Patents and Other Intellectual Property. 11 5.14 TRADEMARKS............................................................................12 5.15
Patents and Other Intellectual Property. (a) The Company owns or licenses all Intellectual Property necessary and desirable for the Company to conduct its business, in the manner presently conducted, and all material Intellectual Property (other than Trademarks) owned or used by the Company and/or any Subsidiaries or in which or to which it has any rights, licenses or immunities are described and set forth with reasonable particularity in SCHEDULE 5.13 along with material information as to the ownership thereof or licenses, rights or immunities therein and registrations thereof;
(b) Except as disclosed in SCHEDULE 5.13:
(i) to the Knowledge of the Stockholders and the Company, the Company and its Subsidiaries have the right and authority to use all Intellectual Property as is necessary to enable it to conduct and to continue to conduct all phases of its business in the manner presently conducted and the Company and any Subsidiary (in the continuing conduct) of the Company's business) has never infringed on, misappropriated, or otherwise conflicted with, is not now infringing on, misappropriating or otherwise conflicting with, and will not conflict with infringe on or misappropriate any patent or other intellectual property right belonging to any Person;
(ii) neither the Company nor any Subsidiary is a party to any license agreement or arrangement, not set forth in SCHEDULE 5.13, whether as licensee, licensor or otherwise, with respect to any Intellectual Property;
(iii) [Reserved];
(iv) none of the Stockholders, or any of their Affiliates, owns any of the Intellectual Property used by the Company or any Subsidiary; and
(v) to the Knowledge of the Stockholders and the Company, there is no unauthorized use, infringement or misappropriation by any third party of any Intellectual Property owned by the Company or any Subsidiary.
Patents and Other Intellectual Property. Schedule 4.7 sets forth a complete list, including status, of all Patents which comprise the NPS Patents. NPS is the exclusive owner of the entire right, title and interest in and to the NPS Patents free and clear of any Encumbrances other than the encumbrances in respect of the NPS Technology that are specifically created under or by the Asahi Agreement. NPS has not received written notice that any Person has challenged the validity or enforceability of the NPS Patents. To the Knowledge of NPS, there is, and since July 16, 2007 there has been, no infringement of the NPS Patents by any Person. NPS has not received any demand or claim by any Person that such Person has any ownership interest in any of the NPS Patents, or that any of the NPS Patents are, or may be, invalid or unenforceable or that any Product infringes upon or may infringe upon any patent, copyright, trademark, trade secret or other intellectual property right of any Third Party. All appropriate patent fees required to be paid with respect to the applications listed on Schedule 4.7 have been paid. To the Knowledge of NPS, the sale of the Product in the Territory as previously sold by Takeda Pharma does not infringe any issued patent of any Third Party or infringes any other trademarks or trade secrets of any Third Party. Except as set forth in Schedule 4.7(a), NPS has not requested any written opinions of counsel relating to any Third Party patent or published patent application which may be considered to relate to any Product or device used to administer the Product. To the Knowledge of NPS, no Third Party has a claim or has claimed any ownership rights or received any demand or claim by any Person that any of the NPS Technology or NPS Trademarks is infringing or may infringe upon any patent, copyright, trademark, trade secret or any other intellectual property rights of any Third Party. Except as set forth in Schedule 4.7(c), NPS has not entered into any contract, agreement, commitment or undertaking granting to any Person the right within the Territory (i) under the NPS Patents or (ii) to use the NPS Technology, in either case, to market or sell Products or any other product. NPS has not granted to any Governmental Authority a license relating to the NPS Technology and, to the Knowledge of NPS, there is no reason to believe that NPS is or will be required to grant any such license to any Governmental Authority. The Gautvik Patents have expired and Xxx. No. EP 1519766 has been abandoned. N...
Patents and Other Intellectual Property. Notwithstanding any provision of this Agreement to the contrary, any Dispute relating to a Party’s intellectual property rights or Confidential Information will be submitted exclusively to any court of competent jurisdiction in the State of New York and, by execution and delivery of this Agreement, each party (a) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby as contemplated by this Section 16.3, and (b) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such a court is an inconvenient forum.
Patents and Other Intellectual Property. The Company owns all right, title and interest in all patents, trademarks or other intellectual property necessary or material for use in connection with its business as disclosed in the SEC Reports and which the failure to so have would reasonably be expected to have a material adverse effect on the Company's assets, business or financial condition.
Patents and Other Intellectual Property. 9.1. Intellectual property rights to Licensed Technology such as Patent(s), patent(s), and Copyrights which may be obtainable will remain the property of Carnegie Mellon. Trademarks existing on the Effective Date belong to Carnegie Mellon.
9.2. Within thirty (30) days of the Effective Date, Licensee shall make a one-time payment to Carnegie Mellon of fifty-three thousand seven hundred ninety-two dollars and fifty cents (US$53,792.50) for patenting and other intellectual property protection costs incurred by Carnegie Mellon prior to the Effective Date and relating to the Licensed Technology. Thereafter, Licensee shall pay for or reimburse Carnegie Mellon for all fees and expenses related to future Patent expenses, within thirty (30) days of receipt of each notification or bxxx.
9.3. Carnegie Mellon has applied for, and/or will apply for and prosecute Patent coverage in any country if so requested by Licensee, at Licensee’s sole expense, for any and all Patents to the extent that such protection is reasonably obtainable.
9.4. Carnegie Mellon may, at its option and sole discretion and at its own expense pursue patent, copyright and/or trademark rights for Licensed Technology in any country for which coverage has not been requested by Licensee in accordance with Subsection 9.3 herein. If Licensee does not reimburse Carnegie Mellon for such amounts within thirty (30) days of the receipt of each notification or bxxx therefor, then Licensee shall have no rights relating to same in that country.
9.5. No less than forty-five (45) days before instituting any legal proceeding contesting the validity or enforceability or use of a license granted hereunder, Licensee shall give written notice to Carnegie Mellon of its intention to bring such a challenge and a detailed description of the legal and factual basis for such a challenge to preserve Carnegie Mellon’s ability to have any such challenge proceed in a forum convenient for Carnegie Mellon and to assist the parties in seeking to resolve the dispute without the need for judicial action.
9.6. In prosecution and maintenance of the Patents, Carnegie Mellon shall provide to Licensee drafts of any responses to advisory actions, office actions, amendments or the like in advance for Licensee to review and comment. Carnegie Mellon shall consider in good faith all comments made by Licensee.
Patents and Other Intellectual Property. A. All patents, copyrights, and all other intellectual property rights in the Licensed Properties which may be obtainable will remain the property of the Company.
B. The Company shall retain all ownership rights in and to the Licensed Properties, Tripod Enhancements and Tripod Derivative Works. Licensee assigns any interest it may be deemed to possess in any Licensed Properties, Tripod Enhancements and the Tripod Derivative Works to the Company and will assist the Company in every reasonable way, at the Company's expense, to obtain, secure, perfect, maintain, defend and enforce for the Company's benefit all intellectual property rights with respect to such properties.
C. The respective ownership interests of the Company and Licensee in any Joint Enhancements shall be as agreed upon by the parties at the time such Joint Enhancements are created or contributed; provided, however, that, if the parties cannot reach agreement as to the ownership of any Joint Enhancement, then such Joint Enhancement shall be deemed to be jointly owned by the Company and Licensee and any subsequent use of such Joint Enhancement by either party shall require the prior approval of the other party, which approval shall not be unreasonably withheld or delayed.
D. Title to all developments, enhancements and improvements which are not Joint Enhancements, Tripod Derivative Works or Tripod Enhancements, which either originate with or are paid for by Licensee (other than payments to the Company, its Affiliates or their agents), shall be the property of Licensee. Subject to Section 7.6(h) of the Basic Agreement, Licensee hereby grants the Company a non-exclusive, worldwide (except for the Territory) license, with the right to sublicense, to use all such developments, enhancements and improvements in the Licensed Properties, subject to payment of a reasonable fee and royalty for such usage in an amount as shall be reasonably determined by the Parties.
Patents and Other Intellectual Property. 1. Seller has exclusive title to, owns, possesses, has the sole right to use or, where necessary, has made timely and proper application for, all copyrights, trademarks, trade names, service marks, franchises, certificates of public convenience and necessity, patents, patent rights, licenses, trade secrets, information, proprietary rights and processes, intellectual property rights listed on Schedule 2.1 hereto (the "Intellectual Property") necessary or required to conduct the Business as conducted. All of the Intellectual Property is owned or otherwise lawfully used by Seller, and to Seller's knowledge, Seller is not infringing upon, conflicting with or unlawfully or wrongfully using any patent, trademark, trade name, service mark, xxpyright, trade secret or other intellectual property right owned or claimed by another Person. Seller is not in Default, and has not received any notice of any claim of infringement or any other Claim or proceeding, with respect to any such patent, trademark, trade name, service mark, xxpyright or trade secret. No current or former employee of Seller and, to Seller's knowledge, no other Person owns or has any proprietary, financial or other interest, direct or indirect, in whole or in part, in any of the Intellectual Property, or in any application therefor.
2. Seller has taken all appropriate measures to protect and preserve the security, confidentiality and value of its Confidential Information. "Confidential Information" means those items of the Intellectual Property that are confidential and any other confidential information owned by Seller, including personnel information, technical information, customer lists, other customer information and supplier information. Except as disclosed in Section 3.14(b) of the Seller Disclosure Schedule, all employees and consultants of Seller who are involved in the design, review, evaluation or development of products or Intellectual Property have executed a nondisclosure and assignment of inventions agreement sufficient to protect the confidentiality and value of the Intellectual Property and to vest in Seller exclusive ownership of such Intellectual Property. To Seller's knowledge, all Confidential Information that constitutes Intellectual Property is currently valid and protectable and is not part of the public domain or knowledge, nor to the knowledge of Seller, has it been used, divulged or appropriated for the benefit of any Person other than Seller or otherwise to the detriment o...
Patents and Other Intellectual Property. In connection with the Company's acquisition of its six patents (the "Patent Portfolio") from Merlot Communications, Inc. ("Merlot") in November 2003, the Company agreed to pay Merlot contingent future payments equal to 20% of the net income (as defined in the acquisition agreement) of the Company from the sale or licensing of the Patent Portfolio after the Company achieves $4.0 million of net income for each patent comprising the Patent Portfolio ("Net Profit Payments"
Patents and Other Intellectual Property. (a) DEFINITION OF INTELLECTUAL PROPERTY. “Intellectual Property” shall mean (i) all inventions, whether Patentable or unpatentable (and whether or not reduced to practice), all improvements thereto, and all “Patents” including all Patents and Patent disclosures and applications, and registered design and registered design applications, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof, (ii) all “Trademarks,” including registered or unregistered Trademarks, registered or unregistered service marks, and all translations, adaptations, deviations, combinations, applications, registrations and renewals in connection with any registered or unregistered Trademark or service xxxx, and all trade names, trade dress and logos, (iii) all “Copyrights,” meaning all registered Copyrights, Copyright applications, Copyrightable works, and unregistered Copyrights, and all applications, registrations, and renewals in connection therewith, (iv) all mask works and all applications, registrations, and renewals in connection therewith, (v) all Confidential Information, (vi) all computer software and software licenses (including data and related documentation), (vii) all other similar proprietary rights, and (viii) all copies and tangible embodiments of the foregoing, in whatever form or medium.
