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. Except as set forth in Section 3.8 3.9 of the Seller Disclosure Letter: (ia) Seller owns or has exclusive rights to the Conveyed Intellectual Property and owns or has a valid right to grant the licenses granted under the Intellectual Property that is the subject of the Intellectual Property License Agreement free and clear of all Liens, Liens other than Permitted Liens; (iib) the The Conveyed Intellectual Property and the Intellectual Property that is the subject of the Exclusive Intellectual Property License Agreement have been duly maintained maintained, in all material respects, and have not been cancelled, expired or abandoned, and Section 2.1(a)(iv) of the Seller Disclosure Letter sets forth a list of all jurisdictions in which such Intellectual Property is registered or in which registrations for such Intellectual Property are pending and all registration and application numbers; (iiic) Except for As of the Litigationsdate hereof, Seller has not received written 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 Assets or any Intellectual Property that is the subject of the Exclusive Intellectual Property Transfer Agreements or the Intellectual Property 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; (ivd) Except for As of the Litigationsdate hereof, none of the Conveyed Intellectual Property or the Intellectual Property that is the subject of the Intellectual Property Transfer Agreements or the Intellectual Property License Agreement has expired or been declared invalid, in whole or in part, by any Governmental Entity. As of the date hereof, there are no currently ongoing interferences, oppositions, reissues, reexaminations or other proceedings involving any of the patents or patent applications set forth on Section 2.1(a)(iv) of the Seller Disclosure Letter, including ex parte and post-grant proceedings, in the United States Patent and Trademark Office or in any foreign patent office or similar administrative agency; (e) Seller has not received written 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 Intellectual Property Transfer Agreements or the Intellectual Property License Agreement Agreement, and Seller has no knowledge of any reasonable basis for such a claim; (vf) Except for the Litigations, to To the knowledge of Seller, as of the date hereof, no third party is misappropriating, infringing, diluting or violating any Conveyed Intellectual Property or any Intellectual Property that is the subject of the Exclusive Intellectual Property Transfer Agreements or the Intellectual Property License Agreement. Seller has not notified any third party ; (i) All Intellectual Property that it may be misappropriating, infringing, diluting or violating any Conveyed is the subject of the Assignment of Intellectual Property or the Intellectual Property License Agreement, to the extent confidential, has been maintained in confidence by Seller in all material respects in accordance with commercially reasonable protection procedures, (ii) all former and current employees of Seller or any of its Subsidiaries who primarily worked in the Business have executed and delivered to Seller a proprietary information agreement restricting such person’s right to disclose proprietary information of Seller or any of its Subsidiaries with respect to the Business, (iii) all former and current employees of Seller or any of its Subsidiaries and all former and current agents, consultants, collaborators and independent contractors who have contributed to or participated in the conception or development of the Intellectual Property that is the subject of the Assignment of Intellectual Property or the Intellectual Property License Agreement (“Personnel”) have executed and delivered to the Seller a proprietary information agreement restricting such Person’s right to disclose proprietary information of Seller or any of its Subsidiaries with respect to the Business and (iv) all Personnel either (1) have been party to a “work-for-hire” arrangement or agreement with the Seller, in accordance with all applicable Laws, that has accorded Seller full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (2) have executed appropriate instruments of assignment in favor of Seller or as assignee that have conveyed to Seller full, effective and exclusive ownership of all tangible and intangible property thereby arising. To Seller’s knowledge, no Personnel has any claim against Seller or any of its Subsidiaries in connection with such Personnel’s involvement in the conception or development of any Intellectual Property that is the subject of the Exclusive License Agreement; (vi) Except for the Litigations, Seller has not received any notice Assignment of interfering subject matter with respect to any Conveyed Intellectual Property or any the Intellectual Property that is the subject of the Exclusive License Agreement, and no such claim has been asserted or, to the knowledge of Seller, is not aware threatened. To Seller’s knowledge, none of Seller’s officer’s or employees has any patents issued or applications pending for any device, process, design or invention of any third party kind now used or necessary for the conduct of the Business, which patents or patent applications that contain any interfering subject matter have not been assigned to Seller, 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 such assignment duly recorded in dealing with the United States Patent and Trademark Office with respect Office; (h) Except for web site content related to the Business, the Software embedded in hardware included in the Conveyed Intellectual PropertyAssets, including Software used solely for general and administrative purposes, and except as listed in Section 3.9(h) of the duty to disclose all information believed to be material to Seller Disclosure Letter, no Software is necessary for the patentability conduct of sameBusiness as conducted as of the date hereof; and (viiii) 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. 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.

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.