Business Intellectual Property Rights. (a) Section 4.8(a) of the Disclosure Letter sets forth a list of all material Business Intellectual Property Licenses entered into by any Seller Party or identified to Seller by Angel as of the date hereof. Seller and Purchaser shall reasonably cooperate to prepare a revised list of Business Intellectual Property Licenses prior to the Closing Date, with the intention that such list shall be as complete and accurate as is practicable under the circumstances. To the knowledge of Seller, (i) the Business Intellectual Property Licenses set forth in Section 4.8(a) of the Disclosure Letter are valid and in full force and effect and (ii) no Seller Party is in material default or material breach thereunder, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law) or by the implied covenant of good faith and fair dealing.
(b) Seller Parent, Seller or the Purchased Seller Subsidiaries owns the Transferred Business Intellectual Property free and clear of any Liens.
(c) No Proceedings have been instituted, pending or threatened against any Seller Party or, to the knowledge of Seller, against Angel, which challenge the rights of any Seller Party with respect to use or ownership of the Transferred Business Technology, Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights.
(d) None of the Transferred Business Technology, Transferred Business Intellectual Property, or Transferred Business Intellectual Property Rights is subject to any outstanding judgment, decree, order, writ, award, injunction or determination of an arbitrator or court or other Governmental Authority affecting the rights of Seller Parent, any Seller Party or the Purchased Seller Subsidiaries with respect thereto.
(e) To the knowledge of Seller, neither Seller nor any Seller Party, nor the use by Seller Parent, the Seller Parties and Angel of the Transferred Business Technology, Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights, has not, in connection with the Business, infringed or violated in any material respects the valid Intellectual Property Rights of any third party, and no other term of this Agreement shall be interpreted to be inconsistent with the foregoin...
Business Intellectual Property Rights. (A) Schedule 2.2(B) sets forth an accurate and complete description --------------- of all material Business Intellectual Property Rights specifying as to each such Business Intellectual Property Right, as applicable: (i) the nature of such Business Intellectual Property Right; (ii) the owner of such Business Intellectual Property Right; (iii) if such Business Intellectual Property Right is owned by a Seller, the jurisdiction(s) by or in which such Business Intellectual Property Right has been issued or registered or in which an application for such issuance or registration has been filed, including the respective registration or application number; (iv) all franchises, licenses, sublicenses, contracts and agreements pursuant to which any Person other than a Seller is authorized to use any such Business Intellectual Property Right owned by a Seller; and (v) the franchises, licenses, sublicenses, contracts and agreements pursuant to which a Seller is authorized to use any such Business Intellectual Property Right not owned by such Seller, including with respect to (iv) or (v), the identity of all parties thereto, a description of the nature and subject matter thereof, the royalty provided and the term thereof.
(B) Except as set forth on Schedule 2.2(B), Schedule 2.4(H), or --------------- --------------- Schedule 4.12, the Sellers own or have the right to use pursuant to ------------- franchise, license, sublicense, contract, agreement, or permission, all of the Business Intellectual Property Rights. Except for the trademarks licensed pursuant to the Interim Services Agreement and as set forth on Schedule 2.2(B) and Schedule 4.12, each Business Intellectual Property -------------- ------------- Right owned or as to which any Seller has the right to use immediately prior to the Closing hereunder will be owned or available for use by the Buyer on identical terms and conditions immediately subsequent to the Closing hereunder. The Sellers have taken all reasonably necessary and desirable action to maintain and protect each Business Intellectual Property Right that they own or have the right to use.
(C) All applicable fees, royalties and other amounts due and payable by or to any Person or the Sellers in respect of the Business Intellectual Property Rights have been paid. Except for third party licenses listed on Schedule 2.2(B), the Sellers are the sole and exclusive owners of the --------------- Business Intellectual Property Rights including, but not limited ...
Business Intellectual Property Rights. (a) Section 4.8(a) of the Disclosure Letter sets forth a list of all material Business Intellectual Property Licenses entered into by Seller or identified to Seller by Angel as of the date hereof. Seller and Purchaser shall reasonably cooperate to prepare a revised list of Business Intellectual Property Licenses prior to the Closing Date, with the intention that such list shall be as complete and accurate as is practicable under the circumstances. To the knowledge of Seller, (i) the Business Intellectual Property Licenses set forth in Section 4.8(a) of the Disclosure Letter are valid and in full force and effect and (ii) no Seller Party is in material default or material breach thereunder, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law) or by the implied covenant of good faith and fair dealing.
(b) Seller, the Purchased Seller Subsidiaries or Avago Technologies General IP (Singapore) Pte. Ltd., a company organized under the laws of Singapore (“General IP”), owns the Transferred Business Intellectual Property free and clear of any Liens.
(c) No Proceedings have been instituted, pending or threatened against any Seller Party or, to the knowledge of Seller, against Angel, which challenge the rights of General IP with respect to use or ownership of the Transferred Business Technology, Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights.
(d) None of the Transferred Business Technology, Transferred Business Intellectual Property, or Transferred Business Intellectual Property Rights is subject to any outstanding judgment, decree, order, writ, award, injunction or determination of an arbitrator or court or other Governmental Authority affecting the rights of any Seller Party, the Purchased Seller Subsidiaries or General IP with respect thereto.
(e) To the knowledge of Seller, the use by General IP, the Seller Parties and Angel of the Transferred Business Technology, Transferred Business Intellectual Property or Transferred Business Intellectual Property Rights, has not, in connection with the Business, infringed or violated in any material respects the valid Intellectual Property Rights of any third party, and no other term of this Agreement shall be interpre...
Business Intellectual Property Rights. The procedure and timeframe for the Vendor transferring documents and assets containing the Business Intellectual Property Rights to the Purchaser.
Business Intellectual Property Rights. The Business Intellectual Property Rights are hereby transferred to AMT IP BV. AMT IP BV shall register the registered Business Intellectual Property Rights in its name in all relevant registers. To the extent any of the Business Intellectual Property Rights consists of a license (“Business Permit”), such license shall, if permitted under the license, be transferred in accordance with the relevant requirements of such license and in accordance with Clause 2.6, simultaneously with the execution of this Deed of Assignment.
Business Intellectual Property Rights. The Purchased Business IP includes all of the Intellectual Property Rights used to conduct the Business as currently conducted and currently proposed to be conducted with respect to the Products under development as of the date of this Agreement.
Business Intellectual Property Rights. DERMAdoctor hereby makes the following representations and warranties regarding the Business Intellectual Property Rights. Such warranties and representation set forth in this Section 4.17 shall be true as of the Closing Date.
Business Intellectual Property Rights. (a) Prior to Closing, Papillon and the Founders shall cause all of the registered Business Intellectual Property Rights and Material Unregistered Business Intellectual Property Rights, owned by Papillon or the Founders (if any), as set forth in the IP Assignment Agreement (the “Transferred Business IP”) to be assigned, transferred and/or conveyed (to the extent such Transferred Business IP can be assigned, transferred and/or conveyed) to DERMAdoctor (“Business IP Transfer”). As a result of the Business IP Transfer, each Seller and Founder shall provide DERMAdoctor with the sole and absolute right, title and interest, including goodwill, in and to all of the Transferred Business IP, free and clear of all Liens. The Sellers and the Founders agree to execute any instruments of assignment, transfer or conveyance as may be necessary post-Closing and reasonably requested by NovaBay in order to cause the Business IP Transfer as contemplated by this Section 7.13.
(b) In connection with the Business IP Transfer, and subject to Section 7.13(c) or an Animal Testing Termination, Xxxxxx Xxxxx and Papillon, as applicable, hereby grant to NovaBay, effective upon the Closing Date, an exclusive, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable, worldwide license to use, copy, display, perform, distribute and otherwise commercially use, in any manner and in any medium now known or hereinafter devised or created (including by creating or having created media in which Xxxxx Publicity Rights are embodied for use in connection with the marketing or distribution of the Business Products), the Xxxxx Publicity Rights in connection with the Business and any and all Business Products (including any future products and service offerings that are in research and development) as currently conducted or Contemplated to be Conducted; provided, however, that the license granted herein may be revoked and terminated, upon written notice sent by Xxxxxx Xxxxx or Papillon, as applicable, in the event that DERMAdoctor, NovaBay or any of their Affiliates, transferees, licensees, representatives, agents or successors (including any successor upon a corporate reorganization, consolidation, merger, stock sale or asset sale of DERMAdoctor and/or NovaBay) at any time after the Closing (i) knowingly uses animal testing and/or animal studies in, or knowingly engages any Person to provide animal testing and/or animal study services for, developing, producing, marketing and/or selling an...
Business Intellectual Property Rights. All Business Intellectual Property Rights shall be held by DERMAdoctor in accordance with Section 7.13.
Business Intellectual Property Rights. 4.1 The Company (i) is the sole legal and beneficial owner of all Business IPR, free and clear of Encumbrances, including all Intellectual Property Rights vesting in rF2, the rF2 Brand, rF2 Content and rF2 Software and (ii) has secured any and all third party licenses necessary for the Business to carry on its business as currently conducted, including but not limited to any Third Party Licenses Cars and Tracks.
4.2 The Company fully owns (the Intellectual Property Rights attaching to) the rF2, the rF2 Brand, rF2 Content and rF2 Software that is developed by the Employees, Transferring UK Employees and/or the Contractors. There are no (written or oral) agreements between the Company and any of the Employees, Transferring UK Employees or Contractors that deviate from Section 7 Dutch Copyright Act (Auteurswet). None of the Employees, Transferring UK Employees or Contractors has claimed or is likely to make a claim to the ownership of such developed Intellectual Property Rights.
4.3 Details of the registered Business IPR owned or used by the Company, including applications for registration, and all commercially significant unregistered Intellectual Property Rights owned or used by the Company are Fairly Disclosed in the Disclosed Information. No other Intellectual Property Rights are required for the continuation of the Business as it is presently conducted.
4.4 The Company has duly paid all registration and/or renewal fees in respect of all registered Business IPR and have not done or omitted to do anything whereby any Business IPR may be revoked, invalidated or rendered unenforceable or whereby the prospects of registration of such rights may be prejudiced.
4.5 The domain names necessary for the Company to carry on its business as currently conducted are: sxxxxx-000.xxx, sxxxxx-000.xxx, sxxxxx-000.xx, sxxxxx-000.xxx, sxxxxx000.xxx, sxxxxx000.xxx, sxxxxx000.xx, sxxxxx000.xxx. The Company does not use nor requires any other domain name(s) to conduct the Business as it is presently conducted.
4.6 None of the processes and formulae, research and development results and other trade secrets relating to the Business of the Company, the value of which to the Company is contingent upon being kept confidential, have been disclosed by any of the Company to any person other than the employees, representatives and agents of the Company who are parties to confidentiality agreements with the Company or who are bound by implied or equitable duties of confidentiality.
4.7 T...
