Ownership of Intellectual Property Assets. Except as set forth in Schedule 4.19(b) of the Disclosure Schedule, the Company is the exclusive owner of, and has good, valid and marketable title to, all of the Intellectual Property Assets free and clear of all Liens, except as to those Intellectual Property Assets for which the Company holds a valid and enforceable license to use Intellectual Property Assets as currently used. Such Intellectual Property Assets represent all intellectual property or proprietary rights currently used in the conduct of the Company’s business. No claim is pending or, to the Company’s Knowledge, threatened in writing against the Company and/or its directors, officers, employees, and consultants, in their capacity as such, to the effect that (i) the right, title and interest of the Company in and to the Intellectual Property Assets is invalid or unenforceable by the Company or that any of the Intellectual Property Assets infringes, misappropriates, dilutes or otherwise violates the rights of a third party, or (ii) challenging the Company’s ownership or use of, or the validity, enforceability or registrability of, any Intellectual Property Assets. To the Knowledge of the Company, there exists no prior act or current conduct or use by Company that would give cause to any licensor of Intellectual Property Assets licensed to the Company to terminate or otherwise impair the rights of the Company pursuant to any such license agreement. Except as set forth in Schedule 4.19(b) of the Disclosure Schedule, the Company has not brought or threatened a claim against any person (A) alleging infringement, misappropriation, dilution or any other violation of the Intellectual Property Assets, or (B) challenging any person’s ownership or use of, or the validity, enforceability or registrability of, any Intellectual Property Assets and, to the Knowledge of the Company, there is no reasonable basis for a claim regarding any of the foregoing. To the Company’s Knowledge, no current or former stockholder, director, officer, employee or contractor of Company (or any of their respective predecessors in interest) has or will have, after giving effect to the transactions contemplated by this Agreement, any right, title or interest in or to any of the Intellectual Property Assets. All Intellectual Property Assets were developed by either (x) employees of the Company within the scope of their employment, or (y) independent contractors who have assigned all of their rights in such Intellectual Property A...
Ownership of Intellectual Property Assets. Section 2.01. The parties agree that, as a result of the Closing under the Xxxxxxxx Xxxxxxxxx, X-0 and its Subsidiaries will acquire and own all right, title and interest, including the right to xxx and collect past and future damages, in any Intellectual Property which relates primarily to the Business (the "L-3 Intellectual Property").
Ownership of Intellectual Property Assets. The Acquired Company is the exclusive owner of, and has good, valid and marketable title to, all of the Intellectual Property Assets, as defined below, free and clear of all mortgages, pledges, charges, liens, equities, security interests, or other encumbrances or agreements, and has the right to use without payment to a third party all of the Intellectual Property Assets. Except as described in Section 2.15(c) of the Disclosure Schedule, no claim is pending or threatened against the Acquired Company and/or its officers, employees, and consultants to the effect that the Acquired Company's right, title and interest in and to the Intellectual Property Assets is invalid or unenforceable by the Acquired Company. No employee of the Acquired Company has entered into any agreement that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than the Acquired Company. "Intellectual Property Assets" means: (i) the Products (as such term is defined in Section 2.15(d) below); (ii) all patents, patent applications, patent rights, and inventions and discoveries and invention disclosures (whether or not patented) described in Section 2.15(b) of the Disclosure Schedule (collectively, "Patents"); (iii) the name Expressclose," "Exprxxxxxxxx.xxx," xll trade names, trade dress, logos, packaging design, slogans, Internet domain names, registered and unregistered trademarks and service marks and applications described in Section 2.15(c) of the Disclosure Schedule (collectively, "Marks"); (iii) all copyrights in both published and unpublished works, including, without limitation, all compilations, databases and computer programs, and all copyright registrations and applications, and all derivatives, translations, adaptations and combinations of the above described in Section 2.15(d) of the Disclosure Schedule (collectively, "Copyrights"); (iv) all know-how, trade secrets, confidential or proprietary information, research in progress, algorithms, data, designs, processes, formulae, drawings, schematics, blueprints, flow charts, models, prototypes, techniques, Beta testing procedures and Beta testing results developed by the Acquired Company (collectively, "Trade Secrets"); (v) all goodwill, franchises, licenses, permits, consents, approvals, technical information, lists of telephone numbers and claims of infringement against third partie...
Ownership of Intellectual Property Assets. The Company has the right to use, or is the owner of all right, title, and interest in and to, each of the Intellectual Property Assets, free and clear of all Liens, and has the right to use without payment to a third party all of the Intellectual Property Assets.
Ownership of Intellectual Property Assets. Corvas owns or has valid rights or licenses to use all of the Corvas Intellectual Property Assets. All Corvas Intellectual Property Assets are free and clear of all mortgages, pledges, charges, liens, equities, security interests or other encumbrances, and Corvas has the right to use without payment to a third party all of such Corvas Intellectual Property Assets. No claim is pending against Corvas or, to Corvas' knowledge, threatened against Corvas or its officers, employees or consultants to the effect that Corvas' right, title and interest in and to any of the Corvas Intellectual Property Assets is invalid or unenforceable by Corvas. Corvas is not aware of any material information that would adversely affect the validity or enforceability of any of the Patents, Marks, Trade Secrets or Copyrights which constitute Corvas Intellectual Property Assets. All former and current employees, consultants and contractors of Corvas who were involved in, or who contributed to, the creation or development of any of the Corvas Intellectual Property Assets have executed written instruments with Corvas that assign to Corvas all of such Person's rights to any inventions, improvements, discoveries, writings or information constituting Corvas Intellectual Property Assets. To the knowledge of Corvas, no employee of Corvas has entered into any agreement that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign or disclose information concerning his work to anyone other than Corvas. A complete list of Corvas Products is provided in Section 3.09(a) of the Corvas Disclosure Schedule.
Ownership of Intellectual Property Assets. Dendreon owns or has valid rights or licenses to use all of the Dendreon Intellectual Property Assets. All Dendreon Intellectual Property Assets are free and clear of all mortgages, pledges, charges, liens, equities, security interests or other encumbrances, and Dendreon has the right to use without payment to a third party all of such Dendreon Intellectual Property Assets. No claim is pending against Dendreon or, to Dendreon's knowledge, threatened against Dendreon or its officers, employees or consultants to the effect that Dendreon's right, title and interest in and to any of the Dendreon Intellectual Property Assets is invalid or unenforceable by Dendreon. Dendreon is not aware of any material information that would adversely affect the validity or enforceability of any of the Patents, Marks, Trade Secrets or Copyrights which constitute Dendreon Intellectual Property Assets. All former and current employees, consultants and contractors of Dendreon who were involved in, or who contributed to, the creation or development of any of the Dendreon Intellectual Property Assets have executed written instruments with Dendreon that assign to Dendreon all of such Person's rights to any inventions, improvements, discoveries, writings or information relating to the business of Dendreon constituting Dendreon Intellectual Property Assets. To the knowledge of Dendreon, no employee of Dendreon has entered into any agreement that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign or disclose information concerning his work to anyone other than Dendreon. A complete list of Dendreon Products is provided in Schedule 4.09(a) of the Dendreon Disclosure Schedule.
Ownership of Intellectual Property Assets. Except as set forth in Section 4.13(a) of the Company Disclosure Schedule, the Company owns or has valid rights or licenses to use all of the Company Intellectual Property Assets. Except as set forth in Section 4.13(a) of the Company Disclosure Schedule, all Company Intellectual Property Assets are free and clear of all mortgages, pledges, charges, liens, equities, security interests or other encumbrances, and the Company has the right to use without payment to a third party all of such Company Intellectual Property Assets. No claim is pending or, to the Company's best knowledge, threatened against the Company and/or its officers, employees or consultants to the effect that the Company's right, title and interest in and to any of the Company Intellectual Property Assets is invalid or unenforceable by the Company. Except as set forth in Section 4.13(a) of the Company Disclosure Schedule, the Company is not aware of any information which would adversely affect the validity or enforceability of any of the Patents, Marks or Copyrights which constitute Company Intellectual Property Assets. All former and current employees, consultants and contractors of the Company who were involved in, or who contributed to, the creation or development of any of the Company Intellectual Property Assets have executed written instruments with the Company that assign to the Company all of such Person's rights to any inventions, improvements, discoveries, writings or information relating to the business of the Company constituting Company Intellectual Property Assets. Except as set forth in Section 4.13(a) of the Company Disclosure Schedule, no employee of the Company has entered into any agreement that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign or disclose information concerning his work to anyone other than the Company.
Ownership of Intellectual Property Assets. Except as set forth on Schedule 4.19.2:
Ownership of Intellectual Property Assets. Except as set forth in Section 5.14(a) of the Company Disclosure Schedule, the Company is the exclusive owner or licensor of, and has good, valid and marketable title to or license in all of the Intellectual Property Assets (as hereinafter defined) free and clear of all mortgages, pledges, charges, liens, equities, security interests or other encumbrances or agreements limiting the development, use, sale, license, transfer or assignment of such Intellectual Property Assets, and, except as set forth in Section 5.14 of the Company Disclosure Schedule, has the right to use without payment to a third party all of the Intellectual Property Assets used in the business or otherwise necessary for the sale and distribution of the Products (as defined in Section 5.14(p) hereof). No claim is pending or, to the Company's knowledge, threatened against the Company and/or its officers, employees and consultants to the effect that the Company's right, title and interest in and to the Intellectual Property Assets is invalid or unenforceable by the Company, nor is the Company aware of any information which would adversely affect the validity or enforceability of any of the Patents, Marks, or Copyrights constituting the Intellectual Property Assets. All former and current employees, consultants and contractors of the Company have executed written instruments with the Company that assign to the Company all rights to any inventions, improvements, discoveries, writings or information relating to the business of the Company. No employee of the Company has entered into any agreement that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign or disclose information concerning his work to anyone other than the Company.
Ownership of Intellectual Property Assets. Except as set forth on Schedule 2.12(a), the Company is the exclusive owner of, and has good, valid and marketable title to all of the Intellectual Property Assets (as defined below) free and clear of all mortgages, pledges, charges, liens, equities, security interests, or other encumbrances or agreements, and has the right to use without payment to a third party all of the Intellectual Property Assets. There are no claims or demands of any other person pertaining to any of the Intellectual Property Assets and no proceedings have been instituted, are pending or, to the Company's, GTC's or the Stockholder's knowledge, threatened against the Company and/or its officers, employees, and consultants that the Company's right, title and interest in and to the Intellectual Property Assets is reduced, invalid or unenforceable by the Company. Except as set forth on Schedule 2.12, no officer and, to the Company's, GTC's or the Stockholder's knowledge, no employee of the Company, has entered into any agreement with anyone other than the Company that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign or disclose information concerning his or her work to anyone other than the Company.
