Intellectual Property Generally. As between the parties, the Intellectual Property in the Development Deliverables and Goods are comprised entirely of Apple Technology and/or Supplier Technology as set forth in this Agreement.
Intellectual Property Generally. (i) With respect to Intellectual Property owned by such Grantor, such Grantor (either itself or through licensees) shall, except as could not reasonably be expected to result in a Material Adverse Effect, (i) continue to use each Trademark material to Grantor’s business in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (ii) maintain consistent with past practice the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by Applicable Law, (iv) not adopt or use any xxxx that is confusingly similar to or a colorable imitation of such Trademark unless the Secured Party shall obtain a perfected security interest in such xxxx pursuant to this Agreement and (v) not (and use commercially reasonable efforts to not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way. Grantor (either itself or through licensees) shall not do any act, or omit to do any act, whereby any Patent owned by such Grantor that is material to Grantor’s business may become forfeited, abandoned or dedicated to the public. Grantor (either itself or through licensees) (x) shall not (and shall not permit any licensee or sublicensee thereof to) do any act or omit to do any act whereby any portion of any Copyright that is material to Grantor’s business may become invalidated or otherwise impaired and (y) shall not (either itself or through licensees) do any act whereby any portion of any Copyright that is material to Grantor’s business may fall into the public domain. Grantor (either itself or through licensees) shall not do any act, or omit to do any act, whereby any trade secret may become publicly available or otherwise unprotectable. Grantor (either itself or through licensees) shall not do any act that knowingly uses any Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other Person.
Intellectual Property Generally. Upon request of the Administrative Agent, execute and deliver any and all agreements, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent’s security interest in the Intellectual Property and the general intangibles relating thereto including, without limitation, the goodwill of the Obligors and their Subsidiaries relating thereto or represented thereby (or such other Intellectual Property or the general intangibles relating thereto or represented thereby as the Administrative Agent may reasonably request).
Intellectual Property Generally. (a) Seller (i) has full title and ownership of each item of Seller-Owned IP and (ii) is duly licensed under or otherwise authorized to use, all Third-Party IP that is used by Seller in the Business in each case, free and clear of any Encumbrances other than Permitted Encumbrances. The Seller-Owned IP and Seller IP licensed under the Inbound Licenses (including the Transferred Parent Rights) collectively includes all of the Intellectual Property necessary for the conduct of, or that are used in, or held for use for, the conduct of the Business as conducted as of the Agreement Date without: (A) the need for Buyer to acquire or license any other Intellectual Property in order to utilize such Seller IP in connection with the conduct of the Business as conducted prior to the Agreement Date, or (B) the breach or violation of any Contract in connection with the conduct of the Business as conducted prior to the Agreement Date. To Seller’s Knowledge it will not be necessary to use any inventions of any of Seller’s employees or consultants made prior to their employment by or services with Seller, which inventions have not otherwise been licensed to Seller by the applicable employees and consultants. To Seller’s Knowledge, no third party has any ownership right, title, ownership interest, or ownership claim in any of the Seller-Owned IP. This Section is not a representation or warranty as to non-infringement, violation, or misappropriation of any rights in Third-Party IP, which representations and warranties are set forth in Section 2.10.4(a) below.
(b) No third party that has licensed Third-Party IP to Seller has ownership or license rights to modifications, improvements or derivative works made by Seller to such Third-Party IP. All modifications, improvements and derivative works of any Technology included in the Seller-Owned IP made by any Person are owned by or exclusively licensed to Seller.
(c) Other than the Seller IP Agreements (including the Parent License Back Agreements), Shared Licenses, Shared Administrative Licenses, Non-Scheduled Contracts and the Seller IP Protection Agreements, there are no Contracts governing or relating to any material Seller IP. An accurate and complete list of (i) all Seller IP Agreements (separately identified as Outbound Licenses, Inbound Licenses, and Product Inbound Licenses) and (ii) all Shared Licenses, is set forth on Schedule 2.10.1(c) to the Disclosure Memorandum. Seller has provided to Buyer accurate and complete copie...
Intellectual Property Generally. (a) The Corporation (i) exclusively owns and has independently developed or acquired or (ii) has the valid right or license to Exploit, all Corporation IP. The Corporation IP is sufficient for the conduct of the Corporation’s business as currently conducted and as currently proposed to be conducted. To the Knowledge of the Corporation, all Corporation Intellectual Property Rights are valid, subsisting, and enforceable. The Corporation has the sole and exclusive right to bring a Claim or suit against any third party’s infringement of the Corporation Intellectual Property Rights and to retain for itself any damages recovered in any such action.
(b) The Corporation owns and has good and exclusive right, title, and interest in and to each item of Corporation-Owned IP and each of the Corporation IP Registrations, free and clear of all Encumbrances and licenses other than the Outbound Licenses. The right, license, and interest of the Corporation in and to all Third-Party IP are free and clear of all Encumbrances (other than restrictions contained in the applicable written license agreements with such third parties and Outbound Licenses).
(c) Other than the Corporation IP Agreements, there are no Contracts governing or relating to any Corporation IP. The Corporation has provided to Parent accurate and complete copies of all Corporation IP Agreements.
(d) The Corporation has not, directly or indirectly, (i) transferred ownership of, or granted any exclusive license in relation to, any Corporation IP to, any Person, (ii) permitted any Person to offer the Corporation IP or Corporation Products as a service or to resell, market, reproduce, distribute, or sublicense the Corporation IP or Corporation Products, or (iii) permitted the rights of the Corporation in any Corporation IP to lapse or enter the public domain.
Intellectual Property Generally. Upon request of the Secured Party, execute and deliver any and all agreements, instruments, documents, and papers as the Secured Party may reasonably request to evidence the Secured Party’s security interest in the Intellectual Property and the general intangibles relating thereto including, without limitation, the goodwill of the Obligors and their Subsidiaries relating thereto or represented thereby (or such other Intellectual Property or the general intangibles relating thereto or represented thereby as the Secured Party may reasonably request).
Intellectual Property Generally. Except as otherwise expressly set forth herein or in a separate written agreement between the Parties, all information received from RELYPSA in connection with the performance of this Agreement or obtained as a result of LANXESS’s performance of this Agreement, including the information contained in the Master Batch Record or Batch records, results, data, reports, final reports, laboratory work sheets, information about API, Bulk Intermediates or Bulk Drug, Manufacturing Records and other Manufacturing information (“RELYPSA Information”), shall be the sole and exclusive property of RELYPSA; provided however, RELYPSA Information shall not include LANXESS Intellectual Property, except for Know-How that is included in Discoveries. RELYPSA shall be free to disclose and use RELYPSA Information for any purpose, including the manufacture (directly or through a Third Party), use, sale, commercialization or other exploitation of the Product; provided further, that RELYPSA shall not disclose any LANXESS Intellectual Property (including Know-How) in any Batch record, the Master Batch Record or any other Manufacturing Record to any MFA, Bulk Intermediate, API, or Bulk Drug manufacturer that is a Competitor of LANXESS, without the prior written consent of LANXESS.
Intellectual Property Generally. Each Party shall be solely responsible for the costs of filing, prosecution and maintenance of patents and patent applications on its own [ ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Intellectual Property Generally. The User agrees that any and all intellectual property rights of CAD COW’s Platform or the Services belong to CAD COW, including but not limited to database rights, logos, copyright, registered and unregistered design rights, patents, registered and unregistered trademarks and other similar rights, wherever existing in the world, together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set out in CAD COW’s Platform or the Services are the property of their respective owners. CAD COW is not responsible for any breach by the User nor any other user related to intellectual property. CAD COW is not responsible for any claim or dispute arising from intellectual property of the product of the Professional Services. The User is responsible for making any arrangements or agreements with any other user that the User deems necessary with respect to intellectual property and moral rights concerning any Engagement or Professional Services. CAD COW is not responsible for any breach by the User related to Intellectual Property.
Intellectual Property Generally. Except for items not material to the business of the Company, all intellectual property, trademarks, service marks, trade dress, logos and trade names and registrations and applications for registration thereof, and all renewals and extensions thereof, together with the good will associated therewith; all license agreements relating to patents and/or inventions, and all patents and patent applications or their equivalent and copyrights and registrations and for registration thereof, and trade secrets and confidential business information and know-how, owned or licensed to Company which are of any value or importance to its business or which it is authorized to use in the production or marketing of any products now produced or proposed to be product or marketed (collectively the "Intellectual Property") are listed or identified in Exhibit 2.1(dd)(ii), and to the extent indicated therein have been duly registered in, filed in or issued by the United States Patent and Trademark Office or other appropriate governmental office. Except as set forth in Exhibit 2.1(dd)(ii), Company is the sole person entitled to use the Intellectual Property, free and clear of any claims or demands of any other person; Company does not require the consent of any other person to use any of the Intellectual Property; Company does not know of any encumbrances thereon; Company pays no licensing fee, royalty or other payment to any other person with respect to any of the Intellectual Property or the use thereof; and Company's right to use and transfer any and all of the Intellectual Property is perpetual and unrestricted. The Company has no knowledge of any claims or demands of any other person or entity pertaining to any of the Intellectual Property and has no knowledge of any proceedings which have been instituted or are pending or threatened which challenge the rights of Company with respect thereto, or that any of the Intellectual Property infringes or is being infringed upon by others or is subject to any outstanding order, decree, judgment or stipulation.
