Intellectual Property and Intellectual Property Rights. 5.15.1 Except as set forth in Schedule 5.15, the Company solely owns or has the exclusive right to use, free and clear of any lien or other encumbrance or restriction, all patents, trademarks (whether registered or unregistered), service marks, trade names, service names, brand names, logos and copyrights (collectively, "Intellectual Property Rights") owned or used by it in the conduct of its business. Schedule 5.15 sets forth a complete and correct list of all such Intellectual Property Rights and their respective legal status (including whether such rights are the subject of a license). There is no claim or demand of any person pertaining to, or any proceeding pending or, to the best knowledge of the Company or the Shareholders, threatened, which challenges the exclusive rights of the Company in respect of the Intellectual Property Rights or the rights of the Company in respect of any material trade secret owned or used by the Company in the conduct of its business. To the best knowledge of the Company and the Shareholders, none of the Intellectual Property Rights are being infringed upon by others or used by others, whether or not such use constitutes infringement, or has been the subject of dispute, whether or not resulting in litigation. Except as disclosed in Schedule 5.15, the Company is not contractually obligated to pay compensation to any third party in respect thereof to the use thereof or the material covered thereby. To the knowledge of the Company, there is no and has not been an unauthorized use, infringement or misappropriation of any of the Intellectual Property Rights by any person, former employee or other third party. 5.15.2 For the purpose of this Agreement, "Software" means the computer programs known by the names as set out in Schedule 5.15, including all versions thereof, and all related documentation, manuals, source code and object code, program files, data files, computer-related data, field and data definitions and relationships, data definition specifications, data models, program and system logic, interfaces, program modules, routines, subroutines, algorithms, program architecture, design concepts, system designs, program structure, sequence and organization, screen displays and report layouts and all other material related to the said computer program, all as they currently exist and will exist at the Effective Time. The Software was written only by the individuals (the "Developers") listed in Schedule 5.15 other than minor c...

Intellectual Property and Intellectual Property Rights. UEDIN coordinates the management of all Intellectual Property via the CompBioMed IP Registry. The IP Registry contains all information regarding the IC/IP components in the project, with each component defined and detailed within it. The IP Registry is available centrally within the CompBioMed intranet and it will be continuously updated as new components are gathered following the various reviews of results. The IP registry records status of the project IC/IP components (background/foreground/know- how), the ownership & access rights, protection arranged (or to be arranged) and the pre- publication reviews and public disclosure monitoring required. The project General Agreement details the terms of common use, ownership of foreground/background IP and its commercialization. Consortium members can seek further guidance as necessary from UEDIN. The IP Registry can be found in the WP4 folder in the CompBioMed intranet knowledge base.

Intellectual Property and Intellectual Property Rights. (a) Section (21)(a) of the Disclosure Letter sets out an accurate and complete list and description of all Owned IP that is registered or assigned with any Governmental Entity (including details as to jurisdictions, numbers, and expiry dates of all registrations), Licensed IP and Technical Information, including sufficient particulars to identify each item of Intellectual Property and Technical Information, its respective owner, if that owner is not the Seller, and the nature and jurisdictions of its use, as well as the jurisdictions and particulars of all registrations and assignments of, and applications for registration of, the Owned IP made by the Seller. (b) The Seller is the only Person to have any right of title and interest, legal or beneficial, in any of the Owned IP, all of which is owned by the Seller free and clear of any Encumbrances and none of which is registered in the name of any Person other than the Seller. No consent of any Person is necessary to make, construct, use, reproduce, translate, license, sell, modify, update, enhance or otherwise exploit any Owned IP. All Originating Persons have, by irrevocable written assignments, transferred to the Seller all Intellectual Property Rights, and waived all moral rights, that any of them may have enjoyed with respect to any Owned IP to which they contributed. (c) Except as disclosed in Section (21)(c) of the Disclosure Letter, the Seller has not assigned, licensed or otherwise granted any interest in any Owned IP, including any right to receive royalties or other payments, to any Person. (d) Except as disclosed in Section (21)(d) of the Disclosure Letter, no Person has infringed or misappropriated, or is infringing or misappropriating, any Intellectual Property Right in any Owned IP.

Intellectual Property and Intellectual Property Rights. Unless otherwise specified in a SOW under this Agreement, any and all developed software as part of the Services, including any development under a SOW ;ƚŚSoĞftw a͞re͟iͿs t he sole, exclusive and immediate property of the Supplier, including all intellectual property rights to such Software. The Software includes the methodology, algorithms, code and documentation associated with the Software and the Services. The Customer does not obtain any intellectual property rights to the Software, but receives a non-exclusive user license, with a duration equal to the duration of a Software-as-a-^ĞƌǀSŝaaĐS͟ĞͿ ;Đ͞Ž, tŶo aƚll iƌntĂellĐectƚual property rights and Software created by the Supplier for the benefit of the Customer as part of the Services, without any right to modify, sub-license or resell such intellectual property rights and Software. Neither is the Customer entitled to alter or manipulate any of the intellectual property rights of the Software, any other intellectual property rights belonging to the Supplier, or any intellectual property rights of any third party which the Supplier may have licensed and used as part of providing the Services. The Supplier warrants that the Services provided by the Supplier and the intellectual property rights and Software that are created or provided by the Supplier under the Agreement (except for third party services or products from Supplier's subcontractors or suppliers), to the best of the Supplier's knowledge, do not infringe on any third party rights. The Customer shall notify the Supplier without delay of any claims made by a third party regarding infringement of intellectual property rights due to the Customer's use of the Software or the Services. If a third party makes a claim of infringement for which the Supplier is responsible (i.e. not an infringement related to modification by the Customer or related to a third party product), the Supplier shall have the right to assume the defense at its own expense and act in the proceedings on behalf of the Customer. The Supplier shall further at its own expense either ensure that the Customer is able to use the Software and Service continuously during the proceedings or replace the disputed part of the Software or Service with an alternative software or service acceptable to the Customer. In general, the Supplier in its sole discretion may choose to reuse any Software which has been developed for customers or for the Customer in order to improve its product range. For ...

Intellectual Property and Intellectual Property Rights. All of the Intellectual Property and Intellectual Property Rights that are owned or controlled by the Seller, including the Intellectual Property and Intellectual Property Rights identified on Schedule 1.1(a), together with the goodwill associated with the Transferred Assets (the Intellectual Property, Intellectual Property Rights and goodwill referred to in this Section 1.1(a) collectively being referred to in this Agreement as the “Transferred IP”);

Intellectual Property and Intellectual Property Rights. Services and Management Agreement, dated July 1, 2006, between the Company and SchoolOne, as amended on December 2006 and July 2007. Software License Agreement, dated March 13, 2005, between the Company and Purple Cactus, LLC for Oasis Point of Sale System employed by Campus Outfitters. The Company, through SchoolOne, licenses off-the-shelve software in the ordinary course of business. Xxxxxxxx Xxxxxx E. 3/28/2005 Director MD General Manager of Campus Outfitters $ 110,000.00 Xxx Xxxx 6/5/2006 Manager IN Store Manager, Indianapolis, IN $ 40,000.00 XxXxxxx Xxxxx 6/5/2006 Manager MI Store Manager, Southfield, MI $ 53,250.00 Xxxxxx Xxxxxxx 5/26/2005 Manager MD Embroidery Supervisor $ 33,750.00 Xxxx Xxxx 5/26/2005 Director MD Director of Warehouse Operations $ 80,000.00 Xxxxxxx Xxxxxxxxx 1/22/2007 Specialist MD Warehouse Supervisor $ 45,000.00 Janelle Megan 5/22/2006 MD Account Management Assistant $ 38,000.00 Xxxxx Xxxxxxx 9/5/2006 Manager MD Senior Accountant $ 78,500.00 XxXxxxxxx Xxxxxxxxx 5/26/2005 Director IN Regional Store Director $ 70,000.00 Xxxxx Xxxxx R. 9/16/2006 Specialist MI Assistant Store Manager, Southfield, MI $ 35,000.00 Xxxxx Xxxxxxxx 7/23/2007 Manager NY Store Manager, Buffalo $ 30,000.00 Xxxxxxxxx Xxxxxxx 5/26/2005 Manager TX Store Manager, Richardson, TX $ 45,900.00 Xxxxxxx Xxxxxxx 5/26/2005 Manager MD Warehouse Manager $ 73,000.00 Xxxxxxxx Xxxxxxxxx 5/18/2006 Manager MD Store Manager, Rockville, Fairfax, College Park $ 55,000.00 Xxxxxxxxxx Xxxxxxx 11/6/2006 Manager MD Customer Service Supervisor $ 35,000.00 Xxxx Xxxxxxxxx 5/26/2005 Manager OH Store Manager, Cincinnati, OH $ 40,800.00 Xxxxxxxx Xxx 5/26/2005 Manager MD Floor Supervisor $ 44,900.00 Xxxxxxxx Xxxx 2/13/2006 Specialist MD Staff Accountant $ 36,750.00 Xxxx Xxxxxxxxxx PT 10 Support/Administrative MD CP Bookstore Associate Xxxxx Xxxxxxx PT 10 Support/Administrative MD CP Sales Associate Xxxxx Xxxxxxx PT 9 Support/Administrative MD Rockville Bookstore Associate Xxxx Xxxxx PT 9 Support/Administrative MD CP Bookstore Associate Xxxx Xxxx PT 10 Support/Administrative MD CP Sales Associate Xxxxx Xxxxxxxx PT 10 Support/Administrative MD Accounting Intern Xxxx Xxxxxxx PT 11 Support/Administrative MD Customer Service Associate Xxxxx Xxxxx PT 10 Support/Administrative MD CP Bookstore Associate Xxxxxx Al PT 10 Support/Administrative MD CP Bookstore Associate Xxxxx Xxxxxxx PT 12 Support/Administrative MD CP Senior Sales Associate Xxxxxx Xxxxxxx PT 11 Support/Administrative MD Bookstore Associ...

Intellectual Property and Intellectual Property Rights. (a) Section 3.23(a) of the Disclosure Schedule sets out an accurate and complete list and description of all (i) Owned IP that is registered with any Governmental Authority (including details as to jurisdictions, numbers, and expiry dates of all registrations), and

Intellectual Property and Intellectual Property Rights. UCL coordinates the management of all Intellectual Property in CompBioMed. The IP Register contains all information regarding the IC/IP components in the project, with each component defined and detailed within it. The IP Register is available centrally within the CompBioMed intranet and it will be continuously updated as new components are gathered following the various reviews of results. The project Consortium Agreement is the principal framework for terms of common use, ownership of results and background IP and its commercialization. Consortium members can seek further guidance as necessary from UCL. In collaborations with the International Partners from the United States an agreement for results generated from the research using a pro forma template agreement will be initiated as this becomes necessary, which will also deal with background IP. Initially both sides of the collaboration are working within open science projects which ensure all results will be shared openly to other partners and the wider world.

Intellectual Property and Intellectual Property Rights. For the purposes of this Agreement:

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