CMED and CMED Sample Clauses

CMED and CMED. Sub believe it is advisable and in the best interests of CMED and its shareholders for CMED Sub and a PRC subsidiary of CMED (“CMED WFOE,” together with CMED and CMED Sub, the “CMED Group”) to acquire the Designated Assets (as defined below), PRC IP Rights and Relevant IP Rights from the Seller Group, and the Seller Parties desire for the Seller and CytoTrend WFOE to sell the Designated Assets, PRC IP Rights and Relevant IP Rights to CMED Sub and CMED WFOE, upon the terms and subject to the conditions set forth in this Agreement and in the PRC Asset Acquisition Agreement (as defined below), such that upon consummation of this Agreement and the PRC Asset Acquisition Agreement, CMED Sub will own all of the Relevant IP Rights of the SPR Business and CMED WFOE will own PRC IP Rights and certain of the tangible assets of the SPR Business as specified in the PRC Asset Acquisition Agreement. In addition, the Parties desire for the Seller Parties to agree to enter into and be bound by certain covenants and restrictions, including covenants to cause certain of the employees and consultants of the SPR Business to accept employment with CMED or its Affiliates (as defined below), covenants not to compete with CMED or its Affiliates (including the SPR Business), covenants not to solicit the employees or consultants of CMED or its Affiliates (including the Transferred Employees (as defined below)), and covenants to provide CMED or its Affiliates with transitional technical support to operate the Designated Assets, PRC IP Rights and Relevant IP Rights upon the request of CMED or its Affiliates. For the purpose of this Agreement, “PRC” shall mean the People’s Republic of China, excluding for the purposes of this Agreement, Hong Kong, Macao and Taiwan; and
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Related to CMED and CMED

  • Inventions Retained and Licensed I have attached hereto, as Exhibit A, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to my employment with the Company (collectively referred to as “Prior Inventions”), which belong to me, which relate to the Company’s proposed business, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions. If in the course of my employment with the Company, I incorporate into a Company product, process or machine a Prior Invention owned by me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine.

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