Patents and Know-How. (a) Each of the Patents is owned solely by Seller or Subsidiary. Seller has made available to Purchaser copies of the Patents, and has supplied to Purchaser copies of the patent applications included in the Patents that are not publicly available as of the date of this Agreement. To Seller’s knowledge, there are no intellectual property rights owned or controlled by any third party necessary to make, use, sell, offer for sale and import the Existing Products, as they currently exist, other than those intellectual property rights to be transferred, licensed or *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (a) to disclose to the United States Patent and Trademark Office, during the pendency of any United States patent application included in the Patents, information known to Seller to be material to the patentability of the pending claims in such application. (b) Neither Seller nor Subsidiary has granted any Person a license that is currently in effect under any of the Patents for any purpose. (c) None of the Patents is involved in any interference or opposition proceeding, and, to Seller’s knowledge, no such proceeding is being threatened with respect to any of the Patents. (d) Seller has disclosed trade secrets of Seller included in the Know-How only to Persons that have executed written confidentiality agreements governing the use or disclosure of such trade secrets, except to the extent Seller disclosed such information in connection with making filings related to any Assets or Products with governmental or regulatory authorities. (e) Seller has required all professional and technical employees who provided services to Seller or Subsidiary in connection with the Diagnostic Business or the Patents or Know-How to execute agreements under which such employees were required to convey to Seller or Subsidiary ownership of all inventions and developments conceived or created by them in the course of their employment with Seller. To Seller’s knowledge, none of the activities of Seller’s professional and technical employees who are providing services to Seller in connection with the Diagnostic Business and the Patents and Know-How is violating any agreement between any such employees and their former employers.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Exagen Inc.), Asset Purchase Agreement (Exagen Diagnostics Inc), Asset Purchase Agreement (Exagen Diagnostics Inc)
Patents and Know-How. (a) Each of the Patents is owned solely by Seller or Subsidiary. Seller has made available to Purchaser copies of the Patents, and has supplied to Purchaser copies of the patent applications included in the Patents that are not publicly available as of the date of this Agreement. To Seller’s knowledge, there are no intellectual property rights owned or controlled by any third party necessary to make, use, sell, offer for sale and import the Existing Products, as they currently exist, other than those intellectual property rights to be transferred, licensed or *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.Information Omitted
(a) to disclose to the United States Patent and Trademark Office, during the pendency of any United States patent application included in the Patents, information known to Seller to be material to the patentability of the pending claims in such application.
(b) Neither Seller nor Subsidiary has granted any Person a license that is currently in effect under any of the Patents for any purpose.
(c) None of the Patents is involved in any interference or opposition proceeding, and, to Seller’s knowledge, no such proceeding is being threatened with respect to any of the Patents.
(d) Seller has disclosed trade secrets of Seller included in the Know-How only to Persons that have executed written confidentiality agreements governing the use or disclosure of such trade secrets, except to the extent Seller disclosed such information in connection with making filings related to any Assets or Products with governmental or regulatory authorities.
(e) Seller has required all professional and technical employees who provided services to Seller or Subsidiary in connection with the Diagnostic Business or the Patents or Know-How to execute agreements under which such employees were required to convey to Seller or Subsidiary ownership of all inventions and developments conceived or created by them in the course of their employment with Seller. To Seller’s knowledge, none of the activities of Seller’s professional and technical employees who are providing services to Seller in connection with the Diagnostic Business and the Patents and Know-How is violating any agreement between any such employees and their former employers.
Appears in 1 contract
