Business IP. Schedule 4.13(c) contains a complete and accurate list of all Contracts currently in effect in which any Person has been granted any license under, or otherwise transferred or conveyed any right or interest in, all Intellectual Property related to the Business (“Business IP”); provided, however, that all consumers who have downloaded any apps created and/or distributed by a Seller are not listed in such Schedule (it being recognized that such consumers have a license to use such apps). Sellers are not bound by, or subject to, any Contract containing any covenant or other provision that in any way materially limits or restricts the ability of Sellers to use, exploit, assert, or enforce the Business IP anywhere in the world (it being understood that Sellers’ apps may be distributed through third party apps markets and that such distributors may impose various restrictions on distribution under the applicable agreements for distributing apps through such channels).
Business IP. (a) A Target Company is either the sole legal and beneficial owner of all of the rights and interests in, or has validly licensed to it, all of the Business IP to the extent required to carry out the respective Target Company’s business after Closing as they were carried out at the date of this Agreement.
(b) The Owned IP, the Intellectual Property Rights that are licensed to the Target Companies by third parties and the Intellectual Property Rights that are acquired by or made available to the Target Companies or the Purchaser under this Agreement and/or the Transaction Documents together comprise all of the Intellectual Property Rights that are required to carry on the Target Companies’ businesses after Closing as they were carried on at the date of this Agreement.
Business IP. The Group Companies own all right, title and interest in and to, or have a valid and enforceable licence to use, all Intellectual Property currently used in the business operations of the Group Companies (Business IP). All Business IP is free from Third Party Rights other than pursuant to a valid licence.
Business IP. A member of the Newco Group owns all of the rights and interests in and has title to, or has validly licensed to it, all of the Business IP. The Business IP is not subject to any security interest, option, mortgage, charge or lien.
Business IP. Section 3.27(a) of the Disclosure Schedule contains:
(i) in the case of registered Owned IP that results from an application, a complete and accurate list of all such Owned IP containing a brief description of such Owned IP, a list of all the jurisdictions in which such Owned IP has been issued or applied for, including the respective issuance or application numbers, filing dates and the names of all registered owners or assignees; and
(ii) in the case of the Licensed IP, a complete and accurate list of all Contracts entered into in connection with the Licensed IP other than Contracts for commercially available software products under standard end-user license agreements obtained for less than $5,000 individually.
Business IP. Except as disclosed in Schedule 11.1(h)(ii), so far as the Seller is aware, the Intellectual Property Rights owned by the Target Companies (the Owned IP) are not subject to any security interest or other encumbrance for the benefit of third parties. So far as the Seller is aware, the Target Companies are not in default of any of the licences of Intellectual Property Rights to which they are a party (the IP Licenses), and so far as the Seller is aware, none of the other parties to the IP Licenses are in default thereof, and there are no grounds on which they might be terminated.
Business IP. (a) The Seller is the sole legal and beneficial owner of all of the rights and interests in, or has validly licensed to it, all of the Business IP.
(b) The Business IP, the Intellectual Property Rights that are licensed to the Seller by third parties and the Intellectual Property Rights that are acquired by or made available to the Seller together comprise all of the Intellectual Property Rights that are required to carry on the Business after Closing as it was carried on at the date of this Agreement and in the 6 months before the date of this Agreement.
Business IP. For the sake of clarity, subsequent to the Closing, Compugen will have no right or license in or to the Business IP unless agreed by Keddem and Compugen in writing.
Business IP. The Data Room contains an accurate and complete list of the Owned IP. The Owned IP is not subject to any security interest or other encumbrance and is fully paid up, valid, subsisting and enforceable. Details of: (i) all registrations of and applications for registration of Business IP; and (ii) of all material unregistered Intellectual Property Rights are set out in the Disclosure Letter, and the specified Group Company is the sole legal and beneficial owner of such rights.
Business IP. (a) The Company is the sole legal and beneficial owner of all of the rights and interests in, or has validly licensed to it, all of the Business IP.
(b) The Business IP, the Intellectual Property Rights that are licensed to the Company by third parties and the Intellectual Property Rights that are acquired by or made available to the Company together comprise all of the Intellectual Property Rights that are required to carry on the business of the Company after Closing as it was carried on at the date of this Agreement and in the 6 months before the date of this Agreement.
