Common use of INTELLECTUAL PROPERTY RIGHTS; NAMES Clause in Contracts

INTELLECTUAL PROPERTY RIGHTS; NAMES. Except as set forth on EXHIBIT 2.12, Dentist has no right, title or interest in or to patents, patent rights, corporate names, assumed names, manufacturing processes, trade names, trademarks, service marks, inventions, specialized treatment protocols, copyrights, formulas and trade secrets or similar items. Set forth in EXHIBIT 2.12 is a listing of all names of all predecessor companies of Dentist, including the names of any entities from whom Dentist previously acquired significant assets. Except for off-the-shelf software licenses and except as set forth on EXHIBIT 2.12, Dentist is not a licensee in respect of any patents, trademarks, service marks, trade names, copyrights or applications therefor, or manufacturing processes, formulas or trade secrets or similar items and no such licenses are necessary for the conduct of the Business or the use of the Assets. No claim is pending or has been made to the effect that the Assets or the present or past operations of Dentist in connection with the Assets or Business infringe upon or conflict with the asserted rights of others to any patents, patent rights, manufacturing processes, trade names, trademarks, service marks, inventions, licenses, specialized treatment protocols, copyrights, formulas, know-how and trade secrets. Dentist has the sole and exclusive right to use all Assets constituting proprietary rights without infringing or violating the rights of any third parties and no consents of any third parties are required for the use thereof by Pentegra.

Appears in 17 contracts

Samples: Asset Contribution Agreement (Pentegra Dental Group Inc), Asset Contribution Agreement (Pentegra Dental Group Inc), Asset Contribution Agreement (Pentegra Dental Group Inc)

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INTELLECTUAL PROPERTY RIGHTS; NAMES. Except as set forth on EXHIBIT 2.12, Dentist Contributor has no right, title or interest in or to patents, patent rights, corporate names, assumed names, manufacturing processes, trade names, trademarks, service marks, inventions, specialized treatment protocols, copyrights, formulas and trade secrets or similar items. Set forth in EXHIBIT 2.12 is a listing of all names of all predecessor companies of DentistContributor, including the names of any entities from whom Dentist Contributor previously acquired significant assets. Except for off-the-shelf software licenses and except as set forth on EXHIBIT 2.12, Dentist Contributor is not a licensee in respect of any patents, trademarks, service marks, trade names, copyrights or applications therefor, or manufacturing processes, formulas or trade secrets or similar items and no such licenses are necessary for the conduct of the Business or the use of the Assets. No claim is pending or has been made to the effect that the Assets or the present or past operations of Dentist Contributor in connection with the Assets or Business infringe upon or conflict with the asserted rights of others to any patents, patent rights, manufacturing processes, trade names, trademarks, service marks, inventions, licenses, specialized treatment protocols, copyrights, formulas, know-how and trade secrets. Dentist Contributor has the sole and exclusive right to use all Assets constituting proprietary rights without infringing or violating the rights of any third parties and no consents of any third parties are required for the use thereof by Pentegra.

Appears in 14 contracts

Samples: Asset Contribution Agreement (Pentegra Dental Group Inc), Asset Contribution Agreement (Pentegra Dental Group Inc), Asset Contribution Agreement (Pentegra Dental Group Inc)

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INTELLECTUAL PROPERTY RIGHTS; NAMES. Except as set forth on EXHIBIT 2.12, Dentist has Contributors have no right, title or interest in or to patents, patent rights, corporate names, assumed names, manufacturing processes, trade names, trademarks, service marks, inventions, specialized treatment protocols, copyrights, formulas and trade secrets or similar items. Set forth in EXHIBIT 2.12 is a listing of all names of all predecessor companies of DentistContributors, including the names of any entities from whom Dentist Contributors previously acquired significant assets. Except for off-the-shelf software licenses and except as set forth on EXHIBIT 2.12, Dentist is Contributors are not a licensee in respect of any patents, trademarks, service marks, trade names, copyrights or applications therefor, or manufacturing processes, formulas or trade secrets or similar items and no such licenses are necessary for the conduct of the Business or the use of the Assets. No claim is pending or has been made to the effect that the Assets or the present or past operations of Dentist Contributors in connection with the Assets or Business infringe upon or conflict with the asserted rights of others to any patents, patent rights, manufacturing processes, trade names, trademarks, service marks, inventions, licenses, specialized treatment protocols, copyrights, formulas, know-how and trade secrets. Dentist has Contributors have the sole and exclusive right to use all Assets constituting proprietary rights without infringing or violating the rights of any third parties and no consents of any third parties are required for the use thereof by Pentegra.

Appears in 1 contract

Samples: Asset Contribution Agreement (Pentegra Dental Group Inc)

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