Intellectual Property and Assets Sample Clauses

Intellectual Property and Assets. Customer acknowledges and agrees that Xxxxxxx is and shall remain the owner of all right, title and interest in and to the Xxxxxxx Intellectual Property. Except as otherwise set forth in this Agreement: (i) Customer shall have no right, title or interest in or to any Xxxxxxx Intellectual Property or any portion(s) thereof; (ii) nothing in this Agreement shall operate or be construed as an express or implied grant, transfer, conveyance, assignment or license to the Customer of any right, title or interest in and to any Xxxxxxx Intellectual Property; and, (iii) upon expiration or termination of this Agreement, Customer shall immediately cease any and all further use and disclosure of the Xxxxxxx Intellectual Property unless and until a superseding agreement is executed between the Parties. Customer shall take such actions (including, without limitation, execution of affidavits or other documents) as Xxxxxxx may reasonably request, to effect, perfect, or confirm Xxxxxxx’ ownership interests and other rights as set forth in this Section 6.
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Intellectual Property and Assets. (i) Part IV of Schedule F contains a complete and correct list of active registrations of, and all pending applications to register any YM Intellectual Property Rights owned (solely or jointly) by any of YM Cayman and YM Subsidiaries as of the date hereof. All the registered YM Intellectual Property Rights are duly registered in the name of YM Cayman and/or YM Subsidiaries, are valid and enforceable, and not subject to any pending cancellation, interference, reissue, or reexamination proceeding; all the pending applications to register any YM Intellectual Property Rights are made in the name of YM Cayman and/or YM Subsidiaries. (ii) Except as contemplated under the Transaction Documents, the YM Intellectual Property Rights are exclusively owned by YM Cayman and/or YM Subsidiaries, free and clear of all Liens. ​ (iii) None of YM Cayman and/or YM Subsidiaries has received any written communication alleging that it has infringed or misappropriated any Intellectual Property Rights of any Person, and the trademarks, service marks, domain names, and business and trading names owned by, products and services sold by, the YM Cayman and/or YM Subsidiaries do and did not, during the past three (3) years, infringe or misappropriate or otherwise violate any Intellectual Property Right owned by any Person. (iv) No Person is infringing upon or misappropriating any of the YM Intellectual Property Rights, and none of YM Cayman and/or YM Subsidiaries has sent any notice to or asserted or threatened in writing any action or claim against any Person involving or relating to any infringement or misappropriation of the YM Intellectual Property Rights, other than any such actions, claims or matters that have been resolved. (v) No YM Intellectual Property Rights or product manufactured or sold by or process used by YM Cayman and/or YM Subsidiaries is subject to any outstanding decree, order, injunction, judgment or ruling issued restricting the use or the licensing thereof by any of YM Cayman and/or YM Subsidiaries to any Person, or any agreement so restricting in any material respect the use or licensing thereof. (vi) Other than the leasehold owned by the WFOE under the lease contracts set forth in Part III of Schedule F, none of YM Cayman and YM Subsidiaries has any other lease property or self-owned real properties. (vii) YM Cayman and/or YM Subsidiaries have good and marketable title to or a valid leasehold interest in their respective material tangible assets owned by them,...
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Intellectual Property and Assets. Seller hereby irrevocably sells, transfers, conveys, assigns and delivers all of its right, title and interest of every kind and character throughout the world in, to and under the assets and intellectual property relating to muscular -skeletal programs owned by Seller to the full extent of its ownership or interest therein, including, without limitation, good will, all rights and causes of action for infringement or misappropriation (past, present or future) of any such intellectual property, all rights to apply for or register any of the foregoing, and any and all other rights and interests arising out of, in connection with or in relation to the intellectual property. At Closing, if requested, Seller shall execute and deliver to Purchaser a confirmatory assignment agreement covering, if and to the extent included in the intellectual property: (i) each registered trademark and all applications for registration of trademarks for filing with any appropriate patent and trademark registry, in the form acceptable to the Purchaser; (ii) each registered Copyright and all applications for registration of Copyrights for filing with any appropriate copyright registry, in the form acceptable to the Purchaser; and (iii) each Internet domain name for filing and submission as necessary to transfer such domain names, in the form acceptable to the Purchaser or in such other form as necessary to transfer such domain names (collectively the "Confirmatory Assignments").
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Intellectual Property and Assets. As of the date hereof, all Intellectual Property and Assets of BioCan is outlined in the BioCan Disclosure Letter.
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Intellectual Property and Assets. As of the date hereof, all Intellectual Property and Assets of Makena and the Makena Subsidiaries is outlined in the Makena Disclosure Letter.
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Intellectual Property and Assets. As of the date hereof, all Intellectual Property and Assets of Epimeron is outlined in the Epimeron Disclosure Letter.
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Intellectual Property and Assets. As of the date hereof, all Intellectual Property and Assets of Target and the Target Subsidiaries is outlined in the Target Disclosure Letter.
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Related to Intellectual Property and Assets

  • Intellectual Property Assets Priveco and its subsidiaries own or hold an interest in all intellectual property assets necessary for the operation of the business of Priveco and its subsidiaries as it is currently conducted (collectively, the “Intellectual Property Assets”), including: (i) all functional business names, trading names, registered and unregistered trademarks, service marks, and applications (collectively, the “Marks”); (ii) all patents, patent applications, and inventions, methods, processes and discoveries that may be patentable (collectively, the “Patents”); (iii) all copyrights in both published works and unpublished works (collectively, the “Copyrights”); and (iv) all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints owned, used, or licensed by Priveco and its subsidiaries as licensee or licensor (collectively, the “Trade Secrets”).

  • Intellectual Properties To the extent permissible under applicable law, all intellectual properties made or conceived by Employee during the term of this employment by Employer shall be the right and property solely of Employer, whether developed independently by Employee or jointly with others. The Employee will sign the Employer’s standard Employee Innovation, Proprietary Information and Confidentiality Agreement (“Confidentiality Agreement”).

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Intellectual Property Licenses Except as set forth in Section 4.5 of the Company Disclosure Letter, the Company possesses adequate Intellectual Property to continue to conduct its business as heretofore conducted by it or as projected to be conducted in the Operating Plan, and all Intellectual Property existing on the date hereof, together with in the case of patents and Trademarks, the date of issuance thereof, is listed in Section 4.14 of the Company Disclosure Letter. With respect to Intellectual Property of the Company unless such Intellectual Property has become obsolete or is no longer used or useful in the conduct of the business of the Company: (a) it is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (b) the Company has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its Patent Property and Trademark Property in the United States Patent and Trademark Office and, to the extent necessary for the conduct of the Company's business, in corresponding offices throughout the world; (c) except as set forth in Section 4.5 of the Company Disclosure Letter, the Company is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property owned by it and no claim has been made that the use of any of its owned Intellectual Property does or may violate the asserted rights of any third party; and (d) the Company has performed, and the Company will continue to perform, all acts, and the Company has paid and will continue to pay, all required fees and taxes, to maintain each and every item of such Intellectual Property in full force and effect throughout the world, as applicable. The Company owns directly or is entitled to use, by license or otherwise, all patents, Trademarks, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the Company's business.

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party. 20.2 Except at otherwise expressly provided in this Agreement, no license under patents, copyrights or any other Intellectual Property right (other than the limited license to use consistent with the terms, conditions and restrictions of this Agreement) is granted by either Party or shall be implied or arise by estoppel with respect to any transactions contemplated under this Agreement.

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property Warranty CONTRACTOR represents and warrants that its performance of all obligations under this Contract does not infringe in any way, directly or contributorily, upon any third party’s intellectual property rights, including, without limitation, patent, copyright, trademark, trade secret, right of publicity and proprietary information.

  • Company Intellectual Property The Executive agrees to promptly disclose to the Company any and all work product, inventions, artistic works, works of authorship, designs, methods, processes, technology, patterns, techniques, data, Confidential Information, patents, trade secrets, trademarks, domain names, copyrights, and the like, and all other intellectual property relating to the business of the Company and any of its affiliates which are created, authored, composed, invented, discovered, performed, perfected, or learned by the Executive (either solely or jointly with others) during the Employment Term (collectively, together with such intellectual property as may be owned or acquired by the Company, the “Company Intellectual Property”). The Company Intellectual Property shall be the sole and absolute property of the Company and its affiliates. All work performed by the Executive in authoring, composing, inventing, creating, developing or modifying Company Intellectual Property and/or other work product to which copyright protection may attach during the course of the Executive’s employment with the Company shall be considered “works made for hire” to the extent permitted under applicable copyright law and will be considered the sole property of the Company. To the extent such works, work product or Company Intellectual Property are not considered “works made for hire,” all right, title, and interest to such works, work product and Company Intellectual Property, including, but not limited to, all copyrights, patents, trademarks, rights of publicity, and trade secrets, is hereby assigned to the Company and the Executive agrees, at the Company’s expense, to execute any documents requested by the Company or any of its affiliates at any time in relation to such assignment. The Executive acknowledges and agrees that the Company is and will be the sole and absolute owner of all trademarks, service marks, domain names, patents, copyrights, trade dress, trade secrets, business names, rights of publicity, inventions, proprietary know-how and information of any type, whether or not in writing, and all other intellectual property used by the Company or held for use in the business of the Company, including all Company Intellectual Property. The Executive further acknowledges and agrees that any and all derivative works, developments, or improvements based on intellectual property, materials and assets subject to this Section 6 created during the Employment Term (including, without limitation, Company Intellectual Property) shall be exclusively owned by the Company. The Executive will cooperate with the Company and any of its affiliates, at no additional cost to such parties (whether during or after the Employment Term), in the confirmation, registration, protection and enforcement of the rights and property of the Company and its affiliates in such intellectual property, materials and assets, including, without limitation, the Company Intellectual Property.

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