(iv) any other consideration received by Assignee which is not solely related
to Product.
"Valid Claim" means a claim of an issued and unexpired patent or patent
application included within the scope of protection afforded by the Inventors
Patents that has not lapsed, been revoked or abandoned or held unenforceable or
invalid by a court or other appropriate body of competent jurisdiction, and that
has not been disclaimed, denied or admitted to be invalid or unenforceable
through reissue, re-examination, disclaimer or otherwise.
2.
ASSIGNMENT
2.1
ASSIGNMENT.
THE ASSIGNORS HEREBY ASSIGN,
TRANSFER AND CONVEY TO ASSIGNEE, AND ASSIGNEE ACCEPTS, ALL OF ASSIGNORS' RIGHT,
TITLE AND INTEREST THROUGHOUT THE WORLD IN AND TO ALL INDUSTRIAL AND
INTELLECTUAL PROPERTY RIGHTS RELATING TO THE INVENTORS PATENT; INCLUDING,
WITHOUT LIMITATION, ALL CAUSES OF ACTION, CLAIMS, DEMANDS PRESENTLY OR HEREAFTER
ACCRUING WITH RESPECT TO THE SAME, INCLUDING THE RIGHT TO SUE OR BRING OTHER
ACTIONS FOR PAST, PRESENT AND FUTURE INFRINGEMENT THEREOF ANYWHERE IN THE
WORLD.
ASSIGNOR FURTHER ASSIGNS ALL RIGHTS, AND EMPOWERS ASSIGNEE, ITS
SUCCESSORS, ASSIGNS AND NOMINEES, TO MAKE APPLICATIONS FOR PATENT, TRADEMARK,
COPYRIGHT OR OTHER INTELLECTUAL PROPERTY REGISTRATION OR PROTECTION ANYWHERE IN
THE WORLD, TO CLAIM AND RECEIVE THE BENEFIT OF ANY APPLICABLE RIGHTS OF PRIORITY
IN CONNECTION WITH SUCH APPLICATIONS, TO PROSECUTE SUCH APPLICATIONS TO ISSUE,
AND TO HAVE ANY AND ALL REGISTRATIONS ISSUED IN THE NAME OF ASSIGNEE.
2.2
FURTHER ASSURANCES.
ASSIGNORS FURTHER AGREE
THAT ASSIGNORS WILL: (I) COOPERATE WITH ASSIGNEE IN THE FILING AND PROSECUTION
OF ANY AND ALL PATENT, TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY
REGISTRATIONS OR APPLICATIONS; (II) EXECUTE, VERIFY, ACKNOWLEDGE AND DELIVER ALL
SUCH FURTHER PAPERS, INCLUDING APPLICATIONS AND INSTRUMENTS OF TRANSFER; AND
(III) PERFORM SUCH OTHER ACTS AS ASSIGNEE LAWFULLY MAY REQUEST, TO FACILITATE
ASSIGNEE'S RIGHT TO OBTAIN, PROTECT, MAINTAIN, DEFEND OR ENFORCE ANY OF THE
RIGHTS GRANTED HEREUNDER.
IN THE EVENT THAT ASSIGNEE IS UNABLE FOR ANY REASON
WHATSOEVER TO SECURE ANY OF THE ASSIGNORS' SIGNATURE TO ANY DOCUMENT WHEN SO
REQUIRED TO EFFECTUATE FULLY THIS ASSIGNMENT, ASSIGNORS HEREBY IRREVOCABLY
DESIGNATE AND APPOINT ASSIGNEE AND ASSIGNEE'S DULY AUTHORIZED OFFICERS AND
AGENTS, AS ASSIGNORS' AGENTS AND ATTORNEYS-IN-FACT TO ACT FOR AND ON ITS BEHALF
AND INSTEAD OF IT, TO EXECUTE AND FILE ANY SUCH DOCUMENT AND TO DO ALL OTHER
LAWFULLY PERMITTED ACTS TO FURTHER THE PURPOSES OF THE FOREGOING, WITH THE SAME
LEGAL FORCE AND EFFECT AS IF EXECUTED BY ASSIGNORS.
3.
OBLIGATIONS WITH RESPECT TO ASSIGNORS.
3.1
EACH OF MARIE-ISABEL AND SUPUNDI AGREE THAT,
AS AND WHEN DESIRED BY AXONYX, DAVID SHALL ACT AS THEIR AGENT IN ALL ASPECTS
WITH RESPECT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO WITH RESPECT TO THE
REVENUE SHARE AND INVENTORS PATENTS.
TO THAT END, EACH OF MARIE-ISABEL AND
SUPUNDI HAVE EXECUTED A POWER OF ATTORNEY APPOINTING DAVID TO RECEIVE ALL
COMMUNICATIONS ON HER BEHALF, TO EXECUTE ALL DOCUMENTS ON HER BEHALF, TO
4
RECEIVE HER SHARE OF THE ROYALTY OR OTHER FEES PAYABLE, TO DO ALL OTHER THINGS
REASONABLY REQUIRED TO FULFILL HER OBLIGATIONS AND TO