Acquired Intellectual Property. All Acquired Intellectual Property.
Acquired Intellectual Property. (a) Schedule 4.5(a) sets forth a list of all of the Acquired Intellectual Property specifying as to each, as applicable: (i) the nature of such Acquired Intellectual Property; (ii) the record owner of any such Acquired Intellectual Property which is registered, applied for or pending; (iii) the jurisdictions in which such Acquired Intellectual Property has been registered or in which an application for registration is pending including the respective registration or application numbers; (iv) any licenses, sublicenses and other agreements to which the Seller is a party, either as a licensor or licensee, with respect to the Acquired Intellectual Property; and (v) the status and due dates during 1999 for any filing or action required to maintain or secure the registered Acquired Intellectual Property. All required annuities, renewal fees, maintenance taxes or fees, royalty payments, amendments, affidavits, declarations and/or other filings or payments which are required to be paid by the Seller as of the Closing Date and are necessary to preserve and maintain the Acquired Intellectual Property in full force and effect have been filed and/or will be made through the Closing Date. To the Seller's knowledge and the knowledge of its intellectual property counsel, there are no intellectual property rights associated with the fragrance brands PS Fine Cologne for Men, Design (for Men and Women) and Casual (for Men and Women) which are owned by any person other than the Seller.
(b) Except as set forth in Schedule 4.5(b), during the two (2) years preceding the date of this Agreement, (i) no lawsuit has been filed and served or, to the knowledge of the Seller and its intellectual property counsel, no claim has been asserted or threatened against the Seller to the effect that the operation of the Business or the use or registration of the Acquired Intellectual Property or licenses for the PSI Brands in connection therewith infringes upon or conflicts with the rights of any person in any country or is otherwise void and unenforceable, (ii) no claim has been asserted or notice of infringement given, by the Seller against any person in any country such that such person has infringed any of the Acquired Intellectual Property or licenses for the PSI Brands, and (iii) to the knowledge of the Seller and its intellectual property counsel, no restrictions exist relating to the use of the Acquired Intellectual Property or licenses for the PSI Brands in connection with their use f...
Acquired Intellectual Property. (i) To the Knowledge of Seller: (a) no third party has interfered with, infringed upon, misappropriated, or violated the Acquired Intellectual Property or is doing any of the aforesaid at this time; and (b) no Acquired Intellectual Property interferes with, infringes upon or violates the intellectual property rights of any third-party. No copyrighted or copyrightable material included in the Acquired Intellectual Property infringes upon or violates the copyrights of any third party. No know-how, process, formula, or product included in the Acquired Intellectual Property violates any trade secret of any third party.
(ii) Section 3(i)(ii) of the Disclosure Schedule identifies: (a) each license, agreement, or other permission that Seller has granted to any third party with respect to any of the Acquired Intellectual Property (together with any exceptions); and (b) each license, agreement, or other permission that has been granted to Seller with respect to any of the Acquired Intellectual Property. All of the items identified on Section 3(i)(ii) of the Disclosure Schedule constitute Acquired Contracts. With respect to each item listed on Schedule 1(b) and on Section 3(i)(ii) or Section 3(i)(iv) of the Disclosure Schedule, as well as each other item of Acquired Intellectual Property:
(A) Seller possesses all right, title, and interest in and to the item, free and clear of any Lien, license, or other restriction, and Seller is not obligated to pay any royalties with respect thereto;
(B) the item is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge;
(C) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to the Knowledge of Seller, is threatened that challenges the legality, validity, enforceability, use, or ownership of the item;
(D) Seller has never agreed to indemnify any Person for or against any interference, infringement, misappropriation, or other conflict with respect to the item;
(E) no loss or expiration of the item is threatened, pending, or reasonably foreseeable; and
(F) Schedule 1B includes all fictional names, trade marks, trade names and service marks that have been registered with the applicable governmental authority, including the United States Patent and Trademark Office or the equivalent national trademark office in any foreign jurisdiction, including the European Union, all of which are currently in compliance with all applicable laws, and are valid and e...
Acquired Intellectual Property. Trademarks
Acquired Intellectual Property. After the Closing Date, Bayer shall have sole responsibility for deciding whether to file U.S. and/or foreign patent applications, continue prosecution of any patent applications or to maintain any patent application or patent regarding the Acquired Intellectual Property, and shall be responsible for any costs incurred with its activities under this Section 6.1.
Acquired Intellectual Property. All Intellectual Property owned by Seller and used primarily in the Business (the “Acquired Intellectual Property”), including the Registered Acquired Intellectual Property listed on Schedule 1.1(f), but excluding the licensed software described on Schedule 1.2;
Acquired Intellectual Property. 4.2.1. BMS Solutions previous sold and transferred all its Marks to the Purchaser. Save and except for those Marks previously sold by BMS Solutions, Inc., the Seller exclusively owns all rights in the Patents and the Other Assets, free and clear of all license agreements, distribution agreements, restrictions on further licensing, obligations to make payments to third parties, or security interests, mortgages or liens. No entity or person other than the Seller has any rights granted by Seller (either current or contingent) to use, make, sell or practice, the inventions protected by any Patents, no person or entity retains any right to use, make, sell or practice any invention protected by a Patent, and no person or entity retains any such rights. Except for office actions issued by the U.S. Patent and Trademark Office or a similar office or agency anywhere in the world, the Seller has not received any communications alleging that any Patents are invalid or unenforceable, and Seller has no knowledge of any basis to allege that any Patents are invalid or unenforceable.
4.2.2. All Patents which are issued or pending before, as applicable, the U.S. Patent and Trademark Office, are currently in compliance with formalities and legal requirements necessary to maintain them as currently valid (including without limitation as applicable, the payment of all necessary fees, including without limitation, filing, examination, annuity, maintenance or other fees, and the filing of all necessary documents or statements, including without limitation, necessary proofs of working or use, or other items or documents necessary to maintain such Patents as currently valid).
4.2.3. Seller has not licensed the Patents, Marks or Other Assets from any other person or entity save and except for the licenses that make up the BMS licenses.
4.2.4. To the knowledge of Seller, no entity has or is infringing upon any Patents or any other Seller proprietary rights.
Acquired Intellectual Property. (a) The term "ACQUIRED INTELLECTUAL PROPERTY" means the following:
Acquired Intellectual Property. Schedule 1.1(b) sets forth a list of all of the Acquired Intellectual Property. Except as set forth in Schedule 1.1(b), during the two (2) years preceding the date of this Agreement, to the knowledge of Pixorial and Axxxxx (i) no claim has been asserted or threatened against Pixorial to the effect that the operation of the Business or the use or registration of the Acquired Intellectual Property infringes upon or conflicts with the rights of any person, (ii) no claim has been asserted or notice of infringement given, by Pixorial against any person, and (iii) no restrictions exist relating to the Acquired Intellectual Property in connection with their use for the operation of the Business.
Acquired Intellectual Property. Pixorial agrees to execute on or before the Closing Date all necessary documents with respect to the assignment of all Acquired Intellectual Property owned by Pixorial to Company (including, without limitation, registrations and pending registrations thereof). Pixorial agrees that at any time from and after the Closing Date, upon the written request of the Company, its successors, legal representatives or assigns they will use commercially reasonable efforts to communicate with the Company, its successors, legal representatives and assigns all information known to them relating to the Acquired Intellectual Property, and that it will execute and deliver any papers, make rightful oaths, testify in any legal proceedings, and perform all other lawful acts reasonably deemed necessary or desirable by the Company, its successors, legal representatives or assigns, to secure, convey or perfect the Company’s rights to the Acquired Intellectual Property and to enforce or defend the Company’s and its assigns’ rights in and to the Acquired Intellectual Property or assist the Company, its successors, legal representatives or assigns in obtaining or enforcing their rights to the Acquired Intellectual Property. Pixorial also agrees to promptly forward to the Company Acquired Intellectual Property notices of renewal and all other correspondence related to such registrations or applications received by Pixorial .
