Additional Intellectual Property Representations Sample Clauses

Additional Intellectual Property Representations. (i) Intrexon possesses sufficient rights to enable Intrexon to grant all rights and licenses it purports to grant to AquaBounty with respect to the Intrexon Patents under this Agreement; (ii) The Intrexon Patents existing as of the Effective Date constitute all of the Patents Controlled by Intrexon as of such date that are necessary for the development, manufacture and Commercialization of AquaBounty Products; (iii) Intrexon has not granted, and during the Term Intrexon will not grant, any right or license, to any Third Party under the Intrexon IP that conflicts with the rights or licenses granted or to be granted to AquaBounty hereunder; (iv) There is no pending litigation, and Intrexon has not received any written notice of any claims or litigation, seeking to invalidate or otherwise challenge the Intrexon Patents or Intrexon’s rights therein; (v) None of the Intrexon Patents is subject to any pending re-examination, opposition, interference or litigation proceedings; (vi) All of the Intrexon Patents have been filed and prosecuted in accordance with all applicable laws and have been maintained, with all applicable fees with respect thereto (to the extent such fees have come due) having been paid; (vii) Intrexon has entered into agreements with each of its current and former officers, employees and consultants involved in research and development work, including development of Intrexon’s products and technology, providing Intrexon, to the extent permitted by law, with title and ownership to patents, patent applications, trade secrets and inventions conceived, developed, reduced to practice by such person, solely or jointly with other of such persons, during the period of employment or contract by Intrexon (except where the failure to have entered into such an agreement would not have a material adverse effect on the rights granted to AquaBounty herein), and Intrexon is not aware that any of its employees or consultants is in material violation thereof; (viii) To Intrexon’s knowledge, there is no infringement, misappropriation or violation by third parties of any Intrexon Channel Technology in the Field; (ix) There is no pending or, to Intrexon’s knowledge, threatened action, suit, proceeding or claim by others against Intrexon that Intrexon infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights of others in connection with the use of the Intrexon Channel Technology, and Intrexon has not received any written ...
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Additional Intellectual Property Representations. (i) it has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in Intrexon Patents or Intrexon Know-How in a manner that is inconsistent with the licenses granted to Elanco under Article 3 and Article 6; (ii) to Intrexon’s knowledge after reasonable due diligence, it is the owner or licensee of the Intrexon Patents and Intrexon Know-How, free and clear of any liens, charges and encumbrances; and (iii) to Intrexon’s knowledge after reasonable due diligence, there are no claims, judgments or settlements against or owed by Intrexon and no pending or threatened claims or litigation relating to the Intrexon Patents or Intrexon Know-How.
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Additional Intellectual Property Representations. (i) Oragenics has entered into agreements with each of its current and former officers, employees and consultants involved in research and development under the Research Agreement or this Agreement, providing for, to the extent permitted by law, an assignment of their rights, with title and ownership to patents, patent applications, trade secrets and inventions conceived, their rights, with title and ownership to patents, patent applications, trade secrets and inventions conceived, developed, reduced to practice by such person, solely or jointly with other of such persons, during the period of employment by Inspirevax (except where the failure to have entered into such an agreement would not have a material adverse effect on the rights granted to Inspirevax herein), and Oragenics is not aware that any of its employees or consultants is in material violation thereof; and (ii) To Oragenics’ knowledge, no employee of Oragenics is the subject of any claim or proceeding involving a violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, non-disclosure agreement or any restrictive covenant to or with a former employer (A) where the basis of such violation relates to such employee’s employment with Oragenics or actions undertaken by the employee while employed with Oragenics and (B) where such violation is relevant to the use of the Antigen in the Field.
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Additional Intellectual Property Representations. CONTRACTOR represents and warrants that:
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Additional Intellectual Property Representations. Following the consummation of the Contemplated Transactions, New Globalstar and/or Globalstar Leasing will own or license or otherwise have the right to use all Intellectual Property that is necessary for the operation of the business of Globalstar and its Subsidiaries as presently conducted, without infringement upon or conflict with the rights of any other Person with respect thereto, except where the failure to so own or license or otherwise obtain the right to use, individually or in the aggregate, would not have a Globalstar Material Adverse Effect or where any such infringement or conflict, individually or in the aggregate, would not have a Globalstar Material Adverse Effect.
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Additional Intellectual Property Representations. Intrexon possesses sufficient rights to enable Intrexon to grant all rights and licenses it purports to grant to ZIOPHARM with respect to the Intrexon Patents under this Agreement; 23
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Additional Intellectual Property Representations. (i) Intrexon possesses sufficient rights to enable Intrexon to grant all rights and licenses it purports to grant to OvaXon with respect to the Intrexon Patents under this Agreement; (ii) The Intrexon Patents existing as of the Effective Date constitute all of the Patents Controlled by Intrexon as of such date that are necessary for the development, manufacture and Commercialization of Collaboration Products; (iii) Intrexon has not granted, and during the Term Intrexon will not grant, any right or license, to any Third Party under the Intrexon IP that conflicts with the rights or licenses granted or to be granted to OvaXon hereunder;
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Additional Intellectual Property Representations. Except as set forth in §4.21.2 of the Disclosure Schedule under a sub-heading identified by the relevant letter below: (a) all Company Intellectual Property owned by or exclusively licensed to an Acquired Company that has been issued by, or registered with, or the subject of an application filed with, as applicable, the U.S. Patent and Trademark Office, the U.S. Copyright Office, the Korean Intellectual Property Office, or any similar office or agency anywhere in the world is currently in compliance with all formal requirements (including, without limitation, payment of filing, examination, and maintenance fees; submission of inventor declarations; and compliance with the duty of candor) and all Company Intellectual Property owned by or exclusively licensed to an Acquired Company is valid and enforceable; (b) none of the Company Intellectual Property owned by or exclusively licensed to an Acquired Company that has been issued by, or registered or the subject of an application filed with, as applicable, the U.S. Patent and Trademark Office, the U.S. Copyright Office, the Korean Intellectual Property Office, or in any similar office or agency anywhere in the world is subject to any maintenance fees or taxes or actions falling due within 120 days after the Closing Date; (c) no Company Patent has been or is now involved in any reissue, re‑examination, inter-partes review, post-grant review, or opposition proceeding; all Company Products sold, distributed, or otherwise commercially made available by an Acquired Company and covered by Company Patents have been marked with the proper patent notice; (d) there are no pending or, to the Knowledge of Seller, threatened claims against any Acquired Company alleging that any of the operation of the Acquired Company’s business or any activity by the Acquired Company, or manufacture, sale, offer for sale, importation, and/or use of any Company Product infringes or violates (or in the past infringed or violated) the rights of others in or to any Intellectual Property (“Third-Party IP”) or constitutes a misappropriation of (or in the past constituted a misappropriation of) any subject matter of any Third-Party IP or that any of the Company Intellectual Property is invalid or unenforceable; (e) no Acquired Company has entered into any agreement to indemnify any other Person against any claim of infringement or misappropriation of any Intellectual Property; (f) to the extent involved in the research, development or design of ...
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Related to Additional Intellectual Property Representations

  • INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights. 42.2 The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party. 42.3 With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that: 42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect; 42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies; 42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: 42.4.1 availability, provision or use of the Services (or any parts thereof); and 42.4.2 performance of the Supplier's responsibilities and obligations hereunder. 42.5 The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder. 42.6 If a claim or demand is made or action brought to which Clauses 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) at its own expense and within a reasonable time either: 42.6.1 modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or 42.6.2 procure a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and 42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purpose.

  • Intellectual Property Matters A. Definitions

  • Intellectual Property Warranty CONTRACTOR represents and warrants that its performance of all obligations under this Contract does not infringe in any way, directly or contributorily, upon any third party’s intellectual property rights, including, without limitation, patent, copyright, trademark, trade secret, right of publicity and proprietary information.

  • Intellectual Property; Software Other than as set forth on Schedule 5.12: (a) There are no Copyrights, Patent Rights and Trademarks (including any assumed or fictitious names used by the Company within the previous two (2) years) owned by or licensed to the Company. (b) There is no Software owned by or licensed to the Company except for mass market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (c) The Company is not a party to Contracts which relate to: (i) any Copyrights, Patent Rights or Trademarks; (ii) any Trade Secrets owned by or licensed to the Company; and (iii) any Software, other than market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (d) The Company owns the entire right, title and interest in and to, or has the valid and enforceable right to use, the Intellectual Property and Software used in the Business as currently conducted, and to the Knowledge of Seller there is no other Intellectual Property necessary for the Company to conduct the Business as currently conducted. (i) No infringement, misappropriation or violation of any Intellectual Property, or any rights of publicity or privacy relating to the use of names, likenesses, voices, signatures or biographical information, of any other Person has occurred or results in any way from the operation of the Business or the use, sale or distribution of any Intellectual Property owned by or licensed exclusively to the Company; (ii) no claim of any infringement, misappropriation, violation or dilution of any Intellectual Property or any such rights of any other Person has been made or asserted in respect of the operation of the Business; (iii) no claim of invalidity of any Intellectual Property owned by the Company has been made by any other Person; (iv) no Proceedings are pending or, to the Knowledge of Seller, threatened that challenge the validity, ownership or use of any Intellectual Property owned by the Company; (v) the Company has not had notice of, and, to the Knowledge of Seller, there is no basis for, a claim against the Company that the operations, activities, products, Software, equipment or processes of the Business infringe, misappropriate, violate or dilute any Intellectual Property or any such rights of any other Person; and (vi) to the Knowledge of Seller, no Person infringes, misappropriates or violates any Intellectual Property owned or exclusively licensed by or to Seller, in each case except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property Licenses Except as set forth in Section 4.5 of the Company Disclosure Letter, the Company possesses adequate Intellectual Property to continue to conduct its business as heretofore conducted by it or as projected to be conducted in the Operating Plan, and all Intellectual Property existing on the date hereof, together with in the case of patents and Trademarks, the date of issuance thereof, is listed in Section 4.14 of the Company Disclosure Letter. With respect to Intellectual Property of the Company unless such Intellectual Property has become obsolete or is no longer used or useful in the conduct of the business of the Company: (a) it is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (b) the Company has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its Patent Property and Trademark Property in the United States Patent and Trademark Office and, to the extent necessary for the conduct of the Company's business, in corresponding offices throughout the world; (c) except as set forth in Section 4.5 of the Company Disclosure Letter, the Company is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property owned by it and no claim has been made that the use of any of its owned Intellectual Property does or may violate the asserted rights of any third party; and (d) the Company has performed, and the Company will continue to perform, all acts, and the Company has paid and will continue to pay, all required fees and taxes, to maintain each and every item of such Intellectual Property in full force and effect throughout the world, as applicable. The Company owns directly or is entitled to use, by license or otherwise, all patents, Trademarks, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the Company's business.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof. (b) The assignment requirement in Section 15(a) shall not apply to an invention that Executive developed entirely on Executive’s own time without using Nucor’s equipment, supplies, facilities or Secret Information or Confidential Information except for those inventions that (i) relate to Nucor’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for Nucor. (c) Executive will, within 3 business days following Nucor’s request, execute a specific assignment of title to any Developments to Nucor Corporation or its designee, and do anything else reasonably necessary to enable Nucor Corporation or its designee to secure a patent, copyright, or other form of protection for any Developments in the United States and in any other applicable country. (d) Nothing in this Section 15 is intended to waive, or shall be construed as waiving, any assignment of any Developments to Nucor implied by law.

  • Patents and Intellectual Property Rights Recipients are subject to the Xxxx-Xxxx Act, 35 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.

  • Intellectual Property Rights and Indemnification Any intellectual property which originates from or is developed by a Party shall remain in the exclusive ownership of that Party. No license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable to a Party, is granted to the other Party or shall be implied or arise by estoppel. It is the responsibility of each Party to ensure at its own cost that it has obtained any necessary licenses in relation to intellectual property of third Parties used by it to receive any service or to perform its respective obligations under this Agreement.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • ACKNOWLEDGEMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS 1. Licensee acknowledges that all Intellectual Property Rights in the Licensed Material are the property of the Publisher or duly licensed to the Publisher and that this Licence Agreement does not assign or transfer to the Licensee any right, title or interest therein except for the right to access and use the Licensed Material in accordance with the terms and conditions of this Licence Agreement. 2. For the avoidance of doubt, the Publisher hereby acknowledges that any database rights created by the Licensee or the Institutions as a result of Local Hosting, text mining or data mining of the Licensed Material shall be the property of the Licensee, or the Institution.

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