Acquired Intellectual Property. All Acquired Intellectual Property.
Acquired Intellectual Property. (i) Except as set forth on Schedule 3(g)(i) of Seller’s Disclosure Schedule, to Seller’s Knowledge: (a) no third party has interfered with, infringed upon, misappropriated, or violated the Acquired Intellectual Property; (b) no Acquired Intellectual Property interferes with, infringes upon or violates the intellectual property rights of any third-party; (c) no copyrighted or copyrightable material included in the Acquired Intellectual Property infringes upon or violates the copyrights of any third party; and (d) no know-how, process, or product included in the Acquired Intellectual Property violates any trade secret of any third party.
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.
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. Trademarks See attachment to this Schedule 1.1(f).
Acquired Intellectual Property. (a) Schedule 7.6(a)(i) of the Disclosure Letter sets forth a true, correct and complete list of all Registered Intellectual Property, including, for each item of Registered Intellectual Property (i) the record owner (and, if different from the record owner, the beneficial owner) of such item of Registered Intellectual Property, (ii) the jurisdiction within the Territory in which such item of Registered Intellectual Property has been issued or registered or is pending and (iii) the date and number of such item of Registered Intellectual Property. Except as set forth on Schedule 7.6(a)(ii) of the Disclosure Letter, as of the date hereof, Seller exclusively owns all right, title and interest in and to the Acquired Intellectual Property included in the Acquired Assets and has the right to sell, assign and transfer the Acquired Intellectual Property included in the Acquired Assets as contemplated herein. The Acquired Trademarks included in the Acquired Assets and subject to registration are valid and enforceable and, to Seller’s knowledge, all other Acquired Intellectual Property included in the Acquired Assets is valid and enforceable.
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 .
