Intellectual Property and Know-how. Any and all intellectual property, including the know-how required to design, manufacture and deliver the PRODUCTS, shall remain the sole property of the SUPPLIER. Subject to the mandatory rights under any applicable intellectual property laws, the BUYER shall not be granted any rights to intellectual property or know-how.
Intellectual Property and Know-how. Exhibit 7.2.14 contains a list of all Intellectual Property owned by or licensed to TRIP and/or its Controlled Companies. The use of the Intellectual Property and Know-How by TRIP and/or by its Controlled Companies do violate any rights and are not subject to any judicial or administrative challenge by third parties. Neither TRIP and/or its Parent Companies nor TRIP’s Shareholders have granted, assigned or licensed Intellectual Property rights or Know-How to third parties. TRIP’s and/or its Controlled Companies’ business operations do not violate or infringe on third-party Intellectual Property or Know-How rights. TRIP and/or its Controlled Companies hold legal title to TRIP’s Intellectual Property and Know-How, which are not subject to any license or limitation on use, are free and clear of any and all Liens and are not subject to any agreement that requires any payment to a third party or obligation to grant a right to a third party.
Intellectual Property and Know-how. Exhibit 7.3.13 contains a list of the Intellectual Property held by AZUL Holding and/or its Controlled Companies or licensed thereto. The use of Intellectual Property and Know-How by AZUL Holding and/or its Controlled Companies does not infringe on any rights and is not subject of any judicial or administrative challenge by third parties. AZUL Holding and/or its Controlled Companies did not grant, assign or license Intellectual Property rights and Know-How to third parties. The business transactions of AZUL Holding and/or Controlled Companies do not breach or infringe on third parties’ Intellectual Property or Know-How rights. The Intellectual Property and Know-How of AZUL Holding are lawfully owned by AZUL Holding and/or its Controlled Companies and are not subject to a license or limitation of use, and they are free and clear of any and all Liens and are not subject to an agreement that requires payment to third parties or to an obligation to grant right to third parties.
Intellectual Property and Know-how. (a) The Company or a Subsidiary of the Company owns all rights and interest in and has all title to, or has a valid and enforceable license to use, the Company Intellectual Property free and clear of all Encumbrances, other than Encumbrances that do not adversely affect the ownership interest in, or the value or use of, such asset for its current purposes. The completion of the transactions contemplated by this Agreement will not alter or impair the ownership or right of the Company or its Subsidiaries to use any of the Company Intellectual Property.
(b) To the Seller’s Knowledge, there are no facts or circumstances that would render any of the Company Intellectual Property invalid or unenforceable. From 1 January 2006 to the Signing Date or to the Supplemental Disclosure Date, as applicable, (i) neither the Seller nor, to the Seller’s Knowledge, the Company or any Subsidiary of the Company has received a written claim that the Company Intellectual Property is invalid or unenforceable, nor has any such claim been asserted in any pending or, to the Seller’s Knowledge, threatened litigation or proceeding before any Governmental Authority and (ii) none of the Company Intellectual Property is or was subject to any pending or, to the Seller’s Knowledge, threatened claims or proceedings for infringement, opposition, cancellation or revocation. All registration or application fees (or, in the case of patents, maintenance fees) necessary to maintain the Company Intellectual Property have been paid, all necessary renewal applications have been filed and all other material steps necessary for maintenance have been taken, other than such fees, renewal applications and steps the failure of which to pay, file or take would not, individually or in the aggregate, materially adversely affect the value or use of the Company Intellectual Property.
(c) The Company or a Subsidiary of the Company owns all right and interest in, and all title to, the Company Know-How free and clear of any Encumbrances other than Encumbrances that do not materially affect the ownership interest in, or the value or use of, such asset for its current purposes. Neither the Seller nor any of its Affiliates (other than the Company and its Subsidiaries) owns or licenses any Intellectual Property or Know-How used primarily in the business of the Company and its Subsidiaries.
(d) Except as would not, individually or in the aggregate, materially adversely affect the value or use of the Company Know-How, ...
Intellectual Property and Know-how. 51.1 Without prejudice to the provisions of Clause 17 hereof in the event of termination of this Agreement and no prior or subsequent relevant Agreement having been reached all IPR and know-how developed in the course of the delivery of any Regional Function (irrespective of the Force or Commissioner by whom the individuals responsible for that development are appointed or employed) will be vested in the Lead Force on trust for all Parties.
Intellectual Property and Know-how. 8.1 ABTI and NVID acknowledge that all of the copyrights, the Trade Marks, patents, the Patent Applications and any other pending patent applications and other Intellectual Property rights used or embodied in or on connection with the Products and the RMS System including documentation and manuals relating thereto is and shall remain the property of EHPCI or of such persons as shall permit EHPCI to use any such Intellectual Property and neither ABTI nor NVID shall during or at any time after the termination of this Agreement in any way question or dispute the ownership or any such rights by EHPCI or such other persons.
8.2 ABTI shall not use any of the Trade Marks or any trade name, corporate slogan, goodwill or product description in any advertising copy, promotional material, signs or other written or printed material except as specifically authorized in writing in advance b EHPCI.
8.3 ABTI shall promptly notify EHPCI of any actual, threatened or suspected infringement in the Territory of any intellectual Property of EHPCI which comes to ABTI's notice, and of any claim by any third party so coming to its notice that the importation of the Products and/or the RMS System into the Territories, or their sale therein, infringes any rights of any other person, and ABTI shall at the request and expense of EHPCI do all such things as my be reasonably required to assist EHPCI in taking or resisting any proceedings in relation to any such infringement or claim.
Intellectual Property and Know-how. (a) At Closing the Target Group will have the right to use all material Intellectual Property necessary for the conduct of the Business in the Ordinary Course as of the date of this Agreement.
(b) At Closing, a Target Group Company will be the sole or joint legal or beneficial owner of the Intellectual Property listed in Annex 4.1.10(b) (the Owned IP Rights). To Seller’s Best Knowledge, the Owned IP Rights are valid and enforceable.
(c) At Closing, a Target Group Company will be the licensee of the Intellectual Property listed in Annex 4.1.10(c) (the Licensed IP Rights). The license agreements concerning the Licensed IP Rights are valid and enforceable.
(d) In the past three years before the date of this Agreement, Seller has not received any written, or to Seller's Best Knowledge, oral, notifications challenging the validity, subsistence or enforceability of the Owned IP Rights. All registration fees for the Owned IP Rights have been paid when due, except for such fees in relation to Owned IP Rights that the Target Group Companies or the Current Subsidiaries have decided to abandon, cancel or allow to lapse.
(e) To Seller’s Best Knowledge, there has, in the past three years before the date of this Agreement, been no infringement by any third party of any of the Owned IP Rights. In the past three years before the date of this Agreement, Seller has not received any written notifications claiming that the Target Group Companies have infringed. In the past eighteen months prior to the date of this Agreement the Target Group Companies have not infringed, any registered third party Intellectual Property rights in connection with the conduct of the Business.
(f) The Target Group Companies have taken commercially reasonable steps to protect their trade secrets and confidential information relating to the Business.
(g) The Target Group Companies have complied in their conduct of the Business in all material respects and are currently conducting the Business in compliance in all material respects with all applicable Laws relating to the privacy, security or confidentiality of personal information.
(h) Other than the Information Systems that are subject to the Transitional Services Agreement, the Information Systems used by the Target Group Companies are sufficient for the conduct of the Business in the Ordinary Course. The Target Group Companies use commercially reasonable means, consistent with the state of the art generally available to the public, to protect the...
Intellectual Property and Know-how. (i) Except as set forth in Schedule 4.1(e)(ii), Senetek is the owner, licensee or sublicensee (as applicable), free and clear of any Encumbrance, of all right, title and interest in and to the Intellectual Property, and has the full and unrestricted right to license the Intellectual Property to Valeant on the terms of this Agreement.
(ii) The following schedules set forth a true and complete list of the following:
(A) Schedule 4.1(g)(ii)(A) - The Patents, including (A) issued Patents and for each, its number, issue date, title, priority information and current legal status, for each jurisdiction in which such patent has been issued;
(B) Patent applications (including provisional applications, divisional applications, continuation applications, continuation-in-part applications, re-examination applications and reissue applications) and for each, the application number, date of filing, title, priority information and current legal status for each jurisdiction in which such patent application is pending; (C) a summary description of all patents and patent applications (including provisional patent applications) related to the Intellectual Property that Senetek has abandoned; and (D) a summary description of all issued patents and patent applications (including provisional patent applications) related to the Intellectual Property that have been rejected by the patenting authority in any jurisdiction;
Intellectual Property and Know-how. 11.1 Save for the limited wind-down rights in clause 12.1, nothing in this Agreement shall give to the Purchaser Group any rights (including Intellectual Property Rights) in the names “Evotec”, “Oxford Asymmetry” or “OAI” or in any name or xxxx incorporating them, including any trade or service name or xxxx, business name, logo or domain name, whether as Target Company IP, Business Intellectual Property Rights or otherwise. All such rights shall continue to vest solely in the Seller Group.
11.2 Subject to clause 11.1, the provisions of Schedule 9 shall apply after Closing.
11.3 Each of the Seller and Purchaser shall, and shall procure that their respective Representatives shall, maintain in confidence any of the Know-How licensed by the Purchaser Group under Schedule 9 and any know-how licensed by the Seller Group under Schedule 9 (together, the Schedule 9 Information) and shall not disclose the Schedule 9 Information to any person except in the ordinary course of business (which includes, for the avoidance of doubt, the sale of all or part of a business using the Schedule 9 Information) and subject to an obligation of confidence or as permitted under clause 11.4.
11.4 Clause 11.3 shall not prevent disclosure of the Schedule 9 Information by a party or its Representatives:
(a) to the extent it can demonstrate that:
(i) disclosure is required by law or by any stock exchange or any regulatory, governmental or antitrust body (including any tax authority) having applicable jurisdiction (provided that the disclosing party shall first inform the other party of its intention to disclose such Schedule 9 Information and take into account the reasonable comments and requests of the other party); or
(ii) disclosure is of information which has previously become publicly available other than through that party’s fault (or that of its Representatives); or
(iii) disclosure is required for the purpose of any arbitral or judicial proceedings arising out of this Agreement (or any other Transaction Document); or
(b) as agreed in writing by the parties.
11.5 The Seller assigns to the Purchaser, with effect from Closing, all unregistered Business Intellectual Property Rights. The Seller agrees to assign any Registered Business IP to the Purchaser with effect from Closing. The parties agree that the Patent shall be assigned under a separate patent assignment agreement to be delivered at Closing on terms to be agreed by the Seller and the Purchaser prior to Closing, but which sh...
Intellectual Property and Know-how. 4.5.1 All Intellectual Property which is currently used in the business of the Group Members, as listed in Exhibit 4.5.1, is owned by or licensed to the Group Members and is not subject to any liens or encumbrances.
4.5.2 No Group Member has as of the Agreement Date received any notice of any infringement by any third party of any Intellectual Property owned by or licensed to any Group Member.
4.5.3 The registrations of all registered Intellectual Property are in force and the renewal fees for all such registrations have heretofore been paid.
4.5.4 To the best of Sellers' knowledge, the use by the Group Members of the Intellectual Property and Know-How and the conduct of their business until Closing shall not have constituted an infringement of the intellectual property rights of third parties.
4.5.5 No Group Member is in breach of any licence or other agreement relating to Intellectual Property or Know-How.
