Intellectual Property and Products Sample Clauses

Intellectual Property and Products. (a) Schedule 6.18(a) (as updated from time to time in accordance with Section 7.1.2 hereof) accurately and completely lists all of Australian Borrower’s and each Subsidiary’s Registered Intellectual Property. Each of Australian Borrower and each Subsidiary owns and possesses or has a license or other right to use all Intellectual Property as is necessary for the conduct of the business of each Borrower and the other Loan Parties, without any infringement upon the intellectual property rights of others. (b) Schedule 6.18(b) (as updated from time to time in accordance with Section 7.1.2 hereof) accurately and completely lists all Products and all Required Permits, and each Borrower and each other Loan Party has delivered to Agent a copy of all Required Permits as of the date hereof and to the extent requested by Agent from time to time in its discretion. (i) With respect to any Product being tested, manufactured, marketed and/or sold by any Borrower or any other Loan Party, such Borrower or such Loan Party has received (or the applicable, authorized third parties have received), and such Product is the subject of, all Required Permits needed in connection with the testing, manufacture, marketing and/or sale of such Product by or on behalf of such Borrower or such Loan Party. No Borrower or any other Loan Party has received any notice from any applicable Governmental Authority, specifically including the FDA, that such Governmental Authority is conducting an investigation or review (other than a normal routine scheduled inspection) of such Borrower’s or such other Loan Party’s manufacturing facilities, the processes for such Product or any related sales or marketing activities and/or the Required Permits related to such Product. There are no material deficiencies or violations of applicable laws in relation to the manufacturing, processes, sales or marketing of such Product and/or the Required Permits related to such Product, no Required Permit has been revoked or withdrawn, nor, to the best of each Borrower’s and each other Loan Party’s knowledge, has any such Governmental Authority issued any order or recommendation stating that the development, testing, manufacturing, sales and/or marketing of such Product by or on behalf of such Borrower or such other Loan Party should cease or be withdrawn from the marketplace, as applicable. (ii) Except as set forth on Schedule 6.18(b), (A) there have been no adverse clinical test results in respect of any Product since...
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Intellectual Property and Products. The Company represents and ---------------------------------- warrants to the Purchasers that, at such time as Dynasoft Publishing Corporation ("Dynasoft") transferred pursuant to the Stock Purchase Agreement (the -------- "Agreement"), dated October 1996, those assets described on Exhibit A to the ---------- Agreement (the "Assets"), Dynasoft owned all right, title and interest in, or ------ had the right to use, all worldwide industrial and intellectual property rights, including, without limitation, patent applications, patents, patent rights, trademark applications, trademarks, service marks, trade names, service xxxx applications, trade dress, moral rights, copyright applications, copyrights, licenses, inventions, trade secrets, know-how, customer lists, proprietary processes and formulae, software source and object code, algorithms, architecture, structure, display screens, layouts, development tools, all documentation and media constituting, describing or relating to the above, without limitation, manuals, memoranda and records and other intellectual property and proprietary rights used in or reasonably necessary to the conduct of its business as presently conducted and the business of the development, production, marketing, licensing and sale of commercial products using such intellectual property and proprietary rights ("Dynasoft Intellectual Property"). ------------------------------ The Company represents and warrants to the Purchasers that all Dynasoft Intellectual Property developed by Xxxx Xxxxxx and Dynasoft's employees was developed by such persons in the course of Dynasoft's business and not by them in their individual capacity and such individuals do not have any interest in or rights to any Dynasoft Intellectual Property. The Company represents and warrants to the Purchasers that all Dynasoft Intellectual Property developed by Xxxxxx prior to the incorporation of Dynasoft was properly assigned by Xxxxxx at the time of, or following, the incorporation and neither Xxxxxx nor any other party has any interest in or rights to any Dynasoft Intellectual Property. The Company represents and warrants to the Purchasers that during the period in which Xxxxxx was developing the Dynasoft Intellectual Property, he was either not employed by any third party or involved in any consulting relationship with any third party or, if such an employment or consulting relationship did exist, the nature of Hirsch's employment was not related in any way to the Dy...
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Intellectual Property and Products. (a) Intellectual Property of the Business. (i) Section 3.12(a)(i) of the Disclosure Schedule contains a complete and accurate list of all of the material Intellectual Property, other than Trade Secrets, owned by the B2e Group, in the groupings and further information required by Sections 3.12(b), (c) and (d). (ii) Section 3.12(a)(ii) of the Disclosure Schedule contains a complete and accurate list of all of the material third party Intellectual Property, other than Trade Secrets, which the B2e Group currently licenses or is currently used in connection with the conduct of the Business (other than Off-the-Shelf Software). With respect to the Intellectual Property listed in Section 3.12(a)(ii) of the Disclosure Schedule, the B2e Group has secured all necessary rights and licenses to such Intellectual Property material to the conduct of the Business as currently conducted, and, to the Knowledge of B2e Group, as contemplated in relation to any Products which are under development and currently scheduled for release within six months from the date hereof. With respect to each item of Intellectual Property set forth in Section 3.12(a)(ii) of the Disclosure Schedule, such description includes a complete and accurate list of the Person who currently licenses and has licensed such Intellectual Property to a B2e Group Member and whether such Intellectual Property is embedded in any Product. With respect to each item of Intellectual Property which the B2e Group has licensed or used and which is not scheduled in Section 3.12(a)(ii) of the Disclosure Schedule and is used in connection with the conduct of the Business as currently conducted, Verticalnet (or any of its Affiliates) could either license such Intellectual Property or license, replace, develop or have developed substantially equivalent Intellectual Property at a cost to Verticalnet (or any of its Affiliates) which is not material. (iii) The Intellectual Property listed in Sections 3.12(a)(i) and 3.12(a)(ii) of the Disclosure Schedule, together with the Trade Secrets, constitutes all of the material Intellectual Property that is currently used in the operation of the Business, or to the Knowledge of the B2e Group, is contemplated in relation to any Products which are under development and currently scheduled for release within the six months from the date hereof. (iv) Except as described in Section 3.12(a)(ii) of the Disclosure Schedule, the B2e Group is the owner of all right, title and interest in and to ea...
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Intellectual Property and Products. (a) Intellectual Property Assets--The term "Intellectual Property Assets" includes:
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Intellectual Property and Products. All products, services, technology, and software of Seller, and all intellectual property with respect thereto, other than the RESX product. For the avoidance of doubt, but not in limitation of this Section 1.2.5, Purchaser agrees that it will obtain no ownership interest in any technology owned and marketed by Seller as * or * (“Excluded Products”) even though such technologies are marketed and licensed using the RESX product name. Seller hereby grants to Purchaser a license to use the Excluded Products pursuant to the license terms set forth on Exhibit D attached hereto and by this reference incorporated herein. In addition, Purchaser acknowledges and agrees that the Purchased Assets do not include any right, title or interest in those items identified as Excluded Assets on Schedule 1.2.5.
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Intellectual Property and Products. (a) Intellectual Property of the Business. (i) Section 3.12(a)(i) of the Disclosure Schedule contains a complete and accurate list and summary description of all of the material Intellectual Property, other than Trade Secrets, owned by the Target Group, in the groupings and further information required by Sections 3.12(b), (c) and (d). (ii) Section 3.12(a)(ii)(A) of the Disclosure Schedule contains a complete and accurate list and summary description of all of the material Intellectual Property, other than Trade Secrets, which the Target Group licenses or uses, in the groupings and further information required by Sections 3.12(b), (c) and (d). Except as set forth in Section 3.12(a)(ii)(B) of the Disclosure Schedule, with respect to the Intellectual Property listed in Section 3.12(a)(ii)(A) of the Disclosure Schedule (together with all material Intellectual Property previously licensed or used by the Target Group), the Target Group has secured all necessary rights and licenses to such Intellectual Property material to the conduct of the Business as has been conducted, as currently conducted, and, to the Knowledge of Target Group, as contemplated in relation to Version 3.3 of the Target Group's Product collectively known as Atlas Metaprise Software which is under development. With respect to each item of Intellectual Property set forth in Section 3.12(a)(ii)(A) of the Disclosure Schedule, such Section includes a complete and accurate list and summary description of the Person who licensed such Intellectual Property and whether such Intellectual Property is embedded in any Product. With respect to each item of Intellectual Property which the Target Group has licensed or used and which is not scheduled in Section 3.12(a)(ii)(A) of the Disclosure Schedule, the Acquiror (or any of its Affiliates) could either license such Intellectual Property or license, replace, develop or have developed substantially equivalent Intellectual Property at a cost to Acquiror (or any of its Affiliates) which is not material. Except as set forth on Schedule 3.12(a)(ii)(C) of the Disclosure Schedule, with respect to each item of Intellectual Property scheduled in Section 3.12(a)(ii)(B) of the Disclosure Schedule, the Acquiror (or any of its Affiliates) could either license such Intellectual Property or license, replace, develop or have developed substantially equivalent Intellectual Property at a cost to Acquiror (or any of its Affiliates) which is not material. (iii) The Intellectu...
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Intellectual Property and Products. (a) As used in this Agreement, "Intellectual Property" means all Patents, Trademarks, inventions, Copyrights, internet domain names, Trade Secrets and any and all other intellectual property used in, or necessary to operate, the Business as now conducted. Target has good legal title to, or has a valid and enforceable license to use, all of the Intellectual Property. Section 4.12 of the Disclosure Schedule sets forth a complete and correct list of all (i) registered Patents, Trademarks and Copyrights owned by the Target and (ii) licenses regarding the use of Intellectual Property to which Target is a party (the "Licenses"), other than licenses with respect to "off-the-shelf" software, each with a cost of less than $1,000. Except as set forth on Section 4.12 of the Disclosure Schedule, (a) to the Knowledge of Holders, the conduct of the business of Target as currently conducted, including, without limitation, all Intellectual Property used by Target in the conduct of such business, does not conflict with or infringe upon any proprietary right of any third party in any material respect and (b) there is no claim pending or, to the Knowledge of Holders, threatened that (i) alleges any such conflict with or infringement of any third party's proprietary rights by Target or (ii) challenges Target's ownership or use of any Intellectual Property. Except as set forth on Section 4.12 of the Disclosure Schedule, Target is not under any obligation to pay royalties or other payments in connection with any Contract to use the Intellectual Property and is not restricted from assigning its rights respecting Intellectual Property.
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Intellectual Property and Products. Milkyway owns all right, title and interest in, or has the right to use, all worldwide industrial and intellectual property rights, including, without limitation, patent applications, patents, patent rights, trademark applications, trademarks, service marks, trade names, service mark xxxlications, trade dress, moral rights, copyright applications, copyrights, licenses, inventions, trade secrets, know-how, customer lists, proprietary processes and formulae, software source and object code, algorithms, architecture, structure, display screens, layouts,
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Intellectual Property and Products. (a) Intellectual Property of the Business. (i) Section 3.12(a)(i) of the Disclosure Schedule contains a complete and accurate list of all of the registered Intellectual Property (and applications for any such right) and material unregistered Intellectual Property, other than Trade Secrets, owned by the Company, in the groupings required by Sections 3.12(b), (c) and (d). (ii) Section 3.12(a)(ii) of the Disclosure Schedule contains a complete and accurate list of all of the registered Intellectual Property and the material unregistered Intellectual Property, other than Trade Secrets, which the Company has licensed or used (including such licenses in the form of research and development agreement, letters of consent, settlement agreements, undertakings and co-operation agreements), in the groupings required by Sections 3.12(b), (c) and (d). With respect to the Intellectual Property listed in Section 3.12(a)(ii) of the Disclosure Schedule, the Company has secured all necessary rights and licenses to such Intellectual Property material to the conduct of the Business as currently conducted, and as contemplated in relation to any Products which are under development. With respect to each item of Intellectual Property set forth in Section 3.12(a)(ii) of the Disclosure Schedule, such description includes a complete and accurate list and summary description of the Person who currently licenses and has licensed such Intellectual Property and whether such Intellectual Property is embedded in any Product. With respect to each item of Intellectual Property which the Company has licensed or used and which is not scheduled in Section 3.12(a)(ii) of the Disclosure Schedule, to the Knowledge of the Warrantors, the Buyer (or any of its Affiliates) could either license such Intellectual Property or license, replace, develop or have developed substantially equivalent Intellectual Property at a cost to Buyer (or any of its Affiliates) which is not material. With respect to each item of Intellectual Property listed in Section 3.12(a)(ii) of the Disclosure Schedule, no such licenses or agreements are capable of termination as a result of the change in the underlying ownership or control of the Company. (iii) Neither the Company nor, to the Warrantors’ Knowledge, any third party is in breach of any license or agreement required to be disclosed pursuant to Section 3.12(a)(ii) of the Disclosure Schedule. (iv) The Company is not obligated to grant any license, sub-license or assignme...
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Related to Intellectual Property and Products

  • 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.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • 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 Rights Infringement HP will defend and/or settle any claims against Customer that allege that an HP-branded product or service as supplied under this Agreement infringes the intellectual property rights of a third party. HP will rely on Customer’s prompt notification of the claim and cooperation with our defense. HP may modify the product or service so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, we will refund to Customer the amount paid for the affected product in the first year or the depreciated value thereafter or, for support services, the balance of any pre-paid amount or, for professional services, the amount paid. HP is not responsible for claims resulting from any unauthorized use of the products or services.

  • 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 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 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 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 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 RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year. B. Under paragraph H. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement, Disclosing Party provides the following Data to Receiving Party. The lists below may not be comprehensive, are subject to change, and do not supersede any restrictive notice on the Data provided.

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