale of [the [insert name] business and/or certain business Assets] by Assignor as seller to Assignee as buyer OR [insert other description of relevant transaction (referencing any relevant related agreements)]] (Transaction).

2. (B)

   Assignor has agreed to assign, and Assignee has agreed to take an assignment of, the Assigned IPR on the terms and conditions of this Agreement.

3. (C)

4. [This Agreement and the assignment under it is conditional upon a separate [Asset Purchase Agreement] (or similar document) being entered into between the parties on or before the date of this Agreement.]

The parties agree:

1. 1

   Definitions and interpretation