Common use of Patents and Other Intangible Assets Clause in Contracts

Patents and Other Intangible Assets. (a) The Company owns or has the right or license to use all patents, trademarks, service marks, service names, trade names, trade secrets and copyrights used in the conduct of its business as now conducted, free and clear of all claims, mortgages, liens, loans, and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such intellectual property rights. All of the patents, trademarks, service marks and copyrights that the Company owns or has the right or license to use are listed or described in Section 4.11 of the Company Disclosure Letter. (b) The Company has no actual knowledge, without any investigation, that the Company is infringing upon or misappropriating any valid intellectual property rights of any Person (including without limitation, former employers of all current and former employees, consultants, officers, directors and stockholders of the Company), including the right to the name “Promet”, and its web site address [xxx.xxxxxxxxxxxxxxxxxx.xxx]. Without any special investigation for purposes of this Agreement, the Company, in its reasoned judgment, has determined that making, using or selling any products or methods set forth in Section 4.11 of the Company Disclosure Letter will not constitute an infringement or misappropriation by the Company of the kind described in the preceding sentence. (c) Except as set forth in Section 4.11 of the Company Disclosure Letter, the Company is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to, any patent, trademark, trade name, copyright or other intellectual property right, with respect to the use thereof or in connection with the conduct of its business or otherwise. (d) The Term sheet dated ___________ as amended to date, between the Company and Concert Pharmaceuticals, Inc. is in full force and effect, and no default or event which with the lapse of time or the giving of notice would constitute a default, exists thereunder.

Patents and Other Intangible Assets. (a) The Company HUWX owns or has the right or license to use all patents, trademarks, service marks, service names, trade names, trade secrets and copyrights used in the conduct of its business as now conducted, free and clear of all claims, mortgages, liens, loans, and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair the CompanyHUWX’s ownership or use of such intellectual property rights. All of the material patents, trademarks, service marks and copyrights that the Company HUWX owns or has the right or license to use are listed or described in Section 4.11 5.09 of the Company HUWX Disclosure Letter. (b) The Company Except as set forth in Section 5.09 of the HUWX Disclosure Letter, HUWX has no actual knowledge, without any investigation, that the Company HUWX is infringing upon or misappropriating any valid intellectual property rights of any Person or entity (including without limitation, former employers of all current and former employees, consultants, officers, directors and stockholders of the CompanyHUWX), including the right to the name “Promet”, and its web site address [xxx.xxxxxxxxxxxxxxxxxx.xxx]. Without any special investigation for purposes of this Agreement, the CompanyHUWX, in its reasoned judgment, has determined that making, using or selling any products or methods set forth in Section 4.11 5.09 of the Company HUWX Disclosure Letter will not constitute an infringement or misappropriation by the Company HUWX of the kind described in the preceding sentence. (c) Except as set forth in Section 4.11 5.09 of the Company HUWX Disclosure Letter, the Company HUWX is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to, any patent, trademark, trade name, copyright or other intellectual property right, with respect to the use thereof or in connection with the conduct of its business or otherwise. (d) The Term sheet dated ___________ as amended HUWX has obtained from all employees and consultants of HUWX an invention assignment and confidentiality agreement (or substantially similar agreement), copies of which were previously made available to date, between the Company and Concert Pharmaceuticals, Inc. is in full force and effect, and no default or event which with the lapse of time or the giving of notice would constitute a default, exists thereunderCompany.

Patents and Other Intangible Assets. (a) The Company KETOSPORTS owns or has the right or license to use all patents, trademarkstrademarks , service marks, service names, trade names, trade secrets and copyrights used in the conduct of its business as now conducted, free and clear of all claims, mortgages, liensLiens, loans, and encumbrances, except such encumbrances and liens Liens which arise in the ordinary course of business and do not materially impair the Company’s KETOSPORTS's ownership or use of such intellectual property rights. All of the patents, trademarks, service marks and copyrights that the Company KETOSPORTS owns or has the right or license to use are listed or described in Section 4.11 of the Company Disclosure Lettershall be provided upon request at any time. (b) The Company KETOSPORTS has no actual knowledge, without any investigation, that the Company KETOSPORTS is infringing upon or misappropriating any valid intellectual property rights of any Person (including without limitation, former employers of all current and former employees, consultants, officers, directors and stockholders of the CompanyKETOSPORTS), including the right to the name “Promet”, KETOSPORTS and its Facebook page and its web site address [xxx.xxxxxxxxxxxxxxxxxx.xxx]address. Without any special investigation for purposes of this Agreement, the CompanyKETOSPORTS, in its reasoned judgment, has determined that making, using or selling any products products, services or methods set forth in Section 4.11 of the Company Disclosure Letter methods, will not constitute an infringement or misappropriation by the Company KETOSPORTS of the kind described in the preceding sentence. (c) Except as set forth in Section 4.11 of the Company Disclosure LetterTo KETOSPORTS's Knowledge, the Company KETOSPORTS is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to, any patent, trademark, trade name, copyright or other intellectual property right, with respect to the use thereof or in connection with the conduct of its business or otherwise. (d) The Term sheet dated ___________ as amended to date, between the Company and Concert Pharmaceuticals, Inc. is in full force and effect, and no default or event which with the lapse of time or the giving of notice would constitute a default, exists thereunder.

Patents and Other Intangible Assets. (a) The Company owns or has all of the right or license to use all patentstrade names, trademarks, service marksservicemarks, service namescopyrights, trade namespatents and any applications therefor, trade secrets and copyrights other intellectual property used in its business, including, without limitation, all of the conduct Company's right, title and interest in its software (collectively, the "Intellectual Property"), and all licenses, agreements and other arrangements under which the Company has the right to use any of its the intangible or proprietary rights of a third party (the "Licenses") are listed in Schedule 3.9(a). The Intellectual Property and the Licenses comprise all of the intellectual property, licenses, agreements and other arrangements which are used in, or are necessary to conduct, the Company's business as now conductedconducted or proposed to be conducted without, free and clear to the knowledge of all claims, mortgages, liens, loans, and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair the Company’s ownership , infringing upon or use of such intellectual property rights. All of the patents, trademarks, service marks and copyrights that the Company owns or has otherwise acting adversely to the right or license claimed right of any person under or with respect to use are listed or described in Section 4.11 any of the Company Disclosure Letter. (b) The Company has no actual knowledge, without any investigation, that foregoing. No proceedings are pending or threatened which challenge the Company is infringing upon or misappropriating any valid intellectual property rights of any Person (including without limitation, former employers of all current and former employees, consultants, officers, directors and stockholders validity of the Company), including the right to the name “Promet”, and its web site address [xxx.xxxxxxxxxxxxxxxxxx.xxx]. Without any special investigation for purposes of this Agreement, the Company, in its reasoned judgment, has determined that making, using or selling any products or methods set forth in Section 4.11 of the Company Disclosure Letter will not constitute an infringement or misappropriation ownership by the Company of the kind described in Intellectual Property or the preceding sentence. (c) Except as set forth in Section 4.11 use by the Company of the Licenses. The Company Disclosure Letterhas maintained and protected the Intellectual Property with appropriate confidentiality agreements and such other measures as are customary to protect the proprietary trade secret or confidential information contained therein. The Company has no knowledge of the infringement or infringing use of any of the Intellectual Property or Licenses by any other person. The Company has good and marketable title to all the Intellectual Property free of any rights, the liens or claims of others, and its Licenses and other rights to use will be adequate and enforceable. The Company is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to, any patent, trademark, trade name, copyright or other intellectual property rightintangible asset, with respect to the use thereof or in connection with the conduct of its business or otherwise. The Company has not licensed anyone to use any of the Intellectual Property. (db) The Term sheet dated ___________ To the best knowledge of the Company, no infringement of any intangible property right or other proprietary right of any third party has occurred or will result in any way from the conduct of the business as amended now conducted or proposed to date, between be conducted by the Company or from the signing and Concert Pharmaceuticals, Inc. is in full force and effectexecution of this Agreement or the consummation of any or all of the transactions contemplated hereunder, and no default or event which with the lapse claim has been made by any third party based upon an allegation of time or the giving of notice would constitute a default, exists thereunderany such infringement.

Patents and Other Intangible Assets. (a) The Company owns or has the right or license to use all patents, trademarks, service marks, service names, trade names, trade secrets and copyrights used in the conduct of its business as now conducted, free and clear of all claims, mortgages, liens, loans, and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such intellectual property rights. All of the patents, trademarks, service marks and copyrights that the Company owns or has the right or license to use are listed or described in Section 4.11 of the Company Disclosure Letter. (b) The Company has no actual knowledge, without any investigation, that the Company is infringing upon or misappropriating any valid intellectual property rights of any Person (including without limitation, former employers of all current and former employees, consultants, officers, directors and stockholders of the Company), including the right to the name “Promet”Moleculin, and its web site address [xxx.xxxxxxxxxxxxxxxxxx.xxx]wxx.xxxxxxxxx.xxx. Without any special investigation for purposes of this Agreement, the Company, in its reasoned judgment, has determined that making, using or selling any products or methods set forth in Section 4.11 of the Company Disclosure Letter will not constitute an infringement or misappropriation by the Company of the kind described in the preceding sentence. (c) Except as set forth in Section 4.11 of the Company Disclosure Letter, the Company is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to, any patent, trademark, trade name, copyright or other intellectual property right, with respect to the use thereof or in connection with the conduct of its business or otherwise. (d) The Term sheet License Agreement dated ___________ June 21, 2010, as amended to date, between the Company and Concert PharmaceuticalsM.D. Axxxxxxx, Inc. is in full force and effect, and no default or event which with the lapse of time or the giving of notice would constitute a default, exists thereunder.

Patents and Other Intangible Assets. (ai) The To the Company's knowledge, the Company owns or has the right or license to use use, all patents, trademarks, service marks, service names, trade names, trade secrets copyrights (and copyrights licenses with respect to the foregoing) used in the conduct of its business as now conducted(collectively the "Patents and Trademarks"). The Company has not been served or received any notice in connection with any pending claims against the Company alleging that the conduct of the Company's business infringes upon or otherwise conflicts with the right or claimed right of any person under or with respect to any of the Patents and Trademarks, free other than claims that have been asserted in correspondence to the Company, which, in each case, (A) have not ripened into legal action, (b) have been evaluated by the Company and clear of all claims, mortgages, liens, loansits counsel, and encumbrances, except such encumbrances and liens which arise in (c) are believed by the ordinary course of business and do not materially impair Company to be without merit. To the Company’s ownership or use of such intellectual property rights. All 's knowledge, there are no threatened claims against the Company alleging that the conduct of the patentsCompany's business infringes upon, trademarks, service marks or otherwise conflicts with the right or claimed right of any person under or with respect to any of the Patents and copyrights Trademarks. To the extent that the Company owns or has may have received communications from other entities claiming rights in connection with the right or license to use are listed or described in Section 4.11 of Patents and Trademarks, the Company Disclosure Letter. (b) in good faith believes such claims to be without merit. The Company has no actual knowledge, without any investigation, that the Company is infringing upon or misappropriating any valid intellectual property rights of any Person (including without limitation, former employers of all current and former employees, consultants, officers, directors and stockholders of the Company), including the right to the name “Promet”, and its web site address [xxx.xxxxxxxxxxxxxxxxxx.xxx]. Without any special investigation for purposes of this Agreement, the Company, in its reasoned judgment, has determined that making, using or selling any products or methods set forth in Section 4.11 of the Company Disclosure Letter will not constitute an infringement or misappropriation by the Company of the kind described in the preceding sentence. (c) Except as set forth in Section 4.11 of the Company Disclosure Letter, the Company is not obligated or under any liability whatsoever to make any payments to any of its managers or members of its Board of Directors, by way of royalties, fees or otherwise to any owner of, licensor of, of or other claimant to, to any patent, trademark, trade name, copyright or other intellectual property rightintangible asset, with respect to the use thereof or in connection with the conduct of its business or otherwise. Except in the ordinary course of business, the Company has not granted any licenses or manufacturing rights with respect to its business as now conducted or as now proposed to conduct. (dii) The Term sheet dated ___________ Company owns or has the right to use all trade secrets, including know-how, inventions, designs, processes and technical data required for the development, operation and sale of all products and services sold and now proposed to be sold by the Company, free and clear, as amended to dateof the date hereof, between the of any rights, liens or claims of others, other than Permitted Liens. (iii) The Company has obtained substantially similar confidentiality and Concert Pharmaceuticals, Inc. is in full force non-disclosure agreements from its employees regarding its intellectual property and effect, and no default or event which with the lapse of time or the giving of notice would constitute a default, exists thereundertrade secrets.

Patents and Other Intangible Assets. (a) The Company MBI owns or has the right or license to use all patents, trademarks, service marks, service names, trade names, trade secrets and copyrights used in the conduct of its business as now conducted, free and clear of all claims, mortgages, liens, loans, and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair the CompanyMBI’s ownership or use of such intellectual property rights. All of the material patents, trademarks, service marks and copyrights that the Company MBI owns or has the right or license to use are listed or described in Section 4.11 5.09 of the Company MBI Disclosure Letter. (b) The Company Except as set forth in Section 5.09 of the MBI Disclosure Letter, MBI has no actual knowledge, without any investigation, that the Company MBI is infringing upon or misappropriating any valid intellectual property rights of any Person or entity (including without limitation, former employers of all current and former employees, consultants, officers, directors and stockholders of the CompanyMBI), including the right to the name “Promet”, and its web site address [xxx.xxxxxxxxxxxxxxxxxx.xxx]. Without any special investigation for purposes of this Agreement, the CompanyMBI, in its reasoned judgment, has determined that making, using or selling any products or methods set forth in Section 4.11 5.09 of the Company MBI Disclosure Letter will not constitute an infringement or misappropriation by the Company MBI of the kind described in the preceding sentence. (c) Except as set forth in Section 4.11 5.09 of the Company MBI Disclosure Letter, the Company MBI is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to, any patent, trademark, trade name, copyright or other intellectual property right, with respect to the use thereof or in connection with the conduct of its business or otherwise. (d) The Term sheet dated ___________ as amended MBI has obtained from all employees and consultants of MBI an invention assignment and confidentiality agreement (or substantially similar agreement), copies of which were previously made available to date, between the Company and Concert Pharmaceuticals, Inc. is in full force and effect, and no default or event which with the lapse of time or the giving of notice would constitute a default, exists thereunderCompany.

Patents and Other Intangible Assets. (a) The Company ROKIN owns or has the right or license to use all patents, trademarkstrademarks , service marks, service names, trade names, trade secrets and copyrights used in the conduct of its business as now conducted, free and clear of all claims, mortgages, liensLiens, loans, and encumbrances, except such encumbrances and liens Liens which arise in the ordinary course of business and do not materially impair the Company’s ROKIN's ownership or use of such intellectual property rights. All of the patents, trademarks, service marks and copyrights that the Company ROKIN owns or has the right or license to use are listed or described in Section 4.11 of the Company Disclosure Lettershall be provided upon request at any time. (b) The Company ROKIN has no actual knowledge, without any investigation, that the Company ROKIN is infringing upon or misappropriating any valid intellectual property rights of any Person (including without limitation, former employers of all current and former employees, consultants, officers, directors and stockholders of the CompanyROKIN), including the right to the name “Promet”, ROKIN and its Facebook page and its web site address [xxx.xxxxxxxxxxxxxxxxxx.xxx]address. Without any special investigation for purposes of this Agreement, the CompanyROKIN, in its reasoned judgment, has determined that making, using or selling any products products, services or methods set forth in Section 4.11 of the Company Disclosure Letter methods, will not constitute an infringement or misappropriation by the Company ROKIN of the kind described in the preceding sentence. (c) Except as set forth in Section 4.11 of the Company Disclosure LetterTo ROKIN's Knowledge, the Company ROKIN is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to, any patent, trademark, trade name, copyright or other intellectual property right, with respect to the use thereof or in connection with the conduct of its business or otherwise. (d) The Term sheet dated ___________ as amended to date, between the Company and Concert Pharmaceuticals, Inc. is in full force and effect, and no default or event which with the lapse of time or the giving of notice would constitute a default, exists thereunder.