IP Rights. Axon owns and reserves all right, title, and interest in Axon-manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights to be violated.
IP Rights. Marina owns all the Licensed Technology, has the full legal rights and authority to grant the licenses and rights under the Licensed Technology granted under this Agreement, and has not assigned, transferred, conveyed or licensed its right, title and interest in the Licensed Technology in any manner inconsistent with such license grant or the other terms of this Agreement. There is no pending litigation or, to the best of Marina’s knowledge, written threat of litigation (that has not been resolved by taking a license or otherwise), which alleges that Marina’s activities with respect to the Licensed Patents or Licensed Products have infringed or misappropriated any of the intellectual property rights of any Third Party. To the best of Marina’s knowledge, the practice of the Licensed Technology as contemplated by this Agreement does not infringe any patent rights, or misappropriate any other intellectual property, owned by a Third Party.
IP Rights. (a) Each Acquired Entity owns, or has valid rights to use, free and clear of any Lien thereon (except for any Permitted Lien), and immediately following the consummation of the transactions contemplated hereby, will own or have valid rights to use, free and clear of any Lien thereon (except for any Permitted Lien), all IP Rights used or held for use in, or necessary for, the conduct of its businesses in the manner in which they are currently being conducted.
(b) Section 2.8(b) of the Seller Disclosure Schedule lists all of (i) issued patents and patent applications (published or unpublished), (ii) trademark registrations and applications and material unregistered trademarks, (iii) domain names, (iv) copyright registrations and applications and (v) material software, in each case which is owned or purported to be owned by an Acquired Entity in any jurisdiction in the world. Except as disclosed in Section 2.8(b) of the Seller Disclosure Schedule, an Acquired Entity is the sole and exclusive beneficial and, for applications and registrations (including patents), record owner of all of the IP Rights listed in Section 2.8(b) of the Seller Disclosure Schedule and, to the Seller Parties’ Knowledge, all such IP Rights are valid, enforceable and subsisting.
(c) The Acquired Entities are not subject to any Orders or settlement agreements that limit the Acquired Entities’ ownership of any material IP Rights.
(d) Except as would not and would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect, there is no, and since January 1, 2016 there has not been any, Claim pending (or, to the Seller Parties’ Knowledge, threatened) (i) alleging or asserting that any Acquired Entity is or was infringing any IP Rights owned by any other Person or challenging the scope, validity, enforceability or ownership of, or the right to use, any IP Rights owned by any Acquired Entity or (ii) by any Acquired Entity against any other Person that is or was based on any Claim that another Person is infringing any IP Rights owned by such Acquired Entity. Except as would not and would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect, (1) since January 1, 2016, the conduct of the businesses of each Acquired Entity has not infringed, misappropriated or otherwise violated any IP Rights owned by any other Person and (2) to the Seller Parties’ Knowledge, no Person is infringing, misappropriating or other...
IP Rights. To the best of its knowledge, KemPharm owns or has licenses to all of its patent rights, Know-How and all other Intellectual Property, Confidential Information, Proprietary Information of any nature whatsoever provided by it to MSRx under this Agreement or otherwise relating to the development and/or Commercialization of KP415, and it owns or has licenses to such Intellectual Property free and clear of all liens, Claims and encumbrances and free of all royalty or similar payment obligations to any Third Party, except such liens, Claims, encumbrances and obligations as will not have a material adverse effect on the other Party’s rights under this Agreement.
IP Rights. 10.1 The Customer acknowledges that any and all of the IP Rights subsisting in or used in connection with the Equipment and Services shall be and shall remain in sole property of The Company or such other party as may be identified therein or thereon, and the Customer shall not at any time dispute such ownership.
10.2 In the event that new inventions, designs or processes evolve in performance of or as a result of this Agreement, the Customer acknowledges that the same shall be in property of The Company unless otherwise agreed in writing with a Director of The Company.
IP Rights. Any license granted under Section 4.2(d) to QUOTIENT shall become null and void.
IP Rights. Each of the Loan Parties owns, or is licensed or otherwise has the right to use, all IP Rights necessary for the conduct of its business as currently conducted except to the extent such failure could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No claim has been asserted and is pending by any Person challenging or questioning the use of any IP Rights by any Loan Party or the validity or effectiveness of any IP Rights, and the Borrower does not know of any valid basis for any such claim, in each case except to the extent that any such claim could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Borrower, the use of IP Rights by the Loan Parties does not infringe on the IP Rights of any Person, except for such infringements which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
IP Rights. The Company and its Subsidiaries shall use Commercially Reasonable and Diligent Efforts in each of the Key Countries to: (a) take any and all actions, and prepare, execute, deliver and file any and all agreements, documents and instruments, that are reasonably necessary or desirable to preserve diligently and maintain the IP Rights related to any Products in such countries, including payment of maintenance fees or annuities, at the sole expense of the Company, (b) diligently defend (and enforce) the IP Rights related to any Products in such countries against infringement or interference by any other Person, and against any claims of invalidity or unenforceability (including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a Third Party for declaratory judgment of non-infringement or non-interference), (c) diligently defend against any claim or action in such countries by any other Person that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes on any patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights, and (d) when available in respect of any Product and where applicable, apply for regulatory or data exclusivity where available in countries in which sales of such Product occurs. The Company shall not exercise and enforce its applicable rights in any manner that would result in a breach of this Agreement.
IP Rights all worldwide intellectual property rights, industrial property rights, proprietary rights and common-law rights, whether registered or unregistered, copyrights, domain names, patents, trademarks, proprietary databases, proprietary software, websites and trade secrets, including without limitation, all rights to and under all new and useful algorithms, concepts, data (including all clinical data relating to a product), databases, designs, discoveries, inventions, know-how, methods, processes, protocols, chemistries, compositions, show-how, software (other than commercially available, off-the-shelf or open source), specifications for products, techniques, technology, trade dress and all improvements thereof and thereto, which is owned by any Loan Party or any Subsidiary thereof or which any Loan Party or any Subsidiary thereof is licensed, authorized or otherwise granted rights under or to.
IP Rights. (i) Each Material IP Right of such Grantor is valid, subsisting, unexpired, enforceable and has not been abandoned as of the date hereof.
(ii) No holding, decision or judgment has been rendered by any Governmental Authority that limits in any material respect or cancels any Material IP Right.
(iii) To the knowledge of each Grantor, no action or proceeding is pending seeking to limit, in any material respect, cancel or question the validity of any Material IP Right of such Grantor, or in which a reasonably likely adverse determination could reasonably be expected to have a Material Adverse Effect.
(iv) No Grantor has made any assignment or agreement in conflict with the security interest in the IP Rights of any Grantor hereunder other than Permitted Liens or as otherwise permitted hereunder or under the Credit Agreement.
