Common use of Conveyed Intellectual Property Clause in Contracts

Conveyed Intellectual Property. Except as set forth in Section 3.8 of the Seller Disclosure Letter: (i) Seller owns or has exclusive rights to the Conveyed Intellectual Property free and clear of all Liens, other than Permitted Liens; (ii) the Conveyed Intellectual Property and the Intellectual Property that is the subject of the Exclusive License Agreement have been duly maintained and have not been cancelled, expired or abandoned; (iii) Except for the Litigations, Seller has not received notice from any third party regarding any actual or potential infringement or misappropriation by Seller of any Intellectual Property of such third party relating to the Conveyed Assets, the Business or any Intellectual Property that is the subject of the Exclusive License Agreement, and Seller has no knowledge of any reasonable basis for such a claim against Seller. Seller is not aware of any issued third party patents or other third party intellectual property rights that would be infringed by the exercise by Purchaser of any right granted to it under this Agreement or the Exclusive License Agreement; (iv) Except for the Litigations, Seller has not received notice from any third party regarding any assertion or claim challenging the validity of any Conveyed Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreement and Seller has no knowledge of any reasonable basis for such a claim; (v) Except for the Litigations, to the knowledge of Seller, no third party is misappropriating, infringing, diluting or violating any Conveyed Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreement. Seller has not notified any third party that it may be misappropriating, infringing, diluting or violating any Conveyed Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreement; (vi) Except for the Litigations, Seller has not received any notice of interfering subject matter with respect to any Conveyed Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreement, and is not aware of any third party patents or patent applications that contain any interfering subject matter with any of same or any inventorship challenges raised by a third party relating to any of same; (vii) Seller has complied with the required duty of candor and good faith in dealing with the United States Patent and Trademark Office with respect to the Conveyed Intellectual Property, including the duty to disclose all information believed to be material to the patentability of same; and (viii) To the knowledge of Seller, no third party, including any academic organization or Governmental Entity, possesses rights to any of the Conveyed Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreement.

Conveyed Intellectual Property. Section 2.5 of the Seller Disclosure Schedule sets forth a list of all registrations and applications for registration in respect of the Conveyed Intellectual Property. Except as set forth in Section 3.8 2.5 of the Seller Disclosure Letter: (i) Schedule, Seller owns or has exclusive rights (beneficially and of record) all right, title and interest in and to the all Conveyed Intellectual Property Property, free and clear of all LiensEncumbrances, other than Permitted Liens; (ii) Encumbrances. Except as set forth in Section 2.5 of the Seller Disclosure Schedule, all of the trademark applications within the Conveyed Intellectual Property and the Intellectual Property that is the subject of the Exclusive License Agreement have been duly maintained filed in the jurisdiction named in each such application, are being actively prosecuted and have not been cancelledabandoned or allowed to lapse. The CLONE ALGO Domain Name has been validly registered with an authorized domain name registrar and the registration therefor is current through the Closing Date. Except as set forth in Section 2.5 of the Seller Disclosure Schedule, expired or abandoned; (iii) Except for the Litigations, Seller has not received notice from any third party regarding any actual or potential infringement or misappropriation by Seller of any Intellectual Property of such third party relating to the Conveyed Assets, the Business or any Intellectual Property there is no Action that is the subject of the Exclusive License Agreement, and Seller has no knowledge of any reasonable basis for such a claim against Seller. Seller is not aware of any issued third party patents or other third party intellectual property rights that would be infringed by the exercise by Purchaser of any right granted to it under this Agreement or the Exclusive License Agreement; (iv) Except for the Litigations, Seller has not received notice from any third party regarding any assertion or claim challenging the validity of any Conveyed Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreement and Seller has no knowledge of any reasonable basis for such a claim; (v) Except for the Litigationspending or, to the knowledge of Seller, no third party is misappropriating, infringing, diluting or violating threatened that challenges the rights of Seller in respect of any Conveyed Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreementvalidity, enforceability or effectiveness thereof. Seller has not notified any third party that it may be misappropriating, infringing, diluting or violating any Conveyed Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreement; (vi) Except for the Litigations, Seller has not received any notice of interfering subject matter with respect to any Conveyed written communication alleging that the Business has infringed the Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreement, and is not aware rights of any third party patents or patent applications and there are no Actions that contain any interfering subject matter with any of same or any inventorship challenges raised by a third party relating are pending or, to any of same; (vii) Seller has complied with the required duty of candor and good faith in dealing with the United States Patent and Trademark Office with respect to the Conveyed Intellectual Property, including the duty to disclose all information believed to be material to the patentability of same; and (viii) To the knowledge of Seller, threatened against Seller with respect thereto. Except as set forth in Section 2.5 of the Seller Disclosure Schedule, to the knowledge of Seller, there is no third partyunauthorized use, including any academic organization infringement or Governmental Entity, possesses rights to any misappropriation of the Conveyed Intellectual Property by any third party and there is no Action that is pending or any threatened by Seller with respect thereto. Notwithstanding anything to the contrary, this representation shall not limit or restrict the transfer to Buyer pursuant to this Agreement of all right, title and interest in and to (i) the Conveyed Intellectual Property owned by Seller throughout the world and (ii) any internet domain names associated with the CLONE ALGO Trademark owned by Seller; provided, however, that is Seller does not represent, warrant or covenant that any rights in or to the subject Conveyed Intellectual Property exist anywhere outside of the Exclusive License AgreementUnited States of America or that Seller has any right, title or interest in or to any internet domain names associated with the CLONE ALGO Trademark, other than the CLONE ALGO Domain Name.

Conveyed Intellectual Property. of the Seller Disclosure Schedule sets forth a list of all registrations and applications for registration in respect of the Conveyed Intellectual Property. Except as set forth in Section 3.8 2.5 of the Seller Disclosure Letter: (i) Schedule, Seller owns or has exclusive rights (beneficially and of record) all right, title and interest in and to the all Conveyed Intellectual Property Property, free and clear of all LiensEncumbrances, other than Permitted Liens; (ii) Encumbrances. Except as set forth in Section 2.5 of the Conveyed Intellectual Property Seller Disclosure Schedule, the Formula has been validly registered under FDA and CFR-21for a Closing Date. Except as set forth in Section 2.5 of the Intellectual Property Seller Disclosure Schedule, there is no Action that is the subject of the Exclusive License Agreement have been duly maintained and have not been cancelled, expired or abandoned; (iii) Except for the Litigations, Seller has not received notice from any third party regarding any actual or potential infringement or misappropriation by Seller of any Intellectual Property of such third party relating to the Conveyed Assets, the Business or any Intellectual Property that is the subject of the Exclusive License Agreement, and Seller has no knowledge of any reasonable basis for such a claim against Seller. Seller is not aware of any issued third party patents or other third party intellectual property rights that would be infringed by the exercise by Purchaser of any right granted to it under this Agreement or the Exclusive License Agreement; (iv) Except for the Litigations, Seller has not received notice from any third party regarding any assertion or claim challenging the validity of any Conveyed Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreement and Seller has no knowledge of any reasonable basis for such a claim; (v) Except for the Litigationspending or, to the knowledge of Seller, no third party is misappropriating, infringing, diluting or violating threatened that challenges the rights of Seller in respect of any Conveyed Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreementvalidity, enforceability or effectiveness thereof. Seller has not notified any third party that it may be misappropriating, infringing, diluting or violating any Conveyed Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreement; (vi) Except for the Litigations, Seller has not received any notice of interfering subject matter with respect to any Conveyed written communication alleging that the Business has infringed the Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreement, and is not aware rights of any third party patents or patent applications and there are no Actions that contain any interfering subject matter with any of same or any inventorship challenges raised by a third party relating are pending or, to any of same; (vii) Seller has complied with the required duty of candor and good faith in dealing with the United States Patent and Trademark Office with respect to the Conveyed Intellectual Property, including the duty to disclose all information believed to be material to the patentability of same; and (viii) To the knowledge of Seller, threatened against Seller with respect thereto. Except as set forth in Section 2.5 of the Seller Disclosure Schedule, to the knowledge of Seller, there is no third partyunauthorized use, including any academic organization infringement or Governmental Entity, possesses rights to any misappropriation of the Conveyed Intellectual Property by any third party and there is no Action that is pending or any threatened by Seller with respect thereto. Notwithstanding anything to the contrary, this representation shall not limit or restrict the transfer to Buyer pursuant to this Agreement of all right, title and interest in and to (i) the Conveyed Intellectual Property owned by Seller throughout the world and (ii) any other client names associated with the Formula owned by Seller; provided, however, that is Seller does not represent, warrant or covenant that any rights in or to the subject Conveyed Intellectual Property exist anywhere within or outside of the Exclusive License AgreementUnited States of America.

Conveyed Intellectual Property. of the Seller Disclosure Schedule sets forth a list of all registrations and applications for registration in respect of the Conveyed Intellectual Property. Except as set forth in Section 3.8 2.5 of the Seller Disclosure Letter: (i) Schedule, Seller owns or has exclusive rights (beneficially and of record) all right, title and interest in and to the all Conveyed Intellectual Property Property, free and clear of all LiensEncumbrances, other than Permitted Liens; (ii) Encumbrances. Except as set forth in Section 2.5 of the Seller Disclosure Schedule, all of the trademark applications within the Conveyed Intellectual Property and the Intellectual Property that is the subject of the Exclusive License Agreement have been duly maintained filed in the jurisdiction named in each such application, are being actively prosecuted and have not been cancelledabandoned or allowed to lapse. The CCS Domain Name has been validly registered with an authorized domain name registrar and the registration therefor is current through the Closing Date. Except as set forth in Section 2.5 of the Seller Disclosure Schedule, expired or abandoned; (iii) Except for the Litigations, Seller has not received notice from any third party regarding any actual or potential infringement or misappropriation by Seller of any Intellectual Property of such third party relating to the Conveyed Assets, the Business or any Intellectual Property there is no Action that is the subject of the Exclusive License Agreement, and Seller has no knowledge of any reasonable basis for such a claim against Seller. Seller is not aware of any issued third party patents or other third party intellectual property rights that would be infringed by the exercise by Purchaser of any right granted to it under this Agreement or the Exclusive License Agreement; (iv) Except for the Litigations, Seller has not received notice from any third party regarding any assertion or claim challenging the validity of any Conveyed Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreement and Seller has no knowledge of any reasonable basis for such a claim; (v) Except for the Litigationspending or, to the knowledge of Seller, no third party is misappropriating, infringing, diluting or violating threatened that challenges the rights of Seller in respect of any Conveyed Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreementvalidity, enforceability or effectiveness thereof. Seller has not notified any third party that it may be misappropriating, infringing, diluting or violating any Conveyed Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreement; (vi) Except for the Litigations, Seller has not received any notice of interfering subject matter with respect to any Conveyed written communication alleging that the Business has infringed the Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreement, and is not aware rights of any third party patents or patent applications and there are no Actions that contain any interfering subject matter with any of same or any inventorship challenges raised by a third party relating are pending or, to any of same; (vii) Seller has complied with the required duty of candor and good faith in dealing with the United States Patent and Trademark Office with respect to the Conveyed Intellectual Property, including the duty to disclose all information believed to be material to the patentability of same; and (viii) To the knowledge of Seller, threatened against Seller with respect thereto. Except as set forth in Section 2.5 of the Seller Disclosure Schedule, to the knowledge of Seller, there is no third partyunauthorized use, including any academic organization infringement or Governmental Entity, possesses rights to any misappropriation of the Conveyed Intellectual Property by any third party and there is no Action that is pending or any threatened by Seller with respect thereto. Notwithstanding anything to the contrary, this representation shall not limit or restrict the transfer to Buyer pursuant to this Agreement of all right, title and interest in and to (i) the Conveyed Intellectual Property owned by Seller throughout the world and (ii) any internet domain names associated with the CCS Trademark owned by Seller; provided, however, that is Seller does not represent, warrant or covenant that any rights in or to the subject Conveyed Intellectual Property exist anywhere outside of the Exclusive License AgreementUnited States of America or that Seller has any right, title or interest in or to any internet domain names associated with the CCS Trademark, other than the CCS Domain Name.

Conveyed Intellectual Property. Section 2.5 of the Seller Disclosure Schedule sets forth a list of all registrations and applications for registration in respect of the Conveyed Intellectual Property. Except as set forth in Section 3.8 2.5 of the Seller Disclosure Letter: (i) Schedule, Seller owns or has exclusive rights (beneficially and of record) all right, title and interest in and to the all Conveyed Intellectual Property Property, free and clear of all LiensEncumbrances, other than Permitted Liens; (ii) Encumbrances. Except as set forth in Section 2.5 of the Seller Disclosure Schedule, all of the trademark applications within the Conveyed Intellectual Property and the Intellectual Property that is the subject of the Exclusive License Agreement have been duly maintained filed in the jurisdiction named in each such application, are being actively prosecuted and have not been cancelledabandoned or allowed to lapse. The CCS Domain Name has been validly registered with an authorized domain name registrar and the registration therefor is current through the Closing Date. Except as set forth in Section 2.5 of the Seller Disclosure Schedule, expired or abandoned; (iii) Except for the Litigations, Seller has not received notice from any third party regarding any actual or potential infringement or misappropriation by Seller of any Intellectual Property of such third party relating to the Conveyed Assets, the Business or any Intellectual Property there is no Action that is the subject of the Exclusive License Agreement, and Seller has no knowledge of any reasonable basis for such a claim against Seller. Seller is not aware of any issued third party patents or other third party intellectual property rights that would be infringed by the exercise by Purchaser of any right granted to it under this Agreement or the Exclusive License Agreement; (iv) Except for the Litigations, Seller has not received notice from any third party regarding any assertion or claim challenging the validity of any Conveyed Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreement and Seller has no knowledge of any reasonable basis for such a claim; (v) Except for the Litigationspending or, to the knowledge of Seller, no third party is misappropriating, infringing, diluting or violating threatened that challenges the rights of Seller in respect of any Conveyed Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreementvalidity, enforceability or effectiveness thereof. Seller has not notified any third party that it may be misappropriating, infringing, diluting or violating any Conveyed Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreement; (vi) Except for the Litigations, Seller has not received any notice of interfering subject matter with respect to any Conveyed written communication alleging that the Business has infringed the Intellectual Property or any Intellectual Property that is the subject of the Exclusive License Agreement, and is not aware rights of any third party patents or patent applications and there are no Actions that contain any interfering subject matter with any of same or any inventorship challenges raised by a third party relating are pending or, to any of same; (vii) Seller has complied with the required duty of candor and good faith in dealing with the United States Patent and Trademark Office with respect to the Conveyed Intellectual Property, including the duty to disclose all information believed to be material to the patentability of same; and (viii) To the knowledge of Seller, threatened against Seller with respect thereto. Except as set forth in Section 2.5 of the Seller Disclosure Schedule, to the knowledge of Seller, there is no third partyunauthorized use, including any academic organization infringement or Governmental Entity, possesses rights to any misappropriation of the Conveyed Intellectual Property by any third party and there is no Action that is pending or any threatened by Seller with respect thereto. Notwithstanding anything to the contrary, this representation shall not limit or restrict the transfer to Buyer pursuant to this Agreement of all right, title and interest in and to (i) the Conveyed Intellectual Property owned by Seller throughout the world and (ii) any internet domain names associated with the CCS Trademark owned by Seller; provided, however, that is Seller does not represent, warrant or covenant that any rights in or to the subject Conveyed Intellectual Property exist anywhere outside of the Exclusive License AgreementUnited States of America or that Seller has any right, title or interest in or to any internet domain names associated with the CCS Trademark, other than the CCS Domain Name.