Intellectual Property Agreements. (i) Section 2.17(f)(i) of the Seller Disclosure Schedule sets forth a complete and correct list of all Inbound License Agreements indicating for each the title, effective date, and parties thereto, other than licenses to Seller or any of its Subsidiaries of proprietary (i.e., not open source) Software that is commercially available on reasonable terms to any Person for a license fee, royalty or other consideration of no more than One Hundred Thousand Dollars ($100,000) per copy or user. (ii) Section 2.17(f)(ii) of the Seller Disclosure Schedule sets forth a complete and correct list of all Outbound License Agreements, indicating for each the title, effective date, and parties thereto. (iii) All Transferred License Agreements are in full force and effect, and enforceable in accordance with their terms. To the Knowledge of Seller, there is no outstanding or threatened dispute or disagreement with respect to any Transferred License Agreement. Complete and correct copies of all Transferred License Agreements have been made available to Purchaser. Neither Seller nor any of its Subsidiaries nor, to the Knowledge of Seller, any other party to any Transferred License Agreement is in material breach or default of such Transferred License Agreement. (iv) There is no Assumed Contract, judicial decree, arbitral award or other provision or requirement that obligates Seller or any of its Subsidiaries to grant licenses in the future with respect to any currently existing or future Owned Business Intellectual Property or Transferred Shared Intellectual Property. (v) Neither the execution, delivery and performance of this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereof, nor the consummation of this transaction will violate or result in the breach, material modification, cancellation, termination or suspension of, or acceleration of any payments under any Transferred License Agreement (or give rise to any right with respect to any of the foregoing). Following the Closing Date and upon obtaining any consents required to assign the Transferred License Agreements to Purchaser, Purchaser will have and be permitted to exercise all rights under the Transferred License Agreements (and will have the same rights with respect to the Intellectual Property and Intellectual Property Rights of third parties licensed thereunder) to the same extent that Seller or the applicable Subsidiary would have had, and been able to exercise, had this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereof not been entered into and this transaction not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that Seller or its Subsidiaries would otherwise have been required to pay anyway. Except as provided in the Assumed Contracts, neither the execution, delivery and performance of this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereof, nor the consummation of this transaction will cause or require (or purports to cause or require) Purchaser or any of its Affiliates to (A) grant to any other Person any license, covenant not to xxx, immunity or other right with respect to or under any of Purchaser’s or its Affiliates’ Intellectual Property or Intellectual Property Rights, or (B) be obligated to pay any royalties or other amounts, or offer any discounts, to any other Person. (vi) Seller or its Subsidiaries solely and exclusively own all right, title and interest in and to (including the sole right to enforce) the Owned Business Intellectual Property and Owned Shared Intellectual Property, free and clear of all Encumbrances, except Permitted Encumbrances, and have not licensed any such Owned Business Intellectual Property or Owned Shared Intellectual Property, or any other Business Intellectual Property or Shared Intellectual Property, to any Person, except pursuant to an Outbound License Agreement listed in Section 2.17(f)(ii) of the Seller Disclosure Schedule. All of the Licensed Business Intellectual Property and all Shared Intellectual Property that is not Owned Shared Intellectual Property is duly and validly licensed to Seller or its Subsidiaries pursuant to an Inbound License Agreement that is listed in Section 2.17(f)(i) of the Seller Disclosure Schedule for use in the manner in which it is currently used and is planned to be used by Seller and its Subsidiaries. All Owned Business Intellectual Property and Transferred Shared Intellectual Property is freely transferable and assignable (and, upon the Closing, shall be assigned and transferred) to Purchaser without restriction and without payment of any kind to any third party. Except for those Inbound License Agreements set forth in Section 2.5 or Section 2.17(f)(vi) of the Seller Disclosure Schedule, all Transferred License Agreements are freely assignable and transferable to Purchaser without restriction and without payment of any kind to any third party. (vii) The Intellectual Property and Intellectual Property Rights included in the Owned Business Intellectual Property and the Licensed Business Intellectual Property that are to be assigned and transferred to Purchaser as part of the Purchased Assets pursuant to this Agreement include all of the Intellectual Property and Intellectual Property Rights that are owned by or licensed to Seller or any of its Affiliates and used, held for use, or practiced by Seller or any of its Subsidiaries exclusively in connection with any OrthoRecon Products and/or the Business, and following the Closing, Purchaser will own or have (pursuant to the Transferred License Agreements) the same rights that Seller and its Subsidiaries had immediately prior to the Closing with respect to such Intellectual Property and Intellectual Property Rights. The Owned Business Intellectual Property, Transferred Shared Intellectual Property, the Intellectual Property and Intellectual Property Rights licensed under the Inbound License Agreements that are included in the Assumed Contracts, the Intellectual Property and Intellectual Property Rights licensed to Purchaser under the Shared IP Cross License, and the Intellectual Property to which access is provided under the Transition Services Agreement include all of the Intellectual Property and Intellectual Property Rights that are owned by or licensed to Seller or any of its Affiliates and used, held for use, or practiced by Seller or any of its Subsidiaries in connection with any OrthoRecon Products and/or the Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Wright Medical Group Inc)
Intellectual Property Agreements. With respect to the Company Intellectual Property Agreements:
(i) Except as set forth in Section 2.17(f)(i3.18(l)(i) of the Seller Disclosure Schedule sets forth a complete , each such agreement is valid and correct list of all Inbound License Agreements indicating for each the title, effective date, and parties thereto, other than licenses to Seller or any of its Subsidiaries of proprietary (i.e., not open source) Software that is commercially available on reasonable terms to any Person for a license fee, royalty or other consideration of no more than One Hundred Thousand Dollars ($100,000) per copy or user.subsisting;
(ii) Section 2.17(f)(ii) Neither the Company nor any Subsidiary is (and will not be as a result of the Seller Disclosure Schedule sets forth a complete execution and correct list delivery or effectiveness of all Outbound License Agreementsthis Agreement or the performance of the Company’s obligations under this Agreement), indicating for each the title, effective date, and parties thereto.
(iii) All Transferred License Agreements are in full force and effect, and enforceable in accordance with their terms. To the Knowledge breach of Seller, there is no outstanding or threatened dispute or disagreement with respect to any Transferred License Agreement. Complete and correct copies of all Transferred License Agreements have been made available to Purchaser. Neither Seller nor any of its Subsidiaries nor, to the Knowledge of Seller, any other party to any Transferred License Agreement is in material breach or default of such Transferred License Agreement.
(iv) There is no Assumed Contract, judicial decree, arbitral award or other provision or requirement that obligates Seller or any of its Subsidiaries to grant licenses in the future with respect to any currently existing or future Owned Business Company Intellectual Property or Transferred Shared Intellectual Property.
(v) Neither the execution, delivery Agreement and performance of this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereof, nor the consummation of this transaction the Merger will violate or not result in the breach, material modification, cancellation, termination or termination, suspension of, or acceleration of any payments under any Transferred License Agreement (payments, rights, obligations or give rise to any right remedies with respect to any Company Intellectual Property Agreements, or give any non-Company party to any Company Intellectual Property Agreement the right to do any of the foregoing). Following ;
(iii) To the Closing Date Knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof;
(iv) At and upon obtaining any consents required to assign after the Transferred License Agreements to PurchaserClosing, Purchaser the Surviving Corporation (as a wholly owned subsidiary of Parent) will have and be permitted to exercise all of the Company’s rights under the Transferred License Agreements (and will have the same rights with respect to the Company Intellectual Property and Intellectual Property Rights of third parties licensed thereunder) Agreements to the same extent that Seller or the applicable Subsidiary Company would have had, and been able to exercise, had this Agreement, the Transaction Documents Merger not occurred and such other agreements, documents and instruments to be executed and delivered after the date hereof not been entered into and this transaction not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that Seller or its Subsidiaries the Company would otherwise have been be required to pay anyway. pay;
(v) Except as provided set forth in Section 3.18(l)(v) , to the Assumed ContractsKnowledge of the Company, neither there are no disputes or Legal Proceedings (pending or threatened) regarding the executionscope of any Company Intellectual Property Agreements, delivery and or performance of this Agreement, the Transaction Documents and such other agreements, documents and instruments under any Company Intellectual Property Agreements including with respect to any payments to be executed and delivered after made or received by the date hereof, nor the consummation of this transaction will cause or require (or purports to cause or require) Purchaser Company or any Subsidiary thereunder;
(vi) Except as set forth in Section 3.18(l)(vi) , no Company Intellectual Property Agreement requires the Company or any Subsidiary to include any Third-Party Intellectual Property in any Company Product or obtain any Person’s approval of its Affiliates to any Company Product at any stage of development, licensing, distribution or sale of that Company Product;
(Avii) grant to None of the Company Intellectual Property Agreements grants any other Person any license, covenant not to xxx, immunity or other right with respect third party exclusive rights to or under any of Purchaser’s or its Affiliates’ Company Intellectual Property;
(viii) No third party is granted, by Company, the right to sublicense any Company Intellectual Property or under any Company Intellectual Property Rights, or (B) be obligated to pay any royalties or other amounts, or offer any discounts, to any other Person.Agreement;
(viix) Seller or its Subsidiaries solely The Company and exclusively own all righteach Subsidiary has obtained valid, title and interest in and to written licenses (including sufficient for the sole right to enforce) the Owned Business Intellectual Property and Owned Shared Intellectual Property, free and clear of all Encumbrances, except Permitted Encumbrances, and have not licensed any such Owned Business Intellectual Property or Owned Shared Intellectual Property, or any other Business Intellectual Property or Shared Intellectual Property, to any Person, except pursuant to an Outbound License Agreement listed in Section 2.17(f)(ii) conduct of the Seller Disclosure Schedule. All of the Licensed Business Intellectual Property and as currently conducted) to all Shared Third-Party Intellectual Property that is not Owned Shared Intellectual Property is duly and validly licensed to Seller incorporated into, integrated or its Subsidiaries pursuant to an Inbound License Agreement that is listed in Section 2.17(f)(i) bundled by the Company with any of the Seller Disclosure Schedule for use in the manner in which it is currently used and is planned to be used by Seller and its Subsidiaries. All Owned Business Intellectual Property and Transferred Shared Intellectual Property is freely transferable and assignable Company Products; and
(and, upon the Closing, shall be assigned and transferredx) to Purchaser without restriction and without payment of any kind to any third party. Except for those Inbound License Agreements as set forth in Section 2.5 or Section 2.17(f)(vi3.18(l)(x) of the Seller Disclosure Schedule, all Transferred License Agreements are freely assignable and transferable to Purchaser without restriction and without payment of any kind to any no third party.
(vii) The Intellectual Property and party that has licensed Intellectual Property Rights included to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Owned Business Intellectual Property and the Licensed Business Third-Party Intellectual Property that are to be assigned and transferred to Purchaser as part of the Purchased Assets pursuant to this Agreement include all of the Intellectual Property and Intellectual Property Rights that are owned by or has been licensed to Seller the Company or any of its Affiliates and used, held for use, or practiced by Seller or any of its Subsidiaries exclusively in connection with any OrthoRecon Products and/or the Business, and following the Closing, Purchaser will own or have (pursuant to the Transferred License Agreements) the same rights that Seller and its Subsidiaries had immediately prior to the Closing with respect to such Intellectual Property and Intellectual Property Rights. The Owned Business Intellectual Property, Transferred Shared Intellectual Property, the Intellectual Property and Intellectual Property Rights licensed under the Inbound License Agreements that are included in the Assumed Contracts, the Intellectual Property and Intellectual Property Rights licensed to Purchaser under the Shared IP Cross License, and the Intellectual Property to which access is provided under the Transition Services Agreement include all of the Intellectual Property and Intellectual Property Rights that are owned by or licensed to Seller or any of its Affiliates and used, held for use, or practiced by Seller or any of its Subsidiaries in connection with any OrthoRecon Products and/or the BusinessSubsidiary.
Appears in 1 contract
Samples: Merger Agreement (ZAGG Inc)
Intellectual Property Agreements. (i) Section 2.17(f)(iSet forth on Schedule 4.11(k)(i) of the Seller Disclosure Schedule sets forth is a correct, current and complete and correct list schedule of all Inbound License Agreements indicating Intellectual Property Agreements, including the date, title and parties for each the titleagreement (or, effective dateif such Intellectual Property Agreement is unwritten, and parties thereto, other than licenses to Seller or any an accurate summary of its Subsidiaries of proprietary (i.e.terms), not open source) Software that is commercially available on reasonable terms and, with respect to any Person for Intellectual Property Agreements pursuant to which Seller is the licensee or otherwise permitted to use a license feeThird Party’s Intellectual Property, royalty or other consideration of no more than One Hundred Thousand Dollars ($100,000) per copy or user.
(ii) Section 2.17(f)(ii) of the Seller Disclosure Schedule sets forth a complete and correct list of all Outbound License Licensed Intellectual Property that relates to such Intellectual Property Agreements, indicating for each the title, effective date, and parties thereto.
(iii) All Transferred License Agreements are . Each Intellectual Property Agreement is in full force and effect, effect and enforceable in accordance with their terms. To the Knowledge of is a valid and binding obligation on Seller, there is no outstanding or threatened dispute or disagreement with respect to any Transferred License Agreement. Complete and correct copies of all Transferred License Agreements have been made available to Purchaser. Neither Seller nor any of its Subsidiaries norand, to the Knowledge of Seller, the other parties thereto, enforceable against Seller and the other parties thereto in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and of general principles of equity. Seller has delivered to Buyer prior to the Closing Date accurate and complete copies of all Intellectual Property Agreements (or in the case of any other party oral agreements, a complete and accurate written description), including all modifications, amendments and supplements thereto and waivers thereunder. The Intellectual Property Agreements constitute all of the Contracts that are required to operate Seller’s business related to the Purchased Assets as presently conducted, formerly conducted or proposed to be conducted and to own, use or hold for use the Purchased Assets. Seller has not received notice of the termination of, or intent to terminate or otherwise fail to fully perform any Intellectual Property Agreement and otherwise has no reason to believe or not believe that the parties to any Transferred License Intellectual Property Agreement will not fulfill their obligations thereunder in all material respects.
(ii) None of the payments required under the Intellectual Property Agreements have been pre-billed or prepaid prior to the due date thereof, Seller is not in material breach possession of any retainer or default other prepayment which represents compensation for services not yet performed and there is not any Default in performance or payment by Seller, or to the Knowledge of such Transferred License Seller, any party thereto.
(iii) Seller has not received any notice of dispute, and is not aware of any basis for any dispute, related to any Intellectual Property Agreement.
(iv) There is no Assumed Contract, judicial decree, arbitral award or other provision or requirement that obligates Seller or any of its Subsidiaries to grant licenses in the future with With respect to any currently existing or future Owned Business the Intellectual Property or Transferred Shared Agreements, Schedule 4.11(k)(i) lists which Intellectual PropertyProperty Agreements, if any: (A) are with Affiliates of Seller, (B) are with any Governmental Entity and (C) in which Seller has granted any exclusive rights.
(v) Neither the execution, delivery and performance of this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereofSeller is not, nor has Seller received any notice from any Third Party alleging that it is, or, to the consummation Knowledge of this transaction will violate or result Seller, no Third Party is, in the breach, material modificationdefault or violation (each a “Default”) (and no event has occurred or not occurred through Seller’s inaction or, cancellationto the Knowledge of Seller, termination through the action or suspension of, or acceleration inaction of any payments under Third Parties, which with notice or the lapse of time or both would constitute a Default) of any Transferred License Agreement (term, condition or give rise to provision of any right with respect to any of the foregoing). Following the Closing Date and upon obtaining any consents required to assign the Transferred License Agreements to Purchaser, Purchaser will have and be permitted to exercise all rights under the Transferred License Agreements (and will have the same rights with respect to the Intellectual Property and Intellectual Property Rights of third parties licensed thereunder) to the same extent that Seller or the applicable Subsidiary would have had, and been able to exercise, had this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereof not been entered into and this transaction not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that Seller or its Subsidiaries would otherwise have been required to pay anyway. Except as provided in the Assumed Contracts, neither the execution, delivery and performance of this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereof, nor the consummation of this transaction will cause or require (or purports to cause or require) Purchaser or any of its Affiliates to (A) grant to any other Person any license, covenant not to xxx, immunity or other right with respect to or under any of Purchaser’s or its Affiliates’ Intellectual Property or Intellectual Property Rights, or (B) be obligated to pay any royalties or other amounts, or offer any discounts, to any other Person.
(vi) Seller or its Subsidiaries solely and exclusively own all right, title and interest in and to (including the sole right to enforce) the Owned Business Intellectual Property and Owned Shared Intellectual Property, free and clear of all Encumbrances, except Permitted Encumbrances, and have not licensed any such Owned Business Intellectual Property or Owned Shared Intellectual Property, or any other Business Intellectual Property or Shared Intellectual Property, to any Person, except pursuant to an Outbound License Agreement listed in Section 2.17(f)(ii) of the Seller Disclosure Schedule. All of the Licensed Business Intellectual Property and all Shared Intellectual Property that is not Owned Shared Intellectual Property is duly and validly licensed to Seller or its Subsidiaries pursuant to an Inbound License Agreement that is listed in Section 2.17(f)(i) of the Seller Disclosure Schedule for use in the manner in which it is currently used and is planned to be used by Seller and its Subsidiaries. All Owned Business Intellectual Property and Transferred Shared Intellectual Property is freely transferable and assignable (and, upon the Closing, shall be assigned and transferred) to Purchaser without restriction and without payment of any kind to any third party. Except for those Inbound License Agreements set forth in Section 2.5 or Section 2.17(f)(vi) of the Seller Disclosure Schedule, all Transferred License Agreements are freely assignable and transferable to Purchaser without restriction and without payment of any kind to any third party.
(vii) The Intellectual Property and Intellectual Property Rights included in the Owned Business Intellectual Property and the Licensed Business Intellectual Property that are to be assigned and transferred to Purchaser as part of the Purchased Assets pursuant to this Agreement include all of the Intellectual Property and Intellectual Property Rights that are owned by or licensed to Seller or any of its Affiliates and used, held for use, or practiced by Seller or any of its Subsidiaries exclusively in connection with any OrthoRecon Products and/or the Business, and following the Closing, Purchaser will own or have (pursuant to the Transferred License Agreements) the same rights that Seller and its Subsidiaries had immediately prior to the Closing with respect to such Intellectual Property and Intellectual Property Rights. The Owned Business Intellectual Property, Transferred Shared Intellectual Property, the Intellectual Property and Intellectual Property Rights licensed under the Inbound License Agreements that are included in the Assumed Contracts, the Intellectual Property and Intellectual Property Rights licensed to Purchaser under the Shared IP Cross License, and the Intellectual Property to which access is provided under the Transition Services Agreement include all of the Intellectual Property and Intellectual Property Rights that are owned by or licensed to Seller or any of its Affiliates and used, held for use, or practiced by Seller or any of its Subsidiaries in connection with any OrthoRecon Products and/or the Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Scott's Liquid Gold - Inc.)
Intellectual Property Agreements. With respect to the Seller Intellectual Property Agreements:
(i) Section 2.17(f)(i) of the Seller Disclosure Schedule sets forth a complete Each such Contract is valid and correct list of all Inbound License Agreements indicating for each the titlesubsisting and has, effective datewhere required under applicable Laws, and parties thereto, other than licenses to Seller been duly recorded or any of its Subsidiaries of proprietary (i.e., not open source) Software that is commercially available on reasonable terms to any Person for a license fee, royalty or other consideration of no more than One Hundred Thousand Dollars ($100,000) per copy or user.registered;
(ii) Section 2.17(f)(ii) of At the Seller Disclosure Schedule sets forth a complete and correct list of all Outbound License AgreementsClosing, indicating for each the title, effective date, and parties thereto.
(iii) All Transferred License Agreements are in full force and effect, and enforceable in accordance with their terms. To the Knowledge of Seller, there is no outstanding or threatened dispute or disagreement with respect to any Transferred License Agreement. Complete and correct copies of all Transferred License Agreements have been made available to Purchaser. Neither Seller nor any of its Subsidiaries nor, to the Knowledge of Seller, any other party to any Transferred License Agreement is in material breach or default of such Transferred License Agreement.
(iv) There is no Assumed Contract, judicial decree, arbitral award or other provision or requirement that obligates Seller or any of its Subsidiaries to grant licenses in the future with respect to any currently existing or future Owned Business Intellectual Property or Transferred Shared Intellectual Property.
(v) Neither the execution, delivery and performance of this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereof, nor the consummation of this transaction Buyer will violate or result in the breach, material modification, cancellation, termination or suspension of, or acceleration of any payments under any Transferred License Agreement (or give rise to any right with respect to any of the foregoing). Following the Closing Date and upon obtaining any consents required to assign the Transferred License Agreements to Purchaser, Purchaser will have and be permitted to exercise all of Seller’s rights under the Transferred License Agreements (and will have the same rights with respect to the Seller Intellectual Property and Intellectual Property Rights of third parties licensed thereunder) Agreements to the same extent that Seller or the applicable Subsidiary would have had, and been able to exercise, had the transactions contemplated by this Agreement, the Transaction Documents Agreement not occurred and such other agreements, documents and instruments to be executed and delivered after the date hereof not been entered into and this transaction not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Seller would otherwise be required to pay;
(iii) No Seller Intellectual Property Agreement requires Seller to include any Third Party Intellectual Property in any Seller Product or obtain any Person’s approval of any Seller Product at any stage of development, licensing, distribution or sale of that Seller Product;
(iv) None of the Seller Intellectual Property Agreements grants any third party the right to sublicense any Seller Owned Intellectual Property, except to the extent that such rights to grant sublicenses are granted by Seller in connection with the distribution, use or its Subsidiaries would otherwise have been required to pay anyway. Except as provided other commercialization of the Seller Products in the Assumed Contracts, neither the execution, delivery and performance normal course of this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereof, nor the consummation of this transaction will cause or require Seller’s Business;
(or purports to cause or requirev) Purchaser or any of its Affiliates to (A) grant to any other Person any license, covenant not to xxx, immunity or other right with respect to or under any of Purchaser’s or its Affiliates’ No third party that has licensed Intellectual Property to Seller has ownership or license rights to improvements or derivative works made by Seller in the Third Party Intellectual Property Rightsthat has been licensed to Seller, except for rights in “feedback” or (B) be obligated to pay any royalties or in other amountssimilar information shared by Seller with such third parties, or offer any discounts, to any other Person.as commonly occurring in the industry;
(vi) To the Knowledge of Seller, no counterparty to any Seller or its Subsidiaries solely and exclusively own all right, title and interest in and to (including the sole right to enforce) the Owned Business Intellectual Property and Owned Shared Intellectual Property, free and clear of all Encumbrances, except Permitted Encumbrances, and have not licensed any such Owned Business Intellectual Property or Owned Shared Intellectual Property, or any other Business Intellectual Property or Shared Intellectual Property, to any Person, except pursuant to an Outbound License Agreement listed is in Section 2.17(f)(ii) of the Seller Disclosure Schedule. All of the Licensed Business Intellectual Property and all Shared Intellectual Property that is not Owned Shared Intellectual Property is duly and validly licensed to Seller or its Subsidiaries pursuant to an Inbound License Agreement that is listed in Section 2.17(f)(i) of the Seller Disclosure Schedule for use in the manner in which it is currently used and is planned to be used by Seller and its Subsidiaries. All Owned Business Intellectual Property and Transferred Shared Intellectual Property is freely transferable and assignable (breach thereof; and, upon the Closing, shall be assigned and transferred) to Purchaser without restriction and without payment of any kind to any third party. Except for those Inbound License Agreements set forth in Section 2.5 or Section 2.17(f)(vi) of the Seller Disclosure Schedule, all Transferred License Agreements are freely assignable and transferable to Purchaser without restriction and without payment of any kind to any third party.
(vii) The To the Knowledge of Seller, there are no disputes or Action or Proceedings (pending or threatened) regarding the scope of any Seller Intellectual Property and Agreements, or performance under any Seller Intellectual Property Rights included in the Owned Business Intellectual Property and the Licensed Business Intellectual Property that are to be assigned and transferred to Purchaser as part of the Purchased Assets pursuant to this Agreement include all of the Intellectual Property and Intellectual Property Rights that are owned by or licensed to Seller or any of its Affiliates and used, held for use, or practiced by Seller or any of its Subsidiaries exclusively in connection with any OrthoRecon Products and/or the Business, and following the Closing, Purchaser will own or have (pursuant to the Transferred License Agreements) the same rights that Seller and its Subsidiaries had immediately prior to the Closing Agreements including with respect to such Intellectual Property and Intellectual Property Rights. The Owned Business Intellectual Property, Transferred Shared Intellectual Property, the Intellectual Property and Intellectual Property Rights licensed under the Inbound License Agreements that are included in the Assumed Contracts, the Intellectual Property and Intellectual Property Rights licensed any payments to Purchaser under the Shared IP Cross License, and the Intellectual Property to which access is provided under the Transition Services Agreement include all of the Intellectual Property and Intellectual Property Rights that are owned by be made or licensed to Seller or any of its Affiliates and used, held for use, or practiced received by Seller or any of its Subsidiaries in connection with any OrthoRecon Products and/or the Businessthereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (BigCommerce Holdings, Inc.)
Intellectual Property Agreements. (i) Section 2.17(f)(iSet forth on Schedule 4.11(k)(i) of the Seller Disclosure Schedule sets forth is a correct, current and complete and correct list schedule of all Inbound License Agreements indicating Intellectual Property Agreements, including the date, title and parties for each the titleagreement (or, effective dateif such Intellectual Property Agreement is unwritten, and parties thereto, other than licenses to Seller or any an accurate summary of its Subsidiaries of proprietary (i.e.terms), not open source) Software that is commercially available on reasonable terms and, with respect to any Person for Intellectual Property Agreements pursuant to which Seller is the licensee or otherwise permitted to use a license feeThird Party’s Intellectual Property, royalty or other consideration of no more than One Hundred Thousand Dollars ($100,000) per copy or user.
(ii) Section 2.17(f)(ii) of the Seller Disclosure Schedule sets forth a complete and correct list of all Outbound License Licensed Intellectual Property that relates to such Intellectual Property Agreements, indicating for each the title, effective date, and parties thereto.
(iii) All Transferred License Agreements are . Each Intellectual Property Agreement is in full force and effect, effect and enforceable in accordance with their terms. To the Knowledge of is a valid and binding obligation on Seller, there is no outstanding or threatened dispute or disagreement with respect to any Transferred License Agreement. Complete and correct copies of all Transferred License Agreements have been made available to Purchaser. Neither Seller nor any of its Subsidiaries norand, to the Knowledge of Seller, the other parties thereto, enforceable against Seller and the other parties thereto in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and of general principles of equity. Seller has delivered to Buyer prior to the Closing Date accurate and complete copies of all Intellectual Property Agreements (or in the case of any other party oral agreements, a complete and accurate written description), including all modifications, amendments and supplements thereto and waivers thereunder. The Intellectual Property Agreements constitute all of the Contracts that are required to operate Seller’s business related to the Purchased Assets as presently conducted, formerly conducted or proposed to be conducted and to own, use or hold for use the Purchased Assets. Seller has not received notice of the termination of, or intent to terminate or otherwise fail to fully perform any Intellectual Property Agreement and otherwise has no reason to believe or not believe that the parties to any Transferred License Intellectual Property Agreement shall not fulfill their obligations thereunder in all material respects.
(ii) Except as noted on Schedule 4.11(k)(i), none of the payments required under the Intellectual Property Agreements have been pre-billed or prepaid prior to the due date thereof, Seller is not in material breach possession of any retainer or default other prepayment which represents compensation for services not yet performed and there is not any Default in performance or payment by Seller, or to the Knowledge of such Transferred License Seller, any party thereto.
(iii) Except as noted on Schedule 4.11(k)(iii), Seller has not received any notice of dispute, and is not aware of any basis for any dispute, related to any Intellectual Property Agreement.
(iv) There is no Assumed Contract, judicial decree, arbitral award or other provision or requirement that obligates Seller or any of its Subsidiaries to grant licenses in the future with With respect to any currently existing or future Owned Business the Intellectual Property or Transferred Shared Agreements, Schedule 4.11(k)(i) lists which Intellectual PropertyProperty Agreements, if any: (A) are with Affiliates of Seller, (B) are with any Governmental Entity and (C) in which Seller has granted any exclusive rights.
(v) Neither the execution, delivery and performance of this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereofSeller is not, nor has Seller received any notice from any Third Party alleging that it is, or, to the consummation Knowledge of this transaction will violate or result Seller, no Third Party is, in the breach, material modificationdefault or violation (each a “Default”) (and no event has occurred or not occurred through Seller’s inaction or, cancellationto the Knowledge of Seller, termination through the action or suspension of, or acceleration inaction of any payments under Third Parties, which with notice or the lapse of time or both would constitute a Default) of any Transferred License Agreement (term, condition or give rise to provision of any right with respect to any of the foregoing). Following the Closing Date and upon obtaining any consents required to assign the Transferred License Agreements to Purchaser, Purchaser will have and be permitted to exercise all rights under the Transferred License Agreements (and will have the same rights with respect to the Intellectual Property and Intellectual Property Rights of third parties licensed thereunder) to the same extent that Seller or the applicable Subsidiary would have had, and been able to exercise, had this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereof not been entered into and this transaction not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that Seller or its Subsidiaries would otherwise have been required to pay anyway. Except as provided in the Assumed Contracts, neither the execution, delivery and performance of this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereof, nor the consummation of this transaction will cause or require (or purports to cause or require) Purchaser or any of its Affiliates to (A) grant to any other Person any license, covenant not to xxx, immunity or other right with respect to or under any of Purchaser’s or its Affiliates’ Intellectual Property or Intellectual Property Rights, or (B) be obligated to pay any royalties or other amounts, or offer any discounts, to any other Person.
(vi) Seller or its Subsidiaries solely and exclusively own all right, title and interest in and to (including the sole right to enforce) the Owned Business Intellectual Property and Owned Shared Intellectual Property, free and clear of all Encumbrances, except Permitted Encumbrances, and have not licensed any such Owned Business Intellectual Property or Owned Shared Intellectual Property, or any other Business Intellectual Property or Shared Intellectual Property, to any Person, except pursuant to an Outbound License Agreement listed in Section 2.17(f)(ii) of the Seller Disclosure Schedule. All of the Licensed Business Intellectual Property and all Shared Intellectual Property that is not Owned Shared Intellectual Property is duly and validly licensed to Seller or its Subsidiaries pursuant to an Inbound License Agreement that is listed in Section 2.17(f)(i) of the Seller Disclosure Schedule for use in the manner in which it is currently used and is planned to be used by Seller and its Subsidiaries. All Owned Business Intellectual Property and Transferred Shared Intellectual Property is freely transferable and assignable (and, upon the Closing, shall be assigned and transferred) to Purchaser without restriction and without payment of any kind to any third party. Except for those Inbound License Agreements set forth in Section 2.5 or Section 2.17(f)(vi) of the Seller Disclosure Schedule, all Transferred License Agreements are freely assignable and transferable to Purchaser without restriction and without payment of any kind to any third party.
(vii) The Intellectual Property and Intellectual Property Rights included in the Owned Business Intellectual Property and the Licensed Business Intellectual Property that are to be assigned and transferred to Purchaser as part of the Purchased Assets pursuant to this Agreement include all of the Intellectual Property and Intellectual Property Rights that are owned by or licensed to Seller or any of its Affiliates and used, held for use, or practiced by Seller or any of its Subsidiaries exclusively in connection with any OrthoRecon Products and/or the Business, and following the Closing, Purchaser will own or have (pursuant to the Transferred License Agreements) the same rights that Seller and its Subsidiaries had immediately prior to the Closing with respect to such Intellectual Property and Intellectual Property Rights. The Owned Business Intellectual Property, Transferred Shared Intellectual Property, the Intellectual Property and Intellectual Property Rights licensed under the Inbound License Agreements that are included in the Assumed Contracts, the Intellectual Property and Intellectual Property Rights licensed to Purchaser under the Shared IP Cross License, and the Intellectual Property to which access is provided under the Transition Services Agreement include all of the Intellectual Property and Intellectual Property Rights that are owned by or licensed to Seller or any of its Affiliates and used, held for use, or practiced by Seller or any of its Subsidiaries in connection with any OrthoRecon Products and/or the Business.
Appears in 1 contract
Intellectual Property Agreements. (i) Section 2.17(f)(i2.12(c)(i) of the Seller Disclosure Schedule sets forth forth, to the Knowledge of Seller, a complete and correct list of all third parties with whom Seller or any of its Subsidiaries has entered into Inbound License Agreements indicating (and for each Inbound License Agreements specific to use of the Storm IP, sets forth the title, effective date, and parties thereto), other than (A) licenses to Seller or any of its Subsidiaries of proprietary (i.e., not open source) off-the-shelf Software that is commercially available on reasonable terms to any Person for a license fee, royalty or other consideration of no more than One Hundred Twenty Five Thousand Dollars ($100,00025,000) per copy or user, and (B) Contracts which (i) do not relate to Intellectual Property incorporated in the Seller Products, and (ii) are not material to the current conduct of the Business.
(ii) Section 2.17(f)(ii2.12(c)(ii) of the Seller Disclosure Schedule sets forth a complete and correct list of all third parties with whom Seller or any of its Subsidiaries has entered into Outbound License Agreements, indicating other than (A) non-exclusive licenses and covenants not to xxx (a) for each Seller Products or Seller Intellectual Property granted to end-user customers, distributors and resellers of Seller or any of its Subsidiaries in the title, effective dateordinary course of business, and parties thereto(b) for Seller Products or Seller Intellectual Property granted to consultants, suppliers and manufacturers of Seller or any of its Subsidiaries in the ordinary course of business, and (B) Contracts which are not material to the conduct of the Business as of the Agreement Date.
(iii) All Transferred To the Knowledge of Seller, all Inbound License Agreements which are material to the current conduct of the Business and all Outbound License Agreements which are material to the current conduct of the Business (together, the “Seller License Agreements”) are in full force and effect, and enforceable in accordance with their terms. To the Knowledge of Seller, there is no outstanding or threatened dispute or disagreement currently threatened in writing with respect to any Transferred Seller License Agreement. Complete and correct copies Representative forms of all Transferred Seller’s Outbound License Agreements Agreement template have been made available to Purchaser. Neither Seller nor any of its Subsidiaries nor, to the Knowledge of Seller, any other party to any Transferred Seller License Agreement is in material breach or material default of such Transferred Seller License AgreementAgreements.
(iv) There is no Assumed Contract, judicial decree, arbitral award or other provision judgment or requirement made against Seller or any of its Subsidiaries that obligates Seller or any of its Subsidiaries or Purchaser or its Affiliates to grant licenses in the future with respect to any currently existing or future Owned Business Intellectual Property or Transferred Shared Intellectual PropertyStorm IP.
(v) Neither the execution, delivery and performance of this Agreement, the Transaction Documents and such other agreements, documents and instruments required by this Agreement to be executed and delivered after the date hereofAgreement Date, nor the consummation of this transaction will violate or result in the breachtransaction, material modification, cancellation, termination or suspension of, or acceleration of any payments under any Transferred License Agreement (or give rise to any right with respect to any of the foregoing). Following the Closing Date and upon obtaining any consents required to assign the Transferred License Agreements to Purchaser, Purchaser will have and be permitted to exercise all rights under the Transferred License Agreements (and will have the same rights with respect to the Intellectual Property and Intellectual Property Rights of third parties licensed thereunder) to the same extent that Seller or the applicable Subsidiary would have had, and been able to exercise, had this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereof not been entered into and this transaction not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that Seller or its Subsidiaries would otherwise have been required to pay anyway. Except as provided in the Assumed Contracts, neither the execution, delivery and performance of this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereof, nor the consummation of this transaction will cause or require (or purports to cause or require) Purchaser or any of its Affiliates to (Ai) grant to any other Person any license, covenant not to xxx, immunity or other right with respect to or under any of Purchaser’s or its Affiliates’ Intellectual Property or Intellectual Property Rights, or (Bii) be obligated to pay any royalties or other amounts, or offer any discounts, to any other Person.
Person (vi) Seller or its Subsidiaries solely and exclusively own all right, title and interest in and to (including the sole right to enforce) the Owned Business Intellectual Property and Owned Shared Intellectual Property, free and clear of all Encumbrances, except Permitted Encumbrances, and have not licensed any such Owned Business Intellectual Property or Owned Shared Intellectual Property, or any other Business Intellectual Property or Shared Intellectual Property, than pursuant to any Person, except pursuant Assumed Contracts or other agreements that Purchaser may elect to an Outbound License Agreement execute with the third-party suppliers or licensors identified in Contracts described or required to be listed in Section 2.17(f)(ii2.12(c)(i) of the Seller Disclosure Schedule).
(vi) Rights in Seller Intellectual Property. Seller or its Subsidiaries have not exclusively licensed to any Person, within the field of the Business, any Storm IP. All of the Licensed Business Seller Intellectual Property and all Shared Intellectual Property included in Seller Products or otherwise material to the current conduct of the Business that is not Owned Shared owned in whole or in part by Seller or any of its Subsidiaries (the “Licensed Seller Intellectual Property Property”) is duly and validly licensed to Seller or its Subsidiaries pursuant to an Inbound License Agreement that is listed in Section 2.17(f)(i2.12(c)(i) of the Seller Disclosure Schedule for use in the manner in which it is currently used and is planned to be used by Seller and its SubsidiariesSchedule. All Owned Business Intellectual Property and Transferred Shared Intellectual Property Storm IP is freely transferable and assignable (and, upon the Closing, shall be assigned and transferred) to Purchaser without restriction and without payment of any kind to any third party. Except for those Inbound License Agreements (other than as set forth in Section 2.5 or Section 2.17(f)(viSections 2.12(i) and 2.12(j) of the Seller Disclosure Schedule, all Transferred License Agreements are freely assignable and transferable to Purchaser without restriction and without ) payment of any kind to any third party.
(vii) The Intellectual Property and Intellectual Property Rights included in the Owned Business Intellectual Property and the Licensed Business Intellectual Property that are to be assigned and transferred to Purchaser as part of the Purchased Assets pursuant to this Agreement include all of the Intellectual Property and Intellectual Property Rights that are owned by or licensed to Seller or any of its Affiliates and used, held for use, or practiced by Seller or any of its Subsidiaries exclusively in connection with any OrthoRecon Products and/or the Business, and following the Closing, Purchaser will own or have (pursuant to the Transferred License Agreements) the same rights that Seller and its Subsidiaries had immediately prior to the Closing with respect to such Intellectual Property and Intellectual Property Rights. The Owned Business Intellectual Property, Transferred Shared Intellectual Property, the Intellectual Property and Intellectual Property Rights licensed under the Inbound License Agreements that are included in the Assumed Contracts, the Intellectual Property and Intellectual Property Rights licensed to Purchaser under the Shared IP Cross License, and the Intellectual Property to which access is provided under the Transition Services Agreement include all of the Intellectual Property and Intellectual Property Rights that are owned by or licensed to Seller or any of its Affiliates and used, held for use, or practiced by Seller or any of its Subsidiaries in connection with any OrthoRecon Products and/or the Business.
Appears in 1 contract
Intellectual Property Agreements. (i) Section 2.17(f)(i2.13(f)(i) of the Seller Disclosure Schedule sets forth a complete and correct list of all Inbound License Agreements indicating for each the title, effective date, and parties thereto, other than licenses to Seller or any of its Subsidiaries of proprietary (i.e., not open source) off-the-shelf Software that is commercially available on reasonable terms to any Person for a license fee, royalty or other consideration of no more than One Hundred Five Thousand Dollars ($100,0005,000) per copy or user.
(ii) Section 2.17(f)(ii2.13(f)(ii) of the Seller Disclosure Schedule sets forth a complete and correct list of all Outbound License Agreements, indicating for each the title, effective date, and parties thereto, other than for (A) non-exclusive licenses for Seller Products granted to customers of Seller or any of its Subsidiaries in the ordinary course of business, (B) distributor or reseller Contracts that provide for no more than a limited right to use Trademarks in the Seller Assigned Intellectual Property solely for the purpose of marketing, selling, licensing or otherwise distributing Seller Products and (C) stand-alone non-disclosure agreements that do no more than grant to third parties limited scope and use rights with respect to the Trade Secrets in the Seller Assigned Intellectual Property for the limited purposes set forth therein and which do not allocate rights materially different than in Seller’s standard form of non-disclosure agreement.
(iii) All Transferred Inbound License Agreements and all Outbound License Agreements (together, the “Seller License Agreements”) that are Assumed Contracts are in full force and effect, and enforceable in accordance with their terms. To There is no outstanding dispute or disagreement threatened in writing, or, to the Knowledge of Seller, there is no outstanding or threatened dispute or disagreement otherwise threatened, with respect to any Transferred Seller License Agreement. Complete and correct copies of all Transferred Seller License Agreements have been made available to Purchaser. Neither Seller nor any of its Subsidiaries nor, to the Knowledge of Seller, any other party to any Transferred Seller License Agreement is in material breach or default of such Transferred Seller License Agreement.
(iv) There is no Assumed Contract, judicial decree, arbitral award or other provision judgment or requirement made against Seller or any of its Subsidiaries that obligates Seller or any of its Subsidiaries or Purchaser or its Affiliates to grant licenses in the future with respect to any currently existing or future Owned Business Intellectual Property or Transferred Shared Seller Assigned Intellectual Property.
(v) Neither the execution, delivery and performance of this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereof, nor the consummation of this transaction will violate or result in the breach, material modification, cancellation, termination or suspension of, or acceleration of any payments under any Transferred Seller License Agreement (or give rise to any right with respect to any of the foregoing). Following the Closing Date and upon obtaining any consents required to assign the Transferred License Agreements to PurchaserDate, Purchaser will have and be permitted to exercise all rights under the Transferred Seller License Agreements that are Assumed Contracts (and will have the same rights with respect to the Intellectual Property and Intellectual Property Rights of third parties licensed thereunderembodied in the Seller Intellectual Property) to the same extent that Seller or the applicable Subsidiary would have had, and been able to exercise, had this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereof not been entered into and this transaction not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that which Seller or its Subsidiaries would otherwise have been required to pay anywaypay. Except as provided in a result of any Contracts, duties or obligations that Purchaser or its Affiliates are subject to prior to the Assumed Contractsconsummation of the transactions contemplated by this Agreement, neither the execution, delivery and performance of this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereof, nor the consummation of this transaction transaction, nor any Contract to which Seller or any of its Subsidiaries is a party or otherwise bound, will cause or require (or purports to cause or require) Purchaser or any of its Affiliates to (Ai) grant to any other Person any license, covenant not to xxx, immunity or other right with respect to or under any of Purchaser’s or its Affiliates’ Intellectual Property or Intellectual Property Rights, or (Bii) be obligated to pay any royalties or other amounts, or offer any discounts, to any other Person.
(vi) Seller or its Subsidiaries solely and exclusively own all right, title and interest in and to (including the sole right to enforce) the Owned Business Intellectual Property and Owned Shared Intellectual Property, free and clear of all Encumbrances, except Permitted Encumbrances, and have not licensed any such Owned Business Intellectual Property or Owned Shared Intellectual Property, or any other Business Intellectual Property or Shared Intellectual Property, to any Person, except pursuant to an Outbound License Agreement listed in Section 2.17(f)(ii) of the Seller Disclosure Schedule. All of the Licensed Business Intellectual Property and all Shared Intellectual Property that is not Owned Shared Intellectual Property is duly and validly licensed to Seller or its Subsidiaries pursuant to an Inbound License Agreement that is listed in Section 2.17(f)(i) of the Seller Disclosure Schedule for use in the manner in which it is currently used and is planned to be used by Seller and its Subsidiaries. All Owned Business Intellectual Property and Transferred Shared Intellectual Property is freely transferable and assignable (and, upon the Closing, shall be assigned and transferred) to Purchaser without restriction and without payment of any kind to any third party. Except for those Inbound License Agreements set forth in Section 2.5 or Section 2.17(f)(vi) of the Seller Disclosure Schedule, all Transferred License Agreements are freely assignable and transferable to Purchaser without restriction and without payment of any kind to any third party.
(vii) The Intellectual Property and Intellectual Property Rights included in the Owned Business Intellectual Property and the Licensed Business Intellectual Property that are to be assigned and transferred to Purchaser as part of the Purchased Assets pursuant to this Agreement include all of the Intellectual Property and Intellectual Property Rights that are owned by or licensed to Seller or any of its Affiliates and used, held for use, or practiced by Seller or any of its Subsidiaries exclusively in connection with any OrthoRecon Products and/or the Business, and following the Closing, Purchaser will own or have (pursuant to the Transferred License Agreements) the same rights that Seller and its Subsidiaries had immediately prior to the Closing with respect to such Intellectual Property and Intellectual Property Rights. The Owned Business Intellectual Property, Transferred Shared Intellectual Property, the Intellectual Property and Intellectual Property Rights licensed under the Inbound License Agreements that are included in the Assumed Contracts, the Intellectual Property and Intellectual Property Rights licensed to Purchaser under the Shared IP Cross License, and the Intellectual Property to which access is provided under the Transition Services Agreement include all of the Intellectual Property and Intellectual Property Rights that are owned by or licensed to Seller or any of its Affiliates and used, held for use, or practiced by Seller or any of its Subsidiaries in connection with any OrthoRecon Products and/or the Business.
Appears in 1 contract
Intellectual Property Agreements. (i) Section 2.17(f)(i2.15(d)(i) of the Seller Company Disclosure Schedule sets forth a complete and correct list of all Inbound License Agreements indicating for each the title, effective date, and parties thereto, other than licenses to Seller or any of its Subsidiaries of proprietary (i.e., not open source) Software that is commercially available on reasonable terms to any Person for a license fee, royalty or other consideration of no more than One Hundred Thousand Dollars ($100,000) per copy or userAgreements.
(ii) Section 2.17(f)(ii2.15(d)(ii) of the Seller Company Disclosure Schedule sets forth a complete and correct list of all Outbound License Agreements, indicating for each Agreements that are in effect (or that contain licenses or other grants of rights that are in effect) upon the title, effective date, and parties theretoexecution of this Agreement or at Closing.
(iii) All Transferred License Agreements are in full force and effect, and enforceable in accordance with their terms. To the Knowledge of Seller, there is no outstanding or threatened dispute or disagreement with respect to any Transferred License Agreement. Complete and correct copies of all Transferred Inbound License Agreements that are required to be listed in Section 2.15(d)(i) of the Company Disclosure Schedule and all Outbound License Agreements that are required to be listed in Section 2.15(d)(ii) of the Company Disclosure Schedule have been made available Made Available to Purchaser. Neither Seller Each of the Inbound License Agreements and the Outbound License Agreements constitute the valid and legally binding obligation of the Company or a Subsidiary thereof, as applicable, enforceable in all material respects in accordance with its terms (subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity), and is in full force and effect. There is no material breach or default under any Inbound License Agreement or Outbound License Agreement either by the Company or any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto, no event has occurred that with the giving of notice, the lapse of time, or both would constitute a breach or default thereunder by the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries nor, to the Knowledge has received any claim of Seller, any other party to any Transferred License Agreement is in material such breach or default or any other written notice of a material dispute or disagreement under such Transferred License Agreementagreements.
(iv) There is no Assumed Contract, judicial decree, or arbitral award or other provision or requirement that obligates Seller the Company or any of its Subsidiaries to grant licenses or other rights in the future with respect to any currently existing or future Owned Business Intellectual Property owned by the Company or Transferred Shared Intellectual Propertyits Subsidiaries.
(v) Neither the execution, delivery and performance of this Agreement, Agreement and each of the other Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereofDocuments, nor the consummation of this transaction will violate or result in the breach, material modification, cancellation, termination or suspension of, or acceleration of any payments under any Transferred License Agreement (or give rise to any right with respect to any of the foregoing). Following the Closing Date and upon obtaining any consents required to assign the Transferred License Agreements to Purchaser, Purchaser will have and be permitted to exercise all rights under the Transferred License Agreements (and will have the same rights with respect to the Intellectual Property and Intellectual Property Rights of third parties licensed thereunder) to the same extent that Seller or the applicable Subsidiary would have had, and been able to exercise, had this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereof not been entered into and this transaction not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that Seller or its Subsidiaries would otherwise have been required to pay anyway. Except as provided in the Assumed Contracts, neither the execution, delivery and performance of this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereoftransactions contemplated herein, nor the consummation of this transaction will cause or require (or purports to cause or require) Purchaser or any of its Affiliates to (A) grant to any other Person any license, covenant not to xxx, immunity or other right with respect to or under any of Purchaser’s or its Affiliates’ Intellectual Property or Intellectual Property Rights, or (B) be obligated to pay any royalties or other amounts, or offer any discounts, to any other Person.
(vi) Seller or its Subsidiaries solely and exclusively own all right, title and interest in and to (including the sole right to enforce) the Owned Business Intellectual Property and Owned Shared Intellectual Property, free and clear of all Encumbrances, except Permitted Encumbrances, and have not licensed any such Owned Business Intellectual Property or Owned Shared Intellectual Property, or any other Business Intellectual Property or Shared Intellectual Property, to any Person, except pursuant to an Outbound License Agreement listed in Section 2.17(f)(ii) of the Seller Disclosure Schedule. All of the Licensed Business Intellectual Property and all Shared Intellectual Property that is not Owned Shared Intellectual Property is duly and validly licensed to Seller or its Subsidiaries pursuant to an Inbound License Agreement that is listed in Section 2.17(f)(i) of the Seller Disclosure Schedule for use in the manner in Contract by which it is currently used and is planned to be used by Seller and its Subsidiaries. All Owned Business Intellectual Property and Transferred Shared Intellectual Property is freely transferable and assignable (and, upon the Closing, shall be assigned and transferred) to Purchaser without restriction and without payment of any kind to any third party. Except for those Inbound License Agreements set forth in Section 2.5 or Section 2.17(f)(vi) of the Seller Disclosure Schedule, all Transferred License Agreements are freely assignable and transferable to Purchaser without restriction and without payment of any kind to any third party.
(vii) The Intellectual Property and Intellectual Property Rights included in the Owned Business Intellectual Property and the Licensed Business Intellectual Property that are to be assigned and transferred to Purchaser as part of the Purchased Assets pursuant to this Agreement include all of the Intellectual Property and Intellectual Property Rights that are owned by or licensed to Seller or any of its Affiliates and used, held for use, or practiced by Seller Company or any of its Subsidiaries exclusively is bound, will result in connection with or give rise under any OrthoRecon Products and/or circumstances to any license, transfer, assignment, grant of rights, restriction, Encumbrance, covenant, obligation or transaction that relates in any way to any Intellectual Property of Purchaser or any Affiliate thereof (other than the Business, and following the Closing, Purchaser will own or have (pursuant to the Transferred License Agreements) the same rights that Seller Company and its Subsidiaries had immediately prior Subsidiaries), nor to any obligation of Purchaser or any Affiliate thereof (other than the Closing with respect Company and its Subsidiaries) to license, transfer, assign, grant rights under, grant any Encumbrance, incur any obligation or enter into any other transaction that relates in any way to any such Intellectual Property and Intellectual Property Rights. The Owned Business Intellectual Property, Transferred Shared Intellectual Property, the Intellectual Property and Intellectual Property Rights licensed under the Inbound License Agreements that are included in the Assumed Contracts, the Intellectual Property and Intellectual Property Rights licensed to Purchaser under the Shared IP Cross License, and the Intellectual Property to which access is provided under the Transition Services Agreement include all of the Intellectual Property and Intellectual Property Rights that are owned by or licensed to Seller or any of its Affiliates and used, held for use, or practiced by Seller or any of its Subsidiaries in connection with any OrthoRecon Products and/or the Business.
Appears in 1 contract
Samples: Agreement and Plan of Merger (On Semiconductor Corp)
Intellectual Property Agreements. (i) Section 2.17(f)(i2.10(f)(i) of the Seller Disclosure Schedule sets forth a complete and correct list of all Inbound License Agreements indicating for each the title, effective date, and parties thereto, other than licenses to Seller or any Related Subsidiary of its Subsidiaries of proprietary (i.e., not open source) off-the-shelf Software that is commercially available on reasonable terms to any Person for a license fee, royalty or other consideration of no more than One Hundred Thousand Dollars ($100,000) 5,000 per copy or user.
(ii) Section 2.17(f)(ii2.10(f)(ii) of the Seller Disclosure Schedule sets forth a complete and correct list of all Outbound License Agreements, indicating for each the title, effective date, and parties thereto, other than for (A) non-exclusive licenses for Seller Interconnect Technology granted to customers of Seller or any Related Subsidiary in the ordinary course of business and (B) stand-alone non-disclosure agreements that do no more than grant to third parties limited scope and use rights with respect to the Trade Secrets in the Seller Assigned Intellectual Property for the limited purposes set forth therein and which do not allocate rights materially different than in Seller’s standard form of non-disclosure agreement.
(iii) All Transferred License Agreements are There is no outstanding dispute or disagreement threatened in full force and effectwriting, and enforceable in accordance with their terms. To or, to the Knowledge of Seller, there is no outstanding or threatened dispute or disagreement otherwise threatened, with respect to any Transferred Inbound License AgreementAgreements or Outbound License Agreements (together, the “Seller License Agreements”). Complete and correct copies of all Transferred Seller License Agreements have been made available to Purchaser. Neither Seller nor any of its Subsidiaries nor, to the Knowledge of Seller, any other party to any Transferred Seller License Agreement is in material breach or default of such Transferred Seller License Agreement.
(iv) There is no Assumed Contract, judicial decree, arbitral award or other provision judgment or requirement made against Seller or any Related Subsidiary that obligates Seller or any of Related Subsidiary or Purchaser or its Subsidiaries Affiliates to grant licenses in the future with respect to any currently existing or future Owned Business Intellectual Property or Transferred Shared Seller Assigned Intellectual Property.
(v) Neither the execution, delivery and performance of this Agreement, Agreement or the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereofDocuments, nor the consummation of this transaction the transactions contemplated hereby or thereby, will violate or result in the breach, material modification, cancellation, termination or suspension of, or acceleration expansion or transfer of any payments under Intellectual Property Rights under, any Transferred Seller License Agreement (or give rise to any right with respect to any of the foregoing). Following the Closing Date and upon obtaining .
(vi) Except as a result of any consents required Contracts, duties or obligations that Purchaser or its Affiliates are subject to assign the Transferred License Agreements to Purchaser, Purchaser will have and be permitted to exercise all rights under the Transferred License Agreements (and will have the same rights with respect prior to the Intellectual Property and Intellectual Property Rights consummation of third parties licensed thereunder) to the same extent that Seller or the applicable Subsidiary would have had, and been able to exercise, had transactions contemplated by this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereof not been entered into and this transaction not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that Seller or its Subsidiaries would otherwise have been required to pay anyway. Except as provided in the Assumed Contracts, neither the execution, delivery and performance of this Agreement, Agreement nor the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereofDocuments, nor the consummation of this transaction the transactions contemplated hereby or thereby, nor any Contract to which Seller or any Related Subsidiary is a party or otherwise bound, will cause or require (or purports to cause or require) Purchaser or any of its Affiliates to (Ai) grant to any other Person any license, covenant not to xxx, immunity or other right with respect to or under any of Purchaser’s or its Affiliates’ Intellectual Property or Intellectual Property RightsRights owned by Purchaser or Affiliates independent of the transactions contemplated by this Agreement, or (Bii) be obligated to pay any royalties or other amounts, or offer any discounts, to any other Person.
(vivii) Seller or its Subsidiaries one of the Related Subsidiaries, as applicable, solely and exclusively own owns all right, title and interest in and to (including the sole right to enforce) the Owned Business all items listed on Schedule 1.1(b) and all Seller Intellectual Property and Owned Shared Intellectual Property, free and clear of all Encumbrances, except Permitted Encumbrances, and have not licensed any such Owned Business Intellectual Property or Owned Shared Intellectual Property, or any other Business Intellectual Property or Shared Intellectual Property, to any Person, except pursuant to an Outbound License Agreement listed in Section 2.17(f)(ii) of the Seller Disclosure Schedule. All of the Licensed Business Intellectual Property and all Shared Intellectual Property that is not Owned Shared Intellectual Property is duly and validly licensed to Seller or its Subsidiaries pursuant to an Inbound License Agreement that is listed in Section 2.17(f)(i) of the Seller Disclosure Schedule for use in the manner in which it is currently used and is planned purported to be used by Seller and its Subsidiaries. All Owned Business Intellectual Property and Transferred Shared Intellectual Property is freely transferable and assignable (and, upon the Closing, shall be assigned and transferred) to Purchaser without restriction and without payment of any kind to any third party. Except for those Inbound License Agreements set forth in Section 2.5 or Section 2.17(f)(vi) of the Seller Disclosure Schedule, all Transferred License Agreements are freely assignable and transferable to Purchaser without restriction and without payment of any kind to any third party.
(vii) The Intellectual Property and Intellectual Property Rights included in the Owned Business Intellectual Property and the Licensed Business Intellectual Property that are to be assigned and transferred to Purchaser as part of the Purchased Assets pursuant to this Agreement include all of the Intellectual Property and Intellectual Property Rights that are owned by or licensed to Seller or any of its Affiliates and used, held for use, or practiced by Seller or any of its Subsidiaries exclusively in connection with any OrthoRecon Products and/or the BusinessRelated Subsidiaries, and following none of the Closingforegoing has been exclusively licensed to any Person. Seller or one of the Related Subsidiaries, Purchaser will own or have (pursuant to the Transferred License Agreements) the same rights that Seller and its Subsidiaries had immediately prior to the Closing with respect to such Intellectual Property and Intellectual Property Rights. The Owned Business Intellectual Propertyas applicable, Transferred Shared Intellectual Property, the Intellectual Property and Intellectual Property Rights licensed under the Inbound License Agreements that are included is listed in the Assumed Contracts, the Intellectual Property and Intellectual Property Rights licensed to Purchaser under the Shared IP Cross License, and the Intellectual Property to which access is provided under the Transition Services Agreement include all records of the Intellectual Property and Intellectual Property Rights that are owned by or licensed to Seller or any appropriate Governmental Entity as the sole owner of its Affiliates and used, held for use, or practiced by Seller or any each of its Subsidiaries in connection with any OrthoRecon Products and/or the BusinessAssigned Patents.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cray Inc)
Intellectual Property Agreements. (i) Section 2.17(f)(i) Each of the Seller Disclosure Schedule sets forth a complete Company Intellectual Property Agreements is valid and correct list of all Inbound License Agreements indicating for each the titleenforceable and has, effective datewhere required, and parties thereto, other than licenses to Seller been duly recorded or any of its Subsidiaries of proprietary (i.e., not open source) Software that is commercially available on reasonable terms to any Person for a license fee, royalty or other consideration of no more than One Hundred Thousand Dollars ($100,000) per copy or user.registered;
(ii) Section 2.17(f)(ii) No Group Company is (nor will they be as a result of the Seller Disclosure Schedule sets forth a complete execution and correct list delivery or effectiveness of all Outbound License Agreementsthis Agreement or the performance of the Company’s and any Subsidiary’s obligations under this Agreement), indicating for each the title, effective datein breach of any Company Intellectual Property Agreement, and parties thereto.
(iii) All Transferred License Agreements are in full force and effect, and enforceable in accordance with their terms. To the Knowledge of Seller, there is no outstanding or threatened dispute or disagreement with respect to any Transferred License Agreement. Complete and correct copies of all Transferred License Agreements have been made available to Purchaser. Neither Seller nor any of its Subsidiaries nor, to the Knowledge of Seller, any other party to any Transferred License Agreement is in material breach or default of such Transferred License Agreement.
(iv) There is no Assumed Contract, judicial decree, arbitral award or other provision or requirement that obligates Seller or any of its Subsidiaries to grant licenses in the future with respect to any currently existing or future Owned Business Intellectual Property or Transferred Shared Intellectual Property.
(v) Neither the execution, delivery and performance of this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereof, nor the consummation of this transaction the Transactions will violate or not result in the breach, material modification, cancellation, termination or termination, suspension of, or acceleration of any payments under any Transferred License Agreement (payments, rights, obligations or give rise to any right remedies with respect to any Company Intellectual Property Agreements, or give any non-Company or non-Subsidiary party to any Company Intellectual Property Agreement the right to do any of the foregoing). Following ;
(iii) to the Closing Date Knowledge of the Company, no counterparty to any Company Intellectual Property Agreement is in breach thereof;
(iv) at and upon obtaining any consents required to assign after the Transferred License Agreements to PurchaserClosing, Purchaser the Company (as a wholly owned Subsidiary of PubCo) will have and be permitted to exercise all of the Company’s and each Subsidiary’s rights under the Transferred License Agreements (and will have the same rights with respect to the Company Intellectual Property and Intellectual Property Rights of third parties licensed thereunder) Agreements to the same extent that Seller the Company or the applicable any Subsidiary would have had, and been able to exercise, had this Agreement, the Transaction Documents Transactions not occurred and such other agreements, documents and instruments to be executed and delivered after the date hereof not been entered into and this transaction not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that Seller the Company or its Subsidiaries any Subsidiary would otherwise have been be required to pay anyway. Except as provided in pay;
(v) to the Assumed ContractsKnowledge of the Company, neither the execution, delivery and performance there are no disputes or Legal Disputes (pending or threatened) regarding or relating to scope of this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereof, nor the consummation of this transaction will cause or require (or purports to cause or require) Purchaser or any of its Affiliates to (A) grant to any other Person any license, covenant not to xxx, immunity or other right with respect to or under any of Purchaser’s or its Affiliates’ Company Intellectual Property or Intellectual Property Rights, or (B) be obligated to pay any royalties or other amounts, or offer any discounts, to any other Person.Agreements;
(vi) Seller excluding “shrink wrap” and similar generally available commercial end-user licenses to software or its Subsidiaries solely and exclusively own services, the Group Companies have obtained valid, written, perpetual, non-terminable (other than for cause) licenses to all right, title and interest in and to (including the sole right to enforce) the Owned Business Intellectual Property and Owned Shared Intellectual Property, free and clear of all Encumbrances, except Permitted Encumbrances, and have not licensed any such Owned Business Intellectual Property or Owned Shared Intellectual Property, or any other Business Intellectual Property or Shared Intellectual Property, to any Person, except pursuant to an Outbound License Agreement listed in Section 2.17(f)(ii) of the Seller Disclosure Schedule. All of the Licensed Business Intellectual Property and all Shared Third-Party Intellectual Property that is not Owned Shared Intellectual Property is duly and validly licensed to Seller incorporated into, integrated or its Subsidiaries pursuant to an Inbound License Agreement that is listed in Section 2.17(f)(i) bundled by the Company or any Subsidiary with any of the Seller Disclosure Schedule for use in the manner in which it is currently used and is planned to be used by Seller and its Subsidiaries. All Owned Business Intellectual Property and Transferred Shared Intellectual Property is freely transferable and assignable (Company Products; and, upon the Closing, shall be assigned and transferred) to Purchaser without restriction and without payment of any kind to any third party. Except for those Inbound License Agreements set forth in Section 2.5 or Section 2.17(f)(vi) of the Seller Disclosure Schedule, all Transferred License Agreements are freely assignable and transferable to Purchaser without restriction and without payment of any kind to any third party.
(vii) The Intellectual Property and no third party that has licensed Intellectual Property Rights included to the Company or any Subsidiary has ownership or license rights to improvements or derivative works made by the Company or any Subsidiary in the Owned Business Intellectual Property and the Licensed Business Third-Party Intellectual Property that are to be assigned and transferred to Purchaser as part of the Purchased Assets pursuant to this Agreement include all of the Intellectual Property and Intellectual Property Rights that are owned by or has been licensed to Seller the Company or any of its Affiliates and used, held for use, or practiced by Seller or any of its Subsidiaries exclusively in connection with any OrthoRecon Products and/or the Business, and following the Closing, Purchaser will own or have (pursuant to the Transferred License Agreements) the same rights that Seller and its Subsidiaries had immediately prior to the Closing with respect to such Intellectual Property and Intellectual Property Rights. The Owned Business Intellectual Property, Transferred Shared Intellectual Property, the Intellectual Property and Intellectual Property Rights licensed under the Inbound License Agreements that are included in the Assumed Contracts, the Intellectual Property and Intellectual Property Rights licensed to Purchaser under the Shared IP Cross License, and the Intellectual Property to which access is provided under the Transition Services Agreement include all of the Intellectual Property and Intellectual Property Rights that are owned by or licensed to Seller or any of its Affiliates and used, held for use, or practiced by Seller or any of its Subsidiaries in connection with any OrthoRecon Products and/or the BusinessSubsidiary.
Appears in 1 contract
Samples: Business Transaction Agreement (Modern Media Acquisition Corp.)
Intellectual Property Agreements. (ia) Section 2.17(f)(i) The Sellers shall execute and deliver the Intellectual Property Assignment at the Closing. Recordation of such assignment and any other documents with the appropriate government offices and any related fees or expenses shall be solely the responsibility of the Seller Disclosure Schedule sets forth a complete and correct list of all Inbound License Agreements indicating for each the title, effective date, and parties thereto, other than licenses to Seller or any of its Subsidiaries of proprietary (i.e., not open source) Software that is commercially available on reasonable terms to any Person for a license fee, royalty or other consideration of no more than One Hundred Thousand Dollars ($100,000) per copy or userBuyers.
(iib) Section 2.17(f)(ii) The Buyers agree that the Business Intellectual Property transferred pursuant to this Agreement is subject to a retained, irrevocable, worldwide, perpetual, non-exclusive, transferable, sublicensable, fully-paid, royalty-free license to the Sellers (the “Retained License”). The Retained License shall include, without limitation, the right to make and have made, use and have used (including operate and maintain), import, sell and offer to sell, or otherwise dispose of, in any manner and to any Person, any products and perform or have performed any method, process or service, in each case which are covered by or otherwise utilized in any manner by any Business Intellectual Property transferred to the Buyers, including, without limitation, the right to practice any method or process for use in the manufacture of such products or to provide or have provided such services and to use, copy, incorporate, modify, display, perform, reproduce, prepare derivative works of, distribute and exercise all other rights with respect thereto. Notwithstanding the Seller Disclosure Schedule sets forth a complete and correct list of all Outbound foregoing, the Sellers shall not have the right to use any Business Intellectual Property covered by the Retained License Agreements, indicating for each in connection with the title, effective date, and parties theretobusiness currently conducted by the Business.
(iiic) All Transferred License Agreements are in full force and effectWithout limiting the provisions of this Section 5.11, and enforceable in accordance with their terms. To at any time after the Knowledge of Seller, there is no outstanding or threatened dispute or disagreement with respect to any Transferred License Agreement. Complete and correct copies of all Transferred License Agreements have been made available to Purchaser. Neither Seller nor any of its Subsidiaries norClosing Date, to the Knowledge of Seller, extent that the Sellers discover any other party to any Transferred License Agreement is in material breach or default of such Transferred License Agreement.
(iv) There is no Assumed Contract, judicial decree, arbitral award or other provision or requirement that obligates Seller or any of its Subsidiaries to grant licenses in the future with respect to any currently existing or future Owned Business Intellectual Property which was inadvertently or Transferred Shared Intellectual Property.
(v) Neither otherwise mistakenly transferred to the execution, delivery and performance of this AgreementBuyers or retained with a Company, the Transaction Documents Buyers shall cooperate with the Sellers and such other agreements, documents shall execute and instruments deliver (or cause to be executed and delivered after delivered) any instruments of transfer or assignment necessary to transfer and assign such Intellectual Property back to the date hereofSellers, nor the consummation of this transaction will violate or result otherwise re-vest in the breach, material modification, cancellation, termination or suspension of, or acceleration of any payments under any Transferred License Agreement (or give rise to any right with respect to any of the foregoing). Following the Closing Date and upon obtaining any consents required to assign the Transferred License Agreements to Purchaser, Purchaser will have and be permitted to exercise all rights under the Transferred License Agreements (and will have the same rights with respect to the Intellectual Property and Intellectual Property Rights of third parties licensed thereunder) to the same extent that Seller or the applicable Subsidiary would have had, and been able to exercise, had this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereof not been entered into and this transaction not occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that Seller or its Subsidiaries would otherwise have been required to pay anyway. Except as provided in the Assumed Contracts, neither the execution, delivery and performance of this Agreement, the Transaction Documents and such other agreements, documents and instruments to be executed and delivered after the date hereof, nor the consummation of this transaction will cause or require (or purports to cause or require) Purchaser or any of its Affiliates to (A) grant to any other Person any license, covenant not to xxx, immunity or other right with respect to or under any of Purchaser’s or its Affiliates’ Intellectual Property or Intellectual Property Rights, or (B) be obligated to pay any royalties or other amounts, or offer any discounts, to any other Person.
(vi) Seller or its Subsidiaries solely and exclusively own all right, Sellers title and interest in and to (including the sole right to enforce) the Owned Business Intellectual Property and Owned Shared Intellectual Property, free and clear of all Encumbrances, except Permitted Encumbrances, and have not licensed any such Owned Business Intellectual Property or Owned Shared Intellectual Property, or any other Business Intellectual Property or Shared Intellectual Property, to any Person, except pursuant to an Outbound License Agreement listed in Section 2.17(f)(ii) of the Seller Disclosure Schedule. All of the Licensed Business Intellectual Property and all Shared Intellectual Property that is not Owned Shared Intellectual Property is duly and validly licensed to Seller or its Subsidiaries pursuant to an Inbound License Agreement that is listed in Section 2.17(f)(i) of the Seller Disclosure Schedule for use in the manner in which it is currently used and is planned to be used by Seller and its Subsidiaries. All Owned Business Intellectual Property and Transferred Shared Intellectual Property is freely transferable and assignable (and, upon the Closing, shall be assigned and transferred) to Purchaser without restriction and without payment of any kind to any third party. Except for those Inbound License Agreements set forth in Section 2.5 or Section 2.17(f)(vi) of the Seller Disclosure Schedule, all Transferred License Agreements are freely assignable and transferable to Purchaser without restriction and without payment of any kind to any third party.
(vii) The Intellectual Property and Intellectual Property Rights included in the Owned Business Intellectual Property and the Licensed Business Intellectual Property that are to be assigned and transferred to Purchaser as part of the Purchased Assets pursuant to this Agreement include all of the Intellectual Property and Intellectual Property Rights that are owned by or licensed to Seller or any of its Affiliates and used, held for use, or practiced by Seller or any of its Subsidiaries exclusively in connection with any OrthoRecon Products and/or the Business, and following the Closing, Purchaser will own or have (pursuant to the Transferred License Agreements) the same rights that Seller and its Subsidiaries had immediately prior to the Closing with respect to such Intellectual Property and Intellectual Property RightsProperty. The Owned Business Intellectual Property, Transferred Shared Intellectual Property, Sellers shall be responsible for reasonable costs relating to the Intellectual Property and Intellectual Property Rights licensed under the Inbound License Agreements that are included in the Assumed Contracts, the Intellectual Property and Intellectual Property Rights licensed to Purchaser under the Shared IP Cross License, preparation and the Intellectual Property filing or other recordation of any instruments of transfer or recordation incident to which access is provided under the Transition Services Agreement include all of the Intellectual Property and Intellectual Property Rights that are owned by or licensed to Seller or any of its Affiliates and used, held for use, or practiced by Seller or any of its Subsidiaries in connection with any OrthoRecon Products and/or the Businesssuch re-vestment.
Appears in 1 contract
Samples: Share and Asset Purchase and Sale Agreement (Simclar Inc)
