Excluded Assets; No Implied Licenses Sample Clauses

Excluded Assets; No Implied Licenses. Nothing contained in this Agreement shall be construed as conferring (i) any ownership rights to any intellectual property rights, technology or any other assets (whether tangible or intangible) owned or controlled by BioSante other than those expressly transferred under Article II of this Agreement, or (ii) any license rights, by implication, estoppel or otherwise, under any intellectual property rights owned or controlled by BioSante, other than as expressly transferred or granted in Article II of this Agreement.
Sample 1
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Excluded Assets; No Implied Licenses. Notwithstanding anything herein to the contrary, any billed or unbilled receivables owed to CGI under the Out-Licenses or the SALK Agreement that have accrued or are due before the Effective Date are specifically excluded from the assets transferred to GBP hereunder and such receivables shall be payable by the applicable party to CGI. Nothing contained in this Agreement shall be construed as conferring (i) any ownership rights to any Intellectual Property Rights, Technology or any other assets (whether tangible or intangible) owned or controlled by CGI other than those expressly transferred under Article II of this Agreement, or (ii) any license rights, by implication, estoppel or otherwise, under any Intellectual Property Rights owned or controlled by CGI, other than as expressly transferred or granted in Article II of this Agreement.
Sample 1

Related to Excluded Assets; No Implied Licenses

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • No Implied Obligations The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a holder of a Warrant Certificate with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in Section 6.2 hereof, to make any demand upon the Company.

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