Intellectual Property Rights and Government Approvals Sample Clauses

Intellectual Property Rights and Government Approvals. Included in Section 4.8.1 of the Disclosure Schedule is a true and complete list of all patents, trademarks, service marks, trade names, copyrights (which have been filed with the federal copyright authorities) and rights or licenses to use the same, and any and all applications therefor, presently owned or held by the Company or any of its Subsidiaries. Such patents, trademarks, service marks, trade names, copyrights and rights or licenses to use the same, and any and all applications therefor, as well as all trade secrets and similar proprietary information owned or held by the Company or any of its Subsidiaries, are all that are required to enable the Company or any of its Subsidiaries to conduct its business as now conducted, and the Company and each of its Subsidiaries believe that they either now own, have the right to use, possesses or will be able to obtain possession of or develop, and (with respect to its trade secrets and similar proprietary information) have provided adequate safeguards and security for the protection of, all such rights which it will require to conduct their business as proposed to be conducted. Neither the Company nor any of its Subsidiaries nor any member of the Executive Management Team has received any formal or informal notice of infringement or other complaint that the Company’s or any Subsidiary’s operations traverse or infringe rights under patents, trademarks, service marks, trade names, trade secrets, copyrights or licenses or any other proprietary rights of others, nor do the Company or any of its Subsidiaries or members of the Executive Management Team have any reason to believe that there has been any such infringement. To the Executive Management Team’s Best Knowledge, no person affiliated with the Company or any of its Subsidiaries has wrongfully employed any trade secrets or any confidential information or documentation proprietary to any former employer, and no person affiliated with the Company or any of its Subsidiaries has violated any confidential relationship which such person may have had with any third party. To the Executive Management Team’s Best Knowledge, the Company and each of its Subsidiaries has and will have full right and authority to utilize the processes, systems and techniques presently employed by it in the design, development and manufacture of its present products and all of its other present or presently contemplated products and all rights to any processes, systems and techniques devel...
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Intellectual Property Rights and Government Approvals. The patents, trademarks, service marks, trade names, copyrights and rights or licenses to use the same, and any and all applications therefor, as well as the trade secrets and similar proprietary information, owned or held by the Company (the "Intellectual Property Rights") are all that are required to enable the Company to conduct its business as now conducted, except for such failures to own or hold as, in the aggregate, would not have a Material Adverse Effect. As of the date hereof, there is no individual Intellectual Property Right for which the Company has paid or currently pays in excess of $5,000 per annum for the right to use. As of the date hereof, the Company has not received any formal or informal notice of infringement or other complaint that the Company's operations traverse or infringe rights under patents, trademarks, service marks, trade names, trade secrets, copyrights or licenses or any other proprietary rights of others. As of the date hereof, the Company has no reason to believe that there has been any such infringement. No person affiliated with the Company has wrongfully employed, in connection with their affiliation with the Company, any trade secrets or any confidential information or documentation proprietary to any former employer, and, to the Company's Best Knowledge, no person affiliated with the Company has violated any confidential relationship which such person may have had with any third party except for any such wrongful employment or violations as, in the aggregate would not have a Material Adverse Effect. The Company has the right and authority to utilize the processes, systems and techniques presently employed by it in the design, development and manufacture of its present products and all rights to any material processes, systems and techniques developed by any employee or consultant of the Company have been and will be duly and validly assigned to the Company, except to the extent the failure to have such right or authority or to obtain such assignment, in the aggregate, would not have a Material Adverse Effect. Except as set forth in Exhibit 3.6, as of the date hereof no royalties, honoraria or fees are or will be payable by the Company to other persons by reason of the ownership or use by the Company of Intellectual Property Rights. The Company has all governmental approvals, authorizations, consents, licenses and permits necessary or required to conduct its business except for such approvals, authorizations, consen...
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Intellectual Property Rights and Government Approvals. Included in Exhibit
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Intellectual Property Rights and Government Approvals. (a) Schedule 3.5.1 is a true and complete list and summary description of all patents, trademarks, service marks, trade names, registered copyrights , and any and all applications for the foregoing, all licenses and rights to use the foregoing, and all trade secrets and similar proprietary information owned by the Company or its Subsidiaries, including unregistered copyrighted material necessary or required to conduct their respective businesses as now conducted and as described in its Securities Filings and Section 5.4(a) of this Agreement (collectively, the "Company IP"). To the Knowledge of the Company, the Company IP consists of all the intellectual property rights necessary or required to enable the Company and its Subsidiaries to conduct their respective businesses as now conducted and as described in its Securities Filings and Section 5.4(a) of this Agreement. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, All Company IP is owned by the Company or ABC-NY as listed by entity on Schedule 3.5.1 and no other Subsidiary has any rights or interest in or any claim to any Company IP, except that Advance Biofactures of Curacao N.V, a Netherlands Antilles company (AB-Curacao"). is a party to certain foreign patent applications as indicated on Schedule 3.5.1. Prior to the date hereof, BSTC has caused AB-Curacao to file with the United States Patent and Trademark Office, and ABC-NY has cooperated in such action and executed, as necessary, all documents required to evidence the transfer of all Company IP assigned and sold by AB-Curacao to ABC-NY pursuant to that certain Assignment of Intellectual Property, dated as of June 5, 2003 (the "IP Assignment"). BSTC or ABC-NY has delivered copies of such filings to the Investor prior to the date hereof and shall deliver copies of all recorded documents to Investor upon receipt. Notwithstanding anything to the contrary contained in the IP Assignment, AB-Curacao has assigned all licenses, sublicenses, agreements or permissions related to the Company IP assigned under the IP Assignment and the assignment of the foregoing items related to the Company IP did not and does not violate any provision of such items or any law, judgment or order applicable to such assigned items or their assignment.
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Intellectual Property Rights and Government Approvals. Except as set forth on ITEM 4.1.17(A) ("Intellectual Property Rights") of the Disclosure Schedule hereto, the Company and its Subsidiaries have all patents, trademarks, service marks, trade names, copyrights, rights or licenses to use the same, and any and all applications therefor (collectively, the "INTELLECTUAL PROPERTY"), necessary to permit the Company and its Subsidiaries to conduct their business as currently conducted and as contemplated to be conducted, except where the failure to own or hold any Intellectual Property would not in the aggregate constitute a Material Adverse Effect. Except as set forth on ITEM 4.1.17(A) of the Disclosure Schedule hereto, neither the Company nor any of its Subsidiaries has received any formal or informal notice of infringement or other complaint that any of their operations infringe any rights under any Intellectual Property or any other proprietary rights of any other Person, nor does the Company or any of its Subsidiaries have any reason to believe that there has been any such 18 infringement that would constitute a Material Adverse Effect. Except as set forth on ITEM 4.1.17(B) ("Royalties and Other Fees") of the Disclosure Schedule hereto, no royalties, honorariums or fees are or will be payable by the Company or any of its Subsidiaries to any other Person by reason of the ownership or use by any of them of any Intellectual Property.
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Related to Intellectual Property Rights and Government Approvals

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

  • Third Party Intellectual Property Rights You acknowledge that, in respect of any Third Party Intellectual Property Rights in the Services, Your use of any such Intellectual Property Rights is conditional on Us obtaining a written licence from the relevant licensor on such terms as will entitle Us to license such rights to You. We shall provide the Third Party Applications or Third Party Services under the standard licence terms provided by the relevant third parties (the Third Party End User Licence(s), copies of which shall be provided to You), and You agree to be bound to the relevant third parties by such licence terms. You shall comply with the Third-Party End User Licences and shall indemnify and hold Us harmless against any loss of damage which We may suffer or incur as a result of Your breach of such terms howsoever arising.

  • Intellectual Property Licenses Notwithstanding anything to the contrary contained in the TSA, and except as otherwise provided in Section 5.13 of the SPA, it shall be the responsibility of the Receiving Party (at the Receiving Party’s sole cost and expense) to obtain all licenses associated with the use of third party intellectual property, including but not limited to copyrights (e.g., software), trademarks and patents (and/or consents and extensions relating to such licenses), if any, necessary for the provision of Services to the Receiving Party during the Term. The Service Provider agrees to use commercially reasonable efforts to assist the Receiving Party in its negotiations with any licensors from whom the Receiving Party may require such a license (or consent or extension) during the Term. In the event the Receiving Party is unable to obtain a necessary license, consent or extension, the Services related to such license shall be removed from the scope of the TSA, without a reduction in fees or payments owed by the Receiving Party under the TSA. In all events, and in addition to (and not in limitation of) any similar rights that the Service Provider may have under the TSA, the Receiving Party shall indemnify, defend and hold the Service Provider harmless from and against any actions, liabilities and/or claims relating to the licenses and the license matters discussed in this provision. The Receiving Party’s obligation to pay any fees under this Section 1.5 shall apply whether or not such claims for fees arise from the Receiving Party’s continued or past access to or benefit from third party intellectual property. The Receiving Party also acknowledges the Service Provider’s right to initiate discussion with third party licensors that may involve the Receiving Party’s use of intellectual property. All negotiated agreements with third party licensors for the future use of or rights to intellectual property and associated services shall be at the cost of the Service Provider, provided that the Receiving Party shall bear the cost of incremental third party use fees which are specifically identified in the agreements with the third party licensors and which relate solely to the Receiving Party’s use (“Incremental License Fees”). Such Incremental License Fees shall be approved in advance in writing by the Receiving Party, which approval shall not be unreasonably withheld or delayed.

  • Transfer of Intellectual Property Rights Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof.

  • Intellectual Properties (a) All ownership, copyright, patent, trade secrecy and other rights in all works, designs, inventions, ideas, manuals, improvements, discoveries, processes, customer lists or other properties (the "Intellectual Properties") made or conceived by Executive during the term of his/her employment by the Company shall be the rights and property solely of the Company, whether developed independently by Executive or jointly with others, and whether or not developed or conceived during regular working hours or at the Company's facilities, and whether or not the Company uses, registers, or markets the same.

  • 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.

  • Ownership of Intellectual Property Rights 1. 3. 1. Your only right to use the Software is by virtue of this License and you acknowledge that all intellectual property rights in or relating to the Software and all parts of the Software are and shall remain the exclusive property of Traction Software Limited or its licensors.

  • Protection of Intellectual Property Rights (a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent.

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