Outbound IP Agreements Sample Clauses

Outbound IP Agreements. Section 2.12(g) of the Disclosure Schedule identifies each license, covenant or other agreement pursuant to which the Company or a Subsidiary has assigned, transferred, licensed, distributed or otherwise granted any right or access to any Person, or covenanted not to assert any right, with respect to any past, existing or future Company Intellectual Property. None of the Company or any Subsidiary has agreed to indemnify any Person against any infringement, violation or misappropriation of any Intellectual Property rights with respect to any Customer Offerings or any third party Intellectual Property rights. Except as set forth in Section 2.12(g) of the Disclosure Schedule, none of the Company or any Subsidiary is a member of or party to any patent pool, industry standards body, trade association or other organization pursuant to the rules of which it is obligated to license any existing or future Intellectual Property to any Person.
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Outbound IP Agreements. Section 2.12(h) of the Disclosure Schedule identifies each license, covenant or other agreement pursuant to which the Company has assigned, transferred, licensed, distributed or otherwise granted any right or access to any Person, or covenanted not to assert any right, with respect to any past, existing or future Company Intellectual Property. The Company has not agreed to indemnify any Person against any infringement, violation or misappropriation of any Intellectual Property rights with respect to the Product or any third party Intellectual Property rights. The Company is not a member of or party to any patent pool, industry standards body, trade association or other organization pursuant to the rules of which it is obligated to license any existing or future Intellectual Property to any Person.
Outbound IP Agreements. Section 2.7(c) of the Disclosure Schedule lists, as of the date of this Agreement, each license or other agreement pursuant to which the Seller has assigned, transferred, licensed, distributed or otherwise granted any right or access to any Person, or covenanted not to assert any right, with respect to any of the Seller Intellectual Property.
Outbound IP Agreements. Section 2.6(c) of the Disclosure Schedule identifies each license, covenant or other agreement pursuant to which the Seller has assigned, transferred, licensed, distributed or otherwise granted any material right or access to any Person, or covenanted not to assert any material right, with respect to any past, existing or future Seller Intellectual Property, other than in the ordinary course of business consistent with past custom and practice (including with respect to frequency and amount) (the "Ordinary Course of Business") of the Seller. The Seller has not agreed to indemnify any Person against any infringement, violation or misappropriation of any Intellectual Property rights with respect to any Customer Offerings or any Person's Intellectual Property rights, other than in the Ordinary Course of Business.
Outbound IP Agreements. Seller has not assigned, transferred, licensed, distributed or otherwise granted any right or access to any person (except for access to customers necessary to Exploit the Customer Offerings), or covenanted not to assert any right, with respect to any past, existing or future Seller Intellectual Property. The Seller has not agreed to indemnify any person against any infringement, violation or misappropriation of any Intellectual Property rights with respect to any Customer Offerings or any third party Intellectual Property rights. The Seller is not a member of or party to any patent pool, industry standards body, trade association or other organization pursuant to the rules of which it is obligated to license any existing or future Intellectual Property to any person.
Outbound IP Agreements. Section 3.9(g) of the Disclosure Schedule identifies each currently effective assignment, license, covenant or other Contract pursuant to which Seller has assigned, transferred, licensed, distributed or otherwise granted any right or continuing access to any Person, or covenanted not to assert any right, with respect to any past, existing or future Intellectual Property Asset. Seller has not agreed to indemnify any Person against any infringement, violation or misappropriation of any Patent or other Intellectual Property rights with respect to any Purchased Asset or any Third Party Patents or Intellectual Property rights. Seller is not a member of or party to any patent pool, industry standards body, trade association or other organization pursuant to the rules of which it is obligated to license any existing or future Patents or other Intellectual Property to any Person.
Outbound IP Agreements. Section 2.10(g) of the Disclosure Schedule identifies each license, covenant or other agreement (including any options to license) pursuant to which the Company has assigned, transferred, licensed, distributed or otherwise granted any right or access to any Person, or covenanted not to assert any right, with respect to any past, existing or future Company Intellectual Property. Except as disclosed in Section 2.10(g) of the Disclosure Schedule, the Company has no knowledge of the existence, status or enforceability of any license, covenant or other agreement that may have been entered into by Neurologix (including any options to license) pursuant to which Neurologix may have assigned, transferred, licensed, distributed or otherwise granted any right or access to any Person, or covenanted not to assert any right, with respect to any past, existing or future Neurologix Assets. The Company Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. has not agreed to indemnify any Person against any infringement, violation or misappropriation of any Intellectual Property rights, except as set forth in the Contracts listed in Section 2.11(a) of the Disclosure Schedule. The Company has no knowledge of the status or enforceability of any indemnification agreement that may have been entered into by Neurologix. The Company is not a member of or party to any patent pool, industry standards body, trade association or other organization pursuant to the rules of which it is obligated to license any existing or future Intellectual Property to any Person.
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Outbound IP Agreements. Section 2.13(g) of the Disclosure Schedule identifies each license, covenant or other agreement in effect as of the date of this Agreement pursuant to which the Company has assigned, transferred, licensed, distributed or otherwise granted any right or access to any person, or covenanted not to assert any right, with respect to any past, existing or future Company Owned Intellectual Property. Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company has not used in the Customer Offerings any Open Source Materials that require, as a condition of use or distribution of such Open Source Materials, any portion of the Company Source Code to be (x) disclosed or distributed in source code form, (y) licensed for the purpose of making derivative works, or (z) redistributable at no charge or minimal charge).
Outbound IP Agreements. Except for the Customer Contracts, Section 2.11(g) of the Disclosure Schedule identifies each license, covenant or other agreement, if any, pursuant to which the Seller has assigned, transferred, licensed, distributed or otherwise granted any right or access to any person, or covenanted not to assert any right, with respect to any past, existing or future Seller Intellectual Property. Except in its agreements with its customers, the Seller has not agreed to indemnify any person against any infringement, violation or misappropriation of any Intellectual Property rights with respect to any Customer Offerings or any third party Intellectual Property rights relating to the Business. Except as set forth in Section 2.11(g) of the Disclosure Schedule, the Seller is not a member of or party to any patent pool, industry standards body, trade association or other organization pursuant to the rules of which it is obligated to license any existing or future Intellectual Property relating to the Business to any person.
Outbound IP Agreements. Section 2.13(g) of the Disclosure Schedule identifies each license, covenant or other agreement pursuant to which the Company or a Subsidiary has assigned, transferred, licensed, distributed or otherwise granted any right or access to any person, or covenanted not to assert any right, with respect to any past, existing Company Intellectual Property. Other than the Company’s standard indemnities to its customers with respect to Company Owned Intellectual Property set forth in Section 2.13(g) of the Disclosure Schedule, neither the Company nor any Subsidiary has agreed to indemnify any person against any infringement, violation or misappropriation of any Intellectual Property rights with respect to any Customer Offerings or any third party Intellectual Property rights. Neither the Company nor any Subsidiary is a member of or party to any patent pool, industry standards body, trade association or other organization pursuant to the rules of which it is obligated to license any existing or future Intellectual Property to any person.
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