Licenses and Other Agreements. Section 2.11(b) of the Seller Disclosure Letter lists all Contracts existing as of the date hereof to which any of the Transferred Companies is a party, or by which any of them is otherwise bound, that relate to (i) licenses, covenants not to xxx, assignments or transfers of Intellectual Property to any of the Transferred Companies by any other Person, (ii) licenses, covenants not to xxx, assignments or transfers of Intellectual Property to any other Person by any of the Transferred Companies, (iii) Contracts otherwise granting or restricting the right to use Intellectual Property and (iv) Contracts that indemnify Third Parties with respect to Intellectual Property used or held for use in the Business, in each case to the extent material to the Business (collectively, the “IP Licenses”), provided that licenses of commercially available, off-the-shelf computer Software that is licensed pursuant to terms and conditions that are not customarily negotiated, including shrink-wrap licenses, and for which in each case the relevant Transferred Company pays less than $50,000 per year, in the aggregate, in license, maintenance or support fees for the relevant piece of Software, do not need to be listed on Section 2.11(b) of the Seller Disclosure Letter. Each IP License to which any of the Transferred Companies is a party (A) is a legal and binding obligation of such Transferred Company and, to the Knowledge of Seller, the other relevant parties thereto and (B) is in full force and effect and enforceable (subject in each case to the Enforceability Exception) in accordance with the terms thereof. Each of the Transferred Companies is in material compliance with the terms of any IP License.
Licenses and Other Agreements. To Seller’s knowledge, sales of Photrex and other Miravant Derived Photodynamic Therapy Products related to the Acquired Assets are not subject to any royalties or other payments to Third Parties, and Seller is not obligated to pay any royalties or other payments to Third Parties with respect to the marketing, sale, distribution, manufacture, license or use of any Acquired Assets or any other property or rights relating thereto. Seller has not granted, and to Seller’s knowledge there are not outstanding, any options, licenses, sublicenses, exclusive sales or distribution agreements or other Contracts of any kind with respect to the Acquired Assets, Photrex or other Miravant Derived Photodynamic Therapy Products related to the Acquired Assets, with any Third Parties, nor is Seller bound by or a party to any such Contract with a Third Party.
Licenses and Other Agreements. Section 2.11(b) of the Seller Disclosure Letter sets forth a complete and correct list, as of the date hereof, of all material written licenses to which Target or any of its Subsidiaries is a party, pursuant to which (i) Target or such Subsidiary permits any Person to use any of the Target Owned Intellectual Property or (ii) any Person permits Target or such Subsidiary to use any trademarks, service marks, trade names, domain names, copyrights, patents or trade secrets not owned by Target or any of its Subsidiaries.
Licenses and Other Agreements. Schedule 4.1(s)(ii) of the Receiver Disclosure Letter lists as of the date hereof all material agreements to which Receiver or any Subsidiary of Receiver is a party or by which any of them is otherwise bound that relate to Intellectual Property that Receiver reasonably anticipates will involve aggregate payments or consideration furnished by or to Receiver or any or its Subsidiaries of more than $1,000,000 in any year (the “Receiver Licenses”), other than the Receiver Contracts that are set forth on Schedule 4.1(v), including (i) material licenses of Intellectual Property to Receiver or any Subsidiary of Receiver by any other Person, (ii) material licenses of Intellectual Property to any other Person by Receiver or any Subsidiary of Receiver, (iii) material agreements otherwise granting or restricting the right to use Intellectual Property and (iv) material agreements transferring, assigning, indemnifying with respect to or otherwise relating to Intellectual Property used or held for use in the Business of Receiver and the Receiver Subsidiaries. The representations in Section 4.1(v) (Contracts) shall apply to the Receiver Licenses, provided, however, that the representations in Section 4.1(v) shall not be interpreted to require disclosure of a Receiver Contract or Receiver License solely for the reason of Receiver or a Subsidiary of Receiver being prohibited from soliciting employees or personnel of a party to a Receiver Contract or Receiver License to the extent that such party’s employees or personnel are providing services to Receiver or a Subsidiary of Receiver in the normal course of the business of Receiver or a Subsidiary of Receiver if disclosure of such Receiver Contract or Receiver License would not otherwise be called for.
Licenses and Other Agreements. Schedule 4.2(r)(ii) of the Safety Disclosure Letter lists as of the date hereof all material agreements to which Safety is a party or by which any of them is otherwise bound that relate to Intellectual Property that Safety reasonably anticipates will involve aggregate payments or consideration furnished by or to Safety of more than $1,000,000 in any year (the “Safety Licenses”), other than the Safety Contracts that are set forth on Schedule 4.2(u), including (A) material licenses of Intellectual Property to Safety by any other Person, (B) material licenses of Intellectual Property to any other Person by Safety, (C) material agreements otherwise granting or restricting the right to use Intellectual Property and (D) material agreements transferring, assigning, indemnifying with respect to or otherwise relating to Intellectual Property used or held for use in the Business of Safety. The representations in Section 4.2(u) shall apply to the Safety Licenses, provided, however, that the representations in Section 4.2(u) shall not be interpreted to require disclosure of a Safety Contract or Safety License solely for the reason of Safety being prohibited from soliciting employees or personnel of a party to a Safety Contract or Safety License to the extent that such party’s employees or personnel are providing services to Safety in the normal course of the business of Safety if disclosure of such Safety Contract or Safety License would not otherwise be called for.
Licenses and Other Agreements. Section 2.12(b) of the Company Disclosure Letter lists all agreements to which the Company is a party or by which any of them is otherwise bound that relate to Intellectual Property, including (i) licenses of Intellectual Property to the Company by any other Person (other than “off-the-shelf” or mass-market software licenses), (ii) licenses of Intellectual Property to any Person by the Company, (iii) agreements otherwise granting or restricting the right to use Intellectual Property and (iv) agreements transferring, assigning, indemnifying with respect to or otherwise relating to Intellectual Property used or held for use in the Business, in each case to the extent material to the Business. All Intellectual Property used by the Company is either owned by the Company or licensed to the Company pursuant to an agreement listed in Section 2.12(b) of the Company Disclosure Letter, except as otherwise provided on such schedule.
Licenses and Other Agreements. Schedule 2.9(b) sets forth all agreements (other than licenses for “off-the-shelf” software such as Microsoft Word) to which Seller or any Seller Affiliate is a party or by which Seller or any Seller Affiliate is otherwise bound that relate to Intellectual Property licensed from another Person that is used solely in connection with the Business.
Licenses and Other Agreements. Section 2.11(b) of the Seller Disclosure Letter lists all Contracts existing as of the date hereof to which the Company is a party that relate to (i) licenses, covenants not to sxx, assignments or transfers of Intellectual Property to the Company by any other Person, (ii) licenses, covenants not to sxx, assignments or transfers of Intellectual Property to any other Person by the Company, (iii) Contracts otherwise granting or restricting the right to use Intellectual Property or (iv) Contracts that indemnify Third Parties with respect to Intellectual Property used or held for use in the Business (collectively, the “IP Licenses”). Each IP License to which the Company is a party (A) is a legal and binding obligation of the Company and, to the Knowledge of Seller, the other relevant parties thereto and (B) is in full force and effect and enforceable (subject in each case to the Enforceability Exception) in accordance with the terms thereof. The Company is in material compliance with the terms of each IP License.
Licenses and Other Agreements. The Disclosure Letter contains a complete list of (i) all licenses, sublicenses, assignments, indemnities, and other agreements as to which TARGET is a party and pursuant to which any person or entity is authorized to use any TARGET IP Rights, and (ii) all licenses, sublicenses, assignments, indemnities, and other agreements as to which TARGET is a party and pursuant to which TARGET is authorized to use any third party Intellectual Property that is incorporated in, or form a part of, any product or service sold, licensed, distributed, provided or marketed by TARGET.
Licenses and Other Agreements. Section 2.10(b) of the Sellers' Disclosure Letter sets forth all agreements to which the Company is a party or by which it is otherwise bound that relate to Intellectual Property (except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs licensed under shrink-wrap licenses under which the Company is the licensee), including: (i) licenses of Intellectual Property to the Company by any other Person; (ii) licenses of Intellectual Property to any other Person by the Company; (iii) agreements otherwise granting or restricting the right to use Intellectual Property; and (iv) agreements transferring, assigning, indemnifying with respect to or otherwise relating to Intellectual Property used or held for use in the Business, in each case to the extent material to the Business (collectively, the "IP Contracts"). There are no outstanding and, to the Knowledge of the Sellers, no threatened disputes with respect to any such agreement. The Company has complied in all material respects with all license agreements relating to each material Software program used by the Company in connection with the Business, and the Company has obtained the appropriate number of licenses for all computers and workstations on which such Software is loaded or used. Except for commonly available Software licensed in the Ordinary Course of Business, there are no royalties, honoraria, fees or other fixed or contingent amounts or payments payable by the Company to any Person with respect to any Intellectual Property used by the Company in connection with the Business.
