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.
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. 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. Section 3.27(a) of the Disclosure Schedule contains:
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. Schedule 1 to the Assignment of Intellectual Property sets out all Owned IP and is correct. The licences of Intellectual Property Rights granted to, and by, the Target Company or the Seller, and which are material to the Target Enterprise, are disclosed in the Data Room. The Owned IP is not subject to any security interest, option, mortgage, charge or lien.
Business IP. (a) Exhibit F contains a complete and accurate list of the Business IP. The owner or applicant for each Intellectual Property Right specified in Exhibit F is correctly stated.
