4Ownership. The Grantors are the exclusive owners of the entire right, title (legal and equitable) and interest in, to and under the Collateral, free and clear of all Liens, other than Permitted Liens, and the Pledged Subsidiaries that are not Grantors own their respective assets relating to Imcivree, free and clear of all Liens, other than Permitted Liens. The Revenue Interests sold, assigned, transferred, conveyed and granted to the Investor on the Closing Date and the other Collateral have not been pledged, sold, assigned, transferred, conveyed or granted by the Company to any other Person. The Company has full right to sell, assign, transfer, convey and grant the Revenue Interests to the Investors. Upon the sale, assignment, transfer, conveyance and granting by the Company of the Revenue Interests to the Investor Representative, the Investor shall acquire good and marketable title to the Revenue Interests free and clear of all Liens, other than Permitted Liens, and shall be the exclusive owner of the Revenue Interests. The Company has not caused, and to the Knowledge of the Company no other Person has caused, the claims and rights of Investor created by any Transaction Document in and to the Revenue Interests, the Collateral and the assets of the Pledged Subsidiaries that are not Grantors relating to Products, in each case, to be subordinated to any creditor or any other Person.
4Ownership. The Seller has good, valid and marketable title to the Purchased Royalty Interest, free and clear of all Liens. Upon payment of the Closing Purchase Price by the Purchaser, the Purchaser will have acquired, subject to the terms and conditions set forth in this Agreement, good, valid and marketable title to the Purchased Royalty Interest, free and clear of all Liens (other than those contemplated by Section 2.1(b)).
4Ownership. The Executive agrees that all inventions, copyrightable material, business and/or technical information, marketing plans, customer lists, and trade secrets which arise out of the performance of this Agreement are the property of the Company.
4Ownership. (a)Each Group Company owns, and has good and exclusive title to, all Owned Company Intellectual Property and Owned Company Technology (other than Owned Company Intellectual Property and Owned Company Technology that is exclusively licensed to Company), and all Company Intellectual Property Registrations, free and clear of any Encumbrance.
4Ownership. Ownership of Confidential Information shall remain with the disclosing Party. Nothing herein is intended to transfer the ownership of any Confidential Information.
4Ownership. The Company Parties are the exclusive owners of the entire right, title (legal and equitable) and interest in, to and under the Collateral, free and clear of all Liens, other than Permitted Liens, and the Company Parties own their respective assets relating to the Included Products, free and clear of all Liens, other than Permitted Liens. The Revenue Interests sold, assigned, transferred, conveyed and granted to the Investor on the Closing Date have not been pledged, sold, assigned, transferred, conveyed or granted by any Company Party to any other Person. The Company Parties have full right to sell, assign, transfer, convey and grant the Revenue Interests to the Investor. Upon the sale, assignment, transfer, conveyance and granting by each Company Party of the Revenue Interests owned by it to the Investor Representative, the Investor shall acquire good and marketable title to the Revenue Interests free and clear of all Liens (other than Liens permitted pursuant to clauses (a), (b), (f), and (g) of the LEGAL 4875-0317-8306v.49 definition of Permitted Liens), and shall be the exclusive owner of the Revenue Interests. No Company Party has caused, and to the Knowledge of the Company Party no other Person has caused, the claims and rights of Investor created by any Transaction Document in and to the Revenue Interests and the Collateral, in each case, to be subordinated to any creditor or any other Person.
4Ownership. The Seller and the Company are collectively the exclusive owner, or exclusive licensee, of the entire right, title (legal and equitable) and interest in, to and under the Purchased Royalties and the Intellectual Property Rights (with respect to the Exploitation of the Licensed Product in the Territory). The Company has duly and legally filed or applied for registration for its ownership interest in the Patents included in the Intellectual Property Rights in the Territory, including the Patents listed on Section 3.4 of the Disclosure Schedule, in the appropriate agencies and in the jurisdictions listed on Section 3.4 of the Disclosure Schedule. The Purchased Royalties sold, contributed, assigned, transferred, conveyed and granted to the Purchaser on the Closing Date or the First Milestone Closing Date, as applicable, have not been pledged, sold, contributed, assigned, transferred, conveyed or granted by the Seller to any other Person. The Seller has full right to sell, contribute, assign, transfer, convey and grant the Purchased Royalties to the Purchaser. Upon the sale, contribution, assignment, transfer, conveyance and granting by the Seller of the Purchased Royalties to the Purchaser, the Purchaser shall acquire good and marketable title to the Purchased Royalties free and clear of all Liens, other than those Liens created under the Transaction Documents, and shall be the exclusive owner of the Purchased Royalties. The Purchaser shall have the same rights as the Seller would have with respect to the Purchased Royalties (if the Seller were still the owner of such Purchased Royalties) against any other Person.
4Ownership. Seller is the record and beneficial owner, free and clear of any Encumbrances (other than any transfer restrictions under applicable securities Laws and the Governing Documents of the Company), of the Shares. Except for this Agreement, Seller is not a party to any option, warrant, right, Contract, call, put, or other agreement or commitment providing for the disposition or acquisition of the Shares or any options exercisable for the capital stock of the Company. Upon transfer of the Shares to Buyer in accordance with the terms of this Agreement, Buyer will receive title to the Shares, free and clear of any Encumbrances (other than any transfer restrictions under applicable securities Laws and the Governing Documents of the Company).
4Ownership. The Company is the exclusive owner of the entire right, title (legal and equitable) and interest in, to, and under the Revenue Interests free and clear of all Liens (except for any Lien contemplated under clauses (c), (d), (e), (f), (k), (l), (y) and (cc) of the definition of “Permitted Lien”). The Company is the exclusive owner of the entire right, title (legal and equitable) and interest in, to and under the other Collateral, free and clear of all Liens, other than Permitted Liens. The Revenue Interests sold, assigned, transferred, conveyed and granted to the Investor on the Closing Date have not been pledged, sold, assigned, transferred, conveyed or granted by the Company to any other Person (except for any Lien contemplated under clauses (c), (d), (e), (f), (k), (l), (y) and (cc) of the definition of “Permitted Lien”). The other Collateral (other than the Revenue Interests) has not been pledged, sold, assigned, transferred, conveyed or granted by the Company to any other Person (except for Permitted Liens). The Company has full right to sell, assign, transfer, convey and grant the Revenue Interests to the Investor. Upon the sale, assignment, transfer, conveyance and granting by the Company of the Revenue Interests to the Investors, the Investors shall acquire good and marketable title to the Revenue Interests free and clear of all Liens (except for any Lien contemplated under clauses (c), (d), (e), (f), (k), (l), (y) and (cc) of the definition of “Permitted Lien”), and shall be the exclusive owners of the Revenue Interests. The Company has not caused, and to the Knowledge of the Company no other Person has caused, the claims and rights of Investor created by any Transaction Document in and to the Revenue Interests to be subordinated to any creditor or any other Person. The Company has not caused, and to the Knowledge of the Company no other Person has caused, the claims and rights of Investor created by any Transaction Document in and to the Collateral to be subordinated to any creditor or any other Person (other than the Liens granted in favor of Xxxxxxx under the Oaktree Credit Agreement and the Oaktree Security Documents (in each case, as modified by the Oaktree Consent and the Intercreditor Agreement)).
