Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 5 contracts
Samples: Underwriting Agreement (TELA Bio, Inc.), Underwriting Agreement (TELA Bio, Inc.), Underwriting Agreement (TELA Bio, Inc.)
Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses forpossess sufficient rights to use, all trademarks, service marks, trade names (including all goodwill associated with the inventionsforegoing), patent applications, patents, trademarks, trade names, service namesrights, copyrights, domain names, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other intellectual property described in the Registration Statementand similar rights, the Time of Sale Prospectus including registrations and the Prospectus as being owned applications for registration thereof (collectively, “Intellectual Property Rights”) used in, or licensed by them or which are necessary for the conduct of their respective businesses as currently the business now conducted or as currently proposed in the Registration Statement and the Prospectus to be conducted (collectively, “Intellectual Property”), and by the conduct of their respective businesses does not and will not infringe, misappropriate Company or otherwise conflict with any such rights of others, in each case in any material respectits subsidiaries. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or Statement and the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no rights of third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed Rights owned or purported to be owned by the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation misappropriation, breach, default or dilution by third parties other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by any third party of any of the Intellectual Property; Property Rights of the Company or any of its subsidiaries, (iii) none of the Intellectual Property Rights used or held for use by the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries in their businesses has received been obtained or is being used or held for use by the Company or any notice of infringement its subsidiaries in violation of any contractual obligation binding on the Company or conflict with asserted any of its subsidiaries or in violation of any rights of others with respect to any of the foregoing whichthird party, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viiiiv) the Company and its subsidiaries have taken all reasonable steps in accordance with normal industry practice to protect, maintain and safeguard their the confidentiality of all Intellectual Property, and (iv) no employee Property Rights the value of the Company is in or has been in violation 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 which to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violatessubsidiary is contingent upon maintaining the confidentiality thereof, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither (v) the Company nor its subsidiaries is not obligated to pay a material royalty, grant a license or optionto, or provide other material consideration to any third party in connection with the Company’s Company Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed (vi) to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications all Intellectual Property Rights owned by, or exclusively licensed to, the Company or any subsidiaryof its subsidiaries are valid and enforceable. Neither the Company nor any of its subsidiaries has materially infringed, misappropriated or otherwise violated the Intellectual Property Rights of any third party, and neither the manufacture of, nor the use or sale of, any of the product candidates described in the Registration Statement and the Prospectus, would materially infringe or otherwise violate the Intellectual Property Rights of any third party. Except as disclosed in the Registration Statement and the Prospectus, there is no pending or threatened action, suit, proceeding or claim by any third party (A) challenging the Company’s or any of its subsidiaries’ rights in or to, or alleging the violation of any of the terms of, any of their Intellectual Property Rights, (B) challenging the validity, enforceability or scope of any Intellectual Property Rights owned by, or exclusively licensed to, the Company or any of its subsidiaries, or (C) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property Rights of any third party, and in the case of each of (A), (B) and (C) above, the Company is unaware of any fact which would form a reasonable basis for any such action, suit, proceeding or claim.
Appears in 4 contracts
Samples: Open Market Sale Agreement (Eiger BioPharmaceuticals, Inc.), Open Market Sale Agreement (Eiger BioPharmaceuticals, Inc.), Open Market Sale Agreement (Eiger BioPharmaceuticals, Inc.)
Intellectual Property Rights. The Except as set forth in Schedule 3(x), the Company and its subsidiaries own, Subsidiaries own or have obtained valid possess adequate rights or licenses to use (A) patents (and enforceable licenses for, the inventionsany renewals and extensions thereof), patent applicationsrights (and any applications therefor), patents, rights of priority and other rights in inventions; (B) trademarks, trade names, service names, copyrightsmarks, trade secrets names and trade dress, and all registrations and applications therefor and all legal and common-law equivalents of any of the foregoing; (C) copyrights and rights in mask works (and any applications or registrations for the foregoing, and all renewals and extensions thereof), common-law copyrights and rights of authorship including all rights to exploit any of the foregoing in any media and by any manner and means now known or hereafter devised; (D) industrial design rights, and all registrations and applications therefor; (E) rights in data, collections of data and databases, and all legal or common-law equivalents thereof; (F) rights in domain names and domain name reservations; (G) rights in trade secrets, proprietary information and know-how (collectively, "Intellectual Property Rights"), collectively with all licenses and other intellectual property agreements providing the Company or its Subsidiaries the Intellectual Property Rights material to the operation of their businesses as now conducted and as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respectSEC Documents. Except as otherwise disclosed set forth in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledgeSchedule 3(x), none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries Subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to knowledge that any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner them has infringed on any of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in Rights of any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in Person or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting knowledge that the Company or any of its subsidiaries infringes Subsidiaries is infringing on any of the Intellectual Property Rights of any Person. There is no action, suit, hearing, claim, notice of violation, arbitration or otherwise violatesother proceeding, hearing or investigation that is pending, or wouldto the Company's knowledge, upon is threatened against, the commercialization Company regarding the infringement of any product of the Intellectual Property Rights. The Company is not, to its knowledge, making unauthorized use of any confidential information or service described in the Registration Statementtrade secrets of any third party, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither Company has not received any notice of any asserted infringement (nor is the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to aware of any reasonable basis for any third party in connection asserting an infringement) by the Company of, any rights of a third party with the Company’s respect to any Intellectual PropertyProperty Rights that if proven would have a Material Adverse Effect. The Company and its subsidiaries Subsidiaries have complied in taken reasonable security measures to protect the secrecy, confidentiality and value of all material respects with the terms of each agreement pursuant to which their Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryRights.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Minrad International, Inc.), Securities Purchase Agreement (Minrad International, Inc.), Securities Purchase Agreement (Minrad International, Inc.)
Intellectual Property Rights. The Company Company, each Subsidiary and its subsidiaries owneach Consolidated Affiliated Entity owns, possesses or have obtained valid licenses, and otherwise has legally enforceable licenses for, the inventionsrights to use all patents, patent applications, patents, trademarks, trade names, service copyrights, domain names, copyrightslicenses, approvals and trade secrets and other intellectual property described (collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted or, otherwise, as disclosed in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus as being owned Prospectus, except to the extent such failure to own, possess or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed have other rights to use such Intellectual Property would not be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, expected to result in each case in any material respecta Material Adverse Change. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Disclosure Package and the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there the Company, its Subsidiaries and the Consolidated Affiliated Entities have not received any written notice of infringement or conflict with asserted Intellectual Property Rights of others; (ii) the Company, its Subsidiaries and the Consolidated Affiliated Entities are no third parties who have rights not a party to or bound by any Intellectual Propertyoptions, except for customary reversionary rights of third-party licensors licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that is disclosed are required to be set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has are not granted any described in all material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Propertyrespects; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any none of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required technology employed by the U.S. Patent Company, its Subsidiaries and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or Consolidated Affiliated Entities has been obtained or is being used by the Company, its Subsidiaries and the Consolidated Affiliated Entities in violation 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 contractual obligation binding on the Company. There is no pending , its Subsidiaries and the Consolidated Affiliated Entities or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: in violation of the rights of any persons; and (Aiv) challenging the Company’s rights in or , its Subsidiaries and the Consolidated Affiliated Entities are not subject to any Intellectual Property; (B) challenging the validityjudgment, enforceability order, writ, injunction or scope decree of any court or any governmental department, commission, board, bureau, agency or instrumentality, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryRights.
Appears in 4 contracts
Samples: Underwriting Agreement (Chanson International Holding), Underwriting Agreement (Chanson International Holding), Underwriting Agreement (Chanson International Holding)
Intellectual Property Rights. (a) The Company and its subsidiaries owneach Subsidiary owns and possesses all right, title and interest in and to, or have obtained has a valid and enforceable licenses forlicense to use, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time all of Sale Prospectus and the Prospectus its Proprietary Rights (as being owned or licensed by them or which are defined below) necessary for the conduct operation of their respective businesses its business as currently presently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property Proprietary Rights have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; abandoned;
(viiib) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or No claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging third party contesting the validity, enforceability enforceability, use or scope ownership of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property such Proprietary Rights has been licensed to the Company or any subsidiarymade, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights haveis currently outstanding or, to the knowledge of the Company, been duly is threatened, and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company there is no reasonable basis for any such claim.
(c) Neither the Company, the parties prosecuting such applications have complied with their duty any Subsidiary nor any registered agent of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents foregoing has received any notice of, nor is the Company aware of any reasonable basis for an allegation of, any infringement or patent applications owned misappropriation by, or exclusively conflict with, any third party with respect to such Proprietary Rights, nor has the Company, any Subsidiary or any registered agent of any of them received any claim of infringement or misappropriation of or other conflict with any Proprietary Rights of any third party.
(d) Neither the Company nor any Subsidiary has infringed, misappropriated or otherwise violated any Proprietary Rights of any third parties, and the Company is not aware of any infringement, misappropriation or conflict which will occur as a result of the continued operation of the Company or any Subsidiary as presently operated and as contemplated to be operated or as a result of the consummation of the transactions contemplated hereby.
(e) All employees who have contributed to or participated in the conception and/or development of all or any part of the Proprietary Rights which are not licensed to the Company or its subsidiaries a Subsidiary from a third party either (i) have been party to a “work-for-hire” arrangement or agreement with the Company or the Subsidiary, in accordance with applicable federal and there are no facts required to be disclosed state law, that has accorded the Company or the Subsidiary full, effective, exclusive, and original ownership of all tangible and intangible property thereby arising or (ii) have executed appropriate instruments of assignment in favor of the Company or the Subsidiary as assignee that have conveyed to the USPTO Company or the Subsidiary full, effective and exclusive ownership of all tangible and intangible property thereby arising.
(f) The consummation of the transactions contemplated by this Agreement will not adversely affect the right of the Company or any Subsidiary to continue to use the Proprietary Rights. To the extent that were not disclosed the registration of any Proprietary Right is required by law, such Proprietary Right has been duly and validly registered or filed, and any fees that are necessary to maintain in force any Proprietary Rights or registrations thereof have been paid. Schedule 3.16(f) sets forth a list and description of the USPTO copyrights, trademarks, service marks, trade dress, trade names and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development domain names used or held by the Company or any subsidiary fall within Subsidiary and, where appropriate, the scope date, serial or registration number, and place of any registration thereof.
(g) As used herein, the claims term “Proprietary Rights” means all proprietary information of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarySubsidiary, as the case may be, including all patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice), all trademarks, service marks, trade dress, trade names, corporate names, domain names, copyrights, all trade secrets, confidential information, ideas, formulae, compositions, know-how, processes and techniques, drawings, specifications, designs, logos, plans, improvements, proposals, technical and computer data, documentation and software, financial, business and marketing plans, and related information and all other proprietary, industrial or intellectual property rights relating to the business of the Company or any Subsidiary.
Appears in 4 contracts
Samples: Purchase Agreement (Encompass Group Affiliates, Inc), Purchase Agreement (Advanced Communications Technologies Inc), Purchase Agreement (Act-De LLC)
Intellectual Property Rights. The Company and or its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which and which, to the Company’s knowledge, are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, unenforceable in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for a determination that any issued patent within the Intellectual Property is unenforceable or cannot be asserted in good faith. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary the rights of third-party licensors licensors, including customary reversionary rights, with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, ; and the Company has not granted (ii) there is no infringement by third parties of any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except Property. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; , to the Company’s knowledge: (iii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; Property (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe infringe, misappropriate or otherwise violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the ProspectusCompany is unaware of any facts which would form a reasonable basis for such others to bring and maintain any such action, neither suit, proceeding or claim, except as would not reasonably be expected to have a Material Adverse Effect; (ii) none of the technology employed by the Company nor and its subsidiaries has been obtained or is obligated being used by the Company or its subsidiaries in violation of any contractual obligation binding on the Company or its subsidiaries or, to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The knowledge, upon any officers, directors or employees of the Company or its subsidiaries; and (iii) the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 4 contracts
Samples: Underwriting Agreement (Osmotica Pharmaceuticals PLC), Underwriting Agreement (Osmotica Pharmaceuticals PLC), Underwriting Agreement (Osmotica Pharmaceuticals PLC)
Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses forpossess sufficient rights to use, all trademarks, service marks, trade names (including all goodwill associated with the inventionsforegoing), patent applications, patents, trademarks, trade names, service namesrights, copyrights, domain names, licenses, approvals, trade secrets secrets, inventions, technology, know-how and other intellectual property described and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) used in, or necessary for the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither (i) there are no rights of third parties to any of the Intellectual Property Rights owned or purported to be owned by the Company nor or its subsidiaries, (ii) there is no infringement, misappropriation, breach, default or other violation, or the occurrence of any event that with notice or the passage of time would constitute any of the foregoing, by any third party of any of the Intellectual Property Rights of the Company or any of its subsidiaries, (iii) none of the Intellectual Property Rights used or held for use by the Company or any of its subsidiaries in their businesses has been obtained or is being used or held for use by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or in violation of any rights of any third party, (iv) the Company and its subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property Rights the value of which to the Company or any subsidiary is contingent upon maintaining the confidentiality thereof, (v) the Company is not obligated to pay a material royalty, grant a license or optionto, or provide other material consideration to any third party in connection with the Company Intellectual Property, and (vi) to the Company’s Intellectual Property. The Company and its subsidiaries have complied in knowledge, all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryRights owned by, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to to, the Company or any of its affiliates or under which subsidiaries are valid and enforceable. Neither the Company or nor any of its affiliates subsidiaries has rights havematerially infringed, to misappropriated or otherwise violated the knowledge Intellectual Property Rights of any third party, and neither the Companymanufacture of, been duly and properly filed and each issued patent is being diligently maintained; to nor the knowledge of the Companyuse or sale of, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, would materially infringe or otherwise violate the Intellectual Property Rights of any third party. Except as disclosed in the Registration Statement, the Time of Sale Prospectus as under development and the Prospectus, there is no pending or threatened action, suit, proceeding or claim by any third party (A) challenging the Company Company’s or any subsidiary fall within of its Subsidiaries’ rights in or to, or alleging the violation of any of the terms of, any of their Intellectual Property Rights, (B) challenging the validity, enforceability or scope of the claims of one or more patents or patent applications any Intellectual Property Rights owned by, or exclusively licensed to, the Company or any subsidiaryof its subsidiaries, or (C) alleging that the Company or any of its subsidiaries has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property Rights of any third party, and in the case of each of (A), (B) and (C) above, the Company is unaware of any fact which would form a reasonable basis for any such action, suit, proceeding or claim.
Appears in 4 contracts
Samples: Underwriting Agreement (Eiger BioPharmaceuticals, Inc.), Underwriting Agreement (Eiger BioPharmaceuticals, Inc.), Purchase Agreement (Eiger BioPharmaceuticals, Inc.)
Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to To the Company’s knowledge, none the Company has, or can acquire on reasonable terms, ownership of and/or license to, or otherwise has the right to use, all inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), patents and patent rights trademarks, service marks and trade names and copyrights (collectively “Intellectual Property”) material to carrying on its businesses as described in the Pricing Prospectus. The Company has not received any written notice relating to any Intellectual Property, including written notice of: (A) infringement or misappropriation of, or conflict with, any Intellectual Property of a third party; (B) asserted rights of others with respect to any Intellectual Property of the Company; or (C) assertions that any Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be is invalid or unenforceableotherwise inadequate to protect the interest of the Company, that in whole each case (if the subject of any unfavorable decision, ruling or finding), individually or in partthe aggregate, would have or would reasonably be expected to have a Material Adverse Change. To the Company’s knowledge: (i) , there are no third parties who have been able to establish any material rights to any Intellectual Property, except for customary reversionary the retained rights of third-party the owners or licensors with respect to of any Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the validity, enforceability or scope of any Intellectual Property of the Company in any material respect or (B) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of Property in any Intellectual Property; material respect or (C) asserting that the Company or any of its subsidiaries infringes materially infringes, misappropriates or otherwise violates, violates or would, upon the commercialization of conflicts with any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have has complied in all material respects with the terms of each agreement described in the Registration Statement, Pricing Disclosure Package or Prospectus pursuant to which any Intellectual Property has been is licensed to the Company or any subsidiaryCompany, except for such noncompliance as did not have a Material Adverse Change, and all such agreements related to products currently made or sold by the Company, or to product candidates currently under development, are in full force and effect. All patents and patent applications owned by issued in the name of, or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights haveassigned to, to the knowledge of the Company, and all patent applications made by or on behalf of the Company (collectively, the “Company Patents”) have been duly and properly filed and each issued patent is being diligently maintained; filed, except for such failures to file as would reasonably be expected to result in a Material Adverse Change. The Company has no knowledge of any material information that was required to be disclosed to the knowledge of United States Patent and Trademark Office (the Company, the parties prosecuting such applications have complied with their duty of disclosure “PTO”) but that was not disclosed to the USPTOPTO with respect to any issued Company Patent, or that is required to be disclosed and has not yet been disclosed in any pending application in the Company Patents and that would preclude the grant of a patent on such application. To the Company’s knowledge, there are no material defects in any the Company is the sole owner of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryPatents.
Appears in 4 contracts
Samples: Underwriting Agreement (Trxade Group, Inc.), Underwriting Agreement (Bionik Laboratories Corp.), Underwriting Agreement (Trxade Group, Inc.)
Intellectual Property Rights. The Company and its subsidiaries own(a) Other than a patent application submitted to the French patent office which was subsequently withdrawn, there are no Intellectual Property Rights in respect of the Technique which have been registered, or for which applications for registration have obtained valid and enforceable licenses forbeen filed, by or on behalf of the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case Assignor in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, jurisdiction.
(b) There are no Contracts relating to the Company’s knowledge, none of the Intellectual Property Rights
(c) Neither the Technique nor the Intellectual Property Rights were developed by or on behalf of or using grants, subsidies, compensation, or the Company has been adjudged by a court facilities of competent jurisdiction any academic or research institution or governmental authority, other than research and development tax credits and other similar tax or governmental benefits that are available to be invalid or unenforceablethe general public, in whole or in part. To and that do not obligate the Company’s knowledge: (i) there are no third parties who have rights Assignor to transfer title to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect Property Rights owned or purported to Intellectual Property that is disclosed in be owned by the Registration Statement, Assignor or impose any licensing obligations on the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or Assignor with respect to such Intellectual Property except as otherwise disclosed in Rights
(d) There are no Claims by the Registration StatementAssignor relating to breaches, Time of Sale Prospectus violations, infringements or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of interferences with any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned Rights by it any other Person and the Assignor has no knowledge of any facts upon which such a Claim could be based. No other Person is using the valid right Technique so as to use breach, violate, infringe or interfere with the Intellectual Property; rights of the Assignor.
(vie) there There are no material defects Claims in any of the patents progress or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s Assignor's knowledge, threatened actionagainst the Assignor relating to the Intellectual Property Rights and there is no valid basis for any such Claim. The use, suitpossession, proceeding reproduction, distribution, sale, licensing, sublicensing or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or other dealings involving any of its subsidiaries infringes or otherwise violatesthe Intellectual Property Rights does not breach, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under developmentviolate, infringe or violate, interfere with any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide any other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryPerson.
Appears in 3 contracts
Samples: Intellectual Property Assignment Agreement, Intellectual Property Assignment Agreement (Loop Industries, Inc.), Intellectual Property Assignment Agreement (First American Group Inc.)
Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property Except (i) as described in the Registration Statement, any Preliminary Prospectus, the Time of Sale Pricing Prospectus or the Prospectus, or (ii) as would not, individually or in the aggregate, have a Material Adverse Change, (A) to the Company’s knowledge, the Company owns or possesses the right to use all patents, trademarks, trademark registrations, service marks, service xxxx registrations, trade names, copyrights, licenses, inventions, software, databases, know-how, Internet domain names, trade secrets and the Prospectus as being owned other unpatented and/or unpatentable proprietary or licensed by them confidential technology and information, systems or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted procedures, and other material intellectual property (collectively, “Intellectual Property”)) necessary to carry on its business as currently conducted, and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of othersas proposed to be conducted, in each case in any material respect. Except as otherwise disclosed described in the Registration Statement, Time any Preliminary Prospectus, the Pricing Prospectus or the Prospectus (collectively, “Company Intellectual Property”) and the Company is not aware of Sale any claim to the contrary or any challenge by any other person or entity to the rights of the Company with respect to the foregoing; (B) each of the agreements described in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, to the Company’s knowledge, none which include licensing or transfer of the Intellectual Property (each an “Intellectual Property Agreement”) are valid, binding upon, and enforceable by or against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the rights of creditors generally and general equitable principles; (C) the Company has been adjudged by a court complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of competent jurisdiction to be invalid or unenforceablebreach of, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesAgreement, and the Company has not granted no knowledge of any material liens, security interests, breach or encumbrances on or with respect anticipated breach by any other person to such any Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the ProspectusAgreement; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iiiD) the Company is has not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied withfrom, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validityby, enforceability or scope of any Intellectual Property; or (C) asserting others that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, any Preliminary Prospectus, the Time of Sale Pricing Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights franchise right of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither any person or entity; (E) the Company nor its subsidiaries is obligated has not instituted, and does not currently plan to pay a material royaltyinstitute, grant a license any claim against any person or option, or provide other material consideration entity for infringement of the Company Intellectual Property; (F) to any third party in connection with the Company’s knowledge, no person or entity infringes or is otherwise in conflict with the Company Intellectual Property; (G) the Company has taken all steps reasonably necessary to protect, maintain and safeguard its rights in all Company Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements; (H) the consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Company Intellectual Property as owned, used or held for use in the conduct of its business; (I) the granted and/or issued Company Intellectual Property owned or licensed by the Company is currently in force and has been properly maintained and has not been adjudged by a court of competent jurisdiction as 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 nor to the Company’s knowledge is there any reasonable basis for such a claim; and (J) the pending government registered Company Intellectual Property owned or licensed by the Company is current, up-to-date and in good standing, and the Company has followed in all material respects all relevant laws, rules, procedures and requirements in the filing, prosecution and maintenance of such pending government registered Intellectual Property in the relevant jurisdiction to which such government registered Company Intellectual Property is pending. The Company and its subsidiaries have has at all times complied in all material respects with all applicable laws relating to privacy, data protection, and the terms collection and use of each agreement pursuant to which Intellectual Property has been licensed to personal information collected, used, or held for use by the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge conduct of the Company’s business. No claims have been asserted or, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the patents transactions contemplated hereby will not breach or patent applications owned byotherwise cause any violation of any law related to privacy, data protection, or exclusively licensed the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company is not a party to or bound by any options, licenses or agreements with respect to the Company Intellectual Property of any other person or its subsidiaries and there entity that are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described set forth in the Registration Statement, any Preliminary Prospectus, the Time of Sale Pricing Prospectus or the Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryare not described therein.
Appears in 3 contracts
Samples: Underwriting Agreement (Tg Therapeutics, Inc.), Underwriting Agreement (Stemline Therapeutics Inc), Underwriting Agreement (Stemline Therapeutics Inc)
Intellectual Property Rights. The Except as disclosed in the Offering Memorandum: (i) the Company and its subsidiaries own, possess or have obtained valid (or can acquire on reasonable terms), adequate proprietary and enforceable licenses forintellectual property rights (under any jurisdiction, including statutory and common law rights), including: patents and applications for the same (including extensions, divisions, continuations, continuations-in-part, reexaminations and reissues of the foregoing); patent rights; licenses; inventions; copyrights and other rights in works of authorship (and registrations and applications for registration of the same); knowhow (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, patent applicationssystems or procedures); trademarks, patents, trademarksservice marks, trade names, service slogans, domain names, copyrights, logos and trade secrets and dress (including all goodwill associated with any of the foregoing); or other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”)) necessary to carry on the business now operated by them, except where the failure to so own, possess or license or have other rights to use or acquire would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Change; (ii) to the knowledge of the Company and its subsidiaries, neither the Company nor any of its subsidiaries, nor the conduct of any of their respective businesses does not businesses, has infringed, misappropriated or violated any Intellectual Property of any person, and will not infringeno person is infringing, misappropriate misappropriating, or otherwise conflict with violating any such rights Intellectual Property owned by the Company or any of others, in each case in any its subsidiaries and material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledgeor any such subsidiary’s business; (iii) neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement, none misappropriation or other violation of the asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property of the Company has been adjudged by a court or any of competent jurisdiction to be its subsidiaries invalid or unenforceable, in whole or in part. To inadequate to protect the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights interest of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more any of its subsidiariessubsidiaries therein, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no which infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) other violation, or invalidity or inadequacy, singly or in the Company is not infringingaggregate, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) the Company and its subsidiaries have taken reasonable measures to protect the confidentiality of their respective trade secrets and confidential information used in the business of the Company and its subsidiaries; and (v) in the past four years, there has been no failure, material substandard performance, or breach of any computer systems of the Company, its subsidiaries or the Guarantors or, to the knowledge of the Company, its subsidiaries or the Guarantors, their respective contractors that has caused any material disruption to the business of the Company or any of its subsidiaries, and neither the Company nor any of its subsidiaries has received provided or been required to provide any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly person regarding any unauthorized use or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation disclosure of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement personal information collected 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim controlled by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarysubsidiaries.
Appears in 3 contracts
Samples: Purchase Agreement (CNX Resources Corp), Purchase Agreement (CNX Resources Corp), Purchase Agreement (CNX Resources Corp)
Intellectual Property Rights. The Company and its subsidiaries own, Subsidiaries (a) own or have obtained valid sufficient right to use, free and enforceable licenses forclear of all liens, the claims and restrictions, all material patents, trade secrets, inventions, patent applicationsknow-how, patentsdesigns, processes, technical data, trademarks, service marks, trade names, service names, copyrights, trade secrets copyrights and other intangible or intellectual property described rights ("INTELLECTUAL PROPERTY RIGHTS") (and licenses with respect to the foregoing) needed for or used in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses its business as currently now conducted or and as currently proposed to be conducted (collectively, “Intellectual Property”)as set forth in the SEC Reports) without infringing upon or otherwise acting adversely to the right or claimed right of any person or entity under or with respect to any of the foregoing, and (b) are not obligated or under any liability whatsoever to make any material payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to, any Intellectual Property Right, with respect to the use thereof or in connection with the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respectbusinesses. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither Neither the Company nor any of its subsidiaries has received Subsidiaries are infringing upon or otherwise acting adversely to the right or, to the Company's knowledge, claimed right of any notice of infringement of person under or conflict with asserted rights of others with respect to any Intellectual Property Right. The Company has not received any written or, to the actual knowledge of any directors or executive officers of the foregoing Company, other communications alleging that the Company or any of its Subsidiaries have violated any Intellectual Property or other proprietary right of any other person or entity, which, singly or in the aggregate, if the subject of an any unfavorable decision, ruling or finding, would reasonably be expected to result in cause a Material Adverse Change; (v) the Effect. The Company has no knowledge of any third party that is the owner infringing or co-owner of the improperly using any Intellectual Property owned Right held by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violatesSubsidiaries, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than and except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, Company SEC Reports neither the Company nor any of its subsidiaries is obligated to pay a material royaltySubsidiaries have instituted any action, grant a license suit or option, or provide other material consideration to proceeding in which an act constituting an infringement of any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which such Intellectual Property has Right was alleged to have been licensed to the Company committed by a third party. There is no claim, action or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned proceeding being made by or exclusively licensed to the Company or any of its affiliates or under which Subsidiaries regarding any of the foregoing Intellectual Property Rights of the Company or any of its affiliates has rights haveSubsidiaries or brought or, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s 's knowledge, there are no material defects in threatened against the Company or any of its Subsidiaries regarding any of the patents or patent applications owned by, or exclusively licensed to foregoing Intellectual Property Rights of the Company or any of its subsidiaries and there are no facts required to be disclosed to Subsidiaries, or the USPTO that were not disclosed to the USPTO and which would preclude the grant use of a patent in connection with any such application. The products described in the Registration Statement, the Time Intellectual Property Rights of Sale Prospectus and the Prospectus as under development any third party by the Company or any subsidiary fall within of its Subsidiaries that, if the scope subject of the claims of one an unfavorable decision, ruling or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryfinding would reasonably be expected to cause a Material Adverse Effect.
Appears in 3 contracts
Samples: Purchase Agreement (24/7 Media Inc), Purchase Agreement (24/7 Media Inc), Series B Preferred Stock Purchase Agreement (24/7 Media Inc)
Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property Except (i) as described in the Registration Statement, any Preliminary Prospectus, the Time of Sale Pricing Prospectus or the Prospectus, or (ii) as would not, individually or in the aggregate, result in a Material Adverse Change, (A) to the Company’s knowledge, the Company owns or possesses the right to use all patents, trademarks, trademark registrations, service marks, service xxxx registrations, trade names, copyrights, licenses, inventions, software, databases, know-how, Internet domain names, trade secrets and the Prospectus as being owned other unpatented and/or unpatentable proprietary or licensed by them confidential technology and information, systems or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted procedures, and other material intellectual property (collectively, “Intellectual Property”)) necessary to carry on its business as currently conducted, and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of othersas proposed to be conducted, in each case in any material respect. Except as otherwise disclosed described in the Registration Statement, Time any Preliminary Prospectus, the Pricing Prospectus or the Prospectus (collectively, “Company Intellectual Property”) and the Company is not aware of Sale any claim to the contrary or any challenge by any other person or entity to the rights of the Company with respect to the foregoing; (B) each of the agreements described in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, to the Company’s knowledge, none which include licensing or transfer of the Intellectual Property (each an “Intellectual Property Agreement”) are valid, binding upon, and enforceable by or against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the rights of creditors generally and general equitable principles; (C) the Company has been adjudged by a court complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of competent jurisdiction to be invalid or unenforceablebreach of, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesAgreement, and the Company has not granted no knowledge of any material liens, security interests, breach or encumbrances on or with respect anticipated breach by any other person to such any Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the ProspectusAgreement; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iiiD) the Company is has not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied withfrom, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validityby, enforceability or scope of any Intellectual Property; or (C) asserting others that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, any Preliminary Prospectus, the Time of Sale Pricing Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights franchise right of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither any person or entity; (E) the Company nor its subsidiaries is obligated has not instituted, and does not currently plan to pay a material royaltyinstitute, grant a license any claim against any person or option, or provide other material consideration entity for infringement of the Company Intellectual Property; (F) to any third party in connection with the Company’s knowledge, no person or entity infringes or is otherwise in conflict with the Company Intellectual Property; (G) the Company has taken all steps reasonably necessary to protect, maintain and safeguard its rights in all Company Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements; (H) the consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Company Intellectual Property as owned, used or held for use in the conduct of its business; (I) the granted and/or issued Company Intellectual Property owned or licensed by the Company is currently in force and has been properly maintained and has not been adjudged by a court of competent jurisdiction as 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 nor to the Company’s knowledge is there any reasonable basis for such a claim; and (J) the pending government registered Company Intellectual Property owned or licensed by the Company is current, up-to-date and in good standing, and the Company has followed in all material respects all relevant laws, rules, procedures and requirements in the filing, prosecution and maintenance of such pending government registered Intellectual Property in the relevant jurisdiction to which such government registered Company Intellectual Property is pending. The Company and its subsidiaries have has at all times complied in all material respects with all applicable laws relating to privacy, data protection, and the terms collection and use of each agreement pursuant to which Intellectual Property has been licensed to personal information collected, used, or held for use by the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge conduct of the Company’s business. No claims have been asserted or, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the patents transactions contemplated hereby will not breach or patent applications owned byotherwise cause any violation of any law related to privacy, data protection, or exclusively licensed the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company is not a party to or bound by any options, licenses or agreements with respect to the Company Intellectual Property of any other person or its subsidiaries and there entity that are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described set forth in the Registration Statement, any Preliminary Prospectus, the Time of Sale Pricing Prospectus or the Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryare not described therein.
Appears in 3 contracts
Samples: Underwriting Agreement (Stemline Therapeutics Inc), Underwriting Agreement (Stemline Therapeutics Inc), Underwriting Agreement (Stemline Therapeutics Inc)
Intellectual Property Rights. The (a) Except as otherwise expressly provided in this Section 7.10, each of OpCo and the Company and its subsidiaries owntheir respective Affiliates shall retain all right, title and interest in and to their respective intellectual property and any and all improvements, modifications and derivative works thereof. No license or right, express or implied, is granted under this Agreement by OpCo, the Company or their respective Affiliates in, or have obtained valid to, their respective intellectual property, except that, solely to the extent required for the provision or receipt of the Transition Services in accordance with this Agreement, each of OpCo and enforceable licenses forthe Company, for itself and on behalf of their respective Affiliates, hereby grants to the inventionsother (and their respective Affiliates) a non-exclusive, patent applicationsrevocable, patents, trademarks, trade names, service names, copyrights, trade secrets and other non-transferable license during the Term to such intellectual property described that is provided by the granting party to the other party (“Licensee”) in connection with this Agreement, but only to the Registration Statement, extent and for the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are duration necessary for the conduct Licensee to provide or receive the applicable Transition Services as permitted by this Agreement. Upon the expiration of their respective businesses as currently conducted or as currently proposed to be conducted (collectivelysuch time, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectusearlier termination of such Transition Service in accordance with this Agreement, the license to the Company’s knowledgerelevant intellectual property will terminate; provided, none however, that all licenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partterms hereof. To the Company’s knowledge: (i) there are no third parties who have rights The foregoing license is subject to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not licenses granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property intellectual property not owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed toOpCo, the Company or their respective Affiliates.
(b) Subject to the limited license granted in Section 7.10(a), in the event that any subsidiaryintellectual property is created by OpCo (or a Third-Party Provider, if applicable) in the performance of the Transition Services or provision of access to the facilities, all right, title and interest throughout the world in and to all such intellectual property shall vest solely in OpCo (or such Third-Party Provider, if applicable) unconditionally and immediately upon such intellectual property having been developed, written or produced.
(c) Except as otherwise expressly provided in this Agreement, none of OpCo (or its Affiliates) and the Company (or its Affiliates) shall have any rights or licenses with respect to any intellectual property (including software), hardware or facility of the other Party. All rights and licenses not expressly granted in this Agreement, the Separation Agreement, the Tax Matters Agreement or the Split Participant Agreement (such other agreements, collectively, the “Separation Documents”) are expressly reserved by the relevant Party. Each of OpCo and the Company shall from time to time execute any documents and take any other actions reasonably requested by the other Party to effectuate the intent of this Section 7.10.
Appears in 3 contracts
Samples: Transition Services Agreement (Vistra Energy Corp), Transition Services Agreement (Vistra Energy Corp), Transition Services Agreement (Energy Future Competitive Holdings Co LLC)
Intellectual Property Rights. The Company and its subsidiaries ownhave obtained, or have obtained valid and enforceable licenses for, for the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets secrets, and other intellectual property described in the Registration Statement, the Time of Sale Prospectus Prospectus, and the Prospectus as being owned or licensed by them or which and that are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the Company’s knowledge, and the conduct of their its and its subsidiaries respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time respect with any intellectual property right of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partanother. To the Company’s knowledge: , (i) there are no third parties who have rights to any Company Intellectual PropertyProperty described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus as being exclusively licensed to the Company, including no liens, security interests, or other encumbrances, except for customary reversionary rights of third-party licensors with respect to Company Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, ; and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution infringement by third parties of any Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus. The Company Intellectual Property described in the Registration Statement, the Time of Sale Prospectus, and the Prospectus has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) challenging the Company’s rights in or to any Company Intellectual Property; (iii) , and the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights unaware of third parties, in any respect facts which would reasonably be expected to result in form a Material Adverse Changereasonable basis for any such action, suit, proceeding or claim; or (ivii) neither asserting that the Company nor or any of its subsidiaries has received infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any notice of infringement of product or conflict with asserted rights of others with respect to any of the foregoing which, singly or service described in the aggregateRegistration Statement, if the subject Time of an unfavorable decisionSale Prospectus, ruling or findingthe Prospectus as under development, would reasonably be expected to result in a Material Adverse Change; (v) infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret, or other proprietary right of another, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding, or claim. To the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; Company’s knowledge, (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (ivi) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (Bii) challenging the validity, enforceability or scope duty of any Intellectual Property; or (C) asserting that candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company or any of its subsidiaries infringes or otherwise violatesIntellectual Property have been complied with; and (iii) in all foreign offices having similar requirements, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Propertyall such requirements have been complied with. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Company Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products product candidates described in the Registration Statement, the Time of Sale Prospectus Prospectus, and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 3 contracts
Samples: Underwriting Agreement (Sierra Oncology, Inc.), Underwriting Agreement (Sierra Oncology, Inc.), Underwriting Agreement (Sierra Oncology, Inc.)
Intellectual Property Rights. (a) The Company and its subsidiaries Subsidiaries own, or have obtained valid sufficient rights to use and enforceable licenses forotherwise exercise and exploit and license, the inventionsall patents, patent applications, patentstrademarks, trademarkstrademark applications, service marks, trade names, service names, copyrights, trade secrets licenses and other intellectual property described similar rights necessary or material for use in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned connection with (or licensed by them otherwise used or which are necessary for the conduct of anticipated to be used in) their respective businesses as currently being conducted or as currently described in the SEC Documents, as previously conducted and as proposed to be conducted (collectively, the “Intellectual PropertyProperty Rights”), and except where the conduct of their respective businesses does not and will not infringefailure to own or license such Intellectual Property Rights would not, misappropriate individually or otherwise conflict with any such rights of othersin the aggregate, in each case in any material respectbe reasonably likely to have a Material Adverse Effect. Except as otherwise disclosed set forth in the Registration StatementSEC Documents, Time neither the Company nor any Subsidiary has received any notice (including any offer of Sale Prospectus a license) that any past, current or proposed activity of (or any Intellectual Property Rights used, exploited or exercised by) the ProspectusCompany or any Subsidiary may violate or infringe upon the rights of any Person and neither has any reason to anticipate that any such notice may be forthcoming (or that there is or may be any basis therefor). Except as set forth in the SEC Documents, to the knowledge of the Company, all of the Intellectual Property Rights are enforceable and there is no existing or expected infringement (or challenge) by another Person of (or to) any of the Intellectual Property Rights. To the Company’s knowledge, none of the Intellectual Property no present or former employee, officer or director of the Company has been adjudged by a court or any of competent jurisdiction to be invalid its Subsidiaries, or unenforceableagent or outside contractor of the Company or any of its Subsidiaries, holds any right, title or interest, directly or indirectly, in whole or in part, in or to any Intellectual Property Rights, except those formally assigned or transferred to the Company by such employees. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company, except those formally assigned or transferred to the Company by such employees.
(b) To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights trade secret of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property Subsidiaries has been licensed used, disclosed or appropriated to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to detriment of the Company or any of its affiliates Subsidiaries for the benefit of any Person other than the Company or under which its Subsidiaries; and (ii) no employee, independent contractor or agent of the Company or any of its affiliates Subsidiaries has rights have, to misappropriated any trade secrets or other confidential information of any other Person in the knowledge course of the Companyperformance of his or her duties as an employee, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge independent contractor or agent of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described Subsidiaries, except in the Registration Statementcases of clauses (i) and (ii) as would not, individually or in the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned byaggregate, or exclusively licensed to, the Company or any subsidiarybe reasonably likely to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Fuelcell Energy Inc), Securities Purchase Agreement (Fuelcell Energy Inc), Securities Purchase Agreement (Fuelcell Energy Inc)
Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets secrets, know how (including unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are material to and necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus) and, to the Company’s knowledge, none the conduct of the Company’s and its subsidiaries respective businesses currently does not and except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus will not, upon the commercialization of any product or service as currently proposed to be conducted, infringe in any material respect with any intellectual property right of another. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for (A) customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or (B) rights of third-party licensors with respect to such Intellectual Property except as otherwise Property, the material terms of which rights are disclosed in the Registration Statement, the Time of Sale Prospectus or and the Prospectus; and (ii) there is no infringement, misappropriation or dilution infringement by third parties of any Intellectual Property; (iii) Property owned by or exclusively licensed to the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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 Companysubsidiaries. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by othersanother: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statementanother, the Time of Sale Prospectus and the ProspectusCompany is unaware of any facts which would form a reasonable basis for any such action, neither the Company nor its subsidiaries is obligated to pay a material royaltysuit, grant a license proceeding or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Propertyclaim. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects of form or procedural defects in any of the patents or patent applications owned byincluded in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and to the knowledge of the Company no employee of the Company is in or has 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 exclusively licensed any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries and there are no facts required to be disclosed to has been obtained or is being used by the USPTO that were not disclosed to Company or its subsidiary in violation in any material respect of any contractual obligation binding on the USPTO and which would preclude Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the grant rights of a patent any persons in connection with any such applicationmaterial respect. The products product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the one or more claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 3 contracts
Samples: Underwriting Agreement (Morphic Holding, Inc.), Underwriting Agreement (Morphic Holding, Inc.), Underwriting Agreement (Morphic Holding, Inc.)
Intellectual Property Rights. The Company and its subsidiaries ownown or possess, or have obtained valid and can acquire on commercially reasonable terms, legally enforceable licenses forrights to use all trademarks, the inventions, patent applications, patents, trademarksservice marks, trade names, service domain names, copyrights, patents, inventions, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), and other intellectual property rights ("Intellectual Property") as are necessary for the conduct of their respective businesses as described in the Time of Sale Disclosure Package and the Prospectus, except where failure to own, possess or acquire such rights would not result in a Material Adverse Effect. Except as described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, (a) to the knowledge of the Company’s knowledge, none there is no infringement, misappropriation or violation by third parties of any such Intellectual Property; (b) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the Company's or any of its subsidiaries' rights in or to any such Intellectual Property; (c) the Intellectual Property owned by the Company and its subsidiaries and to the knowledge of the Company, the Intellectual Property licensed to the Company and its subsidiaries has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To , and there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s knowledge: (i) there are no third parties who have rights to validity or scope of any such Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (iid) there is no infringementpending or, misappropriation to the knowledge of the Company, threatened action, suit, proceeding or dilution claim by third parties others against the Company or any of its subsidiaries that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting Property or otherwise violating the intellectual property other proprietary rights of third partiesothers, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) and neither the Company nor any of its subsidiaries has received any written notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Changesuch claim; and (ve) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protectCompany's knowledge, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company or any of its subsidiaries is in the subject of any claim or has been in proceeding involving a violation 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 's employment with the Company. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its 's subsidiaries have complied in all material respects or actions undertaken by the employee while employed with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company's subsidiaries, been duly and properly filed and except, in each issued patent is being diligently maintained; to the knowledge of the Companycase, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in for any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and instances which would preclude the grant of a patent in connection with any such application. The products described not, individually or in the Registration Statementaggregate, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryresult in a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Crocs, Inc.), Underwriting Agreement (Crocs, Inc.), Underwriting Agreement (Crocs, Inc.)
Intellectual Property Rights. The Except as described in the SEC Documents, (i) the Company and its subsidiaries own, Subsidiaries own or have obtained a valid and enforceable licenses forlicense to all patents, the inventions, patent applicationscopyrights, patentsknow how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, copyrights, trade secrets domain names and other intellectual property described in property, including any and all registrations, applications for registration, and goodwill associated with any of the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted foregoing (collectively, “Intellectual PropertyProperty Rights”), and ) currently employed by them in connection with the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except business as otherwise disclosed described in the Registration StatementSEC Documents, Time of Sale Prospectus or except where the Prospectusfailure to own, possess, license, have the right to the Company’s knowledge, none use any of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has foregoing would not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse ChangeEffect; (ivii) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property Rights owned by it the Company and has its Subsidiaries and, to the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in Company’s knowledge, the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable Rights exclusively licensed to the Company and its subsidiaries have been complied with; (viii) Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries have taken all reasonable steps to protectas described in the SEC Documents are valid, maintain subsisting and safeguard their Intellectual Propertyenforceable, and (iv) no employee of the Company is in or has been in violation 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. There there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) others challenging the validity, scope or enforceability or scope of any such Intellectual PropertyProperty Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (Civ) asserting that all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s knowledge, neither the Company nor any of its subsidiaries infringes Subsidiaries infringes, misappropriates or otherwise violates, or wouldhas infringed, upon the commercialization misappropriated or otherwise violated, any Intellectual Property Rights of any product a third party; (vii) all employees or service described contractors engaged in the Registration Statement, the Time development of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights Intellectual Property Rights on behalf of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which such Intellectual Property has been licensed Rights to the Company or any subsidiarythe applicable Subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are knowledge no material defects in any of the patents such agreement has been breached or patent applications owned by, or exclusively licensed to violated; and (viii) the Company or and its subsidiaries Subsidiaries use, and there are no facts required have used, commercially reasonable efforts to appropriately maintain all information intended to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of maintained as a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarytrade secret.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Nikola Corp), Securities Purchase Agreement (Nikola Corp), Securities Purchase Agreement (Nikola Corp)
Intellectual Property Rights. The Company and its subsidiaries own(a) EPI has not entered into any Contract (i) granting any Person the right to bring infringement actions with respect to, or have obtained valid and enforceable licenses forotherwise to enforce rights with respect to, any of the Purchased Intellectual Property or the Product Trademarks in the Territory, (ii) expressly agreeing to indemnify any Person against any charge of infringement of any of the Purchased Intellectual Property or the Product Trademarks in the Territory, (iii) granting any Person any license rights or other rights to use or practice any Purchased Intellectual Property or the Product Trademarks in the Territory, or (iv) binding EPI or any of its Affiliates under any covenant not to xxx any Person for use, practice or infringement of any Purchased Intellectual Property or the Product Trademarks in the Territory.
(b) EPI has not entered into any Contract granting any Person the right to control the prosecution of any of the Product Patent Rights in the Territory.
(c) To the Knowledge of EPI, the inventionsconduct of the Business in the Territory, patent applicationsas it has been and is now being conducted, patentsdoes not presently and will not infringe or misappropriate or otherwise violate, trademarksas applicable, trade namesany Patent, service namesKnow-How, copyrights, trade secrets and Trademark or other intellectual property described or proprietary rights in the Registration StatementTerritory of any Person. Neither EPI nor any of its Affiliates has received any written notice from any Person, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them has Knowledge of, any claim, allegation or which are necessary for assertion that the conduct of their respective businesses the Business in the Territory infringes or Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. misappropriates or otherwise violates, as currently conducted applicable, the Patent, Know-How, Trademark or as currently proposed to be conducted (collectivelyother intellectual property or proprietary rights in the Territory of any Person. To the Knowledge of EPI, “Intellectual Property”), and the conduct of their respective businesses does not research, development, exploitation, licensing, distribution, marketing, sale, promotion, importation and will not infringe, misappropriate or otherwise conflict with any such rights use of othersthe Zanaflex Capsules in the Territory by the Acquiror, in each case as such activities are conducted by EPI as of the Closing, will not infringe or misappropriate or otherwise violate, as applicable, any Patent, Know-How, Trademark or other intellectual property or proprietary rights in the Territory of any Person.
(d) Any registration, maintenance and renewal fees due in connection with the Purchased Intellectual Property and the Product Trademarks have been paid in a timely manner and all documents, certificates and other material in connection with the Purchased Intellectual Property and the Product Trademarks have, for the purposes of maintaining such Purchased Intellectual Property or the Product Trademarks, as applicable, been filed in a timely manner with the relevant Governmental or Regulatory Authorities. EPI has filed, prosecuted and maintained the Product Trademarks in the Territory and has filed and maintained all Purchased Intellectual Property, as applicable, in the Territory.
(e) EPI has the unrestricted right to assign, transfer and grant to the Acquiror all rights in and to the Purchased Intellectual Property as provided herein, and in and to the Product trademarks as provided in the Trademark License Agreement, in each case free of any rights or claims of any Person, or any other Encumbrances (other than Permitted Encumbrances), and without payment by any Party of any royalties, license fees or other amounts to any third party.
(f) To the Knowledge of EPI, all of the Product Patents are valid and are subsisting and enforceable. None of the Product Patents has been or is currently involved in any material respect. Except as otherwise disclosed in the Registration Statementinterference, Time of Sale Prospectus reissue, re-examination or the Prospectusopposition proceeding, and, to the Company’s knowledgeKnowledge of EPI, none of there is no potentially interfering Patent in the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. Territory.
(g) To the Company’s knowledge: Knowledge of EPI, (i) there are is no third parties who have rights to unauthorized use, infringement, misappropriation or violation of any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Purchased Intellectual Property that is disclosed or the Product Trademarks in the Registration StatementTerritory by any Person, the Time including any current or former employee or consultant of Sale Prospectus and the Prospectus as licensed to the Company EPI or one or more of its subsidiariesAffiliates, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties material breach of any license, sublicense or other Contract authorizing any Person to use such Purchased Intellectual Property; , the Product Trademarks or any goodwill associated therewith.
(iiih) the Company is not infringing, misappropriating, diluting There are no Actions or otherwise violating the intellectual property rights of third parties, in Proceedings (including any respect which would reasonably be expected to result in a Material Adverse Change; (ivinventorship challenges) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others ending with respect to any of the foregoing whichPurchased Intellectual Property or the Product Trademarks, singly nor aye any such Actions or Proceedings been brought in the aggregate, if past Schedule 6.07(h) sets forth any and all settlements or agreements reached with respect to any such Actions or Proceedings with respect to Purchased Intellectual Property and the Product Trademarks. None of the Product Trademarks in the Territory is or has been the subject of an unfavorable decisionany invalidation, ruling opposition, cancellation, abandonment or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied withsimilar proceeding, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or neither EPI nor any of its subsidiaries infringes or otherwise violatesAffiliates has received any written notice from any Person, or wouldhas Knowledge, upon the commercialization of any product actual or service described in the Registration Statementthreatened claim or basis for such a proceeding. Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, the Time of Sale Prospectus or the Prospectus as under developmentwhich are marked with brackets [ ] and an asterisk*, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection have been separately filed with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryCommission.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Acorda Therapeutics Inc), Asset Purchase Agreement (Acorda Therapeutics Inc), Asset Purchase Agreement (Acorda Therapeutics Inc)
Intellectual Property Rights. The Company and its subsidiaries the Subsidiaries own, possess or have obtained valid and enforceable licenses forlicense adequate rights to use all material trademarks, the inventions, patent applications, patents, trademarksservice marks, trade names, service namesdomain names and other source identifiers, copyrightsand all goodwill associated with the foregoing, inventions, patents, copyrights and copyrightable works, licenses, approvals, technology, know-how, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, and other intellectual property described rights (including all registrations and applications for registration of the foregoing, as applicable) (collectively, “Intellectual Property Rights”) used in, held for use in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or and as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus Disclosure Package or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction Prospectus to be invalid or unenforceable, in whole or in partconducted. To the knowledge of the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv1) neither the Company nor any of its subsidiaries the Subsidiaries has received materially infringed, misappropriated or otherwise violated the Intellectual Property Rights of any notice third party, and (2) neither the manufacture of, nor the use or sale of, any of infringement the Company’s or the Subsidiaries’ product candidates described in the Registration Statement, Disclosure Package or the Prospectus materially infringe, misappropriate or otherwise violate the Intellectual Property Rights of or conflict with asserted any third party. Except as disclosed in the Registration Statement, Disclosure Package and the Prospectus, to the knowledge of the Company, there are no rights of others with respect third parties (including any Liens or encumbrances) to any of the foregoing which, singly Intellectual Property Rights owned or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably purported to be expected to result in a Material Adverse Change; (v) owned by the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included Subsidiaries. Except as disclosed in the Intellectual Property; (vii) Registration Statement, Disclosure Package and the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied withProspectus, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There there is no pending or, to the Company’s knowledge, or threatened in writing action, suit, proceeding or claim by others: any third party (Ai) challenging the Company’s or any of the Subsidiaries’ rights in or to to, or alleging a violation of any of the terms of, any of their owned or licensed Intellectual PropertyProperty Rights; (Bii) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting alleging that the Company or any of its subsidiaries infringes the Subsidiaries has infringed, misappropriated or otherwise violates, or would, upon the commercialization violated any Intellectual Property Rights of any product third party; or service described in (iii) challenging the Registration Statementvalidity, the Time scope or enforceability of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications Rights owned by or exclusively licensed to the Company or any of its affiliates or under which the Subsidiaries, and in the case of each of (i), (ii) and (iii), the Company is unaware of any facts that would form a reasonable basis for any such action, suit, proceeding or any of its affiliates has rights haveclaim. Except as disclosed in the Registration Statement, Disclosure Package and the Prospectus to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are is no material defects in infringement, misappropriation, breach or default, or other violation by others of any of the patents or patent applications Intellectual Property Rights owned by, by or exclusively licensed to the Company or its subsidiaries any of the Subsidiaries. The Company and there are no facts required the Subsidiaries have at all times taken reasonable steps in accordance with normal industry practice to be disclosed maintain the confidentiality of all Intellectual Property Rights, the value of which to the USPTO that were not disclosed Company or any of the Subsidiaries is contingent upon maintaining the confidentiality thereof, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change. All founders, current and former employees, consultants, and other parties involved in the USPTO development of Intellectual Property Rights for the Company and the Subsidiaries have signed confidentiality and invention assignment agreements with the Company or a Subsidiary pursuant to which would preclude the grant Company or any of the Subsidiaries either (x) has obtained ownership of and is the exclusive owner of such Intellectual Property Rights, or (y) has obtained a patent in connection with any valid and unrestricted right to exploit such application. The products described Intellectual Property Rights, sufficient for the conduct of the business as currently conducted and as proposed in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus as under development by to be conducted, except where the Company failure to do so would not, individually or any subsidiary fall within in the scope of the claims of one or more patents or patent applications owned byaggregate, or exclusively licensed to, the Company or any subsidiaryreasonably be expected to have a Material Adverse Change.
Appears in 3 contracts
Samples: Securities Purchase Agreement (ImmunityBio, Inc.), Securities Purchase Agreement (ImmunityBio, Inc.), Securities Purchase Agreement (ImmunityBio, Inc.)
Intellectual Property Rights. (A) The Company and its subsidiaries ownown all right, or have obtained valid title and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described interest in the Registration Statement, “El Pollo Loco” xxxx in the Time of Sale Prospectus United States for use in connection with the goods and services for which such xxxx is currently used by the Company and its subsidiaries and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectivelyCompany and its subsidiaries own all right, “Intellectual Property”)title, and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any interest in its registrations for such rights of others, in each case in any material respect. Except as otherwise disclosed xxxx elsewhere in the Registration Statement, Time of Sale Prospectus or world in the Prospectus42 other countries / political unions disclosed to the Underwriters and listed in Exhibit C hereto and, to the Company’s knowledge, none of no other person or entity has any ownership interest in such xxxx in connection with such goods and services anywhere in the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceableworld (except for Mexico), in whole or in part. To the Company’s knowledge: and (B) (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken own or possess all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation of any term of any employment contractpatents, patent disclosure agreementrights, invention assignment agreementpatent applications, nonlicenses, inventions, copyrights, know-competition agreementhow (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, non-solicitation agreementsystems or procedures), nondisclosure agreement or any restrictive covenant to or with a former employer where the basis trademarks (both registered and unregistered), service marks, trade names, logotypes and other indicia of such violation relates to such employee’s employment with the Company. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violatesorigin, or would, upon the commercialization of any product or service other intellectual property and proprietary information described in the Registration Statement, the Time of Sale Prospectus or the Prospectus and as under developmentbeing owned or licensed by any of them or which is necessary for the conduct of, infringe or violatematerial to, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statementtheir respective businesses (collectively, the Time of Sale Prospectus and “Intellectual Property”) including, to the Prospectus, neither extent that the Company nor is licensing its subsidiaries is obligated Intellectual Property to pay a material royaltythird parties, grant a license or optionthe right to do so and to collect royalties therefrom, or provide other material consideration and including, with respect to any third party in connection with Intellectual Property owned by the Company’s Intellectual Property. The , the right to enforce its rights therein and (ii) the Company and its subsidiaries have complied in all material respects not received any written notice or is otherwise aware of: (x) any infringement of or conflict with the terms asserted rights of each agreement pursuant others with respect to which any Intellectual Property has been licensed or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any subsidiarytherein, and all such agreements are which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in full force and effect. All patents and patent applications owned by the aggregate, would reasonably be expected to result in a Material Adverse Effect, or exclusively licensed to the Company (y) any third party infringement, misappropriation, or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge other violation of the CompanyIntellectual Property which, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents singly or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statementaggregate, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarywould reasonably be expected to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (El Pollo Loco Holdings, Inc.), Underwriting Agreement (El Pollo Loco Holdings, Inc.), Underwriting Agreement (El Pollo Loco Holdings, Inc.)
Intellectual Property Rights. The (i) Each of the Company and its subsidiaries ownSubsidiaries owns, or have obtained valid and enforceable licenses foris licensed to use, the inventionsall patents, patent applicationsrights, patents, trademarks, trade names, service namesinventions, copyrights, trade secrets secrets, know-how (including unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, domain names, trade names and other intellectual property described rights and all applications and registrations therefor, in each case, anywhere in the Registration Statementworld (collectively, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are “Intellectual Property Rights”) necessary for the conduct of their respective its businesses as currently now conducted or and as currently presently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Propertyconducted, except for customary reversionary rights of third-party licensors with respect where failure to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed own or possess a license to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to use such Intellectual Property except as otherwise disclosed in the Registration StatementRights would not, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in have a Material Adverse Change; Effect.
(vii) the Company is the owner or co-owner of the All material Intellectual Property Rights that are owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violatesSubsidiaries (collectively, or would“Owned IP”) that are issued by, upon the commercialization of any product or service described in the Registration Statementregistered with, the Time of Sale Prospectus renewed by or the Prospectus as under development, infringe subject of a pending application before any Governmental Authority or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights havedomain name registrar are, to the knowledge of the Company, been duly subsisting, valid and properly filed and each issued patent is being diligently maintained; enforceable.
(iii) Neither the Company nor any of its Subsidiaries has received any claim, notice, invitation to license or similar communication within the three-year period prior to the knowledge date hereof (A) contesting or challenging the use, validity, enforceability or ownership of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned byOwned IP, or exclusively licensed to (B) alleging that the Company or any of its subsidiaries Subsidiaries or any of their respective products or services infringes, misappropriates or otherwise violates the Intellectual Property Rights of any Person, in each case of clauses (A) and there are (B), except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(iv) No funding, facilities or resources of a Governmental Authority, university, or other educational institution or research center was used in the development of any Owned IP, and no facts required Governmental Authority, university, or other educational institution or research center has any claim or right in or to any Owned IP, in each case, except as would not, individually or in the aggregate, reasonably be disclosed expected to have a Material Adverse Effect.
(v) In the three-year period prior to the USPTO that were not disclosed date hereof, there has been no unauthorized access to the USPTO and which would preclude the grant or unauthorized use of a patent any technology devices, computers, Software, servers, networks, or other information technology equipment, or any data stored therein or processed thereby, or any associated documentation, in connection with any such application. The products described in the Registration Statementeach case, the Time of Sale Prospectus and the Prospectus as under development used by the Company or any subsidiary fall within of its Subsidiaries in a manner that, individually or in the scope of the claims of one aggregate, has resulted in or more patents is reasonably likely to result in a Material Adverse Effect. “Software” means any computer program, application, middleware, firmware, microcode and other software, in each case, whether source code, object code or patent applications owned by, other form or exclusively licensed to, the Company or any subsidiaryformat.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Par Technology Corp), Securities Purchase Agreement (Par Technology Corp), Securities Purchase Agreement (Par Technology Corp)
Intellectual Property Rights. The (a) Section 5.18 of the Company Disclosure Letter sets forth a true and complete list of Intellectual Property owned by the Company or the Company Subsidiaries that is patented, registered or subject to pending applications for registration or patents, including for each such item, as applicable, the (i) owner, (ii) patent, registration or application number, (iii) the applicable filing jurisdiction and (iv) solely with respect to Domain Names, the applicable registrar (collectively, the “Company Owned IP”).
(b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) the Company and its subsidiaries the Company Subsidiaries own, free of all Encumbrances other than Permitted Encumbrances all Company Owned IP, and own or otherwise have obtained valid and enforceable licenses fora right to use, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and all other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are Intellectual Property necessary for to the conduct of their respective the businesses of the Company and the Company Subsidiaries as currently conducted or as currently proposed to be now being conducted (collectively, the “Intellectual PropertyCompany IP”); (ii) all Company Owned IP is subsisting, valid and enforceable; (iii) there is no litigation, opposition, cancellation, or proceeding with respect to the Company Owned IP currently pending or, to the Knowledge of the Company, threatened in writing against the Company or any Company Subsidiaries; (iv) none of the Company Owned IP is subject to any outstanding judgment, decree, order, writ, award, or injunction of an arbitrator or court or other Governmental Entity restricting the rights of the Company or any Company Subsidiary to use such Company Owned IP; (v) the conduct of their the respective businesses of the Company and each Company Subsidiary does not infringe or constitute the misappropriation of, and will has not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statementprior two year period infringed or constituted the misappropriation of, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the ProspectusPerson; (iivi) there is no infringementduring the past two years, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries Company Subsidiary has received any written notice of or claim asserting that any such infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly misappropriation has occurred or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) inviting the Company is the owner or co-owner of the any Company Subsidiary to take a license under a Patent or any other Intellectual Property owned by it a third party; and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office no Person is infringing or misappropriating any material Company Owned IP.
(“USPTO”c) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries the Company Subsidiaries have complied taken commercially reasonable measures to maintain, protect and enforce their respective rights in the material Company Owned IP and all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications Trade Secrets owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within Company Subsidiary.
(d) The Company and each Company Subsidiary has implemented commercially reasonable backup, security and disaster recovery measures intended to safeguard the scope information technology systems of the claims Company. To the Knowledge of one the Company, during the past two years, no Person has gained unauthorized access to any of the Company’s or more patents or patent applications owned byany Company Subsidiary’s information technology systems, or exclusively licensed to, except as would not reasonably be expected to have an adverse effect in any material respect on the Company or any subsidiaryand the Company Subsidiaries.
Appears in 3 contracts
Samples: Merger Agreement (Omnicare Inc), Merger Agreement (CVS HEALTH Corp), Merger Agreement (CVS HEALTH Corp)
Intellectual Property Rights. 14.1 All intellectual property rights in all material, technical information or improvements (including but not limited to reports, data, designs whether or not electronically stored) produced by the Supplier or the Supplier's Personnel pursuant to the performance of the Services ("the Material") shall be the property of the Supplier.
14.2 The Company Supplier hereby
(a) grants to DFID a world-wide, non-exclusive, irrevocable, royalty-free licence to use all the Material, Technical Information and its subsidiaries ownImprovements; and
(b) undertakes to indemnify DFID and hold it harmless against all and any costs, damages, losses or have obtained valid and enforceable licenses forliabilities arising from any claim that:
(i) the Material; or
(ii) the Technical Information; or
(iii) any Improvements made or acquired by the Contractor; or
(iv) the use by DFID (or by any sub-licensee of DFID) of any (or of any part of) the Material, the inventionsTechnical Information or any Improvements made or acquired by the Contractor or the Contractor’s Personnel, patent applicationsinfringe the Intellectual Property Rights of any third party;
(c) undertakes to take such further action and execute such further documents as DFID may reasonably request to give effect to the licence granted by Clause 14.2(a);
(d) undertakes not, patentswithout the written consent of DFID, trademarksto enter into any agreement, trade namesunderstanding or arrangement with any third party which could affect the use, service namesownershipor validity of the Material, copyrightsthe Technical Information or the Improvements;
(e) undertakes to disclose to DFID all Material, trade secrets Technical Information and other intellectual property described Improvements and any Intellectual Property Rights in any of them as soon as reasonably practicable afer becoming aware of the same;
(f) undertakes to file and diligently pursue at its own cost any application requested by DFID for the registration anywhere in the Registration Statementworld of any registrable Intellectual Property Rights in the Material, Technical Information or Improvements and to maintain all registered Intellectual Property Rights in the Material, Technical Information or Improvements in force for the full terms available therefor.
14.3 For the purpose of Clause 7.2, "use" shall include, without limitation, the Time reproduction, publication, transfer and sub-licence of Sale Prospectus all or any of the Material, the Technical Information and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted Improvements (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with and/or any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property Rights in any of them) for any purpose, including the reproduction and sale of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration StatementMaterial, the Time of Sale Prospectus Technical Information and the Prospectus as licensed to Improvements and/or products incorporating all or any part of the Company same (or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iiiProperty Rights therein) the Company is not infringing, misappropriating, diluting for use by any person or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of for sale or conflict with asserted rights of others with respect to any of the foregoing which, singly or other dealing anywhere in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryworld.
Appears in 3 contracts
Samples: Supplier Services Agreement, Supplier Services Contract, Supplier Services Agreement
Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property (i) that are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or (ii) except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus, which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), . To the Company’s knowledge and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except (A) for Intellectual Property licensed pursuant to non-exclusive licenses or sublicenses, and (B) for retained rights and customary reversionary rights of third-party licensors with respect respect, in the cases of clauses (A) and (B) above, to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, ; and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution infringement by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. Other than Except as disclosed could not reasonably be expected to, individually or in the Registration Statementaggregate, have a Material Adverse Effect, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (uniQure B.V.), Underwriting Agreement (uniQure B.V.)
Intellectual Property Rights. The (a) Except as set forth on Schedule 4.10, the Company and its subsidiaries ownSubsidiaries own all right, title and interest in and to, or have obtained valid and enforceable licenses forcontinuing rights to use, the inventionssell and license, patent applicationsall Intellectual Property, patents, trademarks, trade names, service names, copyrights, trade secrets Software and other intellectual property described Technology used in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses the business and operations of the Company and its Subsidiaries as currently presently conducted or and as currently proposed to be conducted (collectivelyconducted, “free and clear of all Liens or obligations to others. All such owned Intellectual Property”)Property is subsisting, and all necessary registration, maintenance, renewal, and other relevant filing fees due through the conduct date hereof in connection therewith have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant patent, copyright, trademark, or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such registered Intellectual Property in full force and effect. The business and operations of the Company and its Subsidiaries, their respective businesses Technology, their products and services and the designing, development, manufacturing, reproduction, use, marketing, sale, distribution, maintenance and modification of any of the foregoing as presently performed and as currently contemplated to be performed does not and will not infringeinfringe upon, misappropriate or otherwise conflict with violate any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partany third party. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any All of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the material Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in Company or any of the patents or patent applications included its Subsidiaries is valid and enforceable.
(b) Except as set forth in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied withSchedule 4.10, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There there is no action, suit, proceeding, hearing, investigation, notice or complaint pending or, to the Company’s knowledge, threatened actionthreatened, suitby any third party before any court or tribunal (including, proceeding without limitation, the United States Patent and Trademark Office or claim by others: (Aequivalent authority anywhere in the world) challenging the relating to any of Company’s rights in or to any of its Subsidiaries’ Intellectual Property; Property or Technology, nor has any claim or demand been made by any third party that (Bi) challenging challenges the validity, enforceability enforceability, use or scope exclusive ownership of any Intellectual Property; Property or (C) asserting that Technology owned by the Company or any of its subsidiaries infringes Subsidiaries or otherwise violates(ii) alleges any infringement, misappropriation, violation, or would, upon the commercialization of any product unfair competition or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned practices by or exclusively licensed to the Company or any of its affiliates Subsidiaries of any Intellectual Property or under which Technology of any third party, nor is the Company aware of any basis for any such claim or demand.
(c) There are no agreements between the Company or any of its affiliates has rights haveSubsidiaries and any third party relating to any Intellectual Property of the Company or any of its Subsidiaries or any third party under which there is, as of the date of this Agreement, or, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there is expected, as of the date of this Agreement, to be, any Material dispute regarding the scope or performance of such agreement.
(d) None of the Company’s or any of its Subsidiaries’ Technology or Intellectual Property are no material defects subject to any outstanding injunction, decree, order, judgment, agreement or stipulation that restricts in any manner the use, transfer or licensing thereof by the Company or any of its Subsidiaries or affects the patents validity, use or patent applications enforceability of any such Technology or Intellectual Property.
(e) The Company and the Subsidiaries have taken reasonable measures to protect the confidentiality of all Material trade secrets owned by, by the Company or exclusively licensed any of its Subsidiaries that are material to their businesses as currently conducted and as proposed to be conducted. The Company and its Subsidiaries have executed valid written agreements with certain of their past and present employees who have contributed to the development of Material Technology and Intellectual Property pursuant to which such employees have assigned to the Company or its subsidiaries Subsidiaries all their rights in and there are no facts required to be disclosed all Material Technology and Intellectual Property they may develop in the course of their employment and agreed to hold all trade secrets and confidential information of the USPTO that were not disclosed to the USPTO Company and which would preclude the grant of a patent its Subsidiaries in confidence both during and after their employment. The Company and its Subsidiaries have executed valid written agreements with certain past and present consultants and independent contractors who have been retained in connection with any the development of Material Technology and Intellectual Property by which the consultants and independent contractors have assigned to the Company or its Subsidiaries all their rights in and to such applicationMaterial Technology and Intellectual Property and agreed to hold all trade secrets and confidential information of the Company and its Subsidiaries in confidence both during and after the term of their engagements. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development No Material trade secrets or other Material confidential information owned by the Company or any subsidiary fall within the scope of the claims of one its Subsidiaries that is material to their businesses as currently conducted and as proposed to be conducted have been disclosed or more patents or patent applications owned by, or exclusively licensed to, authorized to be disclosed by the Company or any subsidiaryof its Subsidiaries to any of their employees or any third party other than pursuant to a written non-disclosure or confidentiality agreement. To the knowledge of the Company and its Subsidiaries, no employee, consultant or independent contractor of the Company or any Subsidiary is, as a result of or in the course of such employee’s, consultant’s or independent contractor’s engagement by the Company or any Subsidiary, in default or breach of any Material term of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement.
Appears in 2 contracts
Samples: Warrant Purchase Agreement (Avista Capital Partners, L.P.), Securities Purchase Agreement (Geokinetics Inc)
Intellectual Property Rights. (A) The Company execution, delivery and performance of this Agreement and the Operative Agreements and the consummation of the transactions contemplated hereby and thereby will not breach, violate or conflict with any agreement governing any Acquired Intellectual Property and will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any such Intellectual Property or in any material way impair the right of Purchaser or any of its subsidiaries ownaffiliates to use, sell, license or dispose of, or have obtained valid and enforceable licenses forbring any action for the post-Closing infringement of, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other any such intellectual property described in the Registration Statement, the Time or portion thereof.
(B) Set forth on Schedule 2.6(B) is a true and complete list of Sale Prospectus all material registrations and the Prospectus as being owned or licensed by them or which are necessary material applications for the conduct registration of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “all Acquired Intellectual Property”.
(C) Except as set forth on Schedule 2.6(C), to the knowledge of Sellers, Sellers either (i) own the entire right, title and interest in and to the Acquired Intellectual Property, free and clear of any encumbrances, or (ii) have the royalty-free right to use the same as and where they are used by Sellers on the Closing Date. Except as set forth on Schedule 2.6(C), and except for the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the ProspectusExcluded Assets, to the Company’s knowledgeknowledge of Sellers, none Sellers do not use in their conduct of the Business (as such conduct of the Business relates to the Included Products) any Intellectual Property of other than the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, Acquired Intellectual Property.
(D) Except as disclosed in whole or in part. To the Company’s knowledge: Schedule 2.6(D): (i) there are no third parties who Sellers have rights not received any written notice of any challenge of any kind to any Intellectual Propertyregistrations for domain names or copyrights or any filings for patent rights and Marks identified as owned by Sellers in Schedule 2.6(B), except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in whether registered, issued or pending, as the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectuscase may be; (ii) Sellers have the sole and exclusive right to bring actions for infringement or unauthorized use of the Acquired Intellectual Property owned by Sellers and, to the knowledge of Sellers, there is no infringement, misappropriation or dilution by third parties basis for any such action; and (iii) Sellers are not in material breach of any agreement affecting the Acquired Intellectual Property.
(E) Except as set forth on Schedule 2.6(E), to the knowledge of Sellers, (i) no infringement of any Intellectual Property of any other Person is occurring in any way from the ownership or use by Sellers of the Acquired Intellectual Property; (ii) no claim of invalidity of any Intellectual Property identified on Schedule 2.6(B) has been made against Sellers; and (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there no proceedings are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledgeknowledge of Sellers, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging that challenge the validity, enforceability ownership or scope use of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryidentified on Schedule 2.6(B).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Fi Tek Vii Inc), Asset Purchase Agreement (Ronco Corp)
Intellectual Property Rights. The Company (a) To the knowledge of Target, (i) Target and its subsidiaries ownSubsidiaries own all right, title and interest in or have obtained valid and enforceable licenses forrights to use, by license or other agreement, all of the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described Intellectual Property Rights that are currently used in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of Target’s or any of its Subsidiary’s business, free of all liens, pledges, charges, options, rights of first refusal, security interests or other encumbrances of any kind, (ii) no action, claim, arbitration, proceeding, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) has commenced, been brought or heard by or before any Governmental Entity or arbitrator or is pending or is threatened in writing by any third Person with respect to any Intellectual Property Rights owned or used by Target or any of its Subsidiaries in connection with their respective businesses as currently conducted, including any of the foregoing that alleges that the operation of any such business infringes, misappropriates, impairs, dilutes or otherwise violates the rights of others, and there are no grounds for the same, and Target and its Subsidiaries are not subject to any outstanding injunction, judgment, order, decree, ruling, charge, settlement, or other dispute involving any third Person’s Intellectual Property Rights, and (iii) no person has infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating, any Intellectual Property Rights owned or used by Target or any of its Subsidiaries in connection with their respective businesses as currently conducted and neither Target nor any of its Subsidiaries has brought or threatened any such claims, suits, arbitrations or other adversarial proceedings against any third party that remain unresolved. Excluded from the foregoing provisions of this Section 5.17 are matters that, individually or in the aggregate with other such matters not otherwise disclosed in Section 5.17 of the Target Disclosure Schedule, could not reasonably be expected to have a Material Adverse Effect. All of the material Intellectual Property owned or used by Target or any of its Subsidiaries prior to the Closing will be owned or available for use by Target and its Subsidiaries immediately after the Closing on substantially the same terms and conditions as currently proposed prior to be conducted the Closing.
(collectivelyb) For purposes of this Agreement, “Intellectual Property”)Property Rights” means any or all rights in, and the conduct arising out of their respective businesses does not and will not infringe, misappropriate or otherwise conflict associated with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledgefollowing: (i) there are no third parties who have rights to any Intellectual Propertyall United States, except for customary reversionary rights of thirdinternational and foreign patents and patent applications (including all reissues, reexaminations, divisionals, renewals, extensions, provisionals, continuations, continuations-party licensors with respect to Intellectual Property that is disclosed in the Registration Statementin-part, the Time of Sale Prospectus patent disclosures, mask works and the Prospectus as licensed to the Company or one or more of its subsidiaries, integrated circuit topographies) and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectusall equivalents thereof; (ii) there is no infringementall computer software (including source and object code) and related documentation, misappropriation confidential information, trade secrets, inventions (whether patentable or dilution by third parties not), business information, customer lists, know how, show how, technology and all documentation relating to any of any Intellectual Propertythe foregoing; (iii) the Company is not infringingall United States and foreign copyrights, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, copyright registrations and applications therefor in any respect which would reasonably be expected to result in a Material Adverse Changeboth published and unpublished works; (iv) neither the Company nor any all United States and foreign trademarks and service marks (whether or not registered), trade names, designs, logos, slogans and general intangibles of its subsidiaries has received any notice like nature, together with all goodwill appurtenant thereto, and applications for registration of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Changeforegoing; and (v) the Company is the owner or co-owner of the Intellectual Property owned by it Internet domain name registrations and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarytherefor.
Appears in 2 contracts
Samples: Merger Agreement (Monitor Clipper Equity Partners Lp), Merger Agreement (Veridian Corp)
Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property Except as described in the Registration Statement, the Time of Sale Prospectus ADS Registration Statement and the Prospectus as being owned Prospectus, the Company and its Subsidiary own or licensed by them possess, or which are can promptly acquire on commercially reasonable terms, adequate rights to use all patents, trademarks, service marks, trade names, domain names and other source identifiers, copyrights, licenses, technology and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and all other similar intellectual property or proprietary rights (including all registrations and applications for registration of, and all goodwill associated with, the foregoing) (collectively, “Intellectual Property”), in each case used in, held for use in, or necessary for the conduct of their respective businesses as currently conducted or and as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus ADS Registration Statement and the Prospectus Prospectus, except for such failure to own or obtain such licenses or other rights as licensed would not reasonably be expected, singly or in the aggregate, to have a Material Adverse Effect. Except as would not reasonably be expected, singly or in the aggregate, to have a Material Adverse Effect, (i) to the knowledge of the Company, the conduct of the business of the Company and its Subsidiary has not conflicted with, infringed, misappropriated or one or more of its subsidiariesotherwise violated, and the Company has not granted manufacture and sale of any material liens, security interests, of the products or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed product candidates described in the Registration Statement, Time the ADS Registration Statement and the Prospectus will not conflict with, infringe, misappropriate or otherwise violate, any Intellectual Property of Sale Prospectus or the Prospectusany third party; (ii) there is no infringementclaim, misappropriation action, suit, investigation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringingproceeding pending against, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the knowledge of the Company’s knowledge, threatened actionagainst or affecting, suit, proceeding the Company or claim by others: its Subsidiary (A) challenging the Company’s rights in or to any Intellectual Property; (Bx) challenging the validity, enforceability or scope of, or any rights of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violateSubsidiary in, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been owned by or licensed to the Company or its Subsidiary or (y) alleging that the Company or its Subsidiary has infringed, misappropriated or otherwise violated any subsidiary, and all such agreements are in full force and effect. All patents and patent applications Intellectual Property of any third party; (iii) none of the Intellectual Property owned by or exclusively licensed to the Company and its Subsidiary has been adjudged invalid or any of its affiliates unenforceable in whole or under which the Company or any of its affiliates has rights havepart, and, to the knowledge of the Company, all such Intellectual Property is valid and enforceable and has not been duly infringed, misappropriated or otherwise violated by any third party; (iv) the Company and properly filed its Subsidiary have at all times taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material Intellectual Property, the value of which to the Company or its Subsidiary is contingent upon maintaining the confidentiality thereof; and each issued patent is being diligently maintained; (v) the Company and its Subsidiary, and to the knowledge of the Company, counsel for the parties prosecuting such applications Company or its Subsidiary or any of their respective licensors, have complied with their the duty of disclosure candor and good faith, as required by the United States Patent and Trademark Office and all foreign offices having similar requirements, with respect to the USPTO. To the Company’s knowledge, there are no material defects in any prosecution of the patents or and patent applications owned by, by or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarySubsidiary.
Appears in 2 contracts
Samples: Sales Agreement (Innate Pharma SA), Sales Agreement (Innate Pharma SA)
Intellectual Property Rights. The (a) Section 4.7(a) of the Company Disclosure Schedule lists all Patents, Marks, and its subsidiaries ownCopyrights included in the Company Intellectual Property that are issued by, registered, or have obtained valid and enforceable licenses forthe subject of an application filed with, as applicable, the inventionsU.S. Patent and Trademark Office, patent the U.S. Copyright Office or in any similar office or agency anywhere in the world (such registrations and applications, patentsthe “Company Registered IP”), trademarksincluding, trade nameswith respect to each such registration and application, service names(i) the jurisdiction of application/registration, copyrights(ii) the application or registration number, trade secrets (iii) the status of each application/registration, and (iv) the date of filing or issuance for each such item. As of the date of this Agreement, no Company Registered IP is invalid or unenforceable.
(b) All material Company Intellectual Property is owned or co-owned by the Acquired Companies free and clear of any Encumbrance, other intellectual property described in than Permitted Encumbrances.
(c) To the Registration StatementKnowledge of the Company, the Time operation of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for business of the conduct of their respective businesses Acquired Companies as currently conducted does not infringe or misappropriate any Intellectual Property owned by another Person, except as currently proposed to be conducted (collectively, “Intellectual Property”)has not had, and the conduct of their respective businesses does would not and will not infringereasonably be expected to have, misappropriate individually or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statementaggregate, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none a Company Material Adverse Effect. As of the date of this Agreement, there is no Legal Proceeding pending or threatened in writing, against any of the Acquired Companies relating to any infringement or misappropriation of any Intellectual Property of another Person by any of the Acquired Companies in the operation of the business of the Acquired Companies as currently conducted.
(d) None of the Acquired Companies is subject to any Order, nor has any of the Acquired Companies entered into or is a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Company Intellectual Property in the operation of the business of the Acquired Companies as currently conducted.
(e) To the Knowledge of the Company, no other Person is infringing or misappropriating any Company Intellectual Property or any Intellectual Property exclusively licensed to the Acquired Companies under any Company Inbound License.
(f) The Acquired Companies have taken commercially reasonable steps necessary to maintain the confidentiality of the material Trade Secret Rights included in the Company has been adjudged Intellectual Property and held by a court any of competent jurisdiction the Acquired Companies, or purported to be invalid or unenforceableheld by any of the Acquired Companies, in whole as a trade secret, except as would not reasonably be expected to have, individually or in part. To the Company’s knowledge: aggregate, a Company Material Adverse Effect.
(ig) there are no third parties who have rights Notwithstanding anything to any Intellectual Propertythe contrary in this Agreement, except for customary reversionary rights of third-party licensors the representations and warranties set forth in this Section 4.7 shall constitute the only representations and warranties by the Company with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarymatters.
Appears in 2 contracts
Samples: Merger Agreement (Harmony Biosciences Holdings, Inc.), Merger Agreement (Harmony Biosciences Holdings, Inc.)
Intellectual Property Rights. The Company and its subsidiaries ownSubsidiaries own or possess adequate rights or licenses to use all trademarks, or have obtained valid trademark applications and enforceable licenses for, the inventions, patent applications, patents, trademarksregistrations, trade names, service marks, service xxxx registrations, service names, copyrightspatents, patent rights, patent applications, copyrights (whether or not registered), inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted rights (collectively, “Intellectual Property”), and the ) necessary to conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights as conducted as of others, in each case in any material respectthe date this representation is made. Except as otherwise disclosed set forth in the Registration StatementSchedule 3(p), Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, (i) none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes Subsidiaries in its Intellectual Property have expired or otherwise violatesterminated, or wouldare expected to expire or terminate within five years from the date of this Agreement, upon except to the commercialization of any product extent such termination would not and could not reasonably be expected, individually or service described in the Registration Statementaggregate, the Time of Sale Prospectus or the Prospectus as under developmentto have a Material Adverse Effect, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property (ii) there has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned no infringement by or exclusively licensed to the Company or any of its affiliates Subsidiaries or under which any of the Company’s or any of its Subsidiaries’ licensors or licensees of any Intellectual Property rights of others, (iii) there has been no infringement by any third parties of any Intellectual Property owned or licensed by the Company or any of its affiliates has rights haveSubsidiaries, to the knowledge or of any development of similar or identical trade secrets or technical information by others, (iv) there is no claim, action or proceeding against or being threatened against, the Company, been duly any of its Subsidiaries or any of their respective licensors regarding their Intellectual Property or infringement of other Intellectual Property rights and properly filed and each issued patent there is no claim, action or proceeding against or being diligently maintained; to the knowledge of threatened against the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents its Subsidiaries or patent applications owned byany of their respective licensors regarding their Intellectual Property or infringement of other Intellectual Property rights, or exclusively licensed to the Company or its subsidiaries and (v) there are no facts required or circumstances that could reasonably be expected to be disclosed give rise to any of the USPTO foregoing, (vi) there is no patent or patent application which contains claims that were not disclosed to interfere with the USPTO and which would preclude issued or pending claims of any of the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development Intellectual Property owned or licensed by the Company or any subsidiary fall within the scope of its Subsidiaries, and (vii) none of the claims of one or more patents or patent applications owned by, or exclusively licensed to, technology employed by the Company or any subsidiaryof its Subsidiaries has been obtained or is being used by the Company or any of its Subsidiaries in violation of any material contractual obligation binding on the Company or any of its Subsidiaries or is being used by any of the officers, directors or employees of the Company or of its Subsidiaries on behalf of the Company or any of its Subsidiaries in violation of the rights of any Person or Persons. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and the value of all of their material Intellectual Property.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Kaching Kaching, Inc.), Securities Purchase Agreement (Duke Mining Company, Inc.)
Intellectual Property Rights. The Except as set forth in SCHEDULE 3(X), the Company and its subsidiaries own, Subsidiaries own or have obtained valid possess adequate rights or licenses to use (A) patents (and enforceable licenses for, the inventionsany renewals and extensions thereof), patent applicationsrights (and any applications therefor), patents, rights of priority and other rights in inventions; (B) trademarks, trade names, service names, copyrightsmarks, trade secrets names and trade dress, and all registrations and applications therefor and all legal and common-law equivalents of any of the foregoing; (C) copyrights and rights in mask works (and any applications or registrations for the foregoing, and all renewals and extensions thereof), common-law copyrights and rights of authorship including all rights to exploit any of the foregoing in any media and by any manner and means now known or hereafter devised; (D) industrial design rights, and all registrations and applications therefor; (E) rights in data, collections of data and databases, and all legal or common-law equivalents thereof; (F) rights in domain names and domain name reservations; (G) rights in trade secrets, proprietary information and know-how (collectively, "INTELLECTUAL PROPERTY RIGHTS"), collectively with all licenses and other intellectual property agreements providing the Company or its Subsidiaries the Intellectual Property Rights material to the operation of their businesses as now conducted and as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respectSEC Documents. Except as otherwise disclosed set forth in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledgeSCHEDULE 3(X), none of the Company or any of its Subsidiaries has knowledge that any of them has infringed on any of the Intellectual Property Rights of any Person and none of the Company has been adjudged by a court or any of competent jurisdiction its Subsidiaries is infringing on any of the Intellectual Property Rights of any Person. There is no action, suit, hearing, claim, notice of violation, arbitration or other proceeding, hearing or investigation that is pending, or to be invalid or unenforceable, in whole or in part. To the Company’s 's knowledge: (i) there are no third parties who have rights to , is threatened against, the Company regarding the infringement of any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that Rights. The Company is disclosed in the Registration Statementnot, the Time to its knowledge, making unauthorized use of Sale Prospectus and the Prospectus as licensed to the Company any confidential information or one or more trade secrets of its subsidiariesany third party, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of any asserted infringement (nor is the Company aware of or conflict with asserted any reasonable basis for any third party asserting an infringement) by the Company of, any rights of others a third party with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual PropertyRights. The Company and its subsidiaries Subsidiaries have complied in taken reasonable security measures to protect the secrecy, confidentiality and value of all material respects with the terms of each agreement pursuant to which their Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryRights.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Prentice Capital Management, LP), Securities Purchase Agreement (Sac Capital Advisors LLC)
Intellectual Property Rights. The Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own, own or have obtained valid valid, binding and enforceable licenses for, or other rights under the inventions, patents and patent applications, patentscopyrights, trademarks, trademark registrations, service marks, service xxxx registrations, trade names, service names, copyrights, names and know-how (including trade secrets and other intellectual property unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for, or used in the conduct, or the proposed conduct, of their respective businesses in the manner described in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, the “Company Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied withis free and clear of all material liens or encumbrances; (viii) to the knowledge of the Company, the patents, trademarks and copyrights included within the Company Intellectual Property are valid, enforceable and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Propertysubsisting; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus, (i) neither the Company nor any of its subsidiaries is obligated to pay a material royalty, grant a license or optionlicense, or provide other material consideration to any third party in connection with the Company’s Company Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed , (ii) no action, suit, claim or other proceeding is pending, or to the Company or any subsidiaryknowledge of the Company, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to is threatened, alleging that the Company or any of its affiliates subsidiaries is infringing, misappropriating, diluting or under which otherwise violating any rights of others with respect to any of the Company’s or its subsidiaries’ product candidates, processes or intellectual property, (iii) no action, suit, claim or other proceeding is pending, or to the knowledge of the Company, is threatened, challenging the validity, enforceability, scope, registration, ownership or use of any of the patents or patent applications included in the Company Intellectual Property (iv) the Company has not received written notice of any claim of infringement, misappropriation or conflict with any asserted rights of others with respect to any of the Company’s or its subsidiaries products, proposed products, processes or Company Intellectual Property, (v) to the knowledge of the Company, the development, sale, and any currently proposed use of any of the products, proposed products or processes of the Company or any its subsidiaries referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, in the current or proposed conduct of its affiliates has rights havethe business of the Company in the manner and to the extent described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, do not currently, and would not, if commercialized as of the date hereof, to the knowledge of the Company, been duly and properly filed and each issued infringe any right or valid patent is being diligently maintained; claim of any third party, (vi) to the knowledge of the Company, no third party has any ownership right in or to any Company Intellectual Property that is owned by the parties prosecuting such applications have complied with their duty of disclosure Company or its subsidiaries, and to the USPTO. To knowledge of the Company’s knowledge, there are no material defects third party has any ownership right in or to any Company Intellectual Property in any field of the patents or patent applications owned by, or use that is exclusively licensed to the Company or its subsidiaries and there are no facts required subsidiaries, other than any licensor to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope its subsidiaries of the claims of one or more patents or patent applications owned bysuch Company Intellectual Property, or exclusively licensed to, and (vii) the Company or any subsidiaryhas taken reasonable measures to protect its confidential information and trade secrets and to maintain and safeguard the Company Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements.
Appears in 2 contracts
Samples: Underwriting Agreement (Seres Therapeutics, Inc.), Underwriting Agreement (Seres Therapeutics, Inc.)
Intellectual Property Rights. The (a) Section 4.6(a) of the Company Disclosure Schedule lists all Patents owned or purported to be owned by the Acquired Companies (“Company Patents”), registered and applied-for Marks owned or purported to be owned by the Acquired Companies (“Company Marks”) and registered and applied-for Copyrights owned or purported to be owned by the Acquired Companies (“Company Copyrights”).
(b) Except as set forth in Section 4.6(b) of the Company Disclosure Schedule and except for matters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect:
(i) the Acquired Companies are the sole and exclusive beneficial and, with respect to applications and registrations, record owner of all of the Company Intellectual Property Assets, free and clear of all Encumbrances (other than Permitted Encumbrances);
(ii) all Company Patents, Company Marks and Company Copyrights have been duly maintained (including the payment of maintenance fees) and are not expired, cancelled or abandoned and, to the Knowledge of the Company, are valid and enforceable, except for such issuances, registrations or applications that the Company has permitted to expire or has cancelled or abandoned in its subsidiaries ownreasonable business judgment based on their not being material to the operation of the business of the Acquired Companies;
(iii) there are no pending or, to the Knowledge of the Company, threatened claims against any Acquired Company alleging that the operation of the business of such Acquired Company infringes, misappropriates or otherwise violates, or have obtained valid and enforceable licenses forhas infringed, misappropriated or otherwise violated, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described rights of any Person in or to any Intellectual Property Assets (“Third Party IP Assets”) or that any of the Registration StatementCompany Intellectual Property Assets is invalid or unenforceable;
(iv) to the Knowledge of the Company, the Time operation of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for business of the conduct of their respective businesses Acquired Companies as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such violate, and as conducted since January 1, 2015, has not infringed, misappropriated or otherwise violated, the rights of othersany Person in or to any Third Party IP Assets, in each case in and the manufacture of the Products as currently carried out does not require any material respect. Except as otherwise disclosed trade secrets, proprietary know-how or other intellectual property that is not owned by the Company;
(v) to the Knowledge of the Company, there is no jurisdiction anywhere in the Registration Statement, Time of Sale Prospectus or world in which the Prospectus, to the Company’s knowledge, none of the Intellectual Property Marks listed on Schedule 4.6(b)(v) of the Company has been adjudged Disclosure Schedule are not available for use and registration by a court an Acquired Company in connection with the types of competent jurisdiction products offered by the Acquired Companies under such Marks;
(vi) all employees and consultants who made material contributions to be invalid the discovery or unenforceabledevelopment of any of the Company Intellectual Property Assets did so either (A) within the scope of his or her employment such that, subject to and in whole accordance with applicable Law, all Intellectual Property Assets arising therefrom became the exclusive property of and are exclusively owned by an Acquired Company or in part. To (B) pursuant to written agreements assigning, subject to applicable Law, all Intellectual Property Assets arising therefrom to an Acquired Company;
(vii) to the Knowledge of the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no no, nor has there been any, infringement, misappropriation or dilution other violation by third parties any Person of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual PropertyAssets; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; and
(viii) the Company has taken reasonable security measures to protect the secrecy of all Trade Secrets owned by the Acquired Companies (the “Company Trade Secrets”), including, without limitation, requiring each Company employee and its subsidiaries have taken all reasonable steps consultant and any other person with access to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure Trade Secrets to execute a binding confidentiality 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. There is no pending orand, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging Knowledge of the Company’s rights in or , there has not been any breach by any party to any Intellectual Property; such confidentiality agreements.
(Bc) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting The Acquired Companies maintain policies and procedures regarding data security and privacy that are commercially reasonable and that are designed to ensure that the Company or any Acquired Companies are in compliance with all applicable Law concerning privacy and data security of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual PropertyPersonal Data. The Acquired Companies are, and, to the Knowledge of Company and its subsidiaries have complied been, in compliance in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryapplicable Laws, and all such agreements are in full force the Acquired Companies’ past and effectpresent privacy policies, pertaining to data privacy and data security of Personal Data. All patents and patent applications owned by or exclusively licensed to To the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge Knowledge of the Company, there have been duly and properly filed and each issued patent is being diligently maintained; no material losses or thefts of data or security breaches relating to any Personal Data or Trade Secrets used in the businesses of the Acquired Companies. None of the Acquired Companies has received written notice of any investigations, claims, or lawsuits related to the knowledge Acquired Companies’ processing of any Personal Data and to the Knowledge of the Company, no such investigations, claims or lawsuits are pending.
(d) Neither the parties prosecuting such applications have complied execution, delivery, or performance of this Agreement, nor the consummation of the transactions contemplated hereby, will, with their duty or without notice or the lapse of disclosure time, result in, or give any other Person the right or option to cause or declare, (i) a loss of rights in, or Lien on, or the USPTO. To acceleration of any rights with respect to, or (ii) the Company’s knowledgegrant, there are no material defects assignment, or transfer to any other Person of any license or other right or interest under, to, or in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development Intellectual Property Assets used by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryAcquired Companies.
Appears in 2 contracts
Samples: Merger Agreement (Amplify Snack Brands, INC), Merger Agreement (Hershey Co)
Intellectual Property Rights. The Except as set forth on Schedule 3(o), the Company and its subsidiaries ownSubsidiaries own or possess adequate rights or licenses to use all trademarks, or have obtained valid trademark applications and enforceable licenses for, the inventions, patent applications, patents, trademarksregistrations, trade names, service marks, service xxxx registrations, service names, copyrightspatents, patent rights, patent applications, copyrights (whether or not registered), inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted rights (collectively, “Intellectual Property”), and the ) necessary to conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights as conducted as of others, in each case in any material respectthe date this representation is made. Except as otherwise disclosed set forth in the Registration StatementSchedule 3(o), Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, (i) none of the Intellectual Property rights of the Company has been adjudged by a court or any of competent jurisdiction to be invalid or unenforceable, its Subsidiaries in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to its Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company have expired or one or more of its subsidiaries, and the Company has not granted any material liens, security intereststerminated, or encumbrances on are expected to expire or with respect to such Intellectual Property except as otherwise disclosed in terminate within five (5) years from the Registration Statementdate of this Agreement, Time of Sale Prospectus or the Prospectus; (ii) there is has been no infringement, misappropriation or dilution infringement by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending Subsidiaries or, to the Company’s knowledgeKnowledge, threatened action, suit, proceeding or claim by others: (A) challenging any of the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability of its Subsidiaries’ licensors or scope licensees of any Intellectual Property; Property rights of others, (iii) to the Company’s Knowledge, there has been no infringement by any third parties of any Intellectual Property owned or (C) asserting that licensed by the Company or any of its subsidiaries infringes or otherwise violatesSubsidiaries, or would, upon the commercialization of any product development of similar or service described identical trade secrets or technical information by others, (iv) there is no claim, action or proceeding pending or threatened in the Registration Statementwriting against, the Time of Sale Prospectus or the Prospectus as under development, infringe or violateCompany, any patentof its Subsidiaries or, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Knowledge, any of their respective licensors regarding their Intellectual Property. The Company Property or infringement of other Intellectual Property rights, and there is no claim, action or proceeding pending or threatened in writing against the Company, any of its subsidiaries have complied in all material respects Subsidiaries or, to the Company’s Knowledge, any of their respective licensors regarding their Intellectual Property or infringement of other Intellectual Property rights, (v) there are no facts or circumstances that could reasonably be expected to give rise to any of the foregoing, (vi) there is no patent or patent application which contains claims that interfere with the terms issued or pending claims of each agreement pursuant to which any of the Intellectual Property has been owned or licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which Subsidiaries, and (vii) none of the technology employed by the Company or any of its affiliates Subsidiaries has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent obtained or is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development used by the Company or any subsidiary fall within the scope of the claims its Subsidiaries in violation of one or more patents or patent applications owned by, or exclusively licensed to, any material contractual obligation binding on the Company or any subsidiaryof its Subsidiaries or is being used by any of the officers, directors or employees of the Company or of its Subsidiaries on behalf of the Company or any of its Subsidiaries in violation of the rights of any Person or Persons. The Company and its Subsidiaries have taken commercially reasonable security measures to protect the secrecy, confidentiality and the value of all of their material Intellectual Property.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Pipeline Data Inc), Stock Purchase Agreement (Pipeline Data Inc)
Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property Except (i) as described in the Registration Statement, any Preliminary Prospectus, the Time of Sale Pricing Prospectus or the Prospectus, or (ii) as would not, individually or in the aggregate, have a Material Adverse Change, (A) to the Company’s knowledge, the Company owns or possesses the right to use all patents, trademarks, trademark registrations, service marks, service xxxx registrations, trade names, copyrights, licenses, inventions, software, databases, know-how, Internet domain names, trade secrets and the Prospectus as being owned other unpatented and/or unpatentable proprietary or licensed by them confidential technology and information, systems or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted procedures, and other material intellectual property (collectively, “Intellectual Property”)) necessary to carry on its business as currently conducted, and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of othersas proposed to be conducted, in each case in any material respect. Except as otherwise disclosed described in the Registration Statement, Time any Preliminary Prospectus, the Pricing Prospectus or the Prospectus (collectively, “Company Intellectual Property”) and the Company is not aware of Sale any claim to the contrary or any challenge by any other person or entity to the rights of the Company with respect to the foregoing; (B) each of the agreements described in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, to the Company’s knowledge, none which include licensing or transfer of the Intellectual Property (each an “Intellectual Property Agreement”) are valid, binding upon, and enforceable by or against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the rights of creditors generally and general equitable principles; (C) the Company has been adjudged by a court complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of competent jurisdiction to be invalid or unenforceablebreach of, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesAgreement, and the Company has not granted no knowledge of any material liens, security interests, breach or encumbrances on or with respect anticipated breach by any other person to such any Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the ProspectusAgreement; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iiiD) the Company is has not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied withfrom, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validityby, enforceability or scope of any Intellectual Property; or (C) asserting others that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, any Preliminary Prospectus, the Time of Sale Pricing Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Intellectual Property or other proprietary rights franchise right of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither any person or entity; (E) the Company nor its subsidiaries is obligated has not instituted, and does not currently plan to pay a material royaltyinstitute, grant a license any claim against any person or option, or provide other material consideration entity for infringement of the Company Intellectual Property; (F) to any third party in connection with the Company’s knowledge, no person or entity infringes or is otherwise in conflict with the Company Intellectual Property; (G) the Company has taken all steps reasonably necessary to protect, maintain and safeguard its rights in all Company Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements; (H) the consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for use any of the Company Intellectual Property as owned, used or held for use in the conduct of its business; (I) the granted and issued government registered Company Intellectual Property owned or licensed by the Company is currently in force and has been properly maintained and has not been adjudged by a court of competent jurisdiction as 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 nor to the Company’s knowledge is there any reasonable basis for such a claim; and (J) the pending government registered Company Intellectual Property owned or licensed by the Company is current, up-to-date and in good standing, and the Company has followed in all material respects all relevant laws, rules, procedures and requirements in the filing, prosecution and maintenance of such pending government registered Intellectual Property in the relevant jurisdiction to which such government registered Company Intellectual Property is pending. The Company and its subsidiaries have has at all times complied in all material respects with all applicable laws relating to privacy, data protection, and the terms collection and use of each agreement pursuant to which Intellectual Property has been licensed to personal information collected, used, or held for use by the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge conduct of the Company’s business. No claims have been asserted or, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in threatened against the Company alleging a violation of any person’s privacy or personal information or data rights, and the consummation of the patents transactions contemplated hereby will not breach or patent applications owned byotherwise cause any violation of any law related to privacy, data protection, or exclusively licensed the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company is not a party to or bound by any options, licenses or agreements with respect to the Company Intellectual Property of any other person or its subsidiaries and there entity that are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described set forth in the Registration Statement, any Preliminary Prospectus, the Time of Sale Pricing Prospectus or the Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryare not described therein.
Appears in 2 contracts
Samples: Underwriting Agreement (Stemline Therapeutics Inc), Underwriting Agreement (Stemline Therapeutics Inc)
Intellectual Property Rights. The Company (a) Seller exclusively owns all right, title and interest to and in its subsidiaries ownSeller IP free and clear of any and all Encumbrances. Without limiting the generality of the foregoing:
(i) all documents and instruments necessary to perfect the rights of the Seller or any Affiliate of the Seller in the Seller IP have been validly executed, delivered and filed in a timely manner with the appropriate Governmental Body;
(ii) except as disclosed on Schedule 3.7(a)(ii) (for which any Losses relating to the same shall remain the responsibility of the Seller, EVSA, DRUSA, HEI and SALN pursuant to Article VIII), each current and former employee, consultant and contractor employed or have obtained engaged by the Seller or any of its Affiliates who has participated to the extent in the creation, design or development of Seller IP has signed a valid and enforceable licenses foragreement containing an assignment, irrevocable on its face, of Intellectual Property Rights to the inventionsSeller IP and confidentiality provisions protecting the Seller IP;
(iii) no employee, patent applicationsconsultants or contractors employed or engaged by the Seller or its Affiliates has any claim, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned right (whether or licensed by them not currently exercisable) or which are necessary for the conduct of their respective businesses as currently conducted interest to or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration StatementSeller IP;
(iv) no funding, Time facilities or personnel of Sale Prospectus any Governmental Body were used, directly or the Prospectusindirectly, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid develop or unenforceablecreate, in whole or in part, any Seller IP; and
(v) the Seller and each of its Affiliates has taken all reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary information held by each of the Seller or any its Affiliates, or purported to be held by each of the Seller or any of its Affiliates, as a trade secret relating to the business of such Seller or Affiliate, in each case relating to the Seller IP.
(b) All Seller IP, except for pending applications, is valid, subsisting and enforceable, and all pending applications related to Seller IP are in good standing and are not under challenge. To Without limiting the Company’s knowledge: generality of the foregoing:
(i) there are no third parties who have rights trademark or trade name relating to any Intellectual Property, except for customary reversionary rights Seller IP infringes the trademark or trade name of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesany other Person, and the Company no event or circumstance has not granted any material liens, security interestsoccurred or exists that has resulted in, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would could reasonably be expected to result in in, the abandonment of any registered trademark relating to the Seller IP owned or used by or subject to a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any current application of the foregoing whichSeller;
(ii) each item of Seller IP that is Registered IP is and at all times has been in compliance with all laws, singly statutes, ordinances, rules, regulations, decrees, writs, jurisdictions, judgments, rulings, or in the aggregate, if the subject of an unfavorable decision, ruling orders or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied withGovernmental Body, and all filings, payments and other actions required to be made or taken to maintain such requirements item of Seller IP in foreign offices having similar requirements applicable to the Company full force and its subsidiaries effort have been complied with; made by the applicable deadline;
(viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iviii) no employee interference, opposition, reissue, reexamination or other proceeding of the Company any nature is in or has been in violation 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. There is no pending or, to the Company’s knowledgeKnowledge of the Sellers, threatened actionthreatened, suitin which the scope, proceeding validity or claim by othersenforceability of any Seller IP is being, has been or could reasonably be expected to be contested or challenged.
(c) Neither the execution, delivery or performance of this Agreement nor the consummation of any of the transactions contemplated hereby will, with or without notice or the lapse of time, result in or give any other Person the right or option to cause or declare: (Ai) challenging a loss of, or Encumbrance on, any Seller IP; (ii) the Company’s rights in release, disclosure or delivery of any Seller IP by or to any Intellectual Property; (B) challenging the validity, enforceability escrow agent or scope of any Intellectual Propertyother Person; or (Ciii) asserting that the Company grant, assignment or transfer to any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization other Person of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret license or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license right or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights haveinterest under, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects or in any of the patents or patent applications owned bySeller IP.
(d) To the Knowledge of the Seller, no Person has infringed, misappropriated, or exclusively otherwise violated, and no Person is currently infringing, misappropriating or otherwise violating, any Seller IP.
(e) None of the Seller IP infringes or conflicts with, nor has any Seller IP ever infringed or conflicted with any Intellectual Property Right of any other Person. Without limiting the generality of the foregoing:
(i) the Seller has never received any notice or other communication relating to any actual, alleged or suspected infringement, misappropriation or violation of any Intellectual Property Right of another Person that relates to the Seller IP; and
(ii) no claim or proceeding involving any Intellectual Property or Intellectual Property Right licensed to the Company or its subsidiaries and there are no facts required to be disclosed Seller relating to the USPTO that were not disclosed Seller IP is pending or, to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope Knowledge of the claims of one or more patents or patent applications owned bySeller, or exclusively licensed to, the Company or any subsidiaryhas been threatened.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Mercadolibre Inc)
Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, or otherwise have sufficient rights to use, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), except where the failure to so own, license or otherwise hold or acquire would not reasonably be expected to have a Material Adverse Change, and to the Company’s knowledge, the Company’s conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication, except as would not reasonably be expected to have a Material Adverse Change. To the Company’s knowledge: (i) there are no third parties who have rights to any material Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries, ; and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution material infringement by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than , and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim, except in each case as disclosed would not reasonably be expected, individually or in the Registration Statementaggregate, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay result in a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual PropertyMaterial Adverse Change. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned byincluded in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the knowledge of the Company, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or exclusively licensed any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. None of the Company owned material Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development has been obtained or is being used by the Company or its subsidiary in violation of any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, contractual obligation binding on the Company or its subsidiaries or any subsidiaryof their respective officers, directors or employees or otherwise in violation of the rights of any persons.
Appears in 2 contracts
Samples: Open Market Sale Agreement (GameStop Corp.), Open Market Sale Agreement (GameStop Corp.)
Intellectual Property Rights. The (a) (i) Except as set forth in Section 5.18 of the Company Disclosure Schedule, Company and its subsidiaries ownSubsidiaries own all right, title and interest in or have obtained valid and enforceable licenses forrights to use, by license or other agreement, all of the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described Intellectual Property Rights that are currently used in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of Company’s or any of its Subsidiary’s business, free of all liens, pledges, charges, options, rights of first refusal, security interests or other encumbrances of any kind, (ii) no action, claim, arbitration, proceeding, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) has commenced, been brought or heard by or before any Governmental Entity or arbitrator or is pending or is threatened in writing by any third Person with respect to any Intellectual Property Rights owned or used by Company or any of its Subsidiaries in connection with their respective businesses as currently conducted, including any of the foregoing that alleges that the operation of any such business infringes, misappropriates, impairs, dilutes or otherwise violates the rights of others, and there are no grounds for the same, and Company and its Subsidiaries are not subject to any outstanding injunction, judgment, order, decree, ruling, charge, settlement, or other dispute involving any third Person’s Intellectual Property Rights, and (iii) to the knowledge of Company, no Person has infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating, any Intellectual Property Rights owned or used by Company or any of its Subsidiaries in connection with their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries Subsidiaries has received brought or threatened any notice of infringement of such claims, suits, arbitrations or conflict with asserted rights of others with respect to other adversarial proceedings against any of third party that remain unresolved. Excluded from the foregoing whichprovisions of this Section 5.18 are matters that, singly individually or in the aggregate, if aggregate with other such matters not otherwise disclosed in Section 5.18 of the subject of an unfavorable decision, ruling or findingCompany Disclosure Schedule, would not reasonably be expected to result in have a Material Adverse Change; (v) the Company is the owner or co-owner Effect on Company. All of the material Intellectual Property owned or used by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes Subsidiaries prior to the Closing will be owned or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The available for use by Company and its subsidiaries have complied in all material respects with Subsidiaries immediately after the Closing on substantially the same terms and conditions as prior to the Closing.
(b) For purposes of each agreement pursuant to which this Agreement, “Intellectual Property has been licensed to Rights” means any or all rights in, arising out of or associated with any of the Company or any subsidiaryfollowing: (i) all United States, international and all such agreements are in full force and effect. All foreign patents and patent applications owned by (including all reissues, reexaminations, divisionals, renewals, extensions, provisionals, continuations, continuations-in-part, patent disclosures, mask works and integrated circuit topographies) and all equivalents thereof; (ii) all computer software (including source and object code) and related documentation, confidential information, trade secrets, inventions (whether patentable or exclusively licensed not), business information, customer lists, know how, show how, technology and all documentation relating to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents foregoing; (iii) all United States and foreign copyrights, copyright registrations and applications therefor in both published and unpublished works; (iv) all United States and foreign trademarks and service marks (whether or patent not registered), trade names, designs, logos, slogans and general intangibles of like nature, together with all goodwill appurtenant thereto, and applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant for registration of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent foregoing; and (v) Internet domain name registrations and applications owned by, or exclusively licensed to, the Company or any subsidiarytherefor.
Appears in 2 contracts
Samples: Merger Agreement (Titan Corp), Merger Agreement (Lockheed Martin Corp)
Intellectual Property Rights. The Except as described in the Public Disclosure Documents, (i) the Company and its subsidiaries ownSubsidiaries own or possess adequate rights or licenses to all patents, or have obtained valid and enforceable licenses for, the inventions, patent applicationscopyrights, patentsknow how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, copyrights, trade secrets domain names and other intellectual property property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing currently employed by them in connection with the business as described in the Registration Statement, Public Disclosure Documents and which the Time of Sale Prospectus and the Prospectus as being owned failure to so own or licensed by them possess adequate rights or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted license could have a Material Adverse Effect (collectively, the “Intellectual PropertyProperty Rights”), ; (ii) the Intellectual Property Rights owned by the Company and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectusits Subsidiaries and, to the knowledge of the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as Rights exclusively licensed to the Company or one or more and its Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiariesSubsidiaries as described in the Public Disclosure Documents are valid, subsisting and enforceable, and there is no pending or, to the Company has not granted knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual PropertyRights; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries Subsidiaries has received any notice alleging any infringement, misappropriation or other violation of infringement of or conflict with asserted rights of others with respect to any of the foregoing Intellectual Property Rights which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in have a Material Adverse ChangeEffect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent no third party is being diligently maintainedinfringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the knowledge of the Company, neither the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in Company nor any of the patents its Subsidiaries infringes, misappropriates or patent applications owned byotherwise violates, or exclusively licensed to has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; and (vii) the Company or and its subsidiaries Subsidiaries use, and there are no facts required have used, commercially reasonable efforts to appropriately maintain all information intended to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of maintained as a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarytrade secret.
Appears in 2 contracts
Samples: Subscription Agreement (Canopy Growth Corp), Subscription Agreement (Canopy Growth Corp)
Intellectual Property Rights. The Company and each of its subsidiaries ownowns, possesses, or have obtained valid and enforceable licenses forhas rights to use, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus all Intellectual Property (as being owned or licensed by them or which are defined below) necessary for the conduct of their respective businesses the Company’s and its subsidiaries’ business as currently now conducted or as currently proposed and disclosed to be conducted owned, possessed or used by the Company or its subsidiaries in the SEC Reports, except for such failure to own, possess or have such rights that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and, there are no unreleased liens or security interests which have been filed, or which the Company has received notice of, against any of the patents owned by the Company. Furthermore, (collectivelyA) there is no infringement, “misappropriation or violation by third parties of any such Intellectual Property”), and the conduct of their respective businesses does except as such infringement, misappropriation or violation would not and will not infringereasonably be expected, misappropriate individually or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statementaggregate, Time of Sale Prospectus or the Prospectusto have a Material Adverse Effect; (B) there is no pending or, to the Company’s knowledge, none threatened, Action by others challenging the Company’s or any of its subsidiaries’ rights in or to any such Intellectual Property, except for such failure to own, possess or have such rights that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (C) the Intellectual Property of owned by the Company and its subsidiaries, and to the Company’s knowledge, the Intellectual Property licensed to the Company and its subsidiaries, has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To , and there is no pending or, to the Company’s knowledge: (i) there are no third parties who have rights to , threatened Action by others challenging the validity, enforceability or scope of any such Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (iiD) there is no infringementpending or, misappropriation to the Company’s knowledge, threatened Action by others that the Company or dilution by third parties any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting Property or otherwise violating the intellectual property other proprietary rights of third partiesothers, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any written notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Changesuch Action; and (vE) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protectCompany’s knowledge, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company or any of its subsidiaries is in or has been in violation 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. There is no pending or, to Company or any of its subsidiaries or actions undertaken by the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that employee while employed with the Company or any of its subsidiaries infringes subsidiaries, except such violation as would not reasonably be expected, individually or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statementaggregate, the Time of Sale Prospectus to have a Material Adverse Effect. Except as would not reasonably be expected, individually or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statementaggregate, to have a Material Adverse Effect, (1) the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in disclosed to the U.S. Patent and Trademark Office (“USPTO”) all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed information known to the Company or any subsidiaryto be relevant to the patentability of its inventions in accordance with 37 C.F.R. Section 1.56, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to (2) neither the Company or nor any of its affiliates subsidiaries made any misrepresentation or under which concealed any information from the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects USPTO in any of the patents or patent applications owned by, or exclusively licensed to the Company Company, or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described the prosecution thereof, in the Registration Statement, the Time violation of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.37 C.F.R.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Transphorm, Inc.), Securities Purchase Agreement (Transphorm, Inc.)
Intellectual Property Rights. (a) Section 3.15 of the Company Disclosure Letter sets forth a complete and correct list of all registered Intellectual Property owned, licensed or, to the Knowledge of the Company, otherwise used, by the Company or any of its Subsidiaries, excluding registered Off-the-Shelf Software and registered Internet domain names accessed by the Company or any of its Subsidiaries in the course of their accessing the Internet (the “Company Intellectual Property”). The Company or one of its Subsidiaries owns a complete and undivided interest in all material Company Intellectual Property free and clear of any Liens (other than Permitted Liens). The Company or one of its Subsidiaries has the right to use the material Company Intellectual Property in all material respects and will continue to have such right after Closing.
(b) All of the Company Intellectual Property is valid, subsisting, in full force and effect (except with respect to applications), and has not expired or been cancelled or abandoned.
(c) The Company and its subsidiaries Subsidiaries (i) own, or have obtained valid and enforceable licenses forrights to use, all of the inventionsIntellectual Property used or held for use in, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of the Business, and (ii) have, at all times since the dates of their respective businesses formations, owned or had valid rights to use all of the Intellectual Property used or held for use in the Business.
(d) The Company and its Subsidiaries are in compliance in all material respects with contractual obligations relating to the protection of such of the Company Intellectual Property as currently conducted they use pursuant to license or as currently proposed to be conducted other agreement.
(collectivelye) To the Knowledge of the Company, “Intellectual Property”), and the conduct of their respective businesses the Business does not and will not infringe, misappropriate infringe or otherwise conflict with any such the rights of others, any Person in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time respect of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property such infringements or conflicts that is disclosed in the Registration Statementwould not, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling have or finding, would reasonably be expected to result in have a Material Adverse Change; (v) Effect. To the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge Knowledge of the Company, been duly and properly filed and each issued patent none of the Company Intellectual Property is being diligently maintained; infringed or otherwise used or being made available for use by any Person without a license or permission from the Company except for such infringements or uses as would not, individually and in the aggregate, have or reasonably be expected to the knowledge have a Material Adverse Effect. None of the Company, the parties prosecuting such applications have complied with their duty of disclosure Company Intellectual Property is subject to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents outstanding Order by or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statementcourt, the Time of Sale Prospectus and the Prospectus as under development by the Company tribunal, arbitrator or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryother Governmental Entity.
Appears in 2 contracts
Samples: Merger Agreement (FOHG Holdings, LLC), Merger Agreement (Frederick's of Hollywood Group Inc /Ny/)
Intellectual Property Rights. The Company and its subsidiaries ownExcept for violations, breaches, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect defaults which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing whichnot, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in have a Material Adverse Change; Effect, and to the knowledge of the Parent, (va) the Company Parent or Parent Subsidiary owns or is validly licensed or otherwise has the owner right to use, all Intellectual Property Rights used or co-owner held for use by the Parent or Parent Subsidiary and all goodwill associated therewith in the same manner in which any such Intellectual Property Right have been or is now being used, (b) the Parent or Parent Subsidiary has not infringed upon, misappropriated or otherwise violated any Intellectual Property Right or other proprietary information of any other person, (c) there is no claim, demand or proceeding pending or threatened, that pertains to or challenges the right of the Parent or Parent Subsidiary to use any of the Intellectual Property owned by it and has Rights (including any claim that the valid right to use the Intellectual Property; (vi) there are no material defects in Parent or Parent Subsidiary must license or refrain from using any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret Rights or other proprietary rights information of others. Other than as disclosed in any other person), (d) the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a Parent or Parent Subsidiary has not granted any license or optionother right and has no obligation to grant any other license or other right with respect thereto, (e) no other person has infringed upon, misappropriated or provide other material consideration to otherwise violated any Intellectual Property Right of the Parent or any Parent Subsidiary, (f) the Parent or Parent Subsidiary is the licensee under fully paid, enforceable licenses that govern its use of software in which any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which has Intellectual Property has been licensed to the Company or any subsidiaryRights, and all (g) each of such agreements are licenses remains in full force and effect. All patents and patent applications owned by , (h) the Parent or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates Parent Subsidiary has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with breached any such application. The products described license, and (i) the Parent or Parent Subsidiary has paid all amounts that have heretofore become due and payable in the Registration Statement, the Time respect of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarysuch licenses.
Appears in 2 contracts
Samples: Merger Agreement (Critical Home Care Inc), Merger Agreement (Starcraft Corp /In/)
Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus Statement or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus Statement or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 2 contracts
Samples: Equity Distribution Agreement (TELA Bio, Inc.), Equity Distribution Agreement (TELA Bio, Inc.)
Intellectual Property Rights. The To the Company’s knowledge, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and and, to the Company’s knowledge, the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and such Intellectual Property is owned by the Company has not granted any or its affiliates free and clear of all material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectusencumbrances; (ii) there is no material infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in have a Material Adverse Changematerial adverse effect on the Company and its subsidiaries, taken as a whole; and (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, co-owned by, or exclusively licensed to the Company or its subsidiaries. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, consultants or independent contractors, and, to the Company’s knowledge, no employee, consultant, or independent contractor of the Company is in or has been in violation 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. To the Company’s knowledge, all patents and patent applications owned by by, co-owned by, or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights havehave are, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; maintained except as would not reasonably be expected, individually or in the aggregate, to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTOa Material Adverse Effect. To the Company’s knowledge, there are no material defects in any the duty of candor and good faith as required by the USPTO during the prosecution of the United States patents or and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. To the Company’s knowledge, none of the Company owned by, Intellectual Property or exclusively licensed to technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries and there are no facts required to be disclosed to has been obtained or is being used by the USPTO that were not disclosed to Company or its subsidiaries in violation of any contractual obligation binding on the USPTO and which would preclude Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the grant rights of a patent in connection with any such applicationpersons. The products product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Keros Therapeutics, Inc.), Underwriting Agreement (Keros Therapeutics, Inc.)
Intellectual Property Rights. The Company and its subsidiaries own, Subsidiaries own or have obtained valid and enforceable possess (or can acquire on reasonable terms) adequate rights or licenses for, the inventions, patent applications, patents, to use all material trademarks, trade names, service marks, service xxxx registrations, service names, patents, patent rights, copyrights, trade secrets inventions, licenses and other similar intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed currently employed by them or which in connection with the business currently operated by them that are necessary for use in the conduct of their respective businesses as currently conducted or as currently proposed described in the SEC Documents and which the failure to so have would not reasonably be conducted expected to have a Material Adverse Effect (collectively, the “Intellectual PropertyProperty Rights”). To the knowledge of the Company, all such Intellectual Property Rights owned by the Company or any Subsidiary are enforceable and there is no existing infringement by another Person of any of the conduct of their respective businesses does not and will not infringe, misappropriate Intellectual Property Rights owned by the Company or otherwise conflict with any such rights of others, in each case in any material respectSubsidiary. Except as otherwise disclosed set forth in the Registration StatementSEC Documents, Time of Sale Prospectus there are no actions, suits or the Prospectusjudicial proceedings pending, or to the Company’s knowledgeknowledge threatened, none relating to patents or proprietary information to which the Company or any of the Intellectual Property its Subsidiaries is a party or of which any property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesSubsidiaries is subject, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries Subsidiaries has received any written notice or is otherwise aware of any infringement of or conflict with asserted rights of others any other Person with respect to any Intellectual Property Rights owned by the Company or any Subsidiary, or of any facts or circumstances which could render any Intellectual Property Rights owned by the Company or any Subsidiary invalid or inadequate to protect the interest of the foregoing whichCompany and its Subsidiaries therein, singly and which infringement or in the aggregate, conflict (if the subject of an any unfavorable decision, ruling or finding) or invalidity or inadequacy, individually or in the aggregate, would reasonably be expected to result in have a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryEffect.
Appears in 2 contracts
Samples: Purchase Agreement (Nuvilex, Inc.), Purchase Agreement (Plandai Biotechnology, Inc.)
Intellectual Property Rights. The Company (i) Except as would not, singly or in the aggregate, have a Material Adverse Effect on the Company, the Operating Partnership and its their respective subsidiaries, taken as a whole, the Company, the Operating Partnership and their respective subsidiaries own, own or have obtained a valid and enforceable licenses for, the inventions, patent applications, license to all patents, trademarks, trade names, service namesinventions, copyrights, know how (including trade secrets and other intellectual property described in the Registration Statementunpatented and/or unpatentable proprietary or confidential information, the Time of Sale Prospectus systems or procedures), trademarks, service marks and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted trade names (collectively, “Intellectual PropertyProperty Rights”), and ) used in or reasonably necessary to the conduct of their businesses; (ii) the Intellectual Property Rights owned by the Company, the Operating Partnership and their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectussubsidiaries and, to the Company’s and the Operating Partnership’s knowledge, none of the Intellectual Property of Rights licensed to the Company has been adjudged by a court of competent jurisdiction Company, the Operating Partnership and their respective subsidiaries, are valid, subsisting and enforceable, and there is no pending or, to be invalid or unenforceable, in whole or in part. To the Company’s or the Operating Partnership’s knowledge: (i) there are no third parties who have rights to , threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual PropertyRights; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company Company, the Operating Partnership, nor any of its their respective subsidiaries has received any notice alleging any infringement, misappropriation or other violation of infringement of or conflict with asserted rights of others with respect to any of the foregoing Intellectual Property Rights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in have a Material Adverse ChangeEffect on the Company, the Operating Partnership and their respective subsidiaries, taken as a whole; (iv) to the Company’s or the Operating Partnership’s knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, the Operating Partnership and their respective subsidiaries; (v) neither the Company is Company, the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in Operating Partnership, nor any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied withtheir respective subsidiaries infringes, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes misappropriates or otherwise violates, or wouldhas infringed, upon the commercialization of misappropriated or otherwise violated, any product Intellectual Property Rights; (vi) all employees or service described contractors engaged in the Registration Statement, the Time development of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge Rights on behalf of the Company, the parties prosecuting Operating Partnership and their respective subsidiaries have executed an invention assignment agreement whereby such applications have complied with employees or contractors presently assign all of their duty of disclosure right, title and interest in and to such Intellectual Property Rights to the USPTO. To Company, the Operating Partnership and any of their applicable subsidiaries, and to the Company’s knowledgeor the Operating Partnership’s knowledge no such agreement has been breached or violated; and (vii) the Company, there are no material defects in any of the patents or patent applications owned byOperating Partnership and their respective subsidiaries use, or exclusively licensed and have used, commercially reasonable efforts to the Company or its subsidiaries and there are no facts required appropriately maintain all information intended to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of maintained as a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarytrade secret.
Appears in 2 contracts
Samples: Underwriting Agreement (FrontView REIT, Inc.), Underwriting Agreement (FrontView REIT, Inc.)
Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), ) and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries, ; and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution infringement by third parties of any Intellectual Property; . With the exception of the U.S. Patent and Trademark Office’s and foreign governmental administrative agencies’ review of pending patent applications in connection with the prosecution of such applications in the ordinary course, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iiiA) challenging the Company’s rights in or to any Intellectual Property, and the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights unaware of third parties, in any respect facts which would reasonably be expected to result in form a Material Adverse Changereasonable basis for any such action, suit, proceeding or claim; (ivB) neither challenging the validity, enforceability or scope of any Intellectual Property, and the Company nor is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries has received infringes or otherwise violates, or would, upon the commercialization of any notice of infringement of product or conflict with asserted service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others with respect to any of the foregoing whichothers, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the owner or co-owner terms of the each agreement pursuant to which Intellectual Property owned by it has been licensed to the Company or any subsidiary, and has all such agreements are in full force and effect. To the valid right to use the Intellectual Property; (vi) Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the . The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and (iv) invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement 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. There is no pending or, to The duty of candor and good faith as required by the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging United States Patent and Trademark Office during the Company’s rights in or to any Intellectual Property; (B) challenging prosecution of the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All United States patents and patent applications owned by included in the Intellectual Property have been complied with; and in all Canadian or exclusively licensed to foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly technology (including information technology and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to outsourced arrangements) employed by the Company or its subsidiaries and there are no facts required to be disclosed to has been obtained or is being used by the USPTO that were not disclosed to Company or its subsidiary in violation of any contractual obligation binding on the USPTO and which would preclude Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the grant rights of a patent in connection with any such applicationpersons. The products product candidates described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 2 contracts
Samples: Open Market Sale Agreement (ESSA Pharma Inc.), Open Market Sale Agreement (ESSA Pharma Inc.)
Intellectual Property Rights. The (a) Section 4.7(a) of the Company Disclosure Schedule lists all Patents, Marks, and its subsidiaries ownCopyrights included in the Company Intellectual Property that are issued by, registered, or have obtained valid and enforceable licenses forthe subject of an application filed with, as applicable, the inventionsU.S. Patent and Trademark Office, patent the U.S. Copyright Office or in any similar office or agency anywhere in the world (such registrations and applications, patentsthe “Company Registered IP”), trademarksincluding, trade nameswith respect to each such registration and application, service names(i) the jurisdiction of application/registration, copyrights(ii) the application or registration number, trade secrets (iii) the status of each application/registration, and (iv) the date of filing or issuance for each such item. As of the date of this Agreement, no Company Registered IP is invalid or unenforceable.
(b) All material Company Intellectual Property is owned or co-owned by the Acquired Companies free and clear of any Encumbrance, other intellectual property described in than Permitted Encumbrances.
(c) To the Registration StatementKnowledge of the Company, the Time operation of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for business of the conduct of their respective businesses Acquired Companies as currently conducted does not infringe or misappropriate any Intellectual Property owned by another Person, except as currently proposed to be conducted (collectively, “Intellectual Property”)has not had, and the conduct of their respective businesses does would not and will not infringereasonably be expected to have, misappropriate individually or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statementaggregate, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none a Company Material Adverse Effect. As of the date of this Agreement, there is no Legal Proceeding pending or threatened in writing, against any of the Acquired Companies relating to any infringement or misappropriation of any Intellectual Property of another Person by any of the Acquired Companies in the operation of the business of the Acquired Companies as currently conducted.
(d) None of the Acquired Companies is subject to any Order, nor has any of the Acquired Companies entered into or is a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Company Intellectual Property in the operation of the business of the Acquired Companies as currently conducted.
(e) To the Knowledge of the Company, no other Person is infringing or misappropriating any Company Intellectual Property or any Intellectual Property exclusively licensed to the Acquired Companies under any Company Inbound License.
(f) The Acquired Companies have taken commercially reasonable steps necessary to maintain the confidentiality of the material Trade Secret Rights included in the Company has been adjudged Intellectual Property and held by a court any of competent jurisdiction the Acquired Companies, or purported to be invalid or unenforceableheld by any of the Acquired Companies, in whole as a trade secret, except as would not reasonably be expected to have, individually or in part. To the Company’s knowledge: aggregate, a Company Material Adverse Effect.
(ig) there are no third parties who have rights Notwithstanding anything to any Intellectual Propertythe contrary in this Agreement, except for customary reversionary rights of third-party licensors the representations and warranties set forth in this Section 4.7 shall constitute the only representations and warranties by the Company with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarymatters.
Appears in 2 contracts
Samples: Merger Agreement (Harmony Biosciences Holdings, Inc.), Merger Agreement (Zynerba Pharmaceuticals, Inc.)
Intellectual Property Rights. The Except as set forth on Schedule 3(x), the Company and its subsidiaries own, Subsidiaries own or have obtained valid possess adequate rights or licenses to use (A) patents (and enforceable licenses for, the inventionsany renewals and extensions thereof), patent applicationsrights (and any applications therefor), patents, rights of priority and other rights in inventions; (B) trademarks, trade names, service names, copyrightsmarks, trade secrets names and other intellectual property described trade dress, and all registrations and applications therefor and all legal and common-law equivalents of any of the foregoing; (C) copyrights and rights in the Registration Statement, the Time of Sale Prospectus mask works (and the Prospectus as being owned any applications or licensed by them or which are necessary registrations for the conduct foregoing, and all renewals and extensions thereof), common-law copyrights and rights of their respective businesses as currently conducted authorship including all rights to exploit any of the foregoing in any media and by any manner and means now known or as currently proposed to be conducted hereafter devised; (D) industrial design rights, and all registrations and applications therefor; (E) rights in data, collections of data and databases, and all legal or common-law equivalents thereof; (F) rights in domain names and domain name reservations; (G) rights in trade secrets, proprietary information and know-how (collectively, “Intellectual PropertyProperty Rights”), collectively with all licenses and other agreements providing the conduct Company or its Subsidiaries the Intellectual Property Rights material to the operation of their respective businesses does not as now conducted and will not infringe, misappropriate or otherwise conflict with any such rights of others, as described in each case in any material respectthe SEC Documents. Except as otherwise disclosed in set forth on Schedule 3(x), none of the Registration StatementCompany or any of its Subsidiaries has knowledge that any of them has infringed on any of the Intellectual Property Rights of any Person and none of the Company or any of its Subsidiaries is infringing on any of the Intellectual Property Rights of any Person. Except as set forth on Schedule 3(x), Time there is no action, suit, hearing, claim, notice of Sale Prospectus violation, arbitration or the Prospectusother proceeding, hearing or investigation that is pending, or to the Company’s knowledge, none is threatened against, the Company regarding the infringement of any of the Intellectual Property Rights. The Company is not, to its knowledge, making unauthorized use of the Company has been adjudged by a court any confidential information or trade secrets of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no any third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiariesparty, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of any asserted infringement (nor is the Company aware of or conflict with asserted any reasonable basis for any third party asserting an infringement) by the Company of, any rights of others a third party with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual PropertyRights. The Company and its subsidiaries Subsidiaries have complied in taken reasonable security measures to protect the secrecy, confidentiality and value of all material respects with the terms of each agreement pursuant to which their Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryRights.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Act Teleconferencing Inc), Securities Purchase Agreement (Wet Seal Inc)
Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets secrets, know how (including unpatented and/or unpatentable proprietary or confidential information, systems, or procedures) and other intellectual property described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as being owned or licensed by them or which are material to and necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted as described in the Registration Statement and the Prospectus (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus) and, to the Company’s knowledge, none the conduct of the Company’s and its subsidiaries respective businesses currently does not and except as disclosed in the Registration Statement and the Prospectus will not, upon the commercialization of any product or service as currently proposed to be conducted, infringe in any material respect with any intellectual property right of another. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for (A) customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or (B) rights of third-party licensors with respect to such Intellectual Property except as otherwise Property, the material terms of which rights are disclosed in the Registration Statement, Time of Sale Prospectus or Statement and the Prospectus; and (ii) there is no infringement, misappropriation or dilution infringement by third parties of any Intellectual Property; (iii) Property owned by or exclusively licensed to the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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 Companysubsidiaries. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by othersanother: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus as under development, infringe infringe, misappropriate, or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statementanother, the Time of Sale Prospectus and the ProspectusCompany is unaware of any facts which would form a reasonable basis for any such action, neither the Company nor its subsidiaries is obligated to pay a material royaltysuit, grant a license proceeding or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Propertyclaim. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects of form or procedural defects in any of the patents or patent applications owned byincluded in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and to the knowledge of the Company no employee of the Company is in or has 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 exclusively licensed any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with in all material respects. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries and there are no facts required to be disclosed to has been obtained or is being used by the USPTO that were not disclosed to Company or its subsidiary in violation in any material respect of any contractual obligation binding on the USPTO and which would preclude Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the grant rights of a patent any persons in connection with any such applicationmaterial respect. The products product candidates described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the one or more claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 2 contracts
Samples: Sales Agreement (Morphic Holding, Inc.), Open Market Sale Agreement (Morphic Holding, Inc.)
Intellectual Property Rights. The Company (a) Schedule 3.21(a) contains a true, correct and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time complete list of Sale Prospectus and the Prospectus as being all (i) registered Intellectual Property Rights owned or licensed used by them the Company or which are necessary any of its Subsidiaries, (ii) applications for registrations of Intellectual Property Rights filed by the conduct Company or any of their respective businesses as currently conducted its Subsidiaries, (iii) unregistered trade names and corporate names owned or as currently proposed used by the Company or any of its Subsidiaries and (iv) unregistered trademarks and service marks owned or used by the Company or any of its Subsidiaries. Schedule 3.21(a) also contains a true, correct and complete list of all licenses granted by the Company or any of its Subsidiaries to be conducted any third party with respect to any Intellectual Property Rights and all licenses granted by any third party to the Company or any of its Subsidiaries with respect to any Intellectual Property Rights (collectively, “Intellectual Property”other than standard form licenses with respect to commercial software that is generally available from third parties), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respectcase, identifying the Intellectual Property Rights covered thereby. Except as otherwise disclosed in the Registration Statementset forth on Schedule 3.21(a), Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court or one of competent jurisdiction to be invalid or unenforceableits Subsidiaries owns all right, in whole or in part. To the Company’s knowledge: title and
(b) Except as set forth on Schedule 3.21(b), (i) there are have been no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to claims made against the Company or one or more any of its subsidiariesSubsidiaries asserting the invalidity, and the Company has not granted any material liens, security interests, misuse or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties unenforceability of any Intellectual Property; Property Rights listed on Schedule 3.21(a), (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (ivii) neither the Company nor any of its subsidiaries Subsidiaries has received any notice notices of any infringement of or misappropriation by, or conflict with asserted rights of others with, any third party with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the such Intellectual Property owned by it and has the valid right to use the Intellectual Property; Rights (vi) there are no material defects in including, but not limited to, any of the patents demand or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting request that the Company or any of its subsidiaries infringes or otherwise violatesSubsidiaries license any rights from a third party), or would, upon (iii) to the commercialization knowledge of any product or service described in the Registration StatementCompany, the Time conduct of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in businesses conducted by the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied Subsidiaries does not infringe or misappropriate in all any material respects with the terms of each agreement pursuant to which respect, and is not in conflict in any material respect with, any Intellectual Property has been licensed Rights of other Persons, and (iv) to the Company or any subsidiaryknowledge of the Company, and all such agreements are in full force and effect. All patents and patent applications the Intellectual Property Rights owned by or exclusively licensed to the Company or any of its affiliates Subsidiaries are not being infringed or under which misappropriated in any material respect by any other Persons. Except as set forth in Schedule 3.21(b), the Merger and the other transactions contemplated by this Agreement will not adversely affect in any material respect the Intellectual Property Rights of the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarySubsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Janal LTD Partnership), Agreement and Plan of Merger (Cavco Industries Inc)
Intellectual Property Rights. The Company Customer acknowledges and its subsidiaries ownagrees that all courses, or have obtained valid content, software, graphics, pictures, documents, licenses, designs, and enforceable licenses formaterials, and any and all derivatives thereof (collectively, “Works”) made available to Customer pursuant to the inventionsAgreement are protected by copyrights, patent applicationstrademarks, service marks, patents, trade secrets, or other proprietary rights and laws, and FLVS (or its Affiliates or licensors) owns all right, title, and interest in and to the Works. Customer acknowledges and agrees that it has no intellectual property interest or claims in the Works and has no rights to make any use of such Works except as expressly granted in the Agreement. Except as expressly authorized in writing by an officer of FLVS, Customer agrees not to sell, license, sublicense, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any of the Works. Customer will not act or permit any action that would impair any of FLVS’ (or its Affiliates’ or licensors’) rights in the Works. Customer agrees not to: (a) disassemble, reverse compile, reverse engineer, or otherwise attempt to discover the source code of or trade secrets embodied in the Works (or any portion thereof); (b) distribute, lend, rent, sell, transfer, or grant sublicenses to, or otherwise make available the Works (or any portion thereof) to third parties, including, but not limited to, making such Works available (i) through resellers, OEMs, or other distributors, or (ii) as an application service provider, service bureau, or rental source, unless expressly permitted in writing; (c) embed or incorporate in any manner the Works (or any element thereof) into other applications of Customer or third parties; (d) use or transmit the Works in violation of any applicable law, rule, or regulation, including any export/import laws; (e) in any way access, use, or copy any portion of the Works (including the logic and/or architecture thereof and any trade secrets included therein) to directly or indirectly develop, promote, distribute, sell, or support any product or service that is competitive with the Works; (f) remove, obscure, or alter any copyright notices or any name, logo, tagline, or other designation of FLVS or its Affiliates displayed on any portion of the Works. Customer shall not permit any third party to perform any of the foregoing actions and shall be responsible for all damages and liabilities incurred as a result of such actions. Upon termination of the Agreement, all worldwide intellectual and industrial property rights including all rights in each country to copyrights, trademarks, trade namesservice marks, service namespatents, copyrightsinventions, industrial designs, trade secrets secrets, trade dress, and all other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted proprietary rights (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTORights”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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 shall remain with a former employer where the basis of such violation relates to such employee’s employment with the Company. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryFLVS.
Appears in 2 contracts
Intellectual Property Rights. The Company (a) Section 3.09(a) of the Disclosure Letter sets forth a true and its subsidiaries own, complete list of all material registrations and applications for registration owned by Seller or have obtained valid and enforceable licenses for, any of the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described Selling Affiliates included in the Registration Statement, Transferred IP. Except for the Time of Sale Prospectus and the Prospectus as being co-owned or licensed licensed-in IP Rights set forth in Section 3.09(a)(i) of the Disclosure Letter, Seller or a Selling Affiliate is the sole and exclusive owner, free and clear of all Liens other than Permitted Liens, of the Transferred IP owned or purported to be owned by them Seller or which are necessary any of the Selling Affiliates. The Transferred IP constitutes all of the IP Rights used or held for use primarily in the conduct of their respective businesses the Business as it is currently being conducted by Seller and the Selling Affiliates. To the knowledge of Seller, the conduct of the Business by Seller and the Selling Affiliates has not infringed, misappropriated or otherwise violated any IP Rights or any Software Rights of any Person.
(b) Except with respect to immaterial non-exclusive licenses granted to third parties in the ordinary course of business consistent with past practice or immaterial non-exclusive agreements with distributors entered into in the ordinary course of business consistent with past practice, Section 3.09(b) of the Disclosure Letter lists, as currently proposed of the date of this Agreement, all of the written agreements (including license agreements, settlement agreements and covenants not to be conducted xxx) (i) pursuant to which Seller or any Selling Affiliate has obtained the right to use or practice rights under any Transferred IP or any Transferred Software (excluding licenses for commercial off-the-shelf computer software that are generally available on nondiscriminatory pricing terms) or (ii) pursuant to which Seller or any Selling Affiliate has licensed or otherwise authorized a third party to use any Transferred IP (collectively, the “Intellectual PropertyIP Agreements”), and the conduct of their respective businesses does not each such IP Agreement is valid and will not infringebinding on Seller or a Selling Affiliate, misappropriate or otherwise conflict with any such rights of others, in each case in any material respectas applicable. Except as otherwise disclosed Seller has made available in the Registration StatementData Room a copy of each of the IP Agreements. To the knowledge of Seller, Time neither Seller nor any Selling Affiliate is in material breach or default under any of Sale Prospectus or the ProspectusIP Agreements to which it is a party, and, to the Companyknowledge of Seller, no event has occurred that with notice or lapse of time would constitute a material breach or default under any of the IP Agreements. To Seller’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third other parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing whichIP Agreements is in breach or material default thereunder.
(c) Seller and each of the Selling Affiliates have taken reasonable measures to protect the confidentiality of its trade secrets included in the Transferred IP and no material trade secrets have been disclosed to any person other than to employees, singly representatives and agents of Seller or a Selling Affiliate, or to third parties bound by confidentiality obligations.
(d) Except as would not, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in be material to the Business, taken as a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) whole, there are no material defects adverse third party actions, claims, suits, investigations or proceedings pending, or to the knowledge of Seller, threatened in writing against Seller or any of the Selling Affiliates by any Person (i) based upon, or challenging or seeking to deny or restrict, the rights of Seller or any of the Selling Affiliates in any of the patents Transferred IP or patent applications included (ii) alleging that the use of the Transferred IP or the Transferred Software or the operation or conduct of the Business infringes, misappropriates or otherwise violates the IP Rights or the Software Rights of such Person.
(e) Except as would not, individually or in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied withaggregate, and all such requirements in foreign offices having similar requirements applicable reasonably be expected to be material to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have Business, taken all reasonable steps to protectas a whole, maintain and safeguard their Intellectual Propertythere are no actions, and (iv) no employee of the Company is in claims, suits, investigations or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement proceedings pending 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company Seller or any of its subsidiaries infringes or otherwise violatesthe Selling Affiliates against any Person, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company Seller or any of its affiliates the Selling Affiliates sent any written notice to any Person, regarding any actual or under which potential infringement, dilution, misappropriation or other unauthorized use or violation of the Company Transferred IP.
(f) None of the material Transferred IP has been adjudged invalid or any of its affiliates has rights haveunenforceable in whole or part, and, to the knowledge of Seller, all such material Transferred IP is valid and enforceable.
(g) The consummation of the Companytransactions contemplated by this Agreement and the Ancillary Agreements will not alter, been duly and properly filed and each issued patent is being diligently maintained; to encumber, impair or extinguish any Transferred IP or any Transferred Software.
(h) To the knowledge of the CompanySeller, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts agreement required to be disclosed set forth on Section 3.09(a) or Section 3.09(b) of the Disclosure Letter pursuant to which Seller or any of its Affiliates pays any royalty, commission or other similar payment (collectively, “Royalties”) to any Person (the “Royalty Agreements”) violates any Law (including any Anti-Corruption Statute and all applicable Laws relating to the USPTO amount, calculation, scope and duration of Royalties). Buyer acknowledges and agrees that were not disclosed Seller makes no representation or warranty with respect to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development future Royalties that may be due or paid by the Company Buyer or any subsidiary fall within of its Affiliates under the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryRoyalty Agreements.
Appears in 2 contracts
Samples: Asset Purchase Agreement (LVB Acquisition, Inc.), Asset Purchase Agreement (Biomet Inc)
Intellectual Property Rights. The Company and its subsidiaries ownSubsidiaries own or possess, or have obtained valid and enforceable licenses forcan acquire on reasonable terms, the adequate patents, patent rights, licenses, approvals, inventions, patent applicationscopyrights, patentsdomain names, technology, trade secrets, know-how (including unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, trade names, service names, copyrightsmarks, trade secrets and names or other intellectual property described and similar rights, including registrations and applications for registration thereof (collectively, “Intellectual Property Rights”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”)by them, and the conduct failure to own, possess or acquire such Intellectual Property Rights and the expected expiration of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of othersIntellectual Property Rights would not, in each case in any material respect. Except as otherwise disclosed individually or in the Registration Statementaggregate, Time of Sale Prospectus or the Prospectus, to have a Material Adverse Effect. To the Company’s knowledge, none of the Intellectual Property of patents and patent applications owned or licensed by the Company has been adjudged by a court of competent jurisdiction to be or its Subsidiaries is invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) , none of the Intellectual Property Rights owned or licensed by the Company or its Subsidiaries, other than patents and patent applications, are invalid or unenforceable, in whole or in part. To the knowledge of the Company, there are no third parties who unreleased liens or security interests which have rights to been filed against any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to the Intellectual Property that is Rights owned or licensed by the Company. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as Prospectus, (i) the Company is not obligated to pay a material royalty, grant a license or provide other material consideration to any third party in connection with the Intellectual Property Rights owned by or licensed to the Company; (ii) to the Company’s knowledge, there are no rights of third parties to any of the Intellectual Property Rights owned by or licensed to the Company or one or more its Subsidiaries, in any field of its subsidiariesuse, and other than the respective licensor to the Company has not granted any material liens, security interests, or encumbrances on or with respect to of such Intellectual Property except as otherwise disclosed in Rights; (iii) to the Registration StatementCompany’s knowledge, Time of Sale Prospectus there is no material infringement, misappropriation breach, default or other violation, or the Prospectusoccurrence of any event that with notice or the passage of time would constitute any of the foregoing, by the Company or its Subsidiaries of any third party Intellectual Property Rights or third parties of any of the Intellectual Property Rights of the Company or its Subsidiaries; (iiiv) there is no infringementpending or, misappropriation to the Company’s knowledge, threatened action, suit, proceeding or dilution claim by third parties others against the Company or its Subsidiaries or, to the Company’s knowledge against any person or entity, (a) challenging the Company’s or any of its Subsidiaries’ rights in or to, or the violation of any of the terms of, any of their Intellectual PropertyProperty Rights; (iiib) challenging the validity, enforceability or scope of any such Intellectual Property Rights; or (c) that alleges the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property Rights or other proprietary rights of others, and, in each case, the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights unaware of third parties, in any respect facts which would reasonably be expected to result in form a Material Adverse Change; (iv) neither the Company nor reasonable basis for any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Changesuch claim; (v) the Company is the owner or co-owner none of the Intellectual Property Rights owned by it or licensed to the Company or its Subsidiaries in their businesses has been obtained or is being used by the Company or its Subsidiaries in violation of any contractual obligation binding on the Company or any of its Subsidiaries in violation of the rights of any persons; and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protectCompany’s knowledge, maintain and safeguard their Intellectual Property, and (iv) no employee or consultant of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment or consulting 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 or consultant where the basis of such violation relates to such employee’s employment with the Company. There is no pending or, or such consultant’s services to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes Subsidiaries or otherwise violatesactions undertaken by the employee or consultant while employed with or providing services to the Company or any of its Subsidiaries. To the knowledge of the Company and as would not, individually or wouldin the aggregate, upon reasonably be expected to have a Material Adverse Effect, (1) neither the commercialization commercial development nor the sale of any product of the proposed products or service processes of the Company, as described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither infringes, misappropriates or otherwise violates, or would, upon the commercialization of such proposed products or processes, infringe, misappropriate or otherwise violate, any Intellectual Property Rights of any third party; and (2) each current and former employee and consultant of the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection (a) has executed an inventions assignment and confidentiality agreement with the Company’s Intellectual Property. The Company , on or about the respective date of hire, and its subsidiaries signed copies of such agreements have complied in all material respects with been made available to the terms of each agreement pursuant Underwriters and their counsel; and (b) has signed or agreed to which Intellectual Property has been licensed assign to the Company or any subsidiary, and all such agreements Intellectual Property Rights he or she may possess or may have possessed that are related to the Company’s business, as currently conducted and as proposed to be conducted, as described in full force the Registration Statement, the Time of Sale Prospectus and effectthe Prospectus. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of candor and disclosure to the U.S. Patent and Trademark Office (the “USPTO. To ”) and any similar office or agency in the Company’s knowledge, there are no material defects world in any of the patents or patent applications owned by, or exclusively licensed to connection with such applications; and the Company or its subsidiaries and there are no is not aware of any facts required to be disclosed to the USPTO or similar office or agency that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in application or could form the Registration Statement, the Time basis of Sale Prospectus and the Prospectus as under development by the Company or a finding of invalidity with respect to any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarythat have issued with respect to such applications.
Appears in 2 contracts
Samples: Underwriting Agreement (Adicet Bio, Inc.), Underwriting Agreement (Adicet Bio, Inc.)
Intellectual Property Rights. The (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company: (i) the Company and its subsidiaries ownSubsidiaries own all right, title and interest in or have obtained valid and enforceable licenses forrights to use, by license or other agreement, all of the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described Intellectual Property Rights that are currently used in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of the Company's or any of its Subsidiary's business, free of all liens, pledges, charges, options, rights of first refusal, security interests or other encumbrances of any kind, except as set forth in Section 5.17 of the Company Disclosure Schedule; (ii) no action, claim, arbitration, proceeding, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) has commenced, been brought or heard by or before any Governmental Entity or arbitrator or is pending or is threatened in writing by any third Person with respect to any Intellectual Property Rights owned or used by the Company or any of its Subsidiaries in connection with their respective businesses as currently conducted, including any of the foregoing that alleges that the operation of any such business infringes, misappropriates, impairs, dilutes or otherwise violates the Intellectual Property Rights of others, and there are no grounds for the same, and the Company and its Subsidiaries are not subject to any outstanding injunction, judgment, order, decree, ruling, charge, settlement, or other dispute involving any third Person's Intellectual Property Rights, in each case except as set forth in Section 5.17 of the Company Disclosure Schedule; and (iii) to the knowledge of the Company, no Person has infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating, any Intellectual Property Rights owned or used by the Company or any of its Subsidiaries in connection with their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries Subsidiaries has received brought or threatened any notice of infringement of such claims, suits, arbitrations or conflict with asserted rights of others with respect to other adversarial proceedings against any third Person that remain unresolved. All of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the material Intellectual Property owned or used by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes Subsidiaries prior to the Closing will be owned or otherwise violates, or would, upon available for use by the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with Subsidiaries immediately after the Closing on substantially the same terms and conditions as prior to the Closing.
(b) For purposes of each agreement pursuant to which this Agreement, "Intellectual Property has been licensed to Rights" means any or all rights in, arising out of or associated with any of the Company or any subsidiaryfollowing: (i) all United States, international and all such agreements are in full force and effect. All foreign patents and patent applications owned by (including all reissues, reexaminations, divisionals, renewals, extensions, provisionals, continuations, continuations-in-part, patent disclosures, mask works and integrated circuit topographies) and all equivalents thereof; (ii) all computer software (including source and object code) and related documentation, confidential information, trade secrets, inventions (whether patentable or exclusively licensed not), business information, customer lists, know how, show how, technology and all documentation relating to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents foregoing; (iii) all United States and foreign copyrights, copyright registrations and applications therefor in both published and unpublished works; (iv) all United States and foreign trademarks and service marks (whether or patent not registered), trade names, designs, logos, slogans and general intangibles of like nature, together with all goodwill appurtenant thereto, and applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant for registration of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent foregoing; and (v) Internet domain name registrations and applications owned by, or exclusively licensed to, the Company or any subsidiarytherefor.
Appears in 2 contracts
Samples: Merger Agreement (Titan Corp), Merger Agreement (L 3 Communications Holdings Inc)
Intellectual Property Rights. The Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as being owned or licensed by them or or, to the Company’s knowledge, which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted in the Registration Statement and the Prospectus (collectively, “Intellectual Property”); and to the Company’s knowledge, and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respectlicenses are valid and enforceable. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more any of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect and its subsidiaries have taken all reasonable steps necessary to such secure their interests in the Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectusfrom their employees and contractors; (ii) there is no infringement, misappropriation or dilution infringement by third parties of any Intellectual Property; (iii) the Company is and its subsidiaries are not infringing, misappropriating, diluting or otherwise violating infringing the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-sole owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Propertyit; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (ivv) no employee of the Company or any of its subsidiaries is in or has been in violation 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 CompanyCompany or any of its subsidiaries. There Except as otherwise disclosed in the Prospectus, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus as under development, infringe infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the ProspectusCompany is unaware of any facts which would form a reasonable basis for any such action, neither the Company nor its subsidiaries is obligated to pay a material royaltysuit, grant a license proceeding or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Propertyclaim. The Company and its subsidiaries have has complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryCompany, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products drug candidates described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryCompany.
Appears in 2 contracts
Samples: Open Market Sale Agreement (Equillium, Inc.), Open Market Sale Agreement (Equillium, Inc.)
Intellectual Property Rights. (i) The Company or a Subsidiary of the Company owns the entire right, title and its subsidiaries owninterest in and to, or have obtained valid and enforceable licenses foris licensed or otherwise has the right to use, all Intellectual Property (as defined below), including the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus right to sue xxx recover for damages and the Prospectus as being owned other remedies with respect to any past infringement or licensed by them other violations of the Intellectual Property, used in or which are necessary for the conduct of their respective businesses the business as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of by the Company has been adjudged by and its Subsidiaries taken as a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectuswhole; (ii) there is no infringementsuit, misappropriation claim, action, investigation or dilution by third parties proceeding pending or, to the best knowledge of the Company, threatened that the Company or any Subsidiary of the Company is infringing, misappropriating or otherwise violating the rights of any person or entity with regard to any Intellectual Property owned by, licensed to and/or otherwise used by the Company or any Subsidiary of the Company; (iii) to the best knowledge of the Company, no person is infringing on or otherwise violating any right of the Company or any Subsidiary of the Company with respect to any Intellectual Property owned by, licensed to and/or otherwise used by the Company or its Subsidiaries; (iv) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby does not and will not conflict with or result in any violation, breach or default under any agreement, license, sublicense or other right relating to the Intellectual Property owned by, licensed to and/or otherwise used by the Company or its Subsidiaries; (v) the Company or a Subsidiary of the Company will continue to own, be licensed or have rights to use the Intellectual Property after the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (vi) the Company and each Subsidiary of the Company has taken reasonable steps to protect its Intellectual Property and its rights thereunder, and to the best 25 30 knowledge of the Company, no such rights to Intellectual Property have been lost or are in jeopardy of being lost through failure to act by the Company or any Subsidiary of the Company; (vii) there are no restrictions on the direct or indirect transfer of any interest in the Intellectual Property, including any license agreement, held by the Company or any Subsidiary of the Company in respect of the Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (ivviii) neither the Company nor any of its subsidiaries Subsidiaries is, or has received any notice that it is, in default (or with the giving of infringement notice or lapse of time or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or findingboth, would reasonably be expected to result in a Material Adverse Change; (vdefault) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right under any agreement to use the Intellectual Property; and (viix) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in all documentation related to the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied accurate in all material respects with and reasonably sufficient in detail and content to identify and explain the terms of each agreement pursuant to which Intellectual Property has been licensed to facilitate its full and proper use without reliance on the Company special knowledge or memory of any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryPerson.
Appears in 2 contracts
Samples: Merger Agreement (Proxima Corp), Merger Agreement (Ask Asa)
Intellectual Property Rights. The (i) Except as disclosed in the SEC Documents, and as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) the Company and its subsidiaries Subsidiaries own, possess, or have obtained valid and enforceable licenses foror other rights to use, the inventionson reasonable terms, patent applications, all patents, trademarks, service marks, trade names, service names, copyrights, inventions, trade secrets secrets, know-how and other intellectual property described in the Registration Statement(including all registrations and applications for registration of, and all goodwill associated with, the Time of Sale Prospectus and foregoing) (collectively, the Prospectus as being owned "Intellectual Property") that is used or licensed by them or which are held for use in or, to the Company's knowledge, is necessary for the conduct of their respective businesses the business of the Company and its Subsidiaries as currently now conducted or as currently proposed in the SEC Documents to be conducted conducted; (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, ii) to the Company’s 's knowledge, none of the no third party has infringed, misappropriated or otherwise violated any Intellectual Property of the Company has been adjudged owned by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as exclusively licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual PropertySubsidiaries; (iii) to the Company is not infringingCompany's knowledge, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (ivA) neither the Company nor any of its subsidiaries Subsidiaries has received infringed, misappropriated or otherwise violated any notice Intellectual Property of infringement any third party and (B) none of the product candidates of the Company or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregateits Subsidiaries, if the subject of an unfavorable decision, ruling commercially sold or findingoffered for commercial sale, would reasonably be expected infringe, misappropriate or otherwise violate any Intellectual Property of any third party; (iv) to result in a Material Adverse Changethe Company's knowledge, all Intellectual Property owned by or exclusively licensed to the Company or its Subsidiaries is valid and enforceable; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s 's knowledge, threatened action, suit, proceeding or claim by othersany third party: (A) challenging any of the Company’s 's or any of its Subsidiaries' rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates Subsidiaries; (B) challenging the inventorship, validity, enforceability or under which the Company or scope of any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications Intellectual Property owned by, by or exclusively licensed to the Company or any of its subsidiaries and there are no facts required to be disclosed to the USPTO Subsidiaries; or (C) alleging that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one its Subsidiaries has infringed, misappropriated or more patents or patent applications owned byotherwise violated, or exclusively licensed towould, upon the commercial sale or offer for commercial sale of any product candidate of the Company or any subsidiaryof its Subsidiaries, infringe, misappropriate, or otherwise violate, any Intellectual Property of any third party; and (vi) the Company and its Subsidiaries have taken reasonable steps to maintain the confidentiality of all Intellectual Property, the value of which to the Company or any of its Subsidiaries is contingent upon maintaining the confidentiality thereof.
(ii) Except as may be included or incorporated by reference in the SEC Documents, (x) to the Company's knowledge, there has been no material security breach or other material compromise of or relating to any of the Company's or its Subsidiaries' information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, "IT Systems and Data") and (y) the Company and its Subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other material compromise to their IT Systems and Data; (ii) the Company and its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices. The statements contained in the SEC Documents insofar as such statements summarize legal matters, agreements, documents, or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Applied Therapeutics Inc.), Securities Purchase Agreement (Applied Therapeutics Inc.)
Intellectual Property Rights. The Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, know-how, (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information) and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or or, to their knowledge, which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (with respect to the commercialization of the product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except where the failure to own or license such rights would not, individually or in the aggregate, have a Material Adverse Effect) (collectively, “Intellectual Property”), and and, to their knowledge, the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partpart and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there There are no third parties who have rights to any Intellectual Property, except for for: (i) the exclusive license granted to Jazz Pharmaceuticals plc, pursuant to the Collaboration and License Agreement, dated January 2, 2019; (ii) the option to enter into an exclusive license granted to Sarepta Therapeutics, Inc., pursuant to the Research License and Option Agreement, dated June 17, 2020; and (iii) any customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and, and to the Company has not granted any material liensCompany’s knowledge, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution infringement by third parties of any Intellectual Property; (iii) . Other than as disclosed in the Company is not infringingTime of Sale Prospectus and the Prospectus, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any subsidiary is obligated to pay any material royalty, grant a material license or provide other material consideration to any third party in connection with the Intellectual Property or in connection with the manufacture, use or sale of any of the Company’s product candidates. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries has received infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any notice product or service described in the Registration Statement, the Time of infringement of Sale Prospectus or conflict with asserted the Prospectus as under development, infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others with respect to any of the foregoing whichothers, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the owner or co-owner terms of the each agreement pursuant to which Intellectual Property owned by it has been licensed to the Company or any subsidiary, and has all such agreements are in full force and effect. To the valid right to use the Intellectual Property; (vi) Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the . The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and (iv) invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement 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. There is no pending orTo the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Propertyall such requirements have been complied with. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or pending patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Codiak BioSciences, Inc.), Underwriting Agreement (Codiak BioSciences, Inc.)
Intellectual Property Rights. The Company and its subsidiaries own, Seller has interests in or have obtained valid and enforceable licenses for, uses only the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described Intellectual Property disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for SECTION 1.01(a)(vii) OF THE DISCLOSURE SCHEDULE in connection with the conduct of their respective businesses as currently conducted the Business, each of which Seller either has all right, title and interest in or as currently proposed a valid and binding rights under Contract to be conducted (collectively, “use. No other Intellectual Property”), and Property is used or necessary in the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respectthe Business. Except as otherwise disclosed in the Registration StatementSECTION 2.15 OF THE DISCLOSURE SCHEDULE, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and Seller has the valid exclusive right to use the Intellectual Property; Property disclosed in SECTION 1.01(a)(vii) OF THE DISCLOSURE SCHEDULE, (viii) all registrations with and applications to Governmental or Regulatory Authorities in respect of such Intellectual Property are valid and in full force and effect and are not subject to the payment of any Taxes or maintenance fees or the taking of any other actions by Seller to maintain their validity or effectiveness, (iii) there are no material defects restrictions on the direct or indirect transfer of any Contract, or any interest therein, held by Seller in any respect of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee Seller has taken reasonable security measures to protect the secrecy, confidentiality and value of its trade secrets in respect of the Company Business, (v) Seller is not, nor has it received any notice that it is, in default (or with the giving of notice or lapse of time or both, would be in default) under any Contract to use such Intellectual Property and (vi) to the Knowledge of Seller, no such Intellectual Property is being infringed by any other Person. Seller has been in violation not received notice that Seller is infringing any Intellectual Property 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 other Person in connection with the Company. There conduct of the Business, no claim is no pending or, to the Company’s knowledgeKnowledge of Seller, threatened actionhas been made to such effect that has not been resolved and, suitto the Knowledge of Seller, proceeding or claim by others: (A) challenging the Company’s rights in or to Seller is not infringing any Intellectual Property; (B) challenging the validity, enforceability or scope Property of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party Person in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge conduct of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryBusiness.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Station Casinos Inc), Asset Purchase Agreement (Station Casinos Inc)
Intellectual Property Rights. The Company (a) SEQUUS and its subsidiaries own, Subsidiaries own or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other right to use all intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for material to the conduct of their respective businesses (such intellectual property and such rights are collectively referred to herein as currently conducted the "SEQUUS IP Rights"). No royalties or as currently proposed other payments relating to be conducted the use of intellectual property rights are payable by SEQUUS, or to its knowledge, its licensees or distributors, to any Person with respect to commercialization of any products presently sold or under development by SEQUUS or its Subsidiaries.
(collectivelyb) The execution, “Intellectual Property”delivery and performance of this Agreement by SEQUUS and the consummation by SEQUUS of the transactions contemplated hereby will not (i) constitute a material breach by SEQUUS or any of its Subsidiaries of any instrument or agreement governing any SEQUUS IP Rights, (ii) cause the modification of any terms of any licenses or agreements relating to any SEQUUS IP Rights including but not limited to the modification of the effective rate of any royalties or other payments provided for in any such license or agreement, (iii) cause the forfeiture or termination of any SEQUUS IP Rights, (iv) give rise to a right of forfeiture or termination of any SEQUUS IP Rights or (v) materially impair the right of SEQUUS (subject to Section 5.1 of this Agreement), and the conduct Surviving Corporation or ALZA to use, sell or license any SEQUUS IP Rights or portion thereof.
(c) Neither the manufacture, marketing, license, sale or intended use (as set forth in Section 3.17(c) of their respective businesses does not and will not infringethe SEQUUS Disclosure Statement) of any Material Product by SEQUUS, misappropriate or otherwise conflict with any such rights nor the current use by SEQUUS of othersthe Stealth Platform Technology, in each case (i) violates in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus respect any license or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid agreement between SEQUUS or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, Subsidiaries and the Company has not granted any material liens, security interests, third party or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation infringes in any material respect any patents or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the other intellectual property rights of any other party; and there is no pending or threatened claim or litigation contesting the validity, ownership or right to use, sell, license or dispose of any SEQUUS IP Rights, or asserting that any SEQUUS IP Rights or the proposed use, sale, license or disposition thereof, or the manufacture, use or sale of any SEQUUS products, conflicts or will conflict with the rights of any other party.
(d) SEQUUS has heretofore provided to ALZA a worldwide list of all patents, trade names, registered trademarks and registered service marks, and applications for any of the foregoing, owned or possessed by SEQUUS or any of its Subsidiaries and true and complete copies of such materials have been made available to ALZA.
(e) SEQUUS has provided to ALZA a true and complete copy of its standard form of employee confidentiality agreement and taken all commercially reasonably necessary steps to ensure that all employees have executed such an agreement. All consultants or third parties, in any respect which would reasonably be expected parties with access to result in a Material Adverse Change; proprietary information of SEQUUS have executed appropriate non-disclosure agreements.
(ivf) neither the Company Neither SEQUUS nor any of its subsidiaries Subsidiaries is aware or has received reason to believe that any notice of infringement its employees or consultants is obligated under any contract, covenant or other agreement or commitment of any nature, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee's or consultant's best efforts to promote the interests of SEQUUS and its Subsidiaries or that would conflict with asserted rights the business of others with respect SEQUUS as presently conducted or proposed to any be conducted. All current and former employees and consultants of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company SEQUUS or any of its subsidiaries infringes Subsidiaries have signed valid and enforceable written assignments to SEQUUS or otherwise violates, or would, upon the commercialization its Subsidiaries of any product and all rights or service described claims in any intellectual property that is used in the Registration Statementbusiness of SEQUUS that any such employee or consultant has or may have by reason of any contribution, participation or other role in the Time of Sale Prospectus or the Prospectus as under development, infringe conception, creation, reduction to practice or violateauthorship of any invention, innovation, development or work of authorship or any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed intellectual property that is used in the Registration Statementbusiness of SEQUUS, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company SEQUUS and its subsidiaries have complied in all material respects with the terms Subsidiaries possess signed copies of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force written assignments by such employees and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryconsultants.
Appears in 2 contracts
Samples: Merger Agreement (Sequus Pharmaceuticals Inc), Merger Agreement (Alza Corp)
Intellectual Property Rights. The To the knowledge of the Company and each of its subsidiaries, except as disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Company and each of its subsidiaries owns or possesses or has valid and enforceable rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses, inventions, trade secrets, formulae, customer lists, domain names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other similar intellectual property rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its subsidiaries own, as currently carried on or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being Prospectus. Neither the Company nor its subsidiaries has knowledge of, or has received any notice alleging, any infringement, necessary license fee or conflict with the intellectual property rights of others. Except for that which would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect (A) to the knowledge of the Company or any of its subsidiaries, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights; (B) to the knowledge of the Company or any of its subsidiaries, there is no pending or threatened action, suit, proceeding or claim by others challenging the rights of the Company or any of its subsidiaries in or to any such Intellectual Property Rights, and the Company and each of its subsidiaries is unaware of any facts that would form a reasonable basis for any such claim either individually or in the aggregate with any other claims in this Section 1(t); (C) to the knowledge of the Company or any of its subsidiaries, the Intellectual Property Rights owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has or any of its subsidiaries have not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To , and there is no pending or threatened action, suit, proceeding or claim by others challenging the Company’s knowledge: validity or scope of any such Intellectual Property Rights, and the Company and each of its subsidiaries is unaware of any facts that would form a reasonable basis for any such claim, either individually or in the aggregate with any other claims in this Section 1(t); (iD) there are no third parties who have rights to the knowledge of the Company or any Intellectual Propertyof its subsidiaries, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is as disclosed in the Registration Statement, the Time of Sale Prospectus and or the Prospectus as licensed to Prospectus, there is no pending or threatened action, suit, proceeding or claim by others that the Company or one any of its subsidiaries infringes, misappropriates or more otherwise violates any intellectual property rights of others, the Company and each of its subsidiaries has not received any written notice of such claim and the Company and each of its subsidiaries is unaware of any other facts that would form a reasonable basis for any such claim, either individually or in the aggregate with any other claims in this Section 1(t); (E) to the knowledge of the Company or any of its subsidiaries, and no employee or consultant of the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) 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 or consultant’s employment with the Company. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violatessubsidiaries, or wouldactions undertaken by the employee while employed with or retained by the Company or any of its subsidiaries; and (F) to the knowledge of the Company and each of its subsidiaries, upon the commercialization Company and each of any product its subsidiaries has complied with the terms of each agreement pursuant to which Intellectual Property Rights have been licensed to the Company or service described one or more of its subsidiaries, and all such agreements are in full force and effect. Except as would not reasonably be expected individually or in the Registration Statementaggregate to have a Material Adverse Effect, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary its subsidiaries fall within the scope of the claims of one or more patents patents, or are intended to fall within the scope of claims being prosecuted in a commercially reasonable manner in patent applications applications, owned by, or exclusively licensed to, the Company or the applicable subsidiary. To the knowledge of the Company or any subsidiaryof its subsidiaries, all material technical information developed by and belonging to the Company or any of its subsidiaries which has not been patented has been kept confidential. Neither the Company nor any of its subsidiaries is 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 Time of Sale Prospectus or the Prospectus, and are not described therein. The Registration Statement, the Time of Sale Prospectus or 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 or any of its subsidiaries has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or, to the knowledge of the Company or any of its subsidiaries, any of its officers, directors or employees, or is otherwise in violation of the rights of any persons.
Appears in 1 contract
Samples: Underwriting Agreement (Sorrento Therapeutics, Inc.)
Intellectual Property Rights. The Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, know-how, (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information) and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or or, to their knowledge, which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (with respect to the commercialization of the product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except where the failure to own or license such rights would not, individually or in the aggregate, have a Material Adverse Effect) (collectively, “Intellectual Property”), and and, to their knowledge, the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in partpart and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there There are no third parties who have rights to any Intellectual Property, except for for: (i) the exclusive license granted to Jazz Pharmaceuticals plc, pursuant to the Collaboration and License Agreement, dated January 2, 2019; (ii) the option to enter into an exclusive license granted to Sarepta Therapeutics, Inc., pursuant to the Research License and Option Agreement, dated June 17, 2020, until December 3, 2021, the effective date of the termination notice given by Sarepta; (iii) the exclusive license granted to Lonza Rockland, Inc., pursuant to the License and Collaboration Agreement, dated November 15, 2021 and (iv) any customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and, and to the Company has not granted any material liensCompany’s knowledge, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution infringement by third parties of any Intellectual Property; (iii) . Other than as disclosed in the Company is not infringingTime of Sale Prospectus and the Prospectus, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any subsidiary is obligated to pay any material royalty, grant a material license or provide other material consideration to any third party in connection with the Intellectual Property or in connection with the manufacture, use or sale of any of the Company’s product candidates. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries has received infringes, misappropriates, or otherwise violates, or would, upon the commercialization of any notice product or service described in the Registration Statement, the Time of infringement of Sale Prospectus or conflict with asserted the Prospectus as under development, infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others with respect to any of the foregoing whichothers, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the owner or co-owner terms of the each agreement pursuant to which Intellectual Property owned by it has been licensed to the Company or any subsidiary, and has all such agreements are in full force and effect. To the valid right to use the Intellectual Property; (vi) Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the . The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and (iv) invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement 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. There is no pending orTo the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Propertyall such requirements have been complied with. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or pending patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 1 contract
Intellectual Property Rights. The Company (a) Schedule 4.29(a) hereto sets forth a correct and its subsidiaries own, or have obtained valid complete list and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time description of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the all Intellectual Property of the Company has been adjudged and all Software owned by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, Subsidiary and the Company has not granted any material liens, security interests, or encumbrances on or with respect to indicates whether such Intellectual Property except as otherwise disclosed and Software is owned or licensed by the Company or is owned or licensed by its Subsidiary, together with, in the Registration Statementcase of any registered patents, Time of Sale Prospectus trademarks, and copyrights and any applications to register any patents, trademarks, and copyrights (i) all applicable filing, registration, or the Prospectus; issue numbers, (ii) there is no infringementall applicable filing, misappropriation or dilution by third parties of any Intellectual Property; registration, issue and application dates, (iii) the Company is not infringingapplicable country or jurisdiction, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the record owner, and (iv) the remaining life thereof.
(b) Except as disclosed in Schedule 4.29(b):
(i) The Company and its Subsidiary own or possess adequate licenses or other valid rights to use (without the making of any payment to others or the obligation to grant rights to others in exchange) all of the Intellectual Property and Software listed on Schedule 4.29(a), free and clear of all Liens;
(ii) Neither the Company nor its Subsidiary has permitted the registration or recordation of any of Intellectual Property to lapse since January 1, 1997;
(iii) Neither the Company nor its subsidiaries has received Subsidiary is in default under any notice of infringement of contract, agreement, license, understanding or conflict with asserted rights of others any other arrangement with respect to any of the foregoing which, singly Intellectual Property or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; Software;
(viv) the Company is the owner or co-owner The validity of the Intellectual Property owned by it and has the valid right rights of the Company or its Subsidiary therein and to use the Intellectual Property; Software have not been questioned in any litigation to which the Company or its Subsidiary is a party or in any other written claim to the Company or its Subsidiary nor, to the Company's Knowledge, is any such litigation or claim threatened;
(v) Neither the Company nor its Subsidiary is infringing upon the patent rights, trademark rights, copyrights, or other intellectual property rights of others;
(vi) there are To the Company's Knowledge, no material defects unauthorized use of any Intellectual Property or Software owned or used by or licensed to the Company has heretofore been, or is now being, made by any other Person;
(vii) No Employee or former Employee or consultant or former consultant to the Company or its Subsidiary has any interest, direct or indirect, in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied withor Software; and
(viii) None of the Company and Company's or its subsidiaries have taken all reasonable steps Subsidiary's confidential information has been used, divulged or appropriated for the benefit of any Person or otherwise to protect, maintain and safeguard their Intellectual Property, and (iv) no employee the detriment of the Company or its Subsidiary and no Employee or former Employee or consultant or former consultant of the Company or its Subsidiary is, or is currently expected to be, in or has been in violation of default under any term of any employment contract, patent disclosure agreementagreement or arrangement relating to the Intellectual Property, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure or any confidentiality agreement or any other contract 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. There is no pending or, relating to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product development or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryexploitation thereof.
Appears in 1 contract
Intellectual Property Rights. The Except as set forth on Schedule 3(k), the Company and each of its subsidiaries ownSubsidiaries exclusively owns, possesses, or have obtained has valid and enforceable licenses forrights to use, the inventionslicense, patent applicationsand exploit all Intellectual Property used in, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned necessary or licensed by them or which are necessary advisable for the conduct of their respective businesses the Company’s and its Subsidiaries’ business as currently conducted and as described in the Draft Super 8-K, except for a failure to own, possess or as currently proposed have such rights that would not reasonably be expected to be conducted (collectivelyresult in a Material Adverse Effect. There are no unreleased liens or security interests which have been filed, “or which the Company has received notice of, against any of the Intellectual Property owned by the Company. All Intellectual Property owned by the Company or its Subsidiaries, and all Contracts pursuant to which the Company or its Subsidiaries license Intellectual Property”), are valid and enforceable, and the conduct Company and its Subsidiaries are in full compliance with all such Contracts except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Furthermore, except as has not been and would not reasonably be expected to result in a Material Adverse Effect, (A) to the Company’s knowledge, there has been no infringement, misappropriation or violation by third parties of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such Intellectual Property of the Company or its Subsidiaries; (B) there has been no Action pending or threatened in writing (or to the Company’s knowledge, threatened orally) by others challenging the Company’s or any of its Subsidiaries’ ownership of or any rights of others, in each case in or to any material respect. Except as otherwise disclosed in such Intellectual Property; (C) the Registration Statement, Time of Sale Prospectus or Intellectual Property owned by the ProspectusCompany and its Subsidiaries and, to the Company’s knowledge, none of the Intellectual Property of licensed to the Company and its Subsidiaries, has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To , and there has been no Action pending or threatened in writing (or to the Company’s knowledge: (i, threatened orally) there are no third parties who have rights to any Intellectual Propertyby others challenging the validity, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company enforceability or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties scope of any such Intellectual Property; (iiiD) there has been no Action pending or threatened in writing (or to the Company’s knowledge, threatened orally) by others that the Company is not infringingor any of its Subsidiaries infringes, misappropriating, diluting misappropriates or otherwise violating the intellectual property violates any Intellectual Property or other proprietary rights of third partiesothers, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) and neither the Company nor any of its subsidiaries Subsidiaries has received any written notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Changesuch Action; and (vE) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protectCompany’s knowledge, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or any of its Subsidiaries has been in violation of violated any term of any employment contractContract, 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. There is no pending or, to Company or any of its Subsidiaries or actions undertaken by the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that employee while employed with the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual PropertySubsidiaries. The Company and its subsidiaries Subsidiaries have complied in all material respects with 37 C.F.R. §1.56 (Duty to disclose information material to patentability). The consummation of the terms transactions contemplated hereby or by the other Transaction Documents will not result in the loss or impairment of each agreement pursuant to which Intellectual Property has been licensed to or payment of any additional amounts with respect to, nor require the Company or consent of any subsidiaryother person in respect of, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates Subsidiaries’ right to own, use or under which hold for use any Intellectual Property as owned, used or held for use in the Company or any of its affiliates has rights have, to the knowledge conduct of the Company’s and its Subsidiaries’ business as currently conducted and as described in the Draft Super 8-K, been duly except in each case, which individually or in the aggregate, have not had and properly filed would not reasonably be expected to have a Material Adverse Effect. The rights of the Company and each issued patent is being diligently maintained; of its Subsidiaries in their Intellectual Property are valid, subsisting and enforceable, except as would not reasonably be expected to be material to the knowledge business of the CompanyCompany and its Subsidiaries, taken as a whole. The Company and each of its Subsidiaries has taken reasonable steps to maintain their Intellectual Property and to protect and preserve the parties prosecuting such applications have complied with confidentiality of all of their duty of disclosure to the USPTOTrade Secrets. To the Company’s knowledge, there are no material defects has not been any disclosure or access to any Trade Secrets of the Company and each of its Subsidiaries by any unauthorized person. The Company and each of its Subsidiaries have taken and continue to take commercially reasonable measures, at least consistent with prevailing industry practice, to ensure that all personal information in their possession, custody or control is protected against loss and against unauthorized, access, use, modification, disclosure or other misuse. “Intellectual Property” shall mean any and all rights title and interest in, arising out of, or associated with any intellectual or intangible property, whether protected, created or arising in any jurisdiction throughout the world, including the following: (a) issued patents and patent applications (whether provisional or non-provisional), including divisionals, continuations, continuations-in-part, substitutions, reissues, reexaminations, extensions, or restorations of any of the patents foregoing, and other Governmental Authority issued indicia of invention ownership (including certificates of invention, xxxxx patents, and patent utility models) (“Patents”); (b) trademarks, service marks, brands, certification marks, logos, trade dress, slogans, trade names, and other similar indicia of source or patent applications owned origin, together with the goodwill connected with the use of and symbolized by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO all registrations, applications for registration, and which would preclude the grant of a patent in connection with renewals of, any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims foregoing (“Trademarks”); (c) copyrights and works of one authorship, whether or more patents not copyrightable, and all registrations, applications for registration, and renewals of any of the foregoing (“Copyrights”); (d) internet domain names and social media account or patent user names (including “handles”), whether or not Trademarks, all associated web addresses, URLs, websites and web pages, social media sites and pages, and all content and data thereon or relating thereto, whether or not Copyrights; (e) mask works, and all registrations, applications owned byfor registration, and renewals thereof; (f) industrial designs, and all Patents, registrations, applications for registration, and renewals thereof; (g) trade secrets, know-how, inventions (whether or exclusively licensed tonot patentable), the Company discoveries, improvements, technology, business and technical information, databases, data compilations and collections, tools, methods, processes, techniques, and other confidential and proprietary information and all rights therein (“Trade Secrets”); (h) computer programs, operating systems, applications, firmware and other code, including all source code, object code, application programming interfaces, data files, databases, protocols, specifications, and other documentation thereof; (i) rights of publicity; and (j) all other intellectual or any subsidiaryindustrial property and proprietary rights.
Appears in 1 contract
Samples: Subscription Agreement (Lomond Therapeutics Holdings, Inc.)
Intellectual Property Rights. The Company Except as set forth in Section 3.16 of each Representing Party's Disclosure Schedule, (i) the Representing Party or its Subsidiaries own the entire right, title and its subsidiaries owninterest in and to, or have obtained valid is licensed or otherwise has the right to use, all Intellectual Property, including the right to xxx and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus recover for damages and the Prospectus as being owned other remedies with respect to any past infringement or licensed by them other violations of the Intellectual Property, used in or which are necessary for the conduct of their respective businesses the business as currently conducted or by the Representing Party and its Subsidiaries taken as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectuswhole; (ii) there is no infringementsuit, misappropriation claim, action, investigation or dilution by third parties proceeding pending or, to the knowledge of the Representing Party, threatened that the Representing Party or any of its Subsidiaries is infringing, misappropriating or otherwise violating the rights of any person or entity with regard to any Intellectual PropertyProperty owned by, licensed to and/or otherwise used by the Representing Party or any of its Subsidiaries; (iii) to the Company knowledge of the Representing Party no person is not infringing, misappropriating, diluting infringing on or otherwise violating any right of the intellectual property rights Representing Party or any of third partiesits Subsidiaries with respect to any Intellectual Property owned by, in licensed to and/or otherwise used by the Representing Party or any respect which would reasonably be expected to result in a Material Adverse Changeof its Subsidiaries; (iv) neither the Company nor any of Representing Party or its subsidiaries has received any notice of infringement of Subsidiaries will continue to own, be licensed or conflict with asserted have rights of others with respect to any use the Intellectual Property owned, licensed or used as of the foregoing which, singly or in date of this Agreement after the aggregate, if execution and delivery of this Agreement and the subject consummation of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Changethe transactions contemplated hereby; (v) the Company is Representing Party and each of its Subsidiaries has taken reasonable steps to protect its Intellectual Property and its rights thereunder, and to the owner or co-owner knowledge of the Representing Party, no such rights to Intellectual Property owned have been lost or are in jeopardy of being lost through failure to act by it and has the valid right to use the Intellectual PropertyRepresenting Party or any of its Subsidiaries; (vi) there are no material defects in restrictions on the direct or indirect transfer of any of the patents or patent applications included interest in the Intellectual Property; (vii) the duties of candor and good faith required , including any license agreement, held by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company Representing Party or any of its subsidiaries infringes or otherwise violates, or would, upon Subsidiaries in respect of the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus Intellectual Property; and the Prospectus, (vii) neither the Company Representing Party nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned bySubsidiaries is, or exclusively licensed has received notice that it is, in default (or with the giving of notice or lapse of time or both, would be in default) under any agreement to use the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryIntellectual Property.
Appears in 1 contract
Samples: Business Combination Agreement (In Focus Systems Inc)
Intellectual Property Rights. The Company (a) Section 3.10(a)(i) of the Sellers’ Disclosure Schedule contains a complete and its subsidiaries owncorrect list of all Patents, registered Trademarks and registered Copyrights of the Division and owned or co-owned by a Seller, specifying as to each such item, as applicable, the registered owner (and co-owner, as applicable), jurisdiction of application and/or registration, the application and/or registration number, the date of application or registration, and the status of application or registration. Section 3.10(a)(ii) of the Sellers’ Disclosure Schedule contains a complete and correct list of all other Intellectual Property used in, or have obtained valid and enforceable licenses necessary for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets Business as presently conducted and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, and with the property listed on Section 3.10(a)(i) of the Sellers’ Disclosure Schedule, the “Division Intellectual Property”)
(b) Except as set forth on Section 3.10(b) of the Sellers’ Disclosure Schedule, the Division owns or otherwise possesses a valid and enforceable right to use pursuant to a written Material Contract set forth on Section 3.10(b) of the Sellers’ Disclosure Schedule or license agreements for non-customized commercially available off the shelf software, all Division Intellectual Property, free and clear of all Liens.
(c) (i) there are no Actions presently pending or to Sellers’ Knowledge threatened against either Seller contesting the validity, use, ownership or enforceability of the Division Intellectual Property, (ii) the conduct of their respective businesses the Business as presently conducted and proposed to be conducted does not and will not infringe, misappropriate misappropriate, dilute or otherwise conflict with violate, and has not infringed, misappropriated, diluted or otherwise violated, any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of other Persons, and Sellers have not received any notice regarding the Company has been adjudged by a court of competent jurisdiction to be invalid foregoing (including any demand or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to request that Sellers license any Intellectual PropertyProperty from any Person), except for customary reversionary rights nor are there any facts that indicate a likelihood of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time existence of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation misappropriation, dilution or dilution by third parties of any Intellectual Property; violation, (iii) the Company is not infringingno Person has infringed, misappropriatingmisappropriated, diluting diluted or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to violated any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Division Intellectual Property, and (iv) no employee the loss or expiration of any Division Intellectual Property owned by, issued to or licensed to Sellers has not had and would not reasonably be expected to have a material adverse effect on the Business or results of operations or condition (financial or otherwise) of the Company Division and no such loss or expiration is pending threatened or reasonably foreseeable (including as a result of the transactions contemplated hereby) following the Closing.
(d) The transactions contemplated by this Agreement shall have no adverse effect on Sellers’ right, title and interest in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or and to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Division Intellectual Property. The Company Sellers have taken all reasonable steps to maintain and its subsidiaries protect all of the Division Intellectual Property. Sellers have complied taken all reasonable steps to safeguard and maintain the information technology systems utilized in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any operation of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly Business as presently conducted and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required proposed to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryconducted.
Appears in 1 contract
Samples: Asset Purchase Agreement (Industrial Services of America Inc)
Intellectual Property Rights. The Company Schedule 3.21 discloses all Intellectual Property used in the operation of the Business and its subsidiaries ownindividually or in the aggregate with other such Intellectual Property material to the Condition of the Business, each of which one or have obtained more of AUTOLOGIC, NEWCO, the VOLT SUBSIDIARIES or AIL, either has all right, title and interest in or a valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed binding right under Contract to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respectuse. Except as otherwise disclosed in the Registration StatementSchedule 3.21, Time (i) all registrations with and applications to Governmental or Regulatory Authorities in respect of Sale Prospectus Intellectual Property owned by one or more of AUTOLOGIC, NEWCO, AIL or the ProspectusVOLT SUBSIDIARIES and disclosed in Schedule 3.21 are valid and in full force and effect, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (iii) there are no third parties who have rights to restrictions on the direct or indirect transfer of any material Contract, or any interest therein, held by AUTOLOGIC, NEWCO, AIL or the VOLT SUBSIDIARIES in respect of such Intellectual Property, except for customary reversionary rights (iii) to the Knowledge of third-party licensors with respect to Intellectual Property that is disclosed in VOLT, AUTOLOGIC, NEWCO, AIL and the Registration StatementVOLT SUBSIDIARIES, none of AUTOLOGIC, NEWCO, the Time VOLT SUBSIDIARIES or AIL is, nor has any of Sale Prospectus and them received any notice that it is, in default (or with the Prospectus as licensed to the Company giving of notice or one lapse of time or more of its subsidiariesboth, and the Company has not granted would be in default) in any material liens, security interests, or encumbrances on or with respect under any Contract to use such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; and (iv) neither to the Company Knowledge of VOLT, AUTOLOGIC, NEWCO, the VOLT SUBSIDIARIES and AIL such Intellectual Property is not being infringed by any other Person. Except as set forth in Schedule 3.21, none of AUTOLOGIC, NEWCO, any VOLT SUBSIDIARY nor any of its subsidiaries AIL has received notice that it is infringing any notice Intellectual Property of infringement of or conflict any other Person in connection with asserted rights of others with respect to any the conduct of the foregoing Business, to the Knowledge of VOLT, AUTOLOGIC, NEWCO, AIL and the VOLT SUBSIDIARIES no claim is pending or has been made to such effect that has not been resolved and, to the Knowledge of VOLT, AUTOLOGIC, NEWCO, AIL and VOLT SUBSIDIARIES, none of AUTOLOGIC, NEWCO, any VOLT SUBSIDIARY nor AIL is infringing any Intellectual Property of any other Person the effect of which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would could reasonably be expected to result in a Material Adverse Change; (v) be materially adverse to the Company is the owner or co-owner Condition of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied withBusiness. In addition, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.Schedule
Appears in 1 contract
Intellectual Property Rights. The Company and its subsidiaries own, or have obtained have, to the knowledge of the Company, valid and enforceable licenses forrights to use, the inventions, patent applications, patents, trademarks, trade names, service names, domain names and other source identifiers, copyrights, trade secrets secrets, know-how, technology and all other intellectual property and proprietary rights (including all registrations and applications for registration of, and all goodwill associated with, the foregoing) (collectively, “Intellectual Property”) described in the Registration Statement, the Time of Sale Prospectus and or the Prospectus as being owned or licensed by them or which are used in, held for use in or necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Company Intellectual Property”). To the knowledge of the Company, and the conduct of their the Company’s and its subsidiaries’ respective businesses has not infringed, misappropriated or otherwise violated, and does not and will not infringe, misappropriate or otherwise conflict with violate, any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of others in any respect that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. To the knowledge of the Company, no Company Intellectual Property owned by or exclusively licensed to the Company has been adjudged by a court of competent jurisdiction (excluding ordinary-course patent prosecution actions) to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for such adjudication. To the Company’s knowledge: , (i) there are no third parties who have rights to any Company Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution infringement by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right or exclusively licensed to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened written notices of action, suit, proceeding or claim by others: (A) challenging the Company’s or its subsidiaries’ rights in or to any Company Intellectual PropertyProperty owned by or exclusively licensed to the Company; (B) challenging the validity, enforceability or scope of any Company Intellectual PropertyProperty owned by or exclusively licensed to the Company, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights Intellectual Property of others. Other than , except, in each case of (A) through (C), for such actions, suits, proceedings or claims as disclosed would not reasonably be expected, individually or in the Registration Statementaggregate, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay have a material royalty, grant a license or option, or provide other material consideration to any third party in connection with Material Adverse Change. To the Company’s Intellectual Property. The knowledge, the Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the issued patents or patent applications included in the Company Intellectual Property owned by, by or exclusively licensed to the Company. The Company or and its subsidiaries have taken commercially reasonable steps in accordance with industry standards to protect, maintain and there are no facts required to be disclosed safeguard the Company Intellectual Property, including the execution of appropriate nondisclosure and confidentiality agreements and invention and other Intellectual Property assignment agreements with their employees and contractors, and, to the USPTO that were not disclosed to the USPTO and which would preclude the grant Company’s knowledge, no employee or contractor of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims its subsidiaries is in or has been in violation in any material respect of one any term of any employment contract, patent or more patents or patent applications owned byinvention disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or exclusively licensed to, any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment or engagement with the Company or any subsidiaryof its subsidiaries. To the Company’s knowledge, the duties of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Company Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with.
Appears in 1 contract
Samples: Underwriting Agreement (Connect Biopharma Holdings LTD)
Intellectual Property Rights. The Except as disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service marks, registered and unregistered copyrights , trade secrets, logos, slogans, trade dress, design rights, Internet domain names, copyrightssocial media accounts, trade secrets intellectual property rights in technology, software, source code, data and know how (including unpatented and/or unpatentable proprietary or confidential information, systems or procedures), and any applications (including provisional applications), registrations, or renewals for any of the foregoing, together with the goodwill associated with any of the foregoing, and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted conducted, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus (collectively, “Intellectual Property”), and the conduct of their respective businesses does except for such exceptions as could not and will not infringebe expected, misappropriate individually or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectusaggregate, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by have a court of competent jurisdiction to be invalid or unenforceable, in whole or in partMaterial Adverse Effect. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, ; and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation misappropriation, dilution or dilution other violation by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or . Except as disclosed in the aggregateRegistration Statement, if the subject Time of an unfavorable decisionSale Prospectus or the Prospectus, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes infringes, misappropriates, dilutes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe infringe, misappropriate, dilute or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary intellectual property rights of others, and the Company has not received any notice or is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. Other than Except as disclosed in the Registration Statement, the Time of Sale Prospectus and or the Prospectus, neither no government funding, facilities or resources of a university, college, other educational institution or research center was used in the development of any Intellectual Property that is owned or purported to be owned by the Company nor its subsidiaries that would confer any governmental agency or body, university, college, other educational institution or research center any claim or right of ownership to any such Intellectual Property. Except as disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Company is not obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force The Company and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries have taken commercially reasonable steps to protect, maintain and there are no facts required to be disclosed to safeguard the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such applicationIntellectual Property. The products product candidates described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 1 contract
Intellectual Property Rights. The Company and the Subsidiaries own or hold, or are validly licensed or have a legal right to use, all patents, trademarks and trade names, trademark and trade name registrations, servicemark, brandmark and brand name registrations and copyrights, the applications therefor and the licenses with respect thereto (collectively, "Intellectual Property Rights") that are necessary to the conduct of the business of the Company and the Subsidiaries as conducted as of the date hereof. Except as set forth on Schedule 3.16 hereto, (i) the Company and the Subsidiaries conduct such business in all material respects without infringement or claim of infringement of any Intellectual Property Right of others and the conduct by the Surviving Corporation after the Effective Time of such business, in substantially the same manner as it is currently conducted, will not infringe or misappropriate or otherwise violate in any respect material to the business of the Company the Intellectual Property Rights of any other person or constitute in any respect material to the business of the Company a breach or violation of any agreement relating to the Intellectual Property Rights of the Company and the Subsidiaries (other than as a result of agreements to which Parent or any of its subsidiaries ownaffiliates is a party); (ii) the Company or a Subsidiary is, and after the consummation of the Merger will be, the sole and exclusive owner of, or have obtained a valid and enforceable licenses forlicense or other legal right to use, each Intellectual Property Right that is material to the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in business of the Registration Statement, the Time of Sale Prospectus Company and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of othersSubsidiaries, in each case in free and clear of any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectusliens and encumbrances (other than Permitted Liens) and, to the best knowledge of the Company’s knowledge, none no person is challenging, infringing, misappropriating or otherwise violating any such Intellectual Property Rights or claiming that the conduct of the business of the Company and the Subsidiaries, as conducted as of the date hereof, infringes, misappropriates or otherwise violates the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties Rights of any Intellectual Propertythird party; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating aware of any impediment to the intellectual property rights registration of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if material trademark that is currently the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Changeany application for registration ; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee none of the material Intellectual Property Rights of the Company and the Subsidiaries is in or has been in violation the subject of any term of any employment contractoutstanding order, patent disclosure agreementruling, invention assignment agreementdecree, non-competition agreement, non-solicitation agreement, nondisclosure agreement judgment 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarystipulation.
Appears in 1 contract
Samples: Merger Agreement (International Telecommunication Data Systems Inc)
Intellectual Property Rights. The Company (a) Schedule 5.10(a) sets forth a list of all (i) registered Copyrights and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent registered pending Copyright applications, patents(ii) issued Patents and registered pending Patent applications, trademarks(iii) registered Trademarks and registered pending Trademark applications and (iv) Domain Name registrations, trade names, service names, copyrights, trade secrets in each case owned by or licensed to the Transferring Corporations and other intellectual property described used exclusively in the Registration StatementBusiness.
(b) Except for Permitted Encumbrances, (i) each Transferring Corporation (A) has the Time of Sale Prospectus right to use the IP Rights under the Transferred IP Licenses it is a party to, and (B) owns or otherwise has the Prospectus as being right to use the Transferred IP owned or licensed used by them it, and, (ii) a Transferred Entity owns or otherwise has the right to use the IP Rights owned or used by it in connection with the operation of the Business (collectively the “Business IP”).
(c) For the period from September 30, 2015 to the date hereof, to the Knowledge of Seller, none of the processes, products or services of the Business, as currently conducted or as conducted in such period, infringes, misappropriates or otherwise violates any of the IP Rights of any third Person or has infringed, misappropriated or otherwise violated the IP Rights of any third Person.
(d) For the period from September 30, 2015 to the date hereof, to the Knowledge of Seller, no third Person infringed upon or is infringing upon, misappropriated or is misappropriating or otherwise violated or is violating the Business IP owned by a Transferring Corporation.
(e) For the period from September 30, 2015 to the date hereof, to the Knowledge of Seller, no third Person has asserted any objection or claim with respect to the ownership, validity or enforceability of the Business IP owned by a Transferring Corporation, nor has Seller received any such claim in writing.
(f) Except with respect to licenses granted to or by third parties in the ordinary course of business, agreements with distributors entered into in the ordinary course of business, “shrink-wrap” or other generally available commercial licenses or as otherwise contemplated by this Agreement, Schedule 5.10(f) sets forth a list of all material Transferred IP Licenses and, in the case of the Transferred Entities, all material licenses to the Business IP to which are any Transferred Entity is a party.
(g) The Business IP contains all of the IP Rights necessary for the conduct of their respective businesses the Business as conducted on the date of this Agreement (other than (a) assets, services and other obligations of the parties that are contemplated by any Ancillary Agreement and (b) general and administrative support and corporate-level services and related computer software programs currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, provided to the CompanyBusiness by Seller and its Affiliates).
(h) Notwithstanding anything else, the representations and warranties set forth under this Section 5.10 are Seller’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction exclusive representations and warranties relating to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarymatters.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Ashland Global Holdings Inc)
Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), except where the failure to so own or hold as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s 's knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries, ; and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution infringement by third parties of any Intellectual Property; . There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (iiiA) challenging the Company’s rights in or to any Intellectual Property, and the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights unaware of third parties, in any respect facts which would reasonably be expected to result in form a Material Adverse Changereasonable basis for any such action, suit, proceeding or claim; (ivB) neither challenging the validity, enforceability or scope of any Intellectual Property, and the Company nor is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries has received infringes or otherwise violates, or would, upon the commercialization of any notice of infringement of product or conflict with asserted service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others with respect to any of the foregoing whichothers, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the owner or co-owner terms of the each agreement pursuant to which Intellectual Property owned by it has been licensed to the Company or any subsidiary, and has all such agreements are in full force and effect. To the valid right to use the Intellectual Property; (vi) Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the . The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and (iv) invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement 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. There is no pending or, to The duty of candor and good faith as required by the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging United States Patent and Trademark Office during the Company’s rights in or to any Intellectual Property; (B) challenging prosecution of the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All United States patents and patent applications owned by included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with, except where the failure to so comply would not reasonably be expected, individually or exclusively licensed in the aggregate, to result in a Material Adverse Change. None of the Company owned Intellectual Property or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly technology (including information technology and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to outsourced arrangements) employed by the Company or its subsidiaries and there are no facts required to be disclosed to has been obtained or is being used by the USPTO that were not disclosed to Company or its subsidiary in violation of any contractual obligation binding on the USPTO and which would preclude Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the grant rights of a patent in connection with any such applicationpersons. The products described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 1 contract
Intellectual Property Rights. (a) The Company and its subsidiaries Subsidiaries own, or have obtained valid sufficient rights to use and enforceable licenses forotherwise exercise and exploit and license, the inventionsall patents, patent applications, patentstrademarks, trademarkstrademark applications, service marks, trade names, service names, copyrights, trade secrets licenses and other intellectual property described similar rights necessary or material for use in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of connection with their respective businesses as currently being conducted or as currently described in the SEC Documents, as previously conducted and as proposed to be conducted in the SEC Documents (collectively, “the "Intellectual Property”Property Rights"), and except where the conduct of their respective businesses does not and will not infringefailure to own or license such Intellectual Property Rights would not, misappropriate individually or otherwise conflict with any such rights of othersin the aggregate, in each case in any material respectbe reasonably likely to have a Material Adverse Effect. Except as otherwise disclosed set forth in the Registration StatementSEC Documents, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries Subsidiary has received any notice (including any offer of infringement a license) that any past, current or proposed activity of (or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (viRights used, exploited or exercised by) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes Subsidiary may violate or otherwise violates, or would, infringe upon the commercialization rights of any product Person and neither has any reason to anticipate that any such notice may be forthcoming (or service described that there is or may be any basis therefor). Except as set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights haveSEC Documents, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge all of the Company, Intellectual Property Rights are enforceable and there is no existing or expected material infringement (or challenge) by another Person of (or to) any of the parties prosecuting such applications have complied with their duty of disclosure to the USPTOIntellectual Property Rights. To the Company’s 's knowledge, there are no material defects in present or former employee, officer or director of the Company or any of the patents or patent applications owned byits Subsidiaries, or exclusively licensed agent or outside contractor of the Company or any of its Subsidiaries, holds any right, title or interest, directly or indirectly, in whole or in part, in or to any Intellectual Property Rights, except those formally assigned or transferred to the Company by such employees. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company, except those formally assigned or transferred to the Company by such employees.
(b) To the Company's knowledge: (i) no trade secret of the Company or any of its Subsidiaries has been used, disclosed or appropriated to the detriment of the Company or any of its Subsidiaries for the benefit of any Person other than the Company or its subsidiaries Subsidiaries; and there are (ii) no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant employee, independent contractor or agent of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within of its Subsidiaries has misappropriated any trade secrets or other confidential information of any other Person in the scope 7140498v.6 course of the claims performance of one his or more patents her duties as an employee, independent contractor or patent applications owned by, or exclusively licensed to, agent of the Company or any subsidiaryits Subsidiaries, except in the cases of clauses (i) and (ii) as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.
Appears in 1 contract
Samples: Securities Purchase Agreement (Fuelcell Energy Inc)
Intellectual Property Rights. The To the Company’s Knowledge, each of the Company and its subsidiaries ownSubsidiaries owns, or have obtained has the right to use pursuant to a valid and enforceable licenses forwritten license, the inventionsfree and clear of any Liens, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus all Intellectual Property (as being owned or licensed by them or which are defined below) that is necessary for the conduct of their respective businesses its business as currently conducted or as currently proposed to be conducted (collectively, the “Intellectual PropertyIP”), and the conduct of their respective businesses does not and will not infringe, misappropriate . All owned IP that is registered with or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed issued by a Governmental Authority is currently in the Registration Statement, Time name of Sale Prospectus the Company or the Prospectusone of its Subsidiaries and, to the Company’s knowledgeKnowledge, such registrations are valid and enforceable. Other than ex parte examinations in the ordinary course of patent prosecution, there is no pending or, to the Company’s Knowledge, threatened action, suit, other proceeding or claim by any Person challenging or contesting the validity, ownership, or enforceability of any IP, the use thereof by the Company or its Subsidiaries, or other rights of the Company or its Subsidiaries in or to any IP, and none of the Intellectual Property Company or any of the Company its Subsidiaries has been adjudged by a court of competent jurisdiction to be invalid received any written notice regarding any such action, suit, other proceeding or unenforceable, in whole or in partclaim. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration StatementKnowledge, the Time conduct of Sale Prospectus the business of the Company has not, and the Prospectus as licensed to none of the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing whichSubsidiaries has, singly infringed, misappropriated or in the aggregateotherwise violated, if the subject of an unfavorable decisionor is infringing, ruling misappropriating or findingotherwise violating, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the any Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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 CompanyPerson. There is no pending or, to the Company’s knowledgeKnowledge, threatened action, suit, other proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting Person alleging that the Company or any of its subsidiaries infringes the Subsidiaries is infringing, misappropriating or violating, or otherwise violatesusing without authorization, or would, upon the commercialization any Intellectual Property of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiaryPerson, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to none of the Company or any of its affiliates the Subsidiaries has received any written notice regarding, any such action, suit, other proceeding or under which claim. None of the Company or any of its affiliates has rights havethe Subsidiaries is a party to or bound by any options, licenses or other agreements, written or oral, granting any right, title or interest in or to any IP or otherwise relating to any IP, other than licenses for computer software acquired in the knowledge ordinary course of business and other than as set forth in the 2017 SEC Documents. The term “Intellectual Property” as used herein means all (i) trademarks, service marks, trade dress, slogans, logos, trade names, corporate names, Internet domain names, and any other indicia of source, together with all goodwill associated with each of the Companyforegoing, been duly (ii) copyrights (whether or not registered or published) and properly filed works of authorship, (iii) registrations and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in for registration for any of the foregoing, (iv) patents (including all reissuances, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals, substitutions and extensions thereof), patent applications, patent disclosures and inventions (whether or patent applications owned bynot patentable or reduced to practice), or exclusively licensed (v) computer software (including but not limited to the Company or its subsidiaries source code and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO object code), data, databases, and which would preclude the grant of a patent in connection documentation thereof, (vi) trade secrets and other confidential information, know-how, protocols, processes, methodologies, techniques, strategies, and processes, (vii) other intellectual property and all rights associated with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims foregoing, including without limitation the right to prosecute and recover monetary damages for any past, present and future infringements and other violations thereof, and (viii) copies and tangible embodiments of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryforegoing (in whatever form and medium).
Appears in 1 contract
Samples: Securities Purchase Agreement (Proteon Therapeutics Inc)
Intellectual Property Rights. The Company Issuers, the Operating Partnership and its subsidiaries the Operating Subsidiaries own, possess, license or have obtained valid and enforceable licenses forother rights to use, the inventionson reasonable terms, all patents, patent applications, patentstrade and service marks, trademarkstrade and service xxxx registrations, trade names, service names, copyrights, licenses, inventions, trade secrets secrets, technology, know-how and other intellectual property described in the Registration Statement(collectively, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are “Intellectual Property”) necessary for the conduct of their respective businesses the Issuers’ or any of the Operating Subsidiaries’ business as currently now conducted or as currently proposed in each of the Disclosure Package and the Prospectus to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respectconducted. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or Disclosure Package and the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company (a) no party has been adjudged by a court granted an exclusive license to use any portion of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in owned by the Registration StatementIssuers, Time the Operating Partnership or any of Sale Prospectus or the ProspectusOperating Subsidiaries; (iib) there is no infringement, misappropriation or dilution the Issuers and the Operating Partnership are not aware of any material infringement by third parties of any such Intellectual Property owned by or exclusively licensed to the Issuers, the Operating Partnership or the Operating Subsidiaries; (c) there is no pending or threatened action, suit, proceeding or claim by others challenging the rights of the Issuers, the Operating Partnership or the Operating Subsidiaries in or to any material Intellectual Property, and the Issuers and the Operating Partnership are unaware of any facts which would form a reasonable basis for any such claim; (iiid) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company validity or scope of any such Intellectual Property, and the Issuers and the Operating Partnership are unaware of any facts which would form a reasonable basis for any such claim; and (e) there is not infringingno pending or threatened action, misappropriatingsuit, diluting proceeding or claim by others that the Issuers’, the Operating Partnership’s or the Operating Subsidiaries’ business as now conducted infringes or otherwise violating the intellectual property violates any patent, trademark, copyright, trade secret or other proprietary rights of third partiesothers, and the Issuers and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claim, which in any respect which such case would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 1 contract
Samples: Underwriting Agreement (Suburban Propane Partners Lp)
Intellectual Property Rights. (a) The Company Issuer and its subsidiaries Subsidiaries own or possess or have a license or other right to use (or reasonably believe it can acquire on reasonable terms) all Intellectual Property and rights as are necessary to conduct their respective businesses as now conducted, except as such failure to own, possess, or acquire such rights would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. The Issuer and its Subsidiaries exercise such licenses or rights without any infringement, misappropriation, violation, or dilution upon Intellectual Property rights of others which could reasonably be expected to have obtained a Material Adverse Effect.
(b) The Issuer and its Subsidiaries have complied with all requirements in applicable laws and regulations on the right in employee inventions, including but not limited to the requirements in the Finnish Act on the Right in Employee Inventions (1967/656, as amended) pertaining to notice by employer claiming rights in employee inventions.
(c) No holding, decision or judgment has been rendered by any Governmental Authority against Issuer or any of its Subsidiaries which limits, cancels or questions the validity of, or any of Issuer’s or its Subsidiaries’ rights in, any Material IP (including any Assigned Patents) owned by Issuer or any of its Subsidiaries. No action or proceeding is pending, or threatened, as of the date hereof (i) seeking to limit, cancel or question the validity of, or any of Issuer’s or its Subsidiaries’ ownership interest in, any Intellectual Property owned by Issuer or any of its Subsidiaries except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (ii) which, if adversely determined, could reasonably be expected to adversely affect the value of any such Material IP or otherwise could reasonably be expected to have a Material Adverse Effect. To the knowledge of the Note Parties, there is no valid basis for any such litigation, opposition, cancellation, proceeding, objection or claim. None of the Assigned Patents that are part of Material IP has ever been found invalid, unpatentable, or unenforceable for any reason in any proceeding and Issuer and its Subsidiaries have no knowledge of and has not received any notice or information of any kind suggesting that any of the Assigned Patents may be invalid, unpatentable, or unenforceable. If any of the Assigned Patents are terminally disclaimed to another patent or patent application, all patents and patent applications subject to such terminal disclaimer are included in the Assigned Patents.
(d) Neither the Issuer nor any of its Subsidiaries, nor the conduct or operation of any of their business, nor any product or service of Issuer or any of its Subsidiaries has in the past or is currently infringing, violating or misappropriating the Intellectual Property rights of any other Person except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No action or proceeding is pending, or threatened, as of the date hereof alleging Issuer or any of its Subsidiaries, the conduct of their businesses, or any of their products or services infringes, violates or misappropriates the Intellectual Property rights of any other Person. To the knowledge of the Note Parties, there are no facts or circumstances that would reasonably give rise to any claim that Issuer or any of its Subsidiaries does not have the exclusive, legal right to own, enforce, sell, encumber, license, sublicense, lease or otherwise use or transfer any Material IP owned or purported to be owned by Issuer or any of its Subsidiaries. The Issuer and its Subsidiaries do not have any knowledge of any development of similar or identical trade secrets or technical information by others.
(e) None of the Issuer’s or its Subsidiaries’ Material IP has expired or terminated, or, by the terms and conditions thereof, could expire or terminate within two (2) years from the date of this Agreement.
(f) Schedule 11(a) of the Disclosure Letter contains a true, accurate and complete list of (i) all registered and pending applications for registration of Intellectual Property and all material unregistered Intellectual Property (including unregistered but material trademarks, domain names and all proprietary software and databases, data sets, and data) owned by, or exclusively licensed to, any Note Party (in each case relating to each item of such Intellectual Property, the relevant details for each such item such as registration or application number, the jurisdiction in which each such item is relevant, and also the owner of each such item), and (ii) all Material IP Agreements, including agreements under which: (1) the Issuer or any Subsidiary uses or has the right to use any Material IP owned by a third party; (2) the Issuer or any Subsidiary has granted a license or sublicense to any third party to use any Material IP (excluding any agreements under which the Issuer or any Subsidiary has licensed its products to customers, distributors, contract manufacturers, consultants or development partners on a non-exclusive basis in the ordinary course of business); and (3) any Material IP is or has been developed by or for the Issuer or any Subsidiary or assigned to the Issuer or any Subsidiary (other than agreements with consultants, employees or individual contractors engaged in connection with the development of Intellectual Property on a form made available to the Subscriber). Each Material IP Agreement listed in clause (ii) of the immediately preceding sentence is in full force and effect and Issuer is not and has not been in default and does not have knowledge of any default that has occurred by the other party thereto, and each such Material IP Agreement constitutes the legally valid and binding obligation of each applicable Note Party and the other party thereto, enforceable against such Note Party and to the knowledge of Issuer, the other party thereto in accordance with its terms. Except as set forth in Schedule 11(a) of the Disclosure Letter or for non-exclusive licenses of Intellectual Property granted by the Issuer or any Subsidiary in the ordinary course of business (to the extent constituting a Permitted Lien), none of the Intellectual Property of the Issuer or any Subsidiary is the subject of any license, sublicense or agreement pursuant to which the Issuer or any Subsidiary is the licensor. The Issuer and its Subsidiaries have not received any written notice of termination or cancellation under any IP License, or is in breach or in violation, in any material respect of any IP License, and, to the knowledge of the Note Parties, no third party is in breach or violation, in any material respect, of any IP License. All registered or issued Intellectual Property and pending applications for registration of Intellectual Property owned by Issuer or any of its Subsidiaries set forth on Schedule 11(a) of the Disclosure Letter is valid, subsisting, unexpired and enforceable and has not been abandoned. The Issuer and its Subsidiaries have made or performed all commercially reasonable acts, including without limitation filings, recordings and payment of all required fees and taxes, required to maintain and protect its and their interest in each and every item of Intellectual Property set forth on Schedule 11(a) of the Disclosure Letter.
(g) Upon completion of the conditions set forth in Schedule G to the Third Supplemental Indenture, all employees and contractors of the Issuer or any of its Subsidiaries who were involved in the creation or development of any Intellectual Property for Issuer or any of its Subsidiaries that is necessary to their businesses have signed valid and enforceable licenses forwritten agreements with the Issuer or one of its Subsidiaries that validly and presently assigns all Intellectual Property rights to Issuer or one of its Subsidiaries, as applicable, and containing obligations of confidentiality. No former or current employee or contractor of the Issuer or any of its Subsidiaries is in violation of any term of such agreement. No former or current employee or contractor of the Issuer or any of its Subsidiaries has asserted in writing against any the Issuer or any of its Subsidiaries any claim or right to any of the Material IP owned or purported to be owned by the Issuer or any of its Subsidiaries.
(h) Except as disclosed to the Collateral Agent in writing prior to the Closing Date, the inventionsIssuer and each of its Subsidiaries have obtained and properly recorded previously executed assignments from inventors and all other Persons for the Assigned Patents as necessary to fully perfect their rights and title therein in accordance with applicable Law in each respective jurisdiction. All inventors named on the Assigned Patents are true and correct.
(i) To the extent “small entity” fees were paid to the United States Patent and Trademark Office for any Assigned Patent, patent applicationssuch reduced fees were then appropriate because the payor qualified to pay “small entity” fees at the time of such payment and specifically had not licensed rights in any Assigned Patent to an entity that was not a “small entity”.
(j) The Issuer and each of its Subsidiaries, patentshave taken all reasonable and necessary steps to maintain and enforce the Material IP and Material IP Agreements. The Issuer and each of its Subsidiaries have taken all reasonable measures and has reasonable policies and internal procedures (as necessary and/or as required by Applicable Law) to maintain and protect the confidentiality and value of all Trade Secrets that are owned, trademarksused or held by Issuer and its Subsidiaries, trade namesand the Issuer and its Subsidiaries do not have any knowledge of such Trade Secrets being used, service namesdisclosed to or discovered by any other Person except with proper authorization pursuant to a valid and appropriate non-disclosure and/or license agreement which has not been breached. Neither Issuer nor any Subsidiary has received any notice from any third party that there has been an unauthorized use or disclosure of any Trade Secrets in relation to the businesses of Issuer or its Subsidiaries.
(k) Except as set forth on Schedule 11(b) of the Disclosure Letter, copyrightsno Material IP owned by the Issuer or any of its Subsidiaries has been developed, trade secrets and created, or modified with any funding from any governmental entity or academic institution. No Person who was involved in, or who contributed to the creation or development of any Material IP owned by the Issuer or any of its Subsidiaries, has performed services for the government, university, college, or other intellectual property described educational institution or research center in a manner that would affect the Issuer’s or any of its Subsidiaries’ rights in any Material IP owned by the Issuer or any of its Subsidiaries or restrict the manner in which rights are currently used or contemplated to be used in the Registration Statementoperation of their businesses.
(l) No proprietary software owned by or distributed to any customers by Issuer or any of its Subsidiaries is subject to any obligation or condition under any “open source” license, such as the Time GNU Public License, Lesser GNU Public License or Mozilla Public License, that would require or condition the use or distribution of Sale Prospectus such software on the disclosure, license or distribution of any source code for any portion of such software that is owned by Issuer or any of its Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect. No event has occurred, and no circumstance exists, that will, or could result in the Prospectus as being disclosure or delivery to any third party of any proprietary software source code owned by or exclusively licensed by them to any Issuer or which any of its Subsidiaries. Issuer and its Subsidiaries are in actual possession of and have sufficient control and rights over, and have complete, valid and enforceable rights to use without restriction, a complete and correct copy of all proprietary software including any source code, netlists, mask works, algorithms, data, data sets and databases used in, held for use in, or necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of othersincluding, in each case in any material respect. Except as otherwise disclosed in the Registration Statementcase, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, employees and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarycustomers.
Appears in 1 contract
Samples: Subscription Agreement (Rockley Photonics Holdings LTD)
Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement or the Prospectus and except where the failure to own or license such rights would not, individually or in the aggregate, have a Material Adverse Change, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, know-how (including trade secrets and other unpatented or unpatentable propriety or confidential information) and other intellectual property described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted with respect to the commercialization of the product candidates described in the Registration Statement and the Prospectus (collectively, “Intellectual Property”)) and, and to the Company’s knowledge, the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the The Intellectual Property of the Company is subsisting, free and clear of all material liens and encumbrances, has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) , there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries; and, and to the Company has not granted any material liensCompany’s knowledge, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution infringement by third parties of any Intellectual Property; (iii) . Other than as disclosed in the Company is not infringingRegistration Statement and the Prospectus, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any subsidiary is obligated to pay any material royalty, grant a material license or provide other material consideration to any third party in connection with the Intellectual Property or in connection with the manufacture, use or sale of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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 employeeCompany’s employment with the Companyproduct candidates. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes infringes, misappropriates or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus as under development, infringe infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed , and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; in each case of (A) –(C) which could be expected, individually or in the Registration Statementaggregate, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay have a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual PropertyMaterial Adverse Change. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned byincluded in the Intellectual Property that are material to the Company. The Company and its subsidiaries have taken commercially reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, no employee of the Company is in or has been in violation of any material term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or exclusively licensed any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries and there are no facts required to be disclosed to has been obtained or is being used by the USPTO that were not disclosed to Company or its subsidiaries in violation of any contractual obligation binding on the USPTO and which would preclude Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the grant rights of a patent in connection with any such applicationpersons. The products product candidates described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or pending patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 1 contract
Samples: Open Market Sale Agreement (Vigil Neuroscience, Inc.)
Intellectual Property Rights. The Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as being owned or licensed by them or or, to the Company’s knowledge, which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted in the Registration Statement and the Prospectus (collectively, “Intellectual Property”); and to the Company’s knowledge, and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respectlicenses are valid and enforceable. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more any of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect and its subsidiaries have taken all reasonable steps necessary to such secure their interests in the Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectusfrom their employees and contractors; (ii) there is no infringement, misappropriation or dilution infringement by third parties of any Intellectual Property; (iii) the Company is and its subsidiaries are not infringing, misappropriating, diluting or otherwise violating infringing the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-sole owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Propertyit; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (ivv) no employee of the Company or any of its subsidiaries is in or has been in violation 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 CompanyCompany or any of its subsidiaries. There Except as otherwise disclosed in the Prospectus, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus as under development, infringe infringe, misappropriate or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the ProspectusCompany is unaware of any facts which would form a reasonable basis for any such action, neither the Company nor its subsidiaries is obligated to pay a material royaltysuit, grant a license proceeding or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Propertyclaim. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products drug candidates described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 1 contract
Intellectual Property Rights. The Except as otherwise disclosed in the SEC Reports, the Company and its subsidiaries Subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus SEC Reports as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”)) and, and to the Company’s Knowledge, the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. To the Company’s Knowledge, the operation of the business of the Company, as now conducted or as proposed to be conducted in each case in the SEC Reports, together with the Company’s use of the Company’s Intellectual Property, does not conflict with, infringe, misappropriate or otherwise violate the Intellectual Property of any material respectthird party. Except as otherwise disclosed in the Registration StatementSEC Reports, Time of Sale Prospectus no actions, suits, claims or the Prospectusproceedings have been asserted, or, to the Company’s knowledgeKnowledge, none threatened against the Company alleging any of the foregoing or seeking to challenge, deny or restrict the operation of the business of the Company and the Company is unaware of any facts which would form a reasonable basis for any such claim. Except as disclosed in the SEC Reports, the Company has not received any notice of a claim of infringement, misappropriation or conflict with Intellectual Property rights of others, except for such claims that would not, individually or the in aggregate, be reasonably expected to have a Material Adverse Effect. Except as disclosed in the SEC Reports, the Intellectual Property of rights owned by the Company has and, to the Company’s Knowledge, any Intellectual Property rights licensed to the Company have not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledgeKnowledge, threatened action, suit, proceeding or claim by others: (A) others challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability validity or scope of any such Intellectual Property; or (C) asserting that Property rights, and the Company is unaware of any facts which would form a reasonable basis for any such challenge, except for such actions, suits, proceedings, or claims that would not, individually or the in aggregate, be reasonably expected to have a Material Adverse Effect. Except as otherwise disclosed in the SEC Reports, 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 SEC Reports. None of the technology or intellectual property used by the Company in its business 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 subsidiaries infringes officers, directors or employees or otherwise violates, or would, upon in violation of the commercialization rights of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarypersons.
Appears in 1 contract
Samples: Securities Purchase Agreement (Shattuck Labs, Inc.)
Intellectual Property Rights. The Company All results and its subsidiaries ownproceeds of the Services performed under this Agreement (collectively, the "Deliverables") and all other writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, modified, conceived, or have obtained valid reduced to practice in the course of performing the Services (collectively, and enforceable licenses forincluding the Deliverables, the inventions"Work Product"), patent applications, and all patents, trademarks, trade names, service names, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets secrets, know-how, and other confidential or proprietary information, and other intellectual property described in the Registration Statementrights (collectively "Intellectual Property Rights") therein, the Time of Sale Prospectus and the Prospectus as being shall be owned or licensed exclusively by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable You hereby irrevocably assign to the Company and its subsidiaries have been complied with; (viii) the Company successors and its subsidiaries have taken all reasonable steps to protectassigns, maintain and safeguard their Intellectual Propertyfor no additional consideration, your entire right, title, and (iv) no employee interest in and to the Work Product and all Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof. To the extent any copyrights are assigned under this Section 5, you hereby irrevocably waive in favor of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledgeextent permitted by applicable law, threatened actionany and all claims you may now or hereafter have in any jurisdiction to all rights of paternity or attribution, suitintegrity, proceeding or claim by others: (A) challenging disclosure, and withdrawal and any other rights that may be known as "moral rights" in relation to all Work Product to which the Company’s rights in or assigned copyrights apply. You shall make full and prompt written disclosure to any Intellectual Property; (B) challenging the validity, enforceability or scope Company of any Intellectual Property; inventions or (C) asserting processes, as such terms are defined in 35 U.S.C. § 100, that the Company constitute Work Product, whether or any of its subsidiaries infringes not such inventions or otherwise violates, processes are patentable or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus protected as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of otherssecrets. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration You shall not disclose to any third party in connection with the nature or details of any such inventions or processes without the prior written consent of the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms Any patent application for or application for registration of each agreement pursuant to which any Intellectual Property has been licensed Rights in any Work Product that you may file during the Term or thereafter will belong to the Company or any subsidiaryCompany, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed you hereby irrevocably assign to the Company Company, for no additional consideration, your entire right, title, and interest in and to such application, all Intellectual Property Rights disclosed or claimed therein, and any of its affiliates patent or under which registration issuing or resulting therefrom. Upon the Company or any of its affiliates has rights have, to the knowledge request of the Company, been duly during and properly filed after the Term, you shall promptly take such further actions, including execution and each issued patent delivery of all appropriate instruments of conveyance, and provide such further cooperation, as may be necessary to assist the Company to apply for, prosecute, register, maintain, perfect, record, or enforce its rights in any Work Product and all Intellectual Property Rights therein. In the event the Company is being diligently maintained; unable, after reasonable effort, to obtain your signature on any such documents, you hereby irrevocably designate and appoint the Company as your agent and attorney-in-fact, to act for and on your behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other intellectual property protection related to the knowledge Work Product with the same legal force and effect as if you had executed them. You agree that this power of attorney is coupled with an interest. As between you and the Company, the parties prosecuting such applications Company is, and will remain, the sole and exclusive owner of all right, title, and interest in and to any documents, specifications, data, know-how, methodologies, software, and other materials provided to you by the Company ("Company Materials"), and all Intellectual Property Rights therein. You have complied with their duty of disclosure no right or license to reproduce or use any Company Materials except solely during the Term to the USPTOextent necessary to perform your obligations under this Agreement. To the Company’s knowledge, there are no material defects All other rights in any of the patents or patent applications owned by, or exclusively licensed and to the Company or its subsidiaries and there Materials are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development expressly reserved by the Company Company. You have no right or any subsidiary fall within license to use the scope of the claims of one or more patents or patent applications owned byCompany's trademarks, service marks, trade names, logos, symbols, or exclusively licensed to, the Company or any subsidiarybrand names.
Appears in 1 contract
Intellectual Property Rights. (a) The Company conduct by GeoMed of its business does not, to the best of its knowledge, infringe upon or violate or involve the misappropriation or other improper use of the trade secrets or the Intellectual Property of any Person. EXHIBIT C sets forth a complete and its subsidiaries owncorrect list of all Patent Rights licensed by GeoMed and pursuant to the License Agreement. SCHEDULE 4.9 sets forth a complete and correct list of the Intellectual Property registered in the name of GeoMed or as to which applications are currently pending. GeoMed is the exclusive licensee of the Licensed Subject Matter and has not entered into any sublicense or assignment agreement with respect to, or have obtained valid and enforceable licenses forotherwise directly or indirectly conveyed to any Person any interest in any of, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described Licensed Subject Matter. Except as provided in the Registration StatementLicense Agreement, GeoMed is the sole and exclusive owner of all of the Intellectual Property, all of which is free from any Encumbrances and, to the best of its knowledge, no other Person or Governmental Body or subdivision thereof, has any valid claim of ownership with respect to the Intellectual Property whatsoever. To the best of GeoMed's knowledge, the Time of Sale Prospectus Intellectual Property and the Prospectus as being development, manufacture, use and sale of Products do not infringe any patent rights owned or possessed by any Third Party.
(a) SCHEDULE 4.17 indicates a true and complete list of all agreements or arrangements (i) pursuant to which any of the Intellectual Property set forth on SCHEDULE 4.9 has been licensed by them to any Person other than GeoMed, or which are necessary permits use by any such other Person or (ii) pursuant to which GeoMed has had Intellectual Property licensed to it, or has otherwise been permitted to use Intellectual Property.
(b) No claim or demand of any Person has been made, nor is there any Proceeding that is pending or, to the best knowledge of the GeoMed and the Founders, threatened, nor to the best knowledge of the GeoMed and the Founders is there any basis for any valid claim, demand or Proceeding which (in any such case) (i) challenges the conduct rights of GeoMed, or Xx. Xxxxxxxx Xxxxxxxxx or any of their respective businesses as currently conducted Affiliates in respect of the License Agreement or as currently proposed to be conducted any Licensed Subject Matter or Intellectual Property or (collectivelyii) asserts that GeoMed, “Intellectual Property”), and the conduct or any of their respective businesses does not and will not infringe, misappropriate Affiliates are infringing or otherwise in conflict with, or are required to pay any royalty, license fee, charge or other amount with regard to, the License Agreement or any such rights Licensed Subject Matter or Intellectual Property. None of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus License Agreement or the Prospectus, to the Company’s knowledge, Licensed Subject Matter and none of the Intellectual Property of the Company set forth on SCHEDULE 4.9 is subject to any outstanding order, ruling, decree, judgement or stipulation where GeoMed or Xx. Xxxxxxxx Xxxxxxxxx is or has been adjudged made a party by a court or with any court, arbitrator, or administrative agency, or has been the subject of competent jurisdiction to be invalid any litigation within the last five (5) years, whether or unenforceablenot resolved in favor of GeoMed. Neither GeoMed nor Xx. Xxxxxxxx Xxxxxxxxx has assigned, transferred, conveyed or otherwise encumbered its right, title and interest in whole the License Agreement or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Licensed Subject Matter or Intellectual Property, except for customary reversionary rights of third-party licensors Property or entered into any agreement with any Third Party with respect to the License Agreement or any Licensed Subject Matter or Intellectual Property that which is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; this Agreement.
(vc) the Company is the owner or co-owner of The Patent Rights and the Intellectual Property owned by it set forth on SCHEDULE 4.9 are valid and has enforceable and have been duly registered with, filed in or issued by, as the valid right to use case may be, the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. United States Patent and Trademark Office (“USPTO”) during the prosecution of the Office, United States patents Copyright Office or such other filing offices, domestic or foreign, as are listed on EXHIBIT C and patent applications included in SCHEDULE 4.9. With respect to the Patent Rights and the Intellectual Property have been complied withset forth on SCHEDULE 4.9, GeoMed has taken such other actions to ensure protection under any applicable laws or regulations, and all such requirements in foreign offices having similar requirements applicable to the Company registrations, filings, issuances and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are actions remain in full force and effect. All patents .
(d) GeoMed and patent applications owned the Founders have disclosed to Titan all material information known by it regarding the License Agreement or exclusively licensed the Licensed Subject Matter and the Intellectual Property, including, without limitation, the exercise of all options by it under the License Agreement.
(e) The copy of the License Agreement attached hereto as EXHIBIT B is true, complete and correct and there have been no further amendments to such agreement, and such agreement is in full force and effect as of the Company date hereof.
(f) it has not previously assigned, transferred, conveyed or otherwise encumbered any of its affiliates or under which right, title and interest in the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the CompanyLicense Agreement, the parties prosecuting such applications have complied with their duty of disclosure to Licensed Subject Matter or the USPTO. To the Company’s knowledge, there are no material defects in Intellectual Property or entered into any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection agreement with any such application. The products described third party which is in conflict with the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.Contemplated Transactions pursuant to this Agreement;
Appears in 1 contract
Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or Prospectus, Registration Statement and the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary any rights of third-party licensors with respect or licensees pursuant to Intellectual Property that is a license agreement between such third party and the Company or one or more of its subsidiaries, or except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to or by the Company or one or more of its subsidiaries, ; and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution material infringement by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or . Except as disclosed in the aggregateTime of Sale Prospectus, if the subject of an unfavorable decisionRegistration Statement and Prospectus, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by othersothers that could result in a Material Adverse Effect: (A) challenging the Company’s rights in or to any Intellectual Property, and to the Company’s knowledge there are no valid claims that could reasonably be expected to be asserted against the Company in an action, suit or proceeding challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property, and to the Company’s knowledge there are no valid claims that could reasonably be expected to be asserted against the Company in an action, suit or proceeding challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries materially infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, materially infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and to the Company’s knowledge there are no valid claims that could reasonably be expected to be asserted against the Company in an action, suit or proceeding asserting that the Company or any of its subsidiaries materially infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, materially infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, except where such failure to comply could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to The biotherapeutic candidate for the Company or any potential treatment of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products phenylketonuria disease described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall falls within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 1 contract
Samples: Underwriting Agreement (Codexis Inc)
Intellectual Property Rights. The Company Issuers, the Operating Partnership and its subsidiaries the Operating Subsidiaries own, possess, license or have obtained valid and enforceable licenses forother rights to use, the inventionson reasonable terms, all patents, patent applications, patentstrade and service marks, trademarkstrade and service xxxx registrations, trade names, service names, copyrights, licenses, inventions, trade secrets secrets, technology, know-how and other intellectual property described in the Registration Statement(collectively, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are “Intellectual Property”) necessary for the conduct of their respective businesses the Issuers’ or any of the Operating Subsidiaries’ business as currently now conducted or as currently proposed in each of the Disclosure Package and the Prospectus to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respectconducted. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or Disclosure Package and the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company (a) no party has been adjudged by a court granted an exclusive license to use any portion of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in owned by the Registration StatementIssuers, Time the Operating Partnership or any of Sale Prospectus or the ProspectusOperating Subsidiaries; (iib) there is no infringement, misappropriation or dilution the Issuers and the Operating Partnership are not aware of any infringement by third parties of any such Intellectual Property owned by or exclusively licensed to the Issuers, the Operating Partnership or the Operating Subsidiaries; (c) there is no pending or threatened action, suit, proceeding or claim by others challenging the rights of the Issuers, the Operating Partnership or the Operating Subsidiaries in or to any material Intellectual Property, and the Issuers and the Operating Partnership are unaware of any facts which would form a reasonable basis for any such claim; (iiid) there is no pending or threatened action, suit, proceeding or claim by others challenging the Company validity or scope of any such Intellectual Property, and the Issuers and the Operating Partnership are unaware of any facts which would form a reasonable basis for any such claim; and (e) there is not infringingno pending or threatened action, misappropriatingsuit, diluting proceeding or claim by others that the Issuers’, the Operating Partnership’s or the Operating Subsidiaries’ business as now conducted infringes or otherwise violating the intellectual property violates any patent, trademark, copyright, trade secret or other proprietary rights of third partiesothers, and the Issuers and the Operating Partnership are unaware of any other fact which would form a reasonable basis for any such claim, which in any respect which such case would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 1 contract
Samples: Underwriting Agreement (Suburban Propane Partners Lp)
Intellectual Property Rights. The (a) Section 3.9(a) of the Company Schedule sets forth a complete and accurate list of all active, filed or registered Company IP as of the date hereof (“Registered IP”). Each item of Company IP is current with its subsidiaries ownfiling, or have obtained valid registration and enforceable licenses for, maintenance requirements.
(b) Section 3.9(b) of the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets Company Schedule sets forth a complete and other intellectual property described in accurate list of each written Contract pursuant to which Company IP that is material to the Registration Statement, business of the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses Company as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation of any term of any employment contractlicensed, patent disclosure agreementsold, 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes assigned or otherwise violates, conveyed or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed provided to the Company or any of its affiliates Subsidiaries (other than: (A) agreements between the Company or any of its Subsidiaries and its employees, substantially in the Company’s standard form thereof; and (B) non-exclusive licenses to third-party software), whether the licenses or rights granted to the Company in each such Contract are exclusive or non-exclusive, whether the Company or any of its Subsidiaries has any royalty or other payment obligations under such Contract.
(c) Section 3.9(c) of the Company Schedule accurately identifies each written Company IP Contract pursuant to which the Company or any of its Subsidiaries have granted to any Person (or pursuant to which the Company or any of its Subsidiaries may be obligated in the future to grant to any Person, whether due merely to the passage of time, or due to the occurrence of an event or otherwise) any license under, or pursuant to which any Person otherwise has received or acquired from the Company or any of its Subsidiaries (or may in the future be entitled to receive or acquire from the Company or any of its Subsidiaries ) any right (whether or not currently exercisable and including a right to receive a license) or interest in, any Company IP. Except for the Contracts identified in Section 3.9(c) of the Company Schedule, and except pursuant to any licensed agreement under which the Company or any of its affiliates has rights haveSubsidiaries is licensed to practice any Intellectual Property, to neither the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in Company nor any of the patents or patent applications owned its Subsidiaries is bound by, or exclusively licensed to subject to, any Contract, whether or not in writing, containing any covenant or other provision that in any way limits or restricts the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant ability of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within of its Subsidiaries to use, exploit, assert or enforce any Company IP anywhere in the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryworld.
Appears in 1 contract
Intellectual Property Rights. The Company and its subsidiaries own(i) Except as disclosed in the SEC Documents, or as would not reasonably be expected, individually or in the aggregate, to have obtained valid a Material Adverse Effect, and enforceable licenses forto the Company’s knowledge, the inventionsCompany owns, patent applications, possesses or has the legal right to all patents, trademarks, service marks, trade names, service names, copyrights, trade secrets domain names and other source indicators, copyrights and copyrightable works, know-how (including trade secrets, data and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), software, proprietary or confidential information and all other worldwide intellectual property described in the Registration Statementand proprietary rights (including all registrations, and applications for registration of, and all goodwill associated with, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted foregoing) (collectively, “Intellectual Property”)) used in, and or necessary for, the conduct of their respective its business as currently conducted and as proposed to be conducted as disclosed in the SEC Documents; (ii) to the Company’s knowledge, the Company’s conduct of its businesses has not infringed, misappropriated or otherwise violated in any material respect, and does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case violate in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the any valid and enforceable Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Propertyperson; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or except as disclosed in the aggregateSEC Documents, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no claim, action, suit, investigation or proceeding pending against, or, to the Company’s knowledge, threatened actionagainst, suit, proceeding or claim by others: the Company (A) based upon, or challenging or seeking to deny or restrict, any rights of the Company in any Intellectual Property owned by or exclusively licensed by the Company’s rights in or to any Intellectual Property; , (B) challenging the ownership, validity, enforceability or scope of any Intellectual Property; Property owned or exclusively licensed by the Company, or (C) asserting alleging that the Company or any of its subsidiaries infringes has infringed, misappropriated or otherwise violates, or would, upon the commercialization violated any Intellectual Property of any product or service described person in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated material respect; (iv) to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, the Intellectual Property owned or exclusively licensed by the Company has not been infringed, misappropriated or otherwise violated by any person; (v) none of the Intellectual Property owned or exclusively licensed by the Company has been adjudged invalid or unenforceable and, to the Company’s knowledge, all Intellectual Property owned or exclusively licensed by the Company is valid and enforceable; (vi) the Company has taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual Property of the Company the value of which to the Company is contingent upon maintaining the confidentiality thereof, and, to the Company’s knowledge, no such Intellectual Property has been disclosed other than to employees, representatives, and agents of the Company, all of whom are bound by written confidentiality agreements; (vii) no present or former employee, officer, or director of the Company, or agent or outside contractor or consultant of the Company, holds any right, title or interest, directly or indirectly, in whole or in part, in or to any Intellectual Property owned, purported to be owned, or licensed by the Company; (viii) each current and former employee and officer of the Company has executed an agreement with the Company regarding confidentiality and proprietary information in the form or forms made available to counsel for the Purchasers; and (ix) no employee of the Company has misappropriated any trade secrets or other confidential information of any other Person in the course of the performance of his or her duties as an employee of the Company. The computer software, computer hardware, firmware, networks, interfaces and related systems (collectively, “Computer Systems”) used by the Company are sufficient for the conduct of the Company’s business in all material respects as now conducted or as proposed in the SEC Documents to be conducted, and there are have been no material defects in failures, crashes, security breaches or other adverse events affecting the Computer Systems which has caused material disruption to the business of the Company. The Company, and any directors, members, employees, agents, officers, managers, and other representatives of any of the patents or patent applications owned byCompany, or exclusively licensed comply with and have at all times complied with, in all material respects, all Privacy Laws applicable to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope conduct of the claims business or operations of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryCompany.
Appears in 1 contract
Samples: Securities Purchase Agreement (Spruce Biosciences, Inc.)
Intellectual Property Rights. (i) The attached “Intellectual Property Schedule” contains a complete and accurate list as of the Closing Date of (1) all of the following owned or exclusively licensed by any member of the Company Group: (a) patented or registered Intellectual Property Rights, (b) pending patent applications and applications for registration of any Intellectual Property Rights, and (c) material trade names and material unregistered trademarks or service marks; and (2) all material computer software owned or distributed by any member of the Company Group (“Company Software”). The Company Group owns all right, title and its subsidiaries owninterest in and to, or have obtained valid and enforceable licenses has the right to use pursuant to an agreement set forth on the “Intellectual Property Schedule”, all Intellectual Property Rights used in, or to the Company’s Knowledge necessary for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets operation of the businesses of the Company Group as now conducted and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently presently proposed to be conducted or which are purported to be owned by the Company Group, free and clear of all Liens (collectivelytogether with all other Intellectual Property Rights owned by the Company Group, the “Company Intellectual Property Rights”). Except as set forth on the “Intellectual PropertyProperty Schedule”, the Company Group has not licensed any Company Intellectual Property Rights to any Person except on a non-exclusive basis in the Ordinary Course of Business. The Company Group has delivered to the Purchasers true, correct and complete copies of the customer agreements with the Company Group’s current top twenty five customers (determined by aggregate revenue paid to the Company Group by the customer as of July 31, 2005).
(ii) The Company Software is not subject to any “copyleft” or other obligation or condition (including any obligation or condition under any “open source” license such as the GNU Public License, Lesser GNU Public License, or Mozilla Public License) that purports to (x) require, or condition the use or distribution of such software, on the disclosure, licensing, or distribution of any source code for any portion of such software or (y) otherwise impose any limitation, restriction, or condition on the right or ability of any member of the Company Group to use, license or distribute any software owned or distributed by any member of the Company Group.
(iii) Except as set forth on the “Intellectual Property Schedule”, (a) there are no currently pending or threatened or unresolved Claims against any member of the Company Group that were either made within the past six (6) years or are presently pending contesting the validity, use, ownership or enforceability of any Company Intellectual Property Rights owned by any member of the Company Group, and, to the Company’s Knowledge, there is no reasonable basis for such Claim, (b) to the Company’s Knowledge, the Company Group has not infringed, misappropriated or otherwise conflicted with, and the conduct operation of their respective the businesses does of the Company Group as now conducted and presently proposed to be conducted do not and will not infringe, misappropriate misappropriate, or otherwise conflict with with, any such rights Intellectual Property Rights of othersany other Persons, in each case in and the Company Group has not received any material respect. Except as otherwise disclosed in notices regarding any of the Registration Statementforegoing (including any demands or offers to license any Intellectual Property Rights from any Person), Time and the Company Group is not aware of Sale Prospectus any facts or circumstances that indicate a likelihood of any of the Prospectusforegoing, and (c) to the Company’s knowledgeKnowledge, none of the Intellectual Property no Person has infringed, misappropriated or otherwise conflicted with any of the Company Intellectual Property Rights. The Company Group has taken all reasonably necessary action to maintain and protect all of the Company Intellectual Property Rights. All Company Intellectual Property Rights shall be owned or available for use by the member(s) of the Company Group, as applicable, immediately after the Closing on terms and conditions substantially similar to those under which such member(s) of the Company Group owned or used such Intellectual Property Rights immediately prior to Closing.
(iv) Except as set forth on the “Intellectual Property Schedule”, (a) only the object code relating to any Company Software has been adjudged by disclosed to any third party (except to a court source code escrow agent for the benefit of competent jurisdiction customers in the Ordinary Course of Business);and (b) no Person has asserted any right to be invalid or unenforceableaccess any source code for any Company Software, in whole or in partincluding, without limitation, pursuant to a source code escrow agreement. No source code licensed to any Person as disclosed on the “Intellectual Property Schedule” is material to the current businesses of the Company Group.
(v) To the Company’s knowledge: Knowledge, all products of the Company Group (iand all parts thereof) there are no free of any disabling codes or instructions and any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus” or other software routines or hardware components that permit unauthorized access or the unauthorized disablement or erasure of such product (or parts thereof) or data or other software of users of the Company Group’s products or the software owned, distributed or maintained by the Company Group (collectively, “Malicious Code”) and the Company Group uses commercially reasonable efforts to insure that its products are free of such Malicious Code. The Company Group is in possession of the source and object code for all software owned by the Company and, to the extent necessary for the conduct of the businesses of the Company Group as now conducted and presently proposed to be conducted, for all third parties who have rights to party software incorporated into any Intellectual PropertyCompany Group products, and copies of all other material related thereto, except for customary reversionary rights those materials where Company Group’s failure to possess such materials would not be reasonably expected to have a Material Adverse Effect.
(vi) Except as set forth on the “Intellectual Property Schedule,” all past and present employees of, and consultants to, the Company Group have entered into agreements pursuant to which such employee or consultant agrees to protect the confidential information of third-party licensors the Company Group and assign (and/or, with respect to Intellectual Property that is disclosed in consultants, grant a perpetual license sufficient to enable the Registration Statement, the Time of Sale Prospectus Company Group to conduct their businesses as now conducted and the Prospectus as licensed presently proposed to be conducted) to the Company Group, as applicable, all Intellectual Property Rights authored, developed or one otherwise created by such employee or more consultant in the course of its subsidiaries, and his or her relationship with the Company has not granted Group, without any material liensrestrictions or obligations on the use of any such Intellectual Property Rights assigned to any member of the Company Group, security interests, or encumbrances on or and/or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time Rights licensed to any member of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringingGroup, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected subject only to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it commercially reasonable and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; customary restrictions and obligations.
(vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included The Company Group is in the Intellectual Property have been complied withcompliance with any privacy policies or similar policies, programs or other notices and all such requirements in foreign offices having similar requirements applicable to Laws that concern the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protectGroup’s use, maintain and safeguard their Intellectual Propertydisclosure, and (iv) no employee retention or protection of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarypersonal information.
Appears in 1 contract
Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for used in the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”). To the Company’s knowledge, and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any material respect with any such intellectual property rights of others, in each case in any material respect. Except except as otherwise disclosed would not be reasonably be expected, individually or in the Registration Statement, Time of Sale Prospectus or the Prospectusaggregate, to the Company’s knowledge, none of the result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which, in the Company’s opinion, would form a reasonable basis for any such adjudication. To the Company’s 's knowledge, except as otherwise described in the Registration Statement, the Time of Sale Prospectus and the Prospectus: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, ; and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution infringement by third parties of any Intellectual Property; , except, for each of (iiii) the Company is and (ii), as would not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would be reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by othersthird parties: (A) challenging the Company’s and its subsidiaries’ rights in or to any Intellectual Property, and the Company is unaware of any facts which, in the Company’s opinion, would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which, in the Company’s opinion, would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statementthird parties, the Time of Sale Prospectus and the ProspectusCompany is unaware of any facts which, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Propertyopinion, would form a reasonable basis for any such action, suit, proceeding or claim; in each case of (A), (B) and (C), except as would not reasonably be expected to result in a Material Adverse Change. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed , except when the failure to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, be in compliance would not reasonably be expected to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTOresult in a Material Adverse Change. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned byincluded in the Intellectual Property, except as would not reasonably be expected to result in a Material Adverse Change. To the Company’s knowledge, the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure or confidentiality agreements and invention assignment agreements with their employees, and to the Company’s knowledge, no current employee of the Company involved in the development of Intellectual Property is in or has been in violation of any material term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or exclusively licensed any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, in each case except when the failure to be in compliance would not reasonably be expected to result in a Material Adverse Change. To the Company’s knowledge, the duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property has been complied with in all material respects; and in all foreign offices having similar requirements, all such requirements have been complied with in all material respects, in each case except when the failure to be in compliance would not reasonably be expected to result in a Material Adverse Change. To the knowledge of the Company, none of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries and there are no facts required to be disclosed to in the USPTO that were not disclosed to conduct of their respective businesses has been obtained or is being used by the USPTO and which would preclude Company or its subsidiaries in violation of any contractual obligation binding on the grant Company or its subsidiaries or any of a patent their respective officers, directors or employees or otherwise in connection with violation of the rights of any such applicationpersons. The products product candidates, other than PH284, described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or and/or pending patent applications owned by, or exclusively licensed to, the Company or any subsidiaryits subsidiaries.
Appears in 1 contract
Samples: Underwriting Agreement (Vistagen Therapeutics, Inc.)
Intellectual Property Rights. (a) The Company Issuer and its subsidiaries Subsidiaries own or possess or have a license or other right to use (or reasonably believe it can acquire on reasonable terms) all Intellectual Property and rights as are necessary to conduct their respective businesses as now conducted, except as such failure to own, possess, or acquire such rights would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. The Issuer and its Subsidiaries exercise such licenses or rights without any infringement, misappropriation, violation, or dilution upon Intellectual Property rights of others which could reasonably be expected to have obtained a Material Adverse Effect.
(b) The Issuer and its Subsidiaries have complied with all requirements in applicable laws and regulations on the right in employee inventions, including but not limited to the requirements in the Finnish Act on the Right in Employee Inventions (1967/656, as amended) pertaining to notice by employer claiming rights in employee inventions.
(c) No holding, decision or judgment has been rendered by any Governmental Authority against Issuer or any of its Subsidiaries which limits, cancels or questions the validity of, or any of Issuer’s or its Subsidiaries’ rights in, any Material IP (including any Assigned Patents) owned by Issuer or any of its Subsidiaries. No action or proceeding is pending, or threatened, as of the date hereof (i) seeking to limit, cancel or question the validity of, or any of Issuer’s or its Subsidiaries’ ownership interest in, any Intellectual Property owned by Issuer or any of its Subsidiaries except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (ii) which, if adversely determined, could reasonably be expected to adversely affect the value of any such Material IP or otherwise could reasonably be expected to have a Material Adverse Effect. To the knowledge of the Note Parties, there is no valid basis for any such litigation, opposition, cancellation, proceeding, objection or claim. None of the Assigned Patents that are part of Material IP has ever been found invalid, unpatentable, or unenforceable for any reason in any proceeding and Issuer and its Subsidiaries have no knowledge of and has not received any notice or information of any kind suggesting that any of the Assigned Patents may be invalid, unpatentable, or unenforceable. If any of the Assigned Patents are terminally disclaimed to another patent or patent application, all patents and patent applications subject to such terminal disclaimer are included in the Assigned Patents.
(d) Neither the Issuer nor any of its Subsidiaries, nor the conduct or operation of any of their business, nor any product or service of Issuer or any of its Subsidiaries has in the past or is currently infringing, violating or misappropriating the Intellectual Property rights of any other Person except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No action or proceeding is pending, or threatened, as of the date hereof alleging Issuer or any of its Subsidiaries, the conduct of their businesses, or any of their products or services infringes, violates or misappropriates the Intellectual Property rights of any other Person. To the knowledge of the Note Parties, there are no facts or circumstances that would reasonably give rise to any claim that Issuer or any of its Subsidiaries does not have the exclusive, legal right to own, enforce, sell, encumber, license, sublicense, lease or otherwise use or transfer any Material IP owned or purported to be owned by Issuer or any of its Subsidiaries. The Issuer and its Subsidiaries do not have any knowledge of any development of similar or identical trade secrets or technical information by others.
(e) None of the Issuer’s or its Subsidiaries’ Material IP has expired or terminated, or, by the terms and conditions thereof, could expire or terminate within two (2) years from the date of this Agreement.
(f) Schedule 11(a) of the Disclosure Letter contains a true, accurate and complete list of (i) all registered and pending applications for registration of Intellectual Property and all material unregistered Intellectual Property (including unregistered but material trademarks, domain names and all proprietary software and databases, data sets, and data) owned by, or exclusively licensed to, any Note Party (in each case relating to each item of such Intellectual Property, the relevant details for each such item such as registration or application number, the jurisdiction in which each such item is relevant, and also the owner of each such item), and (ii) all Material IP Agreements, including agreements under which: (1) the Issuer or any Subsidiary uses or has the right to use any Material IP owned by a third party; (2) the Issuer or any Subsidiary has granted a license or sublicense to any third party to use any Material IP (excluding any agreements under which the Issuer or any Subsidiary has licensed its products to customers, distributors, contract manufacturers, consultants or development partners on a non-exclusive basis in the ordinary course of business); and (3) any Material IP is or has been developed by or for the Issuer or any Subsidiary or assigned to the Issuer or any Subsidiary (other than agreements with consultants, employees or individual contractors engaged in connection with the development of Intellectual Property on a form made available to the Subscriber). Each Material IP Agreement listed in clause (ii) of the immediately preceding sentence is in full force and effect and Issuer is not and has not been in default and does not have knowledge of any default that has occurred by the other party thereto, and each such Material IP Agreement constitutes the legally valid and binding obligation of each applicable Note Party and the other party thereto, enforceable against such Note Party and to the knowledge of Issuer, the other party thereto in accordance with its terms. Except as set forth in Schedule 11(a) of the Disclosure Letter or for non-exclusive licenses of Intellectual Property granted by the Issuer or any Subsidiary in the ordinary course of business (to the extent constituting a Permitted Lien), none of the Intellectual Property of the Issuer or any Subsidiary is the subject of any license, sublicense or agreement pursuant to which the Issuer or any Subsidiary is the licensor. The Issuer and its Subsidiaries have not received any written notice of termination or cancellation under any IP License, or is in breach or in violation, in any material respect of any IP License, and, to the knowledge of the Note Parties, no third party is in breach or violation, in any material respect, of any IP License. All registered or issued Intellectual Property and pending applications for registration of Intellectual Property owned by Issuer or any of its Subsidiaries set forth on Schedule 11(a) of the Disclosure Letter is valid, subsisting, unexpired and enforceable and has not been abandoned. The Issuer and its Subsidiaries have made or performed all commercially reasonable acts, including without limitation filings, recordings and payment of all required fees and taxes, required to maintain and protect its and their interest in each and every item of Intellectual Property set forth on Schedule 11(a) of the Disclosure Letter.
(g) Upon completion of the conditions set forth in Schedule G to the Indenture, all employees and contractors of the Issuer or any of its Subsidiaries who were involved in the creation or development of any Intellectual Property for Issuer or any of its Subsidiaries that is necessary to their businesses have signed valid and enforceable licenses forwritten agreements with the Issuer or one of its Subsidiaries that validly and presently assigns all Intellectual Property rights to Issuer or one of its Subsidiaries, as applicable, and containing obligations of confidentiality. No former or current employee or contractor of the Issuer or any of its Subsidiaries is in violation of any term of such agreement. No former or current employee or contractor of the Issuer or any of its Subsidiaries has asserted in writing against any the Issuer or any of its Subsidiaries any claim or right to any of the Material IP owned or purported to be owned by the Issuer or any of its Subsidiaries.
(h) Except as may be disclosed to the Collateral Agent in writing prior to the Closing Date, the inventionsIssuer and each of its Subsidiaries have obtained and properly recorded previously executed assignments from inventors and all other Persons for the Assigned Patents as necessary to fully perfect their rights and title therein in accordance with applicable Law in each respective jurisdiction. All inventors named on the Assigned Patents are true and correct.
(i) To the extent “small entity” fees were paid to the United States Patent and Trademark Office for any Assigned Patent, patent applicationssuch reduced fees were then appropriate because the payor qualified to pay “small entity” fees at the time of such payment and specifically had not licensed rights in any Assigned Patent to an entity that was not a “small entity”.
(j) The Issuer and each of its Subsidiaries, patentshave taken all reasonable and necessary steps to maintain and enforce the Material IP and Material IP Agreements. The Issuer and each of its Subsidiaries have taken all reasonable measures and has reasonable policies and internal procedures (as necessary and/or as required by Applicable Law) to maintain and protect the confidentiality and value of all Trade Secrets that are owned, trademarksused or held by Issuer and its Subsidiaries, trade namesand the Issuer and its Subsidiaries do not have any knowledge of such Trade Secrets being used, service namesdisclosed to or discovered by any other Person except with proper authorization pursuant to a valid and appropriate non-disclosure and/or license agreement which has not been breached. Neither Issuer nor any Subsidiary has received any notice from any third party that there has been an unauthorized use or disclosure of any Trade Secrets in relation to the businesses of Issuer or its Subsidiaries.
(k) Except as set forth on Schedule 11(b) of the Disclosure Letter, copyrightsno Material IP owned by the Issuer or any of its Subsidiaries has been developed, trade secrets and created, or modified with any funding from any governmental entity or academic institution. No Person who was involved in, or who contributed to the creation or development of any Material IP owned by the Issuer or any of its Subsidiaries, has performed services for the government, university, college, or other intellectual property described educational institution or research center in a manner that would affect the Issuer’s or any of its Subsidiaries’ rights in any Material IP owned by the Issuer or any of its Subsidiaries or restrict the manner in which rights are currently used or contemplated to be used in the Registration Statementoperation of their businesses.
(l) No proprietary software owned by or distributed to any customers by Issuer or any of its Subsidiaries is subject to any obligation or condition under any “open source” license, such as the Time GNU Public License, Lesser GNU Public License or Mozilla Public License, that would require or condition the use or distribution of Sale Prospectus such software on the disclosure, license or distribution of any source code for any portion of such software that is owned by Issuer or any of its Subsidiaries, except as would not reasonably be expected to have a Material Adverse Effect. No event has occurred, and no circumstance exists, that will, or could result in the Prospectus as being disclosure or delivery to any third party of any proprietary software source code owned by or exclusively licensed by them to any Issuer or which any of its Subsidiaries. Issuer and its Subsidiaries are in actual possession of and have sufficient control and rights over, and have complete, valid and enforceable rights to use without restriction, a complete and correct copy of all proprietary software including any source code, netlists, mask works, algorithms, data, data sets and databases used in, held for use in, or necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of othersincluding, in each case in any material respect. Except as otherwise disclosed in the Registration Statementcase, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, employees and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarycustomers.
Appears in 1 contract
Samples: Subscription Agreement (Rockley Photonics Holdings LTD)
Intellectual Property Rights. (i) The Company and its subsidiaries own, Subsidiaries own or have obtained valid and enforceable licenses for, the inventions, patent applications, a license to all patents, trademarks, trade names, service namesinventions, copyrights, know how (including trade secrets and other intellectual property described in the Registration Statementunpatented and/or unpatentable proprietary or confidential information, the Time of Sale Prospectus systems or procedures), trademarks, service marks and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted trade names (collectively, “Intellectual PropertyProperty Rights”), and ) used in or reasonably necessary to the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, businesses; (ii) to the Company’s knowledge, none of the Intellectual Property of Rights owned by the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To and its Subsidiaries and the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as Rights licensed to the Company and its Subsidiaries, are valid, subsisting and enforceable, and there is no pending or, to the knowledge of the Company or one or more any of its subsidiariesSubsidiaries, and threatened action, suit, proceeding or claim by others challenging the Company has not granted validity, scope or enforceability of any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual PropertyRights; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries Subsidiaries has received any notice alleging any infringement, misappropriation or other violation of infringement of or conflict with asserted rights of others with respect to any of the foregoing Intellectual Property Rights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in have a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to Effect on the Company and its subsidiaries have been complied withSubsidiaries, taken as a whole; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened actionno third party is infringing, suitmisappropriating or otherwise violating, proceeding or claim has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by others: the Company; (Av) challenging to the Company’s rights in or to any Intellectual Property; (B) challenging knowledge, the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company Company’s or any of its subsidiaries infringes Subsidiaries’ products do not infringe or have not infringed any Intellectual Property Rights of a third party; to the Company’s knowledge, neither the Company nor any of its Subsidiaries misappropriates or otherwise violates, or wouldhas misappropriated or otherwise violated, upon the commercialization any Intellectual Property Rights of any product a third party; (vi) all employees or service described contractors engaged in the Registration Statement, the Time development of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights Intellectual Property Rights on behalf of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor or its subsidiaries is obligated Subsidiaries have executed or have an obligation to pay a material royaltyexecute an invention assignment agreement whereby such employees or contractors presently assign all of their right, grant a license or option, or provide other material consideration title and interest in and to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which such Intellectual Property has been licensed Rights to the Company or any the applicable subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are knowledge no material defects in any of the patents such agreement has been breached or patent applications owned by, or exclusively licensed to violated; and (vii) the Company or and its subsidiaries Subsidiaries use, and there are no facts required have used, commercially reasonable efforts to appropriately maintain all information intended to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of maintained as a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiarytrade secret.
Appears in 1 contract
Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, rights to use the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as being owned or licensed by them or which are used in and necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”)) and, and to the Company’s knowledge, the conduct of their respective businesses does not and will not infringe, infringe or misappropriate or otherwise conflict with in any material respect any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the The Intellectual Property of owned by the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) except as otherwise disclosed in the Prospectus and with respect to LX9211 (to which the Company owns an exclusive license), there are no third parties who have ownership, royalty, or exclusive license rights to any Intellectual PropertyProperty owned by the Company, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries, ; and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution material infringement by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual PropertyProperty licensed to the Company; (B) challenging the validity, enforceability or scope of any Intellectual PropertyProperty owned by the Company; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary intellectual rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have materially complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are are, to the Company’s knowledge, in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard Intellectual Property owned byby the Company, or exclusively licensed including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, no employee of the Company is in or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant has been in violation of a patent in connection with any term of any such applicationagreement. The products duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property owned by the Company have been materially complied with; and in all foreign offices having similar requirements, all such requirements have been materially complied with. The product candidates described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 1 contract
Samples: Open Market Sale Agreement (Lexicon Pharmaceuticals, Inc.)
Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or or, to the Company’s knowledge, which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and to the conduct of their respective businesses does not and will not infringeCompany’s knowledge, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus or Prospectus, and the Prospectus, to the Company’s knowledge, none conduct of the Company and its subsidiaries’ respective businesses does not currently infringe, misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge, except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. Except as could not reasonably be expected, and individually or in the Company has not granted any material liensaggregate, security intereststo result in a Material Adverse Change, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus or Prospectus, and the Prospectus; (ii) , there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the ProspectusCompany is unaware of any facts which would form a reasonable basis for any such action, neither the Company nor its subsidiaries is obligated to pay a material royaltysuit, grant a license proceeding or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Propertyclaim. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiarysubsidiary in all material respects, and to the Company’s knowledge all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described included in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.Intellectual
Appears in 1 contract
Intellectual Property Rights. The Company and its subsidiaries own(a) As of the date of this Agreement, or have obtained valid and enforceable licenses for, Schedule 4.10
(a) contains a list of all the inventions, patent applications, patents, trademark registrations, material unregistered trademarks, trade namescopyright registrations, service names, copyrights, trade secrets mask work registrations and other intellectual property described applications for any of the foregoing included in the Registration Statement, Purchased Assets or owned by the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted FHS Companies (collectively, “together with all other Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed Property included in the Registration StatementPurchased Assets or owned by the FHS Companies the "Transferred Intellectual Property Assets"). The Transferred Intellectual Property Assets are owned by ITT, Time of Sale Prospectus ITTME or the Prospectus, to the Company’s knowledge, none FHS Companies.
(b) As of the Intellectual Property date of the Company has been adjudged by this Agreement, Schedule 4.10(b) contains a court list of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: all Contracts (i) there are no third parties who have rights involving licenses granted by the Sellers or any FHS Company to any Intellectual Property, except for customary reversionary rights of third-third party licensors with respect to any material Transferred Intellectual Property that is disclosed Assets (except for non-exclusive licenses granted in the Registration Statementordinary course of business) and (ii) that grant a license for the use of third party Intellectual Property (other than for the use of commercial off-the-shelf personal computer software) to ITT or any Affiliate of ITT in respect of the Business. Such agreements are valid and enforceable, the Time of Sale Prospectus and the Prospectus as licensed except to the extent that any invalidity or unenforceability of any of the foregoing agreements would not give rise to a Business Material Adverse Effect.
(c) As of the date of this Agreement, except as set forth in Schedule 4.10(c): (i) within the past five years there has been no claim made against any Seller or any FHS Company asserting the invalidity, misuse or one or more unenforceability of its subsidiaries, and any of the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Transferred Intellectual Property except as otherwise disclosed in Asset or challenging any Seller's or any FHS Company's right to the Registration Statement, Time use or ownership of Sale Prospectus or the Prospectusany of such Transferred Intellectual Property Asset; (ii) within the past five years there is no infringement, have not been any charges of infringement or misappropriation or dilution by third parties of any Intellectual PropertyProperty of any third party relating to the operation of the Business; and (iii) to the Company is knowledge of ITT, the conduct of the Business as currently conducted does not infringinginfringe any Intellectual Property of any third party.
(d) ITT and ITTA have conducted the Business in compliance with the Amended Injunction entered by the court in K-Tube Corporation x. Xxxxxxxx Stainless Tube et al, misappropriatingNo. C-90-1653-JLQ, diluting on April 4, 1995, as modified by the Settlement Agreement Under Seal entered into by K-Tube Corporation, Sterling Stainless Tube Corporation, ITTA and ITT on July 25, 1996 and subsequently approved by the court.
(e) The Transferred Intellectual Property Assets, the Licensed Intellectual Property and licenses set forth in Schedule 4.10(b) comprise all of the material Intellectual Property rights owned by or, other than in respect of software, licensed to the Sellers or otherwise violating their Affiliates and used in the intellectual property conduct and operation of the Business as of the date hereof. To the knowledge of ITT, there are no Intellectual Property rights of third partiescurrently used by the Business other than the Transferred Intellectual Property Assets, the Licensed Intellectual Property and the licenses set forth in any respect which would reasonably be expected to result in a Material Adverse Change; Schedule 4.10(b).
(ivf) neither the Company Neither ITT nor any of its subsidiaries has received any notice of infringement of Affiliates owns Intellectual Property which is not owned by an FHS Company or conflict with asserted rights of others with respect to any is Purchased Assets and (i) is based on inventions, discoveries, designs or writings made in whole or part by a person who was an employee or independent contractor of the foregoing whichBusiness or any predecessor thereof at the time of such making or by a group of persons at least some of whom were employees or independent contractors of the Business or any predecessor thereof, singly at the time of such making or (ii) is or relates to a tradename, trademark or service xxxx used exclusively in the aggregate, if the subject of an unfavorable decision, ruling Business or finding, would reasonably be expected to result in a Material Adverse Change; (viii) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required was purchased by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement Business or any restrictive covenant to or with a former employer where predecessor thereof specifically for the basis of such violation relates to such employee’s employment with the Company. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryBusiness.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Cooper-Standard Holdings Inc.)
Intellectual Property Rights. The Company and its subsidiaries ownown or can acquire on reasonable terms, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus Final Offering Memorandum as being owned or licensed by them or which are necessary for the conduct of their respective businesses business as currently conducted or as currently proposed to be conducted in the Time of Sale Document and the Final Offering Memorandum (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none None of the Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, unenforceable in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for a determination that any issued patent within the Intellectual Property is invalid or unenforceable. To Except as would not reasonably be expected to, individually or in the Company’s knowledgeaggregate, have a Material Adverse Effect: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus Final Offering Memorandum as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution infringement by third parties of any Intellectual Property; (iii) the Company is has not infringing, misappropriating, diluting committed any act or otherwise violating omitted to undertake any act the intellectual property rights effect of third parties, in any respect which such commission or omission would reasonably be expected to result in a Material Adverse Changelegal determination that any item of Intellectual Property thereby was rendered invalid or unenforceable in whole or in part; (iv) neither the Company nor has taken reasonable steps necessary to secure the interests of the Company in the Intellectual Property purported to be owned by the Company from any employees, consultants, agents or contractors that developed (in whole or in part) such Intellectual Property; (v) there are no outstanding options, licenses or agreements of any kind relating to the Intellectual Property or intellectual property of any other person or entity that are required to be described in the Time of Sale Document and the Final Offering Memorandum that are not so described therein; and (vi) no government funding, facilities or resources of a university, college, other educational institution or research center was used in the development of any Intellectual Property that is owned or purported to be owned by the Company that would confer upon any governmental agency or body, university, college, other educational institution or research center any claim or right in or to any such Intellectual Property. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries has received infringes, misappropriates or otherwise violates, or would, upon the commercialization of any notice product or service described in the Time of infringement of Sale Document or conflict with asserted the Final Offering Memorandum as under development, infringe, misappropriate or otherwise violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others with respect to any of the foregoing whichothers, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) and the Company is the owner unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or co-owner claim. None of the Intellectual Property owned technology employed by it and the Company has been obtained or is being used by the valid right Company in violation of any contractual obligation binding on the Company, upon any officers, directors or, to use the Intellectual Property; (vi) there are no material defects in any Company’s knowledge, employees of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied withCompany, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is not aware of any facts that would form a reasonable basis for a successful challenge that any of its employees are in or has have ever been in violation 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. There is no pending orbreach of a confidentiality obligation, obligation to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or assign intellectual property to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violatesan employer, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret obligation not to use third-party intellectual property or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such applicationparty. The products described in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus as under development by the Company or any subsidiary Final Offering Memorandum fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 1 contract
Samples: Purchase Agreement (Amphastar Pharmaceuticals, Inc.)
Intellectual Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. i. Except as otherwise disclosed in set forth on the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the attached "Intellectual Property of the Company has been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to --------------------- Schedule," the Company or one or more of its subsidiariesSubsidiaries owns all right, title and -------- interest to, or has the right to use pursuant to a valid license, all Intellectual Property Rights necessary for the operation of the businesses of the Company and its Subsidiaries as presently conducted and as presently proposed to be conducted, free and clear of all Liens except for Permitted Liens (except for those the failure to own or use would not (either individually or in the aggregate) a Material Adverse Effect). Except as set forth on the Intellectual Property Schedule, there has not occurred, and to the Company's ------------------------------ knowledge there is not threatened, pending or reasonably foreseeable, any loss or expiration of any Intellectual Property Right or related group of Intellectual Property Rights owned or used by the Company or any Subsidiary that would have (either individually or in the aggregate) a Material Adverse Effect.
ii. Except as set forth on the Intellectual Property Schedule or as ------------------------------ would not have (either individually or in the aggregate) a Material Adverse Effect, (a) there have been no claims made against the Company or any Subsidiary asserting the invalidity, misuse or unenforceability of any of such Intellectual Property Rights, and, to the best of the Company's knowledge, there are no valid grounds for the same, (b) neither the Company nor any Subsidiary has received any notices of, and is not granted aware of any material liensfacts which indicate a likelihood of, security interestsany infringement or misappropriation by, or encumbrances on or conflict with, any third party with respect to such Intellectual Property except as otherwise disclosed in Rights (including, without limitation, any demand or request that the Registration StatementCompany or any Subsidiary license any rights from a third party), Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iiic) the Company is conduct of the Company's and each Subsidiary's business has not infringinginfringed, misappropriatingmisappropriated or conflicted with and does not infringe, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of misappropriate or conflict with asserted rights any Intellectual Property Rights of others other Persons, nor would any future conduct as presently contemplated infringe, misappropriate or conflict with respect any Intellectual Property Rights of other Persons and (d) to any the best of the foregoing whichCompany's knowledge, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property Rights owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable licensed to the Company and its subsidiaries or any Subsidiary have not been complied with; (viii) the infringed, misappropriated or conflicted by other Persons.
iii. The Company and each of its subsidiaries have taken all reasonable steps Subsidiaries has reviewed its operations with a view to protect, maintain assessing whether its business and safeguard their Intellectual Propertyoperations will, and (iv) no employee none of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes Subsidiaries is aware that any of its key suppliers, vendors or otherwise violatescustomers will, or would, upon the commercialization of any product or service described in the Registration Statementreceipt, the Time of Sale Prospectus or the Prospectus as under developmenttransmissions, infringe or violateprocessing, any patentmanipulation, trademarkstorage, trade nameretrieval, service name, copyright, trade secret re-transmission or other proprietary rights utilization of others. Other than as disclosed data, be vulnerable to any significant risk that computer hardware, software or any equipment containing embedded microchips used in their business or operations will not in the Registration Statementcase of dates or time periods occurring after December 31, 1999 function at least as effectively as in the Time case of Sale Prospectus and dates or time periods occurring prior to January 1, 2000. Except as set forth on the ProspectusIntellectual Property Schedule, neither none of the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company ------------------------------ or any of its affiliates Subsidiaries has reason to believe that the risks associated with this "year 2000" issue could have a Material Adverse Effect. For purposes of this paragraph (iii), "key suppliers, vendors or under which customers" refers to those suppliers, vendors and customers of the Company or any of and its affiliates has rights haveSubsidiaries, whose business failure could reasonably be expected to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryMaterial Adverse Effect.
Appears in 1 contract
Samples: Stock and Warrant Purchase Agreement (Krasovec Frank P)
Intellectual Property Rights. (a) The Company owns or is licensed to use, in each case free and its subsidiaries ownclear of all liens or encumbrances and rights thereto or therein by third parties, all United States or have obtained valid and enforceable licenses for, the inventions, foreign patents (including rights under United States or foreign patent applications), patentstrade secrets, trademarks, trade namesservice marks, service namescopyrights or other proprietary information or know-how (collectively, copyrights"Intellectual Property Rights") necessary or advisable to conduct the business now being, trade secrets and other intellectual property or proposed to be, conducted by the Company as described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as being owned or Prospectus. All such Intellectual Property Rights are cross- licensed by them or which to the U.S. Corporation from the Italian Subsidiaries without the payment of any royalties to the extent such Intellectual Property Rights are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict with any such rights of others, in each case in any material respect. Except as otherwise disclosed used in the Registration Statement, Time development of Sale Prospectus new products or the Prospectus, technology pursuant to the Company’s knowledge, none 's "Laser On-Line" program. The Joint Development Agreement among the U.S. Corporation and each of the Italian Subsidiaries provides the U.S. Corporation with the exclusive right to use outside of Italy any Intellectual Property of the Company has been adjudged by a court of competent jurisdiction Rights developed pursuant to be invalid or unenforceable, in whole or in part. To the Company’s knowledge: 's "Laser On-Line Program."
(ib) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed to the Company or one or more of its subsidiaries, and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution by third parties of any Intellectual Property; (iii) the The Company is not infringing, misappropriating, diluting misappropriating or otherwise violating the intellectual property rights any Intellectual Property Rights of third partiesany person and, in any respect which would reasonably be expected except as set forth with particularity on Schedule 2.24 to result in a Material Adverse Change; (iv) neither this Agreement, the Company nor any of its subsidiaries has not received any notice of, and is not otherwise aware of, any claim or the basis of infringement any claim that it is infringing, misappropriating or otherwise violating any Intellectual Property Rights of any person. In each instance set forth on Schedule 2.24 to this Agreement in which the Company has received notice of a claim that it is infringing, misappropriating or conflict with asserted rights otherwise violating any Intellectual Property Rights of others with respect to any person, the Company has formed a good faith belief that it is not infringing, misappropriating or otherwise violating such Intellectual Property Rights.
(c) To the best of the Company's knowledge, no person is infringing, misappropriating or otherwise violating any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected Company's Intellectual Property Rights. There are no pending legal proceedings relating to result in a Material Adverse Change; (v) the Company is the owner or co-owner any Intellectual Property Rights of the Company.
(d) The Company has entered into appropriate non-use and non- disclosure and assignment of inventions agreements with all persons that have access to the Company's Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending orRights and, to the Company’s knowledge's knowledge after due inquiry, threatened action, suit, proceeding no such person has violated or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with breached any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryagreements.
Appears in 1 contract
Samples: Underwriting Agreement (Prima Group International Inc)
Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as being owned or licensed by them or which are necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”), ) and the conduct of their respective businesses does not and will not infringe, misappropriate or otherwise conflict in any respect with any such rights of others, in each case in any material respect. Except except as otherwise disclosed would not be expected, individually or in the Registration Statement, Time of Sale Prospectus or the Prospectusaggregate, to the Company’s knowledge, none of the result in a Material Adverse Change. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries, ; and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution infringement by third parties of any Intellectual Property; (iii) , except as would not be expected, individually or in the Company is not infringingaggregate, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (ivB) neither challenging the validity, enforceability or scope of any Intellectual Property, and the Company nor is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or any of its subsidiaries has received infringes or otherwise violates, or would, upon the commercialization of any notice of infringement of product or conflict with asserted service described in the Registration Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights of others with respect to any of the foregoing whichothers, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the owner or co-owner terms of the each agreement pursuant to which Intellectual Property owned by it has been licensed to the Company or any subsidiary, and has all such agreements are in full force and effect. To the valid right to use the Intellectual Property; (vi) Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the . The Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality agreements and (iv) invention assignment agreements and invention assignments with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement 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. There is no pending orThe duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar requirements, all such requirements have been complied with, except as would not be expected, individually or in the aggregate, to result in a Material Adverse Change. None of the Company owned Intellectual Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons. To the knowledge of the Company’s knowledge, threatened actionthe Company and its subsidiaries have used and distributed all software and other materials distributed under a “free,” “open source” or similar licensing model (including but not limited to the GNU General Public License, suit, proceeding GNU Lesser General Public License and GNU Affero General Public License) (“Open Source Materials”) in compliance in all respects with all license terms applicable to such Open Source Materials and neither the Company nor any of its subsidiaries has used or claim by others: (A) challenging the Company’s rights distributed any Open Source Materials in a manner that requires or to any Intellectual Property; (B) challenging the validity, enforceability or scope of any Intellectual Property; or (C) asserting that has required the Company or any of its subsidiaries infringes to (A) permit a third party to reverse-engineer, (B) disclose or otherwise violatesdistribute to third parties in source code form, or would, upon (C) license to third parties for the commercialization purpose of any product or service described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violatemaking derivative works at no charge, any patent, trademark, trade name, service name, copyright, trade secret products or other proprietary rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are in full force and effect. All patents and patent applications services owned by or exclusively licensed to the Company or any of its affiliates subsidiaries, or under which any software code or other technology owned by the Company or any of its affiliates has rights havesubsidiaries, except as otherwise required by applicable law, except as would not be expected, individually or in the aggregate, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects result in any of the patents or patent applications owned by, or exclusively licensed to the Company or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant of a patent in connection with any such application. The products described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiaryMaterial Adverse Change.
Appears in 1 contract
Samples: Open Market Sale Agreement (Elys Game Technology, Corp.)
Intellectual Property Rights. The Except as otherwise disclosed in the Registration Statement or the Prospectus, the Company and its subsidiaries own, or have obtained valid and enforceable licenses for, rights to use the inventions, patent applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as being owned or licensed by them or and which are used in and necessary for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual Property”)) and, and to the Company’s knowledge, the conduct of their respective businesses does not and will not infringe, infringe or misappropriate or otherwise conflict with in any material respect any such rights of others, in each case in any material respect. Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, to the Company’s knowledge, none of the The Intellectual Property of owned by the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) except as otherwise disclosed in the Prospectus and with respect to LX9211 (to which the Company has acquired an exclusive license), there are no third parties who have ownership, royalty, or exclusive license rights to any Intellectual PropertyProperty owned by the Company, except for customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as licensed to the Company or one or more of its subsidiaries, ; and the Company has not granted any material liens, security interests, or encumbrances on or with respect to such Intellectual Property except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus; (ii) there is no infringement, misappropriation or dilution material infringement by third parties of any Intellectual Property; (iii) the Company is not infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties, in any respect which would reasonably be expected to result in a Material Adverse Change; (iv) neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Change; (v) the Company is the owner or co-owner of the Intellectual Property owned by it and has the valid right to use the Intellectual Property; (vi) there are no material defects in any of the patents or patent applications included in the Intellectual Property; (vii) the duties of candor and good faith required by the U.S. Patent and Trademark Office (“USPTO”) during the prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with, and all such requirements in foreign offices having similar requirements applicable to the Company and its subsidiaries have been complied with; (viii) the Company and its subsidiaries have taken all reasonable steps to protect, maintain and safeguard their Intellectual Property, and (iv) no employee of the Company is in or has been in violation 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. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s rights in or to any Intellectual PropertyProperty licensed to the Company; (B) challenging the validity, enforceability or scope of any Intellectual PropertyProperty owned by the Company; or (C) asserting that the Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus as under development, infringe or violate, any patent, trademark, trade name, service name, copyright, trade secret or other proprietary intellectual rights of others. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor its subsidiaries is obligated to pay a material royalty, grant a license or option, or provide other material consideration to any third party in connection with the Company’s Intellectual Property. The Company and its subsidiaries have materially complied in all material respects with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and all such agreements are are, to the Company’s knowledge, in full force and effect. All patents and patent applications owned by or exclusively licensed to the Company or any of its affiliates or under which the Company or any of its affiliates has rights have, to the knowledge of the Company, been duly and properly filed and each issued patent is being diligently maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of disclosure to the USPTO. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken reasonable steps to protect, maintain and safeguard Intellectual Property owned byby the Company, or exclusively licensed including the execution of appropriate nondisclosure, confidentiality agreements and invention assignment agreements and invention assignments with their employees, and, to the Company’s knowledge, no employee of the Company is in or its subsidiaries and there are no facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would preclude the grant has been in violation of a patent in connection with any term of any such applicationagreement. The products duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States patents and patent applications included in the Intellectual Property owned by the Company have been materially complied with; and in all foreign offices having similar requirements, all such requirements have been materially complied with. The product candidates described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as under development by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.
Appears in 1 contract
Samples: Open Market Sale Agreement (Lexicon Pharmaceuticals, Inc.)
