Other Intellectual Property Matters. (a) Effective as of the Closing Date and excluding any Trademarks and Domain Names:
(i) Harbor does hereby, and shall cause its Subsidiaries to, grant to Spinco a perpetual, irrevocable, worldwide, non-terminable, non-sublicenseable (except as set forth within Section 7.7(a)(iv)), non-transferable (except as set forth within Section 7.7(a)(v)), non-exclusive, royalty free license under (A) all the Intellectual Property (other than Copyrights) owned by Harbor or its Subsidiaries (excluding Spinco and its Subsidiaries) as of the Closing and used in and necessary to the operation of the Spinco Business as of the Closing, to make, have made, use, offer for sale, sell and import products and services currently sold or provided by the Spinco Business as of the Closing Date (and any natural extensions of such products and services) and (B) all Copyrights owned by Harbor or its Subsidiaries as of the Closing and used in and necessary to the operation of the Spinco Business as of the Closing, to reproduce, make derivative works, distribute, perform, display and otherwise use and exploit the tangible embodiments of such Copyrights in connection with the activities covered in the foregoing Section 7.7(a)(i)(A).
(ii) Section 7.7(a)(i) shall not obligate Harbor or its Subsidiaries to deliver any further information or tangible materials to Spinco or its Affiliates beyond that set forth elsewhere in this Agreement.
(iii) All Trade Secrets, licensed pursuant to Section 7.7(a)(i) shall be treated as “Confidential Information” pursuant to the terms of Section 6.15 of the Merger Agreement and shall be subject to Section 8.5.
(iv) Spinco may sublicense the rights contained within Section 7.7(a)(i) without the prior written consent of Harbor solely to its Subsidiaries, distributors of products and services sold or provided by the Spinco Business and to customers and end users of products and services sold or provided by the Spinco Business (but only to the extent necessary for such customers’ and end users’ use of such products and services), in each case only in the ordinary course of business and in a manner consistent with Harbor’s past practice, but in any event subject to confidentiality obligations substantially similar to those of the Confidentiality Agreement.
(v) Spinco and its Subsidiaries shall not assign the rights contained within Section 7.7(a)(i) without the prior written consent of Harbor; provided, however, that Spinco may assign such rights solely in whole w...
Other Intellectual Property Matters. (a) At the Closing (or, with respect to any item that is immaterial to the Business, as soon as reasonably practicable thereafter), Seller shall use reasonable best efforts to deliver or cause to be delivered to Buyer, in each case, to the extent in the possession of Parent or any of its Subsidiaries and not already located within the Real Property, embodiments of all Business Intellectual Property. Without limiting the foregoing, if, following the Closing Date, Buyer or Seller identifies any embodiments of Business Intellectual Property that are in the possession or control of Parent or any of its Subsidiaries, Seller shall, upon Buyer’s written request, use commercially reasonable efforts to promptly deliver, or cause to be delivered, such embodiments to Buyer.
(b) The Parties agree to use reasonable best efforts to execute any further agreements or other documents and take any other commercially reasonable actions that are reasonably determined by Xxxxx and Seller to be required for facilitating the transfer to Buyer of the Business Data and to render the transfer of Business Data contemplated in Section 8.12(a)(x) permissible and lawful under applicable Privacy Requirements.
(c) As soon as reasonably practicable, after the Closing Date, Seller shall use reasonable best efforts to deliver or cause to be delivered to Buyer, in each case, to the extent in the possession of Parent or any of its Subsidiaries and not already located within the Real Property, prosecution files (including, to the extent in such files, dates of first use and associated documents of first use with respect to Trademarks), dockets and registration certificates pertaining to the Business Registered Intellectual Property and any related opinions of counsel and correspondence relating thereto. Without limiting the foregoing, if, following the Closing Date, Buyer or Seller identifies any prosecution files, dockets, registration certificates, related opinions of counsel, or correspondence related thereto, that are in the possession or control of Parent or any of its Subsidiaries, Seller shall, upon Buyer’s written request, use commercially reasonable efforts to promptly deliver, or cause to be delivered, such files, dockets, registration certificates, related opinions of counsel, or correspondence related thereto, to Buyer.
(d) As of and following the Closing Date, except as expressly permitted in Section 9.1(b) or Section 9.2(b) of this Agreement, Seller will not, directly or indirect...
Other Intellectual Property Matters. (i) The Transferred Companies are the exclusive owners of the Owned Intellectual Property set forth in Section 2.11(a) of the Seller Disclosure Letter and, to the Knowledge of Seller, of the Trade Secrets owned by the Transferred Companies, free and clear of any Liens other than Permitted Liens.
(ii) The conduct of the Business does not infringe, dilute, misappropriate or otherwise conflict with the rights of any Person in respect of any Intellectual Property, including with respect to any Patents, Copyrights, Trademarks or Trade Secrets of any third party.
(iii) No claim or demand is pending or, to the Knowledge of Seller, threatened (A) challenging the validity of any Owned Intellectual Property or, to the Knowledge of Seller, Intellectual Property exclusively licensed to the Transferred Companies or any of the Transferred Companies’ title or rights thereto, or (B) alleging that any of the Transferred Companies or the conduct of the Business is infringing, diluting, misappropriating or otherwise in conflict with any Intellectual Property rights of any other Person.
(iv) The Transferred Companies own or have the right to use all of the Data, free and clear of any Liens other than Permitted Liens.
(v) Provided that all Third Party Consents are obtained, neither the execution, delivery or performance of this Agreement or any of the Ancillary Agreements nor the consummation of any of the transactions contemplated by this Agreement or any of the Ancillary Agreements will, with or without the giving of notice or lapse of time, or both, result in, or give any other Person the right or option to cause or declare, (A) a loss of, or encumbrance on, any Owned Intellectual Property used in the conduct of the Business as currently conducted, (B) a material breach of any material IP License to which any Transferred Company is a party, (C) the release, disclosure or delivery of any Owned Intellectual Property to any escrow agent or other Person or (D) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Owned Intellectual Property.
Other Intellectual Property Matters. (a) Notwithstanding anything to the contrary contained in this Agreement, but subject to the terms of, and except as expressly set forth in, the Ancillary IP Agreements, as - 62 - between Seller and Buyer, Seller has the sole and exclusive right to prosecute, defend, settle or otherwise control any proceeding, claim or action relating to the Seller Licensed IP, except to the extent such claim is exclusively one between the parties to this Agreement and their Affiliates.
(b) No later than thirty (30) days prior to Closing, Seller will deliver to Buyer (i) a list of all applicable maintenance, renewal and similar filings that are required to be made with the U.S. Patent and Trademark Office, the U.S. Copyright Office and other relevant Governmental Authorities around the world within ninety (90) days after Closing to maintain any of the Registered Purchased Owned IP, and (ii) a list of all corporate names and trade names that are Registered, which are included in the Registered Company Owned IP.
(c) Effective as of the Closing, Buyer hereby grants, and shall cause the Companies and their Subsidiaries to grant, to Seller and its Affiliates a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, fully paid-up, royalty-free right and license, in, to and under all Shared IP, to use the Shared IP in the operation of the Seller Businesses following the Closing in substantially the same manner that the Shared IP was used in the operation of the Seller Businesses prior to the Closing. The foregoing license includes the right for Seller and its Affiliates to make, and have made on their behalf, modifications, enhancements, derivative works and improvements (“Improvements”) to the Shared IP. As between Seller and Buyer, Seller will own all right, title and interest in and to Improvements made by or on behalf of Seller or its Affiliates, without any duty of disclosure or accounting to Buyer, the Companies or their Subsidiaries. For purposes of this Section 5.10(c), (i) “Shared IP” means Purchased Owned IP (other than Trademarks) that, as of the Closing Date, was used in the Seller Businesses, and (ii) “Seller Businesses” means the businesses of Seller and its Affiliates (other than the Transferred Business), including the businesses associated with the Retained Assets.
Other Intellectual Property Matters. 15.1 NANOGEN shall indemnify, defend and hold harmless HITACHI, and any of HITACHI's affiliates, employees, representatives, agents and/or customers (each an "Indemnified Party"), from and against any and all claims, demands, suits, actions, liabilities, damages, costs and expenses, including, without limitation, attorneys' fees and any and all amounts paid in settlement of any such claim, demand, suit or action, which are asserted against, imposed upon, or incurred or suffered directly or indirectly by any Indemnified Party as a result of, arising from or relating to any infringement of any third party's intellectual right, which intellectual property right arises under any law other than that of Japan, by any HITACHI Products, or the use or distribution thereof, which HITACHI Products have been sold by HITACHI to NANOGEN hereunder at any time prior to Commercial Production Determination, including any claim, demand, suit or action brought by a third party asserting matters which, if true, would result in such an infringement, provided that such obligations shall not apply to the extent that such infringement arises from a portion of the HITACHI Product which has been solely designed by HITACHI.
15.2 Following the Commercial Production Determination, each Party shall indemnify, defend and hold harmless the other Party, and any of the other Party's affiliates, employees, representatives, agents and/or customers (each an "Indemnified Party"), from and against any and all claims, demands, suits, actions, liabilities, damages, costs and expenses, including, without limitation, attorneys' fees and any and all amounts paid in settlement of any such claim, demand, suit or action, which are asserted against, imposed upon, or incurred or suffered directly or indirectly by any Indemnified Party as a result of, arising from or relating to any infringement of any third party's intellectual property rights by any the HITACHI Products or the NANOGEN Products sold hereunder following the Commercial Production Determination, including any claim, demand, suit or action brought by a third party asserting matters which, if true, would result in such an infringement, to the extent that such infringement arises from a portion of the subject product which has been designed by, or for which the design has otherwise been provided by, the Party providing the indemnification hereunder.
15.3 NANOGEN shall cooperate with and assist HITACHI in the protection of any patent, copyright,...
Other Intellectual Property Matters. For purposes of this Section, "Intellectual Property Right" means any patent, trademark, copyright, trade secret, or other proprietary right of a third party. Supplier warrants and represents that the Work, materials and articles, in the form delivered to Purchaser, including any labels or trademarks affixed thereto by or on behalf of Supplier, are free from any claim of a third party for infringement or misappropriation of an Intellectual Property Right. Supplier will defend at Supplier's expense and indemnify and hold Purchaser and Affiliates harmless against any and all expenses, liability or loss from any claim or lawsuit for alleged infringement or misappropriation of any Intellectual Property Right resulting from the manufacture, sale, use, possession or other disposition of any Work, materials, or articles furnished by Supplier under the Order. Supplier’s responsibility to indemnify Purchaser and Affiliates will include, without limitation, payment of penalties, awards, and judgments; court and arbitration costs; attorney’s fees and other reasonable out of pocket costs incurred in connection with such claims or lawsuits. Purchaser or an Affiliate, as applicable, may, at its option, be represented by counsel of its own selection, at its own expense. Supplier may not consent to an injunction against any of 18. DREPTUL
Other Intellectual Property Matters. For purposes of this Section, "Intellectual Property Right" means any patent, trademark, copyright, trade secret, or other proprietary right of a third party. Supplier warrants and represents that the Work, materials and articles, in the form delivered to Purchaser, including any labels or trademarks affixed thereto by or on behalf of Supplier, are free from any claim of a third party for infringement or misappropriation of an Intellectual Property Right. Supplier will defend at Supplier's expense and indemnify and hold Purchaser and Affiliates harmless against any and all expenses, liability or loss from any claim or lawsuit for alleged infringement or misappropriation of any Intellectual Property Right resulting from the manufacture, sale, use, possession or other disposition of any Work, materials, or articles furnished by Supplier under the Order. Supplier’s responsibility to indemnify Purchaser and Affiliates will include, without limitation, payment of penalties, awards, and judgments; court and arbitration costs; attorney’s fees and other reasonable out of pocket costs incurred in connection with such claims or lawsuits. Purchaser or an Affiliate, as applicable, may, at its option, be represented by counsel of its own selection, at its own expense. Supplier may not consent to an injunction against any of Purchaser's or an Affiliate’s operations, the payment of money damages, the granting of a license or the parting of anything of value by Purchaser or an Affiliate with respect to resolution or settlement of any claim or lawsuit. un termen ulterior de 1 (un) an. De asemenea, prin prezentul, Furnizorul cedează fiecare astfel de Invenție Cumpărătorului sau persoanei desemnate de acesta. De asemenea, Furnizorul va impune angajaților săi să accepte și să semneze acele documente solicitate de Cumpărător sau de persoana desemnată de acesta în legătură cu orice cesiune și în legătură cu obținerea certificatelor de brevet, emise în SUA sau în alte state, cu privire la orice Invenții.
Other Intellectual Property Matters. For purposes of this Section, "Intellectual Property Right" means any patent, trademark, copyright, trade secret, or other proprietary right of a third party. Supplier warrants and represents that the Work, materials and articles, in the form delivered to Purchaser, including any labels or trademarks affixed thereto by or on behalf of Supplier, are free from any claim of a third party for infringement or misappropriation of an Intellectual Property Right. Supplier will defend at Supplier's expense and indemnify and hold Purchaser and Affiliates harmless against any and all expenses, liability or loss from any claim or lawsuit for alleged infringement or misappropriation of any Intellectual Property Right resulting sunt dezvoltate de Furnizor în legătură cu xxxxx Xxxxxxx („Documentele”) vor constitui proprietatea exclusivă a Cumpărătorului. Furnizorul va pune la dispoziția Cumpărătorului originalele și toate copiile Documentelor la finalizarea Lucrării sau anterior acestui moment la cererea scrisă a Cumpărătorului. Furnizorul poate păstra o copie a Documentelor pentru arhivare, cu acordul prealabil scris al Cumpărătorului. Prin prezentul, Furnizorul cedează, convine să cedeze în viitor, dacă se impune în opinia exclusivă a Cumpărătorului, și va impune angajaților și subcontractanților săi să cedeze Cumpărătorului drepturile de autor asupra tuturor Documentelor. DREPTUL
Other Intellectual Property Matters. 5.1 Intellectual Properties Retained. [***].
Other Intellectual Property Matters. The Company, at its sole cost, shall be responsible for taking all steps necessary to terminate all contracts relating to the Business pursuant to which any of the Business Subsidiaries licenses the GE Name and the XX Xxxxx to customers or other third parties; provided that the Acquiror shall cooperate reasonably with the Company in connection therewith.
