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) To the extent there exists any Intellectual Property owned by the Seller or its Affiliates after the Closing (other than the Retained Names and Marks) that was used but not primarily used in the operation of the Business as of the Closing, the Seller, on behalf of itself and its Affiliates, hereby grants to the Purchaser and its Affiliates a perpetual, irrevocable, non- exclusive, worldwide, assignable, sublicensable, royalty-free and fully-paid-up license to use such Intellectual Property in connection with the operation of the Business (and natural evolutions thereof).
IP Matters. 17.1 On or before the Separation Effective Time, the Seller and the Company shall (and shall procure that the RemainCo Group and the DivestCo Group respectively shall), execute and deliver the IP Cross-Licences substantially in the agreed terms in relation to the Shared IPR.
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.
IP Matters. The Company shall have engineered a work-around or obtained a replacement component for the software listed on Schedule 10.2(w), in each case as satisfactory to Parent.
IP Matters. Within sixty (60) days after the Closing Date (or such extended period of time as agreed to by the Administrative Agent), the Borrower and the Subsidiary Guarantors shall have used commercially reasonable efforts to correct with the United States Patent and Trademark Office any chain of title issues with respect to its Intellectual Property and to file with the United States Patent and Trademark Offices any security interest terminations, in each case as may be reasonably requested by the Administrative Agent.
IP Matters. Seller shall use commercially reasonable efforts, in each case, on or prior to the Closing Date, to (a) record change of name filings with the applicable Governmental Body for each of the trademark and design registrations listed on Schedule 6.21-A so that such registrations reflect ownership under the Company’s current name, (b) record with the United States Patent and Trademark Office a release of the security interest held by Equity Bank on each of the trademark registrations listed on Schedule 6.21-B, and (c) change the registrant information with the applicable domain name registrar for each of the domain names listed on Schedule 6.21-C to reflect registration in the Company’s current name.
IP Matters. Within ninety (90) days after the Closing Date (or such extended period of time as agreed to by the Administrative Agent), the Borrower shall provide evidence to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, that all breaks in the chain of title of the Intellectual Property of the Credit Parties have been corrected in the appropriate records of the United States Patent and Trademark Office and the United States Copyright Office.
