definiens: and the -3-<PAGE > as those terms are defined in the License Agreement ) and anyintellectual property and related rights derived or arising from theintellectual property licensed to [COMPANY] pursuant to the License Agreement, including without limitation, all intellectual property that is specified inExhibit A and Exhibit B to the Assignment of Intellectual Property Agreementbetween the Parties dated February 27, 2007 . Without limiting the generality ofthe foregoing, shall also include with respect to anyintellectual property and related rights derived or arising from theintellectual property licensed to [COMPANY] pursuant to the License Agreement, without limitation, any continuations, continuations - in - part, divisionals, reissues or reexaminations thereof, and any other rights which claim priority toor through the foregoing, and foreign counterparts thereto, and any derivativeworks developed therefrom, and any similar property or rights, howeverdenominated, anywhere in the world, including all priority rights under theInternational Convention . Simultaneously with receipt of the Payment by EscalonHoldings, the Escalon Parties shall execute the in the form attached as Exhibit B to this Agreement todocument such assignment . The Assignment of Intellectual Property is herebyincorporated into this Agreement by reference . To the extent any party otherthan Escalon Medical or Escalon Holdings owns or controls any of theIntellectual Property, they shall cause such party to enter into an assignmentagreement substantially similar to the Assignment of Intellectual Property todocument the assignment of such Intellectual Property to [COMPANY] . The failureof the Parties to enter into the Assignment of Intellectual Property is not acondition precedent and shall not limit the effectiveness of the assignment setforth in this Paragraph 2.3