8Intellectual Property. (a) The Company owns or possesses or reasonably believes it can acquire on commercially reasonable terms sufficient legal rights to all Company Intellectual Property without any known conflict with, or infringement or misappropriation of, the rights of others, including prior employees or consultants, or academic or medical institutions with which any of them may be affiliated now or may have been affiliated in the past. The Company has not received any communications alleging that the Company has violated, or by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person.
(b) To the Company’s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party. The Company has not received any written communications alleging that the Company has violated or, by conducting its business, would violate, any intellectual property rights of any other party.
(c) Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person.
(d) The Company has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the Company’s business.
(e) Each employee and consultant has assigned to the Company all intellectual property rights he or she owns that are related to the Company’s business as now conducted and as presently proposed to be conducted and all intellectual property rights that he, she or it solely or jointly conceived, reduced to practice, developed or made during the period of his, her or its employment or consulting relationship with the Company that (i) relate, at the time of conception, reduction to practi...
8Intellectual Property. (a) On the date hereof, Schedule 5 lists all patented or registered Intellectual Property (and all applications for Patents or registrations thereof), material Copyright Licenses, material Trademark Licenses and material Patent Licenses owned by each Grantor.
(b) On the date hereof, all material Intellectual Property owned by such Grantor is valid, subsisting, in-force, unexpired and enforceable, has not been abandoned, expired or lapsed and, to such Grantor’s knowledge, all such material Intellectual Property and all physical manifestations, embodiments or uses thereof does not infringe, misappropriate or dilute the Intellectual Property rights of any other Person.
(c) On the date hereof, except as set forth in Schedule 5, none of the Intellectual Property owned by any Grantor is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor.
(d) To the knowledge of Grantors, no holding, decision or judgment has been rendered by any governmental or administrative authority which would limit, invalidate, render unenforceable, cancel or question the validity or enforceability of, or any Grantor’s rights in, any Intellectual Property owned by any Grantor in any material respect (other than office actions issued in the ordinary course of prosecution of any pending applications for Patents or applications for registration of other Intellectual Property).
(e) No action or proceeding is pending, or, to the knowledge of such Grantor, threatened in writing, on the date hereof (i) seeking to limit, invalidate, render unenforceable, cancel or question the validity or enforceability of any material Intellectual Property owned by such Grantor or any Grantor’s ownership interest therein, or (ii) which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.
(f) Each Grantor owns and possesses or has a license or other right to use all Intellectual Property as is necessary for the conduct of the businesses of such Grantor, without any infringement upon, misappropriation of or dilution of rights of others which could reasonably be expected to have a Material Adverse Effect.
8Intellectual Property. (a) Schedule 8 lists all Intellectual Property registered with, or applied for, the U.S. Patent and Trademark Office or the U.S. Copyright Office (or any foreign national registry) and owned by such Grantor in its own name on the date hereof.
(b) On the date hereof, all registered Intellectual Property set forth on Schedule 8 and, to the knowledge of each Grantor, all other material Intellectual Property is subsisting, unexpired and enforceable, has not been abandoned and, to the knowledge of each Grantor, the use thereof does not infringe the intellectual property rights of any other Person.
(c) Except as set forth in Schedule 8, on the date hereof, none of the Intellectual Property is the subject of any licensing pursuant to which such Grantor is the licensor.
(d) No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of, or such Grantor’s rights in, any Intellectual Property owned by such Grantor or, to the knowledge of each Grantor, any other material Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect.
(e) No action or proceeding is pending, or, to the knowledge of such Grantor, threatened, on the date hereof (i) seeking to limit, cancel or question the validity of any material Intellectual Property or such Grantor’s ownership interest therein, or (ii) which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.
8Intellectual Property. (a) Except (i) with respect to Intellectual Property to which ownership is not statutorily protected; (ii) reversionary and moral rights; and (iii) for the Intellectual Property identified in Schedule 2.8(a), the Company is the sole legal and beneficial owner of, has good and marketable title to, and owns all worldwide right, title and interest in and to all Company Intellectual Property free and clear of all encumbrances, charges, covenants, conditions, options to purchase and restrictions or other adverse claims or interest of any kind or nature, and the Company has no Knowledge of any claim of adverse ownership in respect thereof.
(b) Schedule 2.8(b) contains, among other things, a true and complete list of all active (including reinstatable) applied for and registered patents and trademarks owned by the Company.
(c) To the Company’s Knowledge, no information known to be “material to patentability” (as such term is defined in section 1.56 of Title 37 - Code of Federal Regulations Patents, Trademarks, and Copyrights) has been withheld by the Company with intention to deceive the USPTO in connection with the prosecution of the U.S. patents and applications owned by the Company.
(d) To the Company’s Knowledge there is no Intellectual Property, other than the Intellectual Property which the Company owns and licenses, that is required to permit the Company to substantially carry on its present business as described on SEDAR or XXXXX, and the Company does not have Knowledge of any Intellectual Property owned by another person that is required to permit the Company to substantially carry on its business as described on SEDAR or XXXXX and to which the Company knows it cannot obtain a license.
(e) The licenses identified in Schedule 2.8(e) do not materially impede, restrict or prevent the conduct of the business of the Company as described on SEDAR or XXXXX.
(f) The Company has not received any notice or claim (whether written, oral or otherwise) challenging the Company’s ownership or right to use any of the Company Intellectual Property necessary to carry on its present business or suggesting that any other person has any claim of legal or beneficial ownership or other claim or interest with respect thereto, nor, to the Knowledge of the Company, is there a reasonable basis for any claim that any person other than the Company has any claim of legal or beneficial ownership or other claim or interest in any of the Company Intellectual Property, except for the Inte...
8Intellectual Property. “Intellectual Property” shall mean trademarks, service marks, trade names, trade dress, copyrights, and similar rights, including registrations and applications to register or renew the registration of any of the foregoing, patent and patent applications, and inventions, processes, designs, formulae, trade secrets, know-how, confidential information, and all similar intellectual property rights, and licenses of any of the foregoing.
8Intellectual Property. The Company owns or possesses or can acquire on commercially reasonable terms sufficient legal rights to all Company Intellectual Property without any known conflict with, or infringement of, the rights of others. To the Company’s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party.
8Intellectual Property. (a) To the Company’s knowledge, the Company owns or has the right to use all the Intellectual Property Rights (as defined herein) used in its business as currently conducted. As used herein, the term "Intellectual Property Rights" means all U.S. patents, licenses, trademarks, service marks, trade names, copyrights, inventions, trade secrets, proprietary processes and formulae, applications for U.S. patents, trademarks, service marks, and copyrights, and other industrial and intellectual property rights.
8Intellectual Property. (a) Schedule 1.1(a) sets forth a complete and accurate list of all Patents owned or in-licensed by Seller or any of its Affiliates relating or used in connection with the Program, or any Molecule or Product, specifying as applicable: (i) the title thereof, if any; (ii) the registration or application number thereof, if any; and (iii) the jurisdiction in which such item exists or is registered. Except as set forth on Schedule 1.1(a), there is no Seller IP that is or has been the subject of any issuance by or registration with any Governmental Authority or application for any of the foregoing.
(b) All Seller IP is exclusively owned (in the case of Purchased IP) and used by Seller and its Affiliates, free and clear of all Liens and any claims or covenants that would give rise to any Third Party claims for payment against Buyer. None of the Licensed IP is material to the conduct of the Program or subject to an issuance or registration (or pending application thereof). Neither Seller nor any of its Affiliates has entered into, or is otherwise subject to or bound by, any Contract, or has otherwise licensed, granted, assigned, transferred, conveyed or disposed of any right, title or interest in or to any of its assets, including any Intellectual Property Rights or any Molecule or Product, that would conflict with or impair the scope of any rights within the Seller IP or licenses granted hereunder. None of Seller or any of its Affiliates is a party to any license, sublicense or other agreement pursuant to which Seller or such Affiliate has received a license or other rights relating to, used or intended to be used in the Development, Manufacturing or Commercialization of any Molecule or Product. There are no Contracts to which Seller or any of its Affiliates is a party or is otherwise subject to or bound by pursuant to which any Third Party is granted rights in or to any Purchased IP. Neither Seller nor any of its Affiliates uses any of the Purchased IP in any of its operations or business, other than the Program.
(c) To Seller’s Knowledge, the Seller IP constitutes all of the Intellectual Property Rights necessary and sufficient for Buyer to conduct the Program as currently conducted and, to Seller’s Knowledge, as proposed to be conducted by Xxxxx. The Seller IP constitutes all of the Intellectual Property Rights related to the Molecules and the Program acquired by Seller under the 2022 Asset Purchase Agreement.
(d) There are no claims pending or, to Seller’s Kno...
8Intellectual Property. 10 Xxxxx represents and warrants that all trademarks and trademark applications, and all patents and patent applications, as set forth in Schedule 3.8, and any trade secrets, and “know-how” held relating to business of 12 Japan, and all other intangible assets, in 10 Xxxxx’s possession or that may be reasonably acquired by 10 Xxxxx any other proprietary information and trade secrets relating to the business of 10 Xxxxx (collectively the “Intellectual Property”) shall remain the intellectual property of 10 Xxxxx as of the date of Closing of this Agreement and that 10 Xxxxx shall take any steps reasonable to assign or otherwise transfer any Intellectual Property right to RETC, as necessary to protect RETC’s rights to the same. Further, 10 Xxxxx owns, free and clear of any encumbrance, or has the valid right to sell all Intellectual Property used by 10 Xxxxx in its business, as currently conducted. 10 Xxxxx represents that it has not received any written complaint, claim or notice alleging any such infringement, violation or misappropriation. Additionally, 10 Xxxxx has taken reasonable precautions (i) to protect its rights in its Intellectual Property and (ii) to maintain the confidentiality of its trade secrets, know-how and other confidential Intellectual Property, related to the business and to 10 Xxxxx’s knowledge, there have been no acts or omissions by the managers, members, employees and agents of 12 Japan, the result of which would be to materially compromise the rights of 10 Xxxxx to apply for or enforce appropriate legal protection of 10 Xxxxx’s Intellectual Property.
8Intellectual Property. Company (a) is the owner of or has the right to use the Company Marks and all other Intellectual Property licensed by Company to Bank hereunder, and (b) has the right, power and authority to license to Bank and its Affiliates and authorized designees the use of the Company Marks and such property as set forth herein. The use of the Company Marks and the Company Technology, Company Owned Modifications, Company Program Technology, and any Technology that Company contributes in connection with the development of any jointly owned Technology by said licensees in accordance with the licenses granted in this Agreement shall not violate any Applicable Law or infringe upon the rights of any third party. Company represents and warrants that use of the Company Marks in accordance with this Agreement shall not infringe any service mark, trademark or other rights of any third party.
