Patents and Agreements. With respect to each item of Intellectual Property incorporated into any product or service of the Acquired Corporations or otherwise used in the business of the Acquired Corporations (except “off the shelf” or other software widely available through regular commercial distribution channels at a cost not exceeding $5,000 on standard terms and conditions) (“Target Intellectual Property”), Section 3.10(c) of the Target Disclosure Schedule lists: (i) all Issued Patents and Patent Applications, all registered Trademarks, and pending trademark registrations and all registered Copyrights, including (A) the jurisdictions in which each such Intellectual Property has been issued or registered or in which any such application for such issuance and registration has been filed; (B) name of the current owner, (C) the application number, (D) for Issued Patents and Patent Applications, the title of the Patent, (E) the filing dates, and (F) the name of the attorney handling the application or registration with contact information; (ii) all actions (including the payment of late fees or penalties) that must be taken by an Acquired Corporation or any other Person on behalf of an Acquired Corporation before the Closing Date or within ninety (90) days thereafter, including the payment of any registration, maintenance or renewal fees or the filing of any responses to any Governmental Entity of office actions, documents, applications or certificates for the purposes of obtaining, maintaining, perfecting or preserving or renewing any of the Issued Patents and Patent Applications, registered or pending registrations for Trademarks and registered Copyrights that comprise Target Intellectual Property; and (iii) the following agreements relating to each of the products or services of the Acquired Corporations (collectively, the “Target Products”) or other Target Intellectual Property: all (A) agreements granting any right to distribute or sublicense a Target Product ; (B) any exclusive licenses of Intellectual Property to or from Target; (C) agreements pursuant to which the amounts actually paid or payable under firm commitments to Target are $25,000 or more; (D) joint development agreements; (E) any agreement by which Target grants any ownership right to any Target Intellectual Property owned by Target; (F) any order relating to Target Intellectual Property; (G) any option, right of first refusal, right of first notice or similar right relating to any Target Intellectual Property; and (H) agreements pursuant to which any party is granted any rights to access source code or to use source code to create derivative works of Target Products (including but not limited to any escrow agents) (“Escrow Arrangements”). There is no basis on which any of the source code of the Target Products has been or would or could be released to a third party.
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Samples: Share Purchase Agreement (Velti PLC)
Patents and Agreements. With respect to each item of Intellectual Property incorporated into any product or service of the Acquired Corporations or otherwise used in the business of the Acquired Corporations (except “off the shelf” or other software widely available through regular commercial distribution channels at a cost not exceeding $5,000 on standard terms and conditions) (“Target Intellectual Property”), Section 3.10(cSchedule 2.15(c) of the Target Disclosure Schedule lists:
(i) (A) all Issued Patents and Patent ApplicationsPatents, all Trademarks, all registered Trademarks, Copyrights and pending trademark registrations and all registered Copyrightsdomain names that are owned or purported to be owned by Target or any Subsidiary (the “Registered Intellectual Property”), including (A) the jurisdictions in which each such Intellectual Property has been issued or registered or in which any such application for such issuance and registration has been filed; filed and (B) name a list of all actions, filings or payments that must be taken or that are due to any Governmental Authority during the current owner, ninety (C90) day period following the application number, (D) for Issued Patents and Patent Applications, the title of the Patent, (E) the filing dates, and (F) the name of the attorney handling the application or registration with contact information;Closing; and
(ii) (A) all actions (including the payment of late fees or penalties) that must be taken by an Acquired Corporation or any other Person on behalf of an Acquired Corporation before the Closing Date or within ninety (90) days thereafter, including the payment of any registration, maintenance or renewal fees or the filing of any responses to any Governmental Entity of office actions, documents, applications or certificates for the purposes of obtaining, maintaining, perfecting or preserving or renewing any of the Issued Patents and Patent Applications, registered or pending registrations for Trademarks and registered Copyrights that comprise Target Intellectual Property; and
(iii) the following agreements relating to each of the products or services of the Acquired Corporations Target (collectively, the “Target Products”) or other Intellectual Property owned or purported to be owned by Target or any Subsidiary, whether or not such Intellectual Property constitutes Registered Intellectual Property (the “Owned Intellectual Property: all ”) (A) agreements granting other than those pursuant to which Target or any Subsidiary grants a right to distribute use for internal purposes subject to standard terms and conditions or sublicense terms of use in a Target Product form that has been provided to Parent; (B) agreements granting Target or any exclusive licenses of Subsidiary a right to use, distribute or sublicense any Intellectual Property to owned by a Person on an exclusive or from Targetnon-exclusive basis (the “Third Party Intellectual Property” and together with the Owned Intellectual Property and other than any COTS Software, the “Target Intellectual Property”); (C) agreements pursuant to which the amounts actually paid or payable under firm commitments to Target are Fifty Thousand Dollars ($25,000 50,000) or more; (D) joint development agreements; (E) any agreement by which Target or any Subsidiary grants any ownership right to any Target Owned Intellectual Property owned by TargetTarget or any Subsidiary; (F) any order relating to Owned Intellectual Property and any order known to Target or any Subsidiary to relate to Third Party Intellectual Property; (G) any option, right of first refusal, right of first notice or similar right option relating to any Target Owned Intellectual Property; and (H) agreements pursuant to which any party is granted any rights to access source code or to use source code to create derivative works of Target Products or Owned Intellectual Property (including but not limited to any escrow agents) (“Escrow Arrangements”). There is no basis on which any of the source code of the Target Products has been or would or escrows pursuant to which a party could be released have a right to a third partyaccess source code.
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Patents and Agreements. With respect to each item of Intellectual Property incorporated into any product or service of the Acquired Corporations or otherwise used in the business of the Acquired Corporations (except “off the shelf” or other software widely available through regular commercial distribution channels at a cost not exceeding $5,000 on standard terms and conditions) (“Target Intellectual Property”), Section 3.10(cSchedule 2.15(c) of the Target Disclosure Schedule lists:
(i) (A) all Issued Patents and Patent ApplicationsPatents, all Trademarks, all registered Trademarks, Copyrights and pending trademark registrations and all registered Copyrightsdomain names that are owned or purported to be owned by Target or any Subsidiary (the “Registered Intellectual Property”), including (A) the jurisdictions in which each such Intellectual Property has been issued or registered or in which any such application for such issuance and registration has been filed; filed and (B) name a list of all actions, filings or payments that must be taken or that are due to any Governmental Authority during the current owner, ninety (C90) day period following the application number, (D) for Issued Patents and Patent Applications, the title of the Patent, (E) the filing dates, and (F) the name of the attorney handling the application or registration with contact information;Closing; and
(ii) (A) all actions (including the payment of late fees or penalties) that must be taken by an Acquired Corporation or any other Person on behalf of an Acquired Corporation before the Closing Date or within ninety (90) days thereafter, including the payment of any registration, maintenance or renewal fees or the filing of any responses to any Governmental Entity of office actions, documents, applications or certificates for the purposes of obtaining, maintaining, perfecting or preserving or renewing any of the Issued Patents and Patent Applications, registered or pending registrations for Trademarks and registered Copyrights that comprise Target Intellectual Property; and
(iii) the following agreements relating to each of the products or services of the Acquired Corporations Target (collectively, the “Target Products”) or other Intellectual Property owned or purported to be owned by Target or any Subsidiary, whether or not such Intellectual Property constitutes Registered Intellectual Property (the “Owned Intellectual Property: all ”) (A) agreements granting other than those pursuant to which Target or any Subsidiary grants a right to distribute use for internal purposes subject to standard terms and conditions or sublicense terms of use in a Target Product form that has been provided to Parent; (B) agreements granting Target or any exclusive licenses of Subsidiary a right to use, distribute or sublicense any Intellectual Property to owned by a Person on an exclusive or from Targetnon- exclusive basis (the “Third Party Intellectual Property” and together with the Owned Intellectual Property and other than any COTS Software, the “Target Intellectual Property”); (C) agreements pursuant to which the amounts actually paid or payable under firm commitments to Target are Fifty Thousand Dollars ($25,000 50,000) or more; (D) joint development agreements; (E) any agreement by which Target or any Subsidiary grants any ownership right to any Target Owned Intellectual Property owned by TargetTarget or any Subsidiary; (F) any order relating to Owned Intellectual Property and any order known to Target or any Subsidiary to relate to Third Party Intellectual Property; (G) any option, right of first refusal, right of first notice or similar right option relating to any Target Owned Intellectual Property; and (H) agreements pursuant to which any party is granted any rights to access source code or to use source code to create derivative works of Target Products or Owned Intellectual Property (including but not limited to any escrow agents) (“Escrow Arrangements”). There is no basis on which any of the source code of the Target Products has been or would or escrows pursuant to which a party could be released have a right to a third partyaccess source code.
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Patents and Agreements. With respect to each item of Intellectual Property incorporated into any product or service of the Acquired Corporations or otherwise used in the business of the Acquired Corporations (except “off the shelf” or other software widely available through regular commercial distribution channels at a cost not exceeding $5,000 on standard terms and conditions) (“Target Seller Intellectual Property”), Section 3.10(c) of the Target Seller Disclosure Schedule lists:
(i) all Issued Patents and Patent Applications, all registered Trademarks, and pending trademark registrations and all registered Copyrights, including (A) the jurisdictions in which each such Intellectual Property has been issued or registered or in which any such application for such issuance and registration has been filed; (B) name of the current owner, (C) the application number, (D) for Issued Patents and Patent Applications, the title of the Patent, (E) the filing dates, and (F) the name of the attorney handling the application or registration with contact information.;
(ii) all actions (including the payment of late fees or penalties) that must be taken by an Acquired Corporation or any other Person on behalf of an Acquired Corporation before the Closing Date or within ninety (90) days thereafter, including the payment of any registration, maintenance or renewal fees or the filing of any responses to any Governmental Entity of office actions, documents, applications or certificates for the purposes of obtaining, maintaining, perfecting or preserving or renewing any of the Issued Patents and Patent Applications, registered or pending registrations for Trademarks and registered Copyrights that comprise Target Seller Intellectual Property; and
(iii) the following agreements relating to each of the products or services of the Acquired Corporations (collectively, the “Target Seller Products”) or other Target Seller Intellectual Property: all (A) agreements granting any right to distribute or sublicense a Target Seller Product ; (B) any exclusive licenses of Intellectual Property to or from TargetSeller; (C) agreements pursuant to which the amounts actually paid or payable under firm commitments to Target Seller are $25,000 or more; (D) joint development agreements; (E) any agreement by which Target Seller grants any ownership right to any Target Seller Intellectual Property owned by TargetSeller; (F) any order relating to Target Seller Intellectual Property; (G) any option, right of first refusal, right of first notice or similar right relating to any Target Seller Intellectual Property; and (H) agreements pursuant to which any party is granted any rights to access source code or to use source code to create derivative works of Target Seller Products (including but not limited to any escrow agents) (“Escrow Arrangements”). There is no basis on which any of the source code of the Target Seller Products has been or would or could be released to a third party.
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Samples: Merger Agreement (Velti PLC)
