IP Matters. (a) As soon as reasonably practicable but in no event more than thirty (30) days after the Closing Date, Buyer shall, at its sole cost and expense, make any and all filings with any office, agency or body necessary to effect the elimination of any use of the Seller Marks from the company names of any Company Entities and, subject to the penultimate sentence of this Section 6.16(a), in no event more than nine (9) months after the Closing Date, remove, cover or conceal from all of the assets and properties of the Company Entities and the Transferred Assets any and all Seller Marks. The Seller Parent (on behalf of itself and its Affiliates) hereby grants to Buyer, the Company Entities and their respective Affiliates a worldwide, fully paid-up, royalty free, non-exclusive license, to use any Trademarks that are owned by Seller Parent or any of its Affiliates (including the Seller Marks) and that were used in the Business as of the Closing, (1) for nine (9) months following the Closing, in connection with any existing, pre-printed literature and packaging materials and (2) with respect to all other uses, for six (6) months following the Closing; provided, that such Trademarks are used solely for the Business and in substantially the same manner as such Trademarks were used in the Business as of the Closing; provided further, that Buyer shall ensure that any products of the Business bearing the Seller Marks or otherwise distributed or sold under the Seller Marks are of at least the same level of quality as the same applicable products manufactured and sold by Sellers or their applicable Affiliates prior to the Closing Date. Such use of the Seller Marks shall be subject to all generally applicable style and other usage guidelines in effect and used in the Business, for the Seller Marks immediately prior to the Closing Date (which guidelines have been made available to Buyer or are known by the Transferred Employees). All goodwill associated with such use of the Seller Marks shall inure solely to the benefit of Seller or its applicable Affiliates. Notwithstanding anything to the contrary contained herein, nothing in this Section 6.16(a) shall prohibit the Buyer, the Company Entities or their respective Affiliates from using such Trademarks (and shall not be considered to be in breach of this Section 6.16(a) as a result of the use of such Trademarks) for internal purposes (provided that Buyer, the Company Entities and their respective Affiliates reasonably endeavor...
IP Matters. Except as expressly provided in this Section 5.12 or the Transition Services Agreement, neither Purchaser nor any of its Affiliates shall acquire any rights in, or use, or have the right to use, the Agios Name and Agios Marks or any name or xxxx that, in the reasonable judgment of Seller, is similar to or embodying the Agios Name and Agios Marks. Except as provided in the immediately prior sentence, Seller hereby grants to Purchaser and its Affiliates a limited, worldwide, non-exclusive, non-transferable, (subject to the immediately following sentence) sublicensable, royalty-free right to continue to use the Agios Name and Agios Marks (a) on packaging, labeling, and educational, payer and marketing materials (including online materials), associated with TIBSOVO® until the later of (i) the date that is eighteen (18) month anniversary of Closing and (ii) the date that is twelve (12) months after Purchaser’s receipt of all necessary approvals from the FDA for replacement packaging associated with TIBSOVO® and (b) as permitted by the Transition Services Agreement for the term of the applicable service. Purchaser and its Affiliates shall have the right to grant sublicenses solely (A) with the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed) or (B) consistent with licenses or sublicenses granted prior to Closing under the Specified Business Contracts. During such period, the Agios Name and Agios Marks shall be used in the same manner the Seller Entities used such Agios Name and Agios Marks before the Closing and in accordance with any reasonable instructions as may be given by Seller to Purchaser from time to time and which are not inconsistent with the usage before the Closing (in each case except with respect to deviations from usage before Closing as a result of the transactions contemplated by the Transaction Documents). Purchaser shall not use or permit the use of any of the Agios Name and Agios Marks in any manner that is detrimental to the goodwill associated with such Agios Name and Agios Marks. All goodwill arising from the use the Agios Name and Agios Marks shall inure to the exclusive benefit of Seller and its Affiliates, as applicable. Purchaser’s use of the Agios Name and Agios Marks shall be in accordance with this Section 5.12. Purchaser shall, and shall cause its Affiliates to not hold itself out as having any affiliation with Seller or any of its Affiliates (except to the extent such affiliat...
IP Matters. As between the (i) Company and the Local Operating Entities, on the one hand, and (ii) CRISPR or Bayer (and their respective Affiliates), on the other hand (each a “Primary Employer”), the Company and each Primary Employer agree that (i) any Seconded Employee’s works of authorship, discoveries, inventions and innovations resulting from the services performed by such Seconded Employees for the Company or a Local Operating Entity, or (ii) any proposals, research, records, reports, recommendations, manuals, findings, evaluations, forms, reviews, information, data, computer programs and software originated or created by any Seconded Employee for the Company or a Local Operating Entity or in the performance of such services (such items being hereinafter referred to collectively and severally as “Work Product”), in each case which is an original work of authorship, including but not limited to any computer program or software, is a “work made for hire” within the meaning of 00 Xxxxxx Xxxxxx Code Section 101 in that it is a work that has been specially ordered or commissioned by the Company or such Local Operating Entity for use as a contribution to a collective work, as part of an audiovisual work, as a translation, as a supplementary work, as a compilation and/or as an instructional text. To the extent any Work Product is not a “work made for hire,” each Primary Employer [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. hereby agrees to take all action to assign, and to have the Seconded Employees assign, to the Company or such Local Operating Entity all right title and interest in and to such Work Product, including all intellectual property rights therein or based thereon. Notwithstanding the foregoing or anything else herein to the contrary, the rights and obligations under this Section 8.9(d) and the final allocation of ownership with respect to any Work Product (including all intellectual property rights therein) shall be allocated in accordance with, and remain subject to, in all cases the terms and conditions of the Intellectual Property Management Agreement.
IP Matters. Notwithstanding the Parties’ agreement to arbitrate, unless the Parties agree in writing in any particular case, claims and disputes between the Parties relating to or arising out of, or for which resolution depends on a determination of the interpretation, validity, enforceability or infringement of, patents or trademarks or the misappropriation of trade secrets, shall not be subject to arbitration under this Agreement, and the Parties may pursue whatever rights and remedies may be available to them under law or equity, including litigation in a court of competent jurisdiction, with respect to such claims and disputes.
IP Matters. (a) From and within thirty (30) days after the Closing, Sellers shall, or shall cause their applicable Affiliates to: (i) execute, notarize and perform all other legalization acts in respect of any and all papers, documents, agreements or other instruments that may be reasonably necessary to effectuate the assignment, transfer, prosecution or enforcement of the Transferred IP, including duly executed assignments of the Transferred IP for recording with the applicable Governmental Authority or domain name registrar and (ii) release and transfer possession and control of the Transferred IP to Purchaser (or its designated Affiliate). Sellers hereby authorize each such registrar to transfer the ownership and control of the Registered IP within the Transferred IP to Purchaser (or its designated Affiliate).
(b) Prior to the Closing, Sellers shall (i) use commercially reasonable efforts to (A) afford Purchaser and its Representatives reasonable access to the inventors named on the Transferred Patents to the extent that they are employees of either Seller, and (B) introduce Purchaser and its Representatives to any other inventors named on the Transferred Patents who are alive and (ii) afford to Purchaser and its Representatives reasonable access to Sellers’ existing supervising and local agents to assist with the matters set forth in Section 6.06(a), and to issue any waivers, as applicable, to allow for Purchaser’s continued prosecution of the Transferred IP after the Closing.
(c) Prior to the Closing, Sellers shall, or shall cause their Affiliates to, terminate the Contracts set forth on Section 6.06(c) of the Seller Disclosure Schedule.
(d) At the Closing Date, Sellers shall deliver, or shall cause to be delivered to the Purchaser (i) correct and complete copies of all Trademark, Patent, and Copyright prosecution files and dockets, registration certificates, litigation files, and related opinions of counsel and correspondence relating thereto for the Transferred IP (other than the Transferred Books and Records to the extent provided pursuant to Section 1.02(g) or the Product Files) (ii) a list of outstanding maintenance, renewal and prosecution deadlines with respect to the Registered IP that fall within ninety (90) days following the Closing Date, (iii) all books, records, files, ledgers or similar documentation in Sellers’ possession used to track, organize or maintain any of the Transferred IP, and (iv) tangible embodiments of all Transferred IP.
(e) As of an...
IP Matters. (a) Effective as of the Closing Date, Sellers (on behalf of themselves and their respective Affiliates) do hereby grant to Buyer a perpetual, irrevocable, worldwide, non-terminable, non-sublicenseable (except as set forth within Section 5.14(b)), non-transferable (except as set forth in Section 5.14(c)), non-exclusive, royalty-free license under all Patents and Know-How that are owned by Sellers or any of their respective Affiliates as of the date hereof and are not included in the Transferred Intellectual Property, but are used in the operation of the Business, to develop, make, have made, promote, market, distribute, use, offer for sale, sell and import Business Products and other performance and lifestyle footwear.
(b) The rights granted in Section 5.14(a) include the right to grant sublicenses within the scope of the license granted in Section 5.14(a) solely to Affiliates of Buyer (but solely for so long as they remain Affiliates of Buyer), with the right to grant further sublicenses in accordance with Section 5.14(b)(ii), and the Contractors of Buyer or its Affiliates, but only to the extent necessary for such Contractors’ performances of services for, or on behalf of, Buyer or its Affiliates in connection with the rights granted in Section 5.14(a). Buyer shall ensure that its sublicensees comply with all of the applicable provisions of Section 5.14(a) and shall be responsible and liable to Sellers and their respective Affiliates in the event that any of its sublicensees fails to comply with Section 5.14(a), Section 5.14(b), Section 5.14(c) or Section 5.14(d).
(c) Buyer may not assign the rights contained within Section 5.14(a) without the prior written consent of Sellers; provided, that Buyer may assign such rights in whole (but not in part) without the prior written consent of Sellers in connection with any sale, divestiture or spin-off of all or a portion of the assets of the Business.
(d) Buyer shall, and shall cause its Affiliates and sublicensees to, use, at a minimum, the same degree of care as such party uses to protect its own confidential information of a similar nature, level of sensitivity and level of confidentiality, but no less than reasonable care, to prevent the unauthorized use, misappropriation, disclosure or publication of any Know-How licensed pursuant to Section 5.14(a) that is (A) listed in Section 5.14(d) of the Sellers Disclosure Schedules, (B) otherwise marked as the confidential information of Sellers or its Affiliates (othe...
IP Matters. (a) Following the Closing Date, except as expressly set forth herein or in the Transition Services Agreement, neither the Company nor any of its Affiliates shall have any right, title or interest in or to the Truist Marks. The Company hereby acknowledges and agrees that neither it nor any of its Affiliates shall acquire any goodwill, rights or benefits arising from use of the Truist Marks and that all such goodwill, rights and benefits shall inure solely to Truist and its Affiliates, as applicable.
(b) Effective as of the Closing Date, subject to the terms and conditions of this Agreement, Truist, on behalf of itself and its Affiliates, hereby grants to the Company a limited, non-exclusive, royalty-free, paid-up, non-sublicensable (other than to Affiliates and other third parties on behalf of the Company’s and its Affiliates’ businesses), non-assignable license, on an as is, warranty-free basis (except as otherwise provided in this Agreement or in any other Transaction Agreement), solely until the date that is 180 days following the Closing Date (“Transition Period”), to use the Truist Marks in the operation of the businesses of the Company and its Affiliates, in a manner substantially consistent with how they were conducted as of the Closing Date, in each case, solely to the extent and as such Truist Marks were used by the Company and its Affiliates therein for the 12 months prior to the Closing Date (it being understood that (i) the Company and its Affiliates shall not apply the Truist Marks to, or otherwise use the Truist Marks on or in connection with, any new products or services that were not in existence as of the Closing Date without the written consent of Truist, (ii) any use by the Company and its Affiliates of the Truist Marks during the Transition Period shall be subject to compliance in all respects with all style and other usage guidelines in effect as of the date of the Agreement and provided in writing by Truist to the Company and its Affiliates from time to time, and (iii) upon reasonable request during the Transition Period and at no charge to Truist, the Company and its Affiliates shall make available to Truist a reasonable number of representative samples of any and all products or services sold by the Company and its Affiliates under the Truist Marks to facilitate proper quality control).
(c) Except as otherwise expressly permitted pursuant to this Section 5.14 or in the Transition Services Agreement, promptly after the Closing Date (...
IP Matters. Except as otherwise expressly set forth in this Agreement, each Party, at its sole cost, shall have the sole right, but not the obligation, to (i) handle preparation, filing, prosecution, maintenance and defense, including responses to patent office communications, any office actions, oppositions, interferences and challenges (whether before a patent authority or judicial body) of its Patent Rights and other intellectual property rights, (ii) subject to Section 9.4.3 (Enforcement) enforce its Patent Rights and other intellectual property rights against any actual, alleged or threatened infringement or misappropriation by Third Parties, and (iii) settle any such matters in its sole discretion, subject to its obligations, and the licenses and rights granted, under this Agreement.
IP Matters. In connection with any proposed Separate Development Program, the Parties agree to cooperate and share information regarding the existence of potential Third Party intellectual property rights relating to such activities. Each Party agrees to disclose any information, of which it is aware, where the development activities proposed to be conducted under the Separate Development Plan may be covered by any Third Party intellectual property rights; provided that neither Party shall be required to investigate whether there are any intellectual property rights of Third Parties that may impact Onyx’s ability to conduct a Separate Development Program.
IP Matters. Purchaser, on behalf of the Transferred Companies, acknowledges and agrees that neither Purchaser, the Transferred Companies nor any of their Affiliates (i) as of the Closing has, nor following the Closing shall have, any right, title or interest in or to any trademarks owned by the Sellers or any of their Affiliates, including the name “TD”, “The Toronto-Dominion Bank”, “TD Securities”, “XX Xxxxx” or “Xxxxx” or any derivative, variation, translation, stylization or adaptation thereof, or any Trademark confusingly similar thereto (collectively, the “Seller Marks”) and (ii) shall use or display the Seller Marks after the Closing.
